Authority: National Company Law Tribunal, Division Bench - I, Chennai

Order Date: 16th June, 2026

Case Overview

The National Company Law Tribunal (NCLT), Chennai bench, heard a company application (CA(CAA)/51(CHE)2026) filed by Fosroc Chemicals (India) Private Limited ("Transferee Company No. 2") under Sections 230-232 of the Companies Act, 2013. The application sought approval for a composite Scheme of Arrangement involving three companies: the applicant (Fosroc), SWC Engineering Services Private Limited ("Transferor Company 1"), and Chryso India Private Limited ("Transferee Company 1" or "Transferor Company 2"). The scheme involves a two-step process: first, the amalgamation of SWC (a wholly-owned subsidiary) into Chryso India, and second, the amalgamation of Chryso India into Fosroc Chemicals. The appointed date for the scheme is 31st March 2025. The stated rationale is to simplify the group holding structure, achieve effective management and unified control, create economies in administrative and managerial costs, reduce duplication, and optimize resource utilization. The board of directors of Fosroc approved the scheme on 6th February 2026.

The financial position of Fosroc Chemicals as of 31st March 2025 was presented: a net worth of ₹284.8577 crore, revenue from operations of ₹1,520.34 crore, current assets of ₹474.9882 crore, non-current assets of ₹153.6114 crore, current liabilities of ₹257.7787 crore, and non-current liabilities of ₹85.9632 crore. Its authorized share capital is ₹14.6 crore (₹1.6 crore in equity and ₹13 crore in preference shares), and its paid-up capital is ₹80 lakh. The tribunal considered the application for dispensation of meetings for shareholders and creditors based on obtained consents.

Final Outcome

The NCLT disposed of the application by issuing specific directions:

1. Equity Shareholders: The requirement to convene a meeting of equity shareholders was dispensed with, as there are only 2 shareholders, and their consent affidavits were filed on record (Pg. 244-259).

2. Secured Creditors: The requirement to convene a meeting of secured creditors was dispensed with, as there is only 1 secured creditor, and its consent affidavit was filed on record (Pg. 366-373).

3. Unsecured Creditors: The tribunal directed the convening of a meeting for the 899 unsecured creditors of Fosroc Chemicals. The meeting is to be held on 31st July 2025 at 10:30 AM at the company's registered office in Chennai or via video conferencing. The quorum for the meeting is set at 30 creditors.

The tribunal appointed Raymond Albyness F as the Chairperson for the meeting (fee: ₹65,000) and Mr. Sriram V. Ananth as the Scrutinizer (fee: ₹35,000). Detailed directions were issued for sending individual notices via registered post/email 30 days in advance, publishing advertisements in Business Standard (English) and Makkal Kural (Tamil) newspapers, and sending copies of the scheme to regulators including the Regional Director (MCA), Registrar of Companies, Official Liquidator, RBI, and Income Tax authorities. The application was allowed subject to the approval of the unsecured creditors at the convened meeting.

Topics: Corporate Amalgamation, NCLT Proceeding, Creditor Approval