Case Details

Case Name: In the matter of Scheme of Amalgamation between M/s Lakshmi Technosolutions Private Limited and M/s Srijayalakshmi Automotives Private Limited

Court/Authority: National Company Law Tribunal, Hyderabad Bench - I

Case Number: CP (CAA) No. 48/230/HDB/2025 connected with C.A. (CAA) No.33/230/HDB/2025

Date of Order: 20.05.2026

Period of Dispute: Scheme implementation with Appointed Date 01.10.2024

Parties Involved

Petitioners:

  • M/s Lakshmi Technosolutions Private Limited (Transferor Company) [CIN: U45100TG2003PTC041833]
  • M/s Srijayalakshmi Automotives Private Limited (Transferee Company) [CIN: U34300TG1998PTC029447]
  • Their respective shareholders and creditors

Regulatory Authorities Involved:

  • Income Tax Department
  • Official Liquidator
  • Regional Director (SER)

Tribunal Members:

  • Shri Rajeev Bhardwaj, Hon'ble Member (Judicial)
  • Shri Sanjay Puri, Hon'ble Member (Technical)

Legal Representation:

  • Ms. Grishma Kalantri, Ld. PCS for the Petitioner

Issues / Allegations / Violations

The petition sought sanction of Scheme of Amalgamation under Sections 230-232 of Companies Act, 2013. Key issues raised by regulatory authorities:

Income Tax Department Observations:

  • Pending demand of ₹3,57,69,540 against Transferor Company for AY 2017-18, 2018-19, and 2019-2020
  • Pending demand of ₹5,81,50,380 against Transferee Company for earlier assessment years
  • Requested Tribunal to ensure resultant company liable for all dues

Official Liquidator Observations:

  • Record date determination power vested solely with Amalgamated Company's Board
  • Employee protection clause wording concerns
  • Appointed Date of 01.10.2024 considered old without proper justification
  • Authorized capital clubbing not compliant with Section 232(3)(i) of Companies Act
  • 1:1 share exchange ratio questioned given Transferor Company's loss-making status
  • Accounting treatment inconsistency with AS-14 requirements
  • Valuation report adequacy concerns

Regional Director (SER) Observations:

  • Statutory compliance assurance required
  • Tax liability undertaking needed
  • Object dissimilarity between companies
  • Tax implications of loss-making company merging with profit-making company
  • Loans to interested parties compliance with Sections 185/186/188
  • Open charges pending
  • Books preservation requirement
  • Offences liability continuation
  • Rule 17(2) compliance requirement

Findings & Observations

The Tribunal examined all material on record and found:

  • No tenable objections raised by regulatory authorities
  • Petitioner Companies undertook to comply with all observations
  • Scheme not opposed to public interest
  • Proposed Scheme in interests of both companies and their stakeholders
  • All statutory compliances under Sections 230-232 made
  • Accounting treatment certified by Karvy & Co, Chartered Accountants as compliant with Section 133

Penalties / Settlements / Directions

The Tribunal sanctioned the Scheme with specific directions:

Approval Conditions:

  • Scheme sanctioned with Appointed Date as 01.10.2024
  • Binding on all members, employees, creditors, and stakeholders
  • No exemption from payment of stamp duty, taxes, or other charges
  • All assets, properties, rights, and liabilities transferred without further act

Compliance Directions:

  • Petitioner Companies to comply with all observations by statutory authorities
  • Books of accounts and records preserved without disposal without Central Government permission
  • Statutory compliance of all applicable laws ensured
  • No absolution from statutory liability
  • All legal proceedings to continue against Transferee Company
  • Transferee Company liable for all pending tax demands
  • Strict compliance with Accounting Standards under Section 133
  • Revenue authority rights preserved for tax recovery
  • Section 2(41) compliance if applicable
  • Transferor Company dissolved without winding up
  • Annual compliance statement filing requirement
  • Rule 17(2) compliance within 30 days

Corrective Actions & Future Obligations

Petitioner Companies Undertakings:

  • Record date to be fixed in mutual agreement between both companies
  • No retrenchment of employees in service as on Appointed Date
  • Differential fee payment for authorized capital consolidation after credit for fees already paid
  • Full tax law compliance including any implications post-sanction
  • Loans granted in compliance with Sections 185, 186, and 188
  • Books preservation without prior Central Government permission
  • Offences liability handling in accordance with law

Final Ruling & Enforcement

The Tribunal allowed CP (CAA) No.48/230/HDB/2025 with the following final order:

  • Scheme of Amalgamation sanctioned with Appointed Date 01.10.2024
  • Scheme binding on all stakeholders
  • All regulatory observations to be complied with by Petitioner Companies
  • Transferee Company bears all liabilities including tax demands
  • Transferor Company dissolved without winding up
  • Petitioner Companies to file certified copy with ROC in Form INC-28 within 30 days
  • Liberty granted to any person to apply for necessary directions
  • Petition disposed of accordingly

The order was signed by both Tribunal Members: Sd/- (Sanjay Puri), Member (Technical) and Sd/- (Rajeev Bhardwaj), Member (Judicial).