Authority: National Company Law Tribunal, Hyderabad Bench - 1

Order Date: 10.06.2026

Case Overview

The National Company Law Tribunal (NCLT) Hyderabad Bench heard a joint petition filed under Sections 230-232 of the Companies Act, 2013 by M/s Kilaru Naturals Private Limited (Transferor Company) and M/s Nutrivative Foods Private Limited (Transferee Company) seeking sanction of their Scheme of Amalgamation. Both companies are registered in Hyderabad, Telangana, with identical registered office addresses.

The Transferor Company (Kilaru Naturals) was incorporated on 08.08.2011 (CIN: U01403TG2011PTC075861) with authorized capital of ₹6.15 crore and paid-up capital of ₹1.82 crore as of 30.06.2025. The Transferee Company (Nutrivative Foods) was incorporated on 30.07.2014 (CIN: U15122TG2014PTC095075) with authorized capital of ₹2.5 lakh and paid-up capital of ₹1.56 lakh as of 30.06.2025.

The Scheme proposed amalgamation of the Transferor Company into the Transferee Company with appointed date of 01.04.2025. The share exchange ratio was set at 1:677, meaning for every 677 shares held in the Transferor Company, shareholders would receive 1 share in the Transferee Company, applicable to both equity and preference shares.

Key regulatory observations were addressed:

  • Income Tax Department noted no outstanding demands but highlighted Transferee Company's carried forward losses of ₹3.22 crore as of AY 2025-26
  • Official Liquidator raised concerns about accounting treatment and requested clarification on compliance with Accounting Standard 14
  • Regional Director (SER) sought undertakings for statutory compliance, payment of disputed dues, and preservation of records

The Petitioner Companies provided undertakings to address all regulatory concerns, including payment of all statutory dues, compliance with accounting standards, and preservation of books and records.

Final Outcome

The NCLT sanctioned the Scheme of Amalgamation with the following specific directions:

  • The Scheme is binding on all members, employees, creditors and stakeholders with effect from appointed date 01.04.2025
  • Transferee Company made liable for all outstanding dues of Transferor Company, including tax demands with interest and penalties
  • Companies directed to preserve books of accounts and records without disposal without Central Government permission
  • Strict compliance with accounting standards under Section 133 of Companies Act, 2013 mandated
  • Companies to file certified copy of order with Registrar of Companies within 30 days in Form INC-28
  • Revenue authorities permitted to take appropriate recourse for recovering existing and previous tax liabilities

Topics: Corporate Amalgamation, Regulatory Compliance, Share Exchange