Authority: National Company Law Tribunal, Kolkata Bench, Court I
Order Date: 10 June 2026
Case Overview
This application, CA (CAA) No. 209/KB/2025, was filed under Sections 230 and 232 of the Companies Act, 2013, seeking orders and directions for convening meetings of shareholders and creditors to consider a Scheme of Amalgamation. The scheme proposes the amalgamation of Jamshedpur Technocrats Private Limited (Transferor Company/Applicant No. 1, CIN: U35990JH2010PTC014166) with Auto Profiles Limited (Transferee Company/Applicant No. 2, CIN: U00344JH1989PLC010998). The appointed date for the amalgamation is 01 April 2025. The boards of both companies passed resolutions adopting the scheme on 08 September 2025. A valuation report dated 06 September 2025, prepared by IBBI Registered Valuer Riteh Kumar Gupta, recommended a swap ratio. The statutory auditors of both companies certified on 22 September 2025 that the accounting treatment in the scheme conforms to the prescribed accounting standards.
Final Outcome
The Tribunal allowed the application and dispensed with the requirement to hold meetings for the following parties due to their written consents: Equity Shareholders of both companies (100% consent from 4 shareholders of the transferor and 8 shareholders of the transferee); Secured Creditors of Applicant No. 2 (100% consent from 3 creditors); Unsecured Creditors of Applicant No. 1 (100% consent from 2 creditors); and Unsecured Creditors of Applicant No. 2 (more than 90% consent from 149 creditors). No secured creditors exist for Applicant No. 1. The Tribunal directed the applicants to serve notice under Section 230(5) of the Companies Act, 2013, along with all accompanying documents, on the Regional Director (Eastern Region, MCA, Kolkata), the Registrar of Companies (Jharkhand), and the relevant Income Tax Department within two weeks. These authorities have 30 days from receipt of notice to file any representations. The application was disposed of accordingly.
Topics: Corporate Amalgamation, NCLT Proceeding