Case Details
Case Name: In the matter of Concatenate Metals Advest Private Limited and Jindal (India) Limited
Court/Authority: National Company Law Tribunal, Kolkata Bench (Court-II)
Case Numbers: C.P. (CAA) No.152/KB/2025 connected with C.A. (CAA) No. 74/KB/2025
Order Date: 22nd May 2026
Appointed Date for Amalgamation: 1st April 2025
Parties Involved
Petitioner Companies:
- Transferor Company: Concatenate Metals Advest Private Limited (CIN: U74999WB2021PTC248833), incorporated on 12th October 2021, registered office at 16 B, Shakespeare Sarani, 2nd Floor, Kolkata, West Bengal - 700071
- Transferee Company: Jindal (India) Limited (CIN: U24105WB1991PLC092393), incorporated on 14th January 1952, registered office at National Highway No. 6, Village-Jangalpur, P.O. Andul, Howrah, West Bengal - 711302
Regulatory Authorities Involved:
- Regional Director, Ministry of Corporate Affairs, Kolkata
- Official Liquidator, Calcutta High Court
- Income Tax Department (Circle 7(1) and Circle 1(1))
- Registrar of Companies, West Bengal
Issues / Allegations / Violations
This was a petition for sanction of a Scheme of Amalgamation under Sections 230(6) and 232(3) of the Companies Act, 2013. There were no allegations or violations reported. The scheme was proposed for business consolidation purposes.
Findings & Observations
- The Official Liquidator reported that the affairs of the transferor company were not conducted in a manner prejudicial to its members or public interest.
- The Regional Director raised several observations which were addressed by the petitioner companies through rejoinder affidavits:
- Directed companies to provide list/details of assets to be transferred (complied with)
- Required undertaking for compliance with Section 232(3)(i) regarding revised authorized share capital fees (complied with)
- Directed payment of applicable stamp duty on transfer of immovable properties (undertaking given)
- Confirmed that the scheme filed with CA and CP were identical (undertaking given)
- Noted that statutory notices were served to all concerned authorities
- Income Tax Department conveyed no objection to the scheme subject to transferee company honoring pending liabilities
Penalties / Settlements / Directions
No monetary penalties were imposed. The Tribunal issued the following directions:
- The Scheme of Amalgamation is sanctioned and binding from the Appointed Date (1st April 2025)
- All property, rights, and interests of transferor company shall transfer to transferee company
- All liabilities, duties, and obligations of transferor company shall transfer to transferee company
- All pending proceedings against transferor company shall continue against transferee company
- Transferee company to issue and allot shares to shareholders of transferor company as per scheme
- Transferor company to file Schedule of Assets in Form CAA7 within 60 days of order
- Transferor company shall stand dissolved without winding up from Effective Date
Corrective Actions & Future Obligations
- Transferee company (Jindal India) undertook to honor all pending liabilities of transferor company, including tax demands
- Both companies to deliver certified copy of order to Registrar of Companies within 30 days for registration
- Companies to comply with all provisions of Section 232(3)(i) regarding revised authorized share capital
- Companies to pay applicable stamp duty on transfer of immovable properties
Final Ruling & Enforcement
- The Tribunal allowed the petition and sanctioned the Scheme of Amalgamation
- The amalgamation is effective from the Appointed Date of 1st April 2025
- The transferor company (Concatenate Metals Advest) shall stand dissolved from the Effective Date without winding up
- All documents relating to the transferor company shall be consolidated with transferee company's files with ROC
- The petition and connected application were disposed of accordingly