Case Details

Case Name: In the Matter of Manokamana Infrastructure Private Limited and Hills Cement Company Limited

Authority: National Company Law Tribunal, Guwahati Bench

Case Numbers: CP(CAA)/9/GB/2025 connected with CA(CAA)/7/GB/2025

Date of Order: 20th May 2026

Bench: Hon'ble Member (Judicial) Shri Rammurti Kushawaha and Hon'ble Member (Technical) Shri Yogendra Kumar Singh

Legal Provisions: Section 230-232 of Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

Parties Involved

Petitioner Company 1/Transferor Company: Manokamana Infrastructure Private Limited [CIN: U45201AS2012PTC011189], registered office at Shivam Complex, Bharalumukh, A.T. Road, Bharalumukh, Kamrup (M), Assam – 781009

Petitioner Company 2/Transferee Company: Hills Cement Company Limited [CIN: U26942ML2003PLC007295], registered office at Village: Mynkree, 116 Km Stone, NH-44 Lumshnong, Jaintia Hills, Meghalaya – 793200

Representation: Adv. Priyanka Jain for petitioners; Mr. S. Biswas, CP for Regional Director (NER)

Issues / Allegations / Violations

The petition sought sanction of a Scheme of Arrangement for merger of Manokamana Infrastructure Private Limited with Hills Cement Company Limited with effect from the Appointed Date of 1st October 2024. The Scheme required approval under Sections 230-232 of the Companies Act, 2013.

Findings & Observations

The Tribunal noted that all statutory compliances were fulfilled, including:

  • First Motion Application CA(CAA)/7/GB/2025 was allowed on 18.07.2025, dispensing with meetings of shareholders and creditors based on consent affidavits
  • Second Motion directions issued on 08.10.2025 for notices to statutory authorities and newspaper publications
  • Publications made in "The Northeast Times" (English) and "Amar Asom" (Vernacular) on 13.10.2025
  • Notices served to Regional Director, Registrar of Companies, Official Liquidator, Income Tax Authorities, and GST Authorities

The Regional Director's report dated 27.02.2026 contained several observations:

  • No complaints received against the proposed Scheme
  • Both companies up-to-date in filing financial statements and annual returns for FY2024-25
  • Noted that Transferor Company purchased 25 lakh equity shares of Transferee Company for ₹24.93 lakhs in FY2023-24, increasing holding to 3,76,98,500 shares
  • Main objects of Transferor Company not covered under Main Object Clause of Transferee Company's MOA
  • Scheme did not disclose method of accounting post-merger (Ind AS 103 requirements)
  • CSR expenditure details for Transferee Company provided:
  • 2022-23: Liability ₹72,01,782, Spent ₹62,09,231, Shortfall ₹9,92,551
  • 2023-24: Liability ₹1,07,40,887, Spent ₹1,63,38,256, Excess ₹55,97,369
  • 2024-25: Liability ₹98,10,446, Spent ₹98,79,426, Excess ₹68,980
  • Post-merger shareholding pattern of Transferee Company provided

Penalties / Settlements / Directions

The petitioners filed a Rejoinder-Affidavit dated 13.03.2026 addressing all observations:

  • Undertook to align Object Clause of Transferee Company's MOA
  • Modified Scheme to include accounting method as per Ind AS 103 (Business Combination)
  • Undertook to comply with all applicable accounting standards
  • Committed to provide schedule of assets post-sanction
  • Agreed to pay applicable stamp duty on immovable property transfer

Corrective Actions & Future Obligations

The Tribunal directed:

  • Transferee Company to amend its Memorandum of Association to incorporate Transferor Company's business objects
  • Compliance with Ind AS 103 (Business Combination) accounting standards
  • Filing of revised MOA and AOA with Registrar of Companies
  • Payment of differential fee for enhancement of authorized capital
  • Filing of schedule of assets in Form CAA7 within three weeks
  • Lodging of order with Superintendent of Stamps for stamp duty adjudication within 60 days
  • Delivery of certified copy to Registrar of Companies, Guwahati within 30 days

Final Ruling & Enforcement

The Tribunal sanctioned the Scheme of Arrangement with the following key terms:

  • Appointed Date: 1st October 2024
  • Share Exchange Ratio: 2 equity shares of Hills Cement Company Limited (₹10 each) for every 1 fully paid equity share of Manokamana Infrastructure Private Limited (₹10 each)
  • All properties, rights, and interests of Transferor Company to vest in Transferee Company
  • All liabilities, duties, and obligations of Transferor Company to transfer to Transferee Company
  • All employees of Transferor Company to become employees of Transferee Company without break in service
  • All pending proceedings against Transferor Company to continue against Transferee Company
  • Transferor Company to be dissolved without winding up
  • The sanction does not grant exemption from payment of stamp duty, taxes, or other charges
  • Statutory authorities remain free to initiate proceedings for any defaults or non-compliance

The petition CP(CAA)/9/GB/2025 was allowed and disposed of with these directions.