Authority: National Company Law Tribunal, New Delhi Bench, Court-VI

Order Date: 15 July 2026

Case Overview

The National Company Law Tribunal (NCLT) heard a joint application under Sections 230-232 of the Companies Act, 2013 regarding a Scheme of Amalgamation between Hilton Hotel Management Services Private Limited (Transferor Company) and Hilton Hotels Management India Private Limited (Transferee Company).

The Transferor Company was incorporated on 2 July 2007 under the Companies Act, 1956 with registered office at 4/80, Janpath, New Delhi. The Transferee Company was incorporated on 5 October 2018 under the Companies Act, 2013 with registered office at 306, 3rd Floor, Vishwasadan Building, District Centre, Janak Puri, North Delhi. Both companies approved the scheme through board resolutions passed on 25 August 2025 and 1 September 2025 respectively.

The appointed date for the amalgamation was set as 1 April 2025. The Tribunal had previously dispensed with meetings of equity shareholders, secured creditors, and unsecured creditors of both companies vide order dated 12 January 2026. Notices were issued to relevant authorities including the Regional Director, Income Tax Department, Registrar of Companies, and Official Liquidator.

The Regional Director raised several observations which were addressed by the petitioner companies:

  • Clarified distinction between Appointed Date (1 April 2025) and Effective Date (procedural filing date)
  • Explained that emphasis of matter in audit reports were disclosures per SA 706 without qualification
  • Disclosed pending statutory dues disputes as contingent liabilities (Note 23 for Transferor, Note 38 for Transferee)
  • Provided copies of e-Form MSME-1 filings for both companies
  • Clarified that Transferor Company is not dormant as it earned Other Income of ₹47.61 lakhs in FY25
  • Confirmed no Significant Beneficial Owner filing required as no individual holds >10% shares
  • Undertook that Transferee Company will assume all liabilities including contingent liabilities
  • Noted Transferee Company's improved financial position with net loss reducing from ₹2,901 lakhs in FY24 to ₹113 lakhs in FY25
  • Committed to pay applicable fees on revised authorized share capital

The Income Tax Department filed a report dated 5 March 2026 conveying no objection to the scheme. The Official Liquidator's report dated 10 April 2026 found no affairs conducted prejudicially to members or public interest. The Regional Director, after considering the responses, also raised no further objections.

Final Outcome

The NCLT sanctioned the Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013 with the following directions:

  • The appointed date is 1 April 2025
  • All contracts of the Transferor Company shall stand transferred to the Transferee Company
  • All employees of the Transferor Company shall become employees of the Transferee Company without interruption of service
  • All liabilities of the Transferor Company shall stand transferred to the Transferee Company
  • All pending proceedings against the Transferor Company shall continue against the Transferee Company
  • The petitioners must deliver a certified copy of the order to the Registrar of Companies within 30 days, upon which the Transferor Company shall be dissolved
  • The Transferee Company must file annual implementation statements in Form CAA-8 until full scheme implementation

The petition was disposed of accordingly.

Topics: Corporate Amalgamation, Hospitality Sector, Regulatory Compliance