Case Details

Case Name: In the matter of Scheme of Amalgamation between Omkareshwari Exim Limited, Ikshan Enterprise Limited, and Makams Industries Private Limited

Court/Authority: National Company Law Tribunal (NCLT), New Delhi Bench, Court-VI

Case Numbers: Company Petition No. (CAA)-89/230/232/ND/2024 (Connected with Company Application No. (CAA)-61(ND)/2024)

Date of Order: 21 May 2026

Governing Law: Sections 230-232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

Parties Involved

Petitioners/Applicant Companies:

1. Applicant Company No. 1/Transferor Company: M/s Omkareshwari Exim Limited (Incorporated 13 March 2015; Public Limited Company)

2. Applicant Company No. 2/Transferor Company: M/s Ikshan Enterprise Limited (Incorporated 02 March 2016; Public Limited Company)

3. Applicant Company No. 3/Transferee Company: M/s Makams Industries Private Limited (Incorporated 27 April 2009; Private Limited Company)

Common Registered Office for all Companies: F-12, Adarshini Plaza, 91, Adchini, Sri Aurbindo Marg, New Delhi- 110017

Legal Counsel for Petitioners: Mr. Sushant Sarkar, Adv., Mr. Prasant Sarkar, CS

Respondents/Regulatory Authorities Represented:

  • For the Income Tax Department: Mr. Gaurav Gupta, SSC, Mr. Shivendra Singh, JSC, Mr. Yojit Pareek, JSC, Ms. Ankita, Mr. Prassant Kumar Sharma, Advs.

Tribunal Bench: Justice Jyotsna Sharma (Hon'ble Member - Judicial) and Ms. Anu Jagmohan Singh (Hon'ble Member - Technical)

Issues / Allegations / Violations

This was an application for the sanction of a Scheme of Amalgamation. The primary procedural issue was an inadvertent error in the initial scheme document where the swap exchange ratio was left blank in Clause 6.3(a) & (b). This was flagged by the Regional Director (RD) in its report dated 17 February 2025. There were no allegations of misconduct or violations, as confirmed by the Official Liquidator's report dated 11 December 2024, which stated the affairs of the transferor companies had not been conducted prejudicially to members or public interest.

Findings & Observations

The Tribunal, citing the Supreme Court precedent in Miheer H. Mafatial vs Mafatial Industries Ltd JT 1996 (8) 205, observed that its role is peripheral and supervisory, not appellate. It is not for the Tribunal to examine the commercial merits of a scheme approved by shareholders and creditors. The key finding was that the petitioners rectified the initial error by filing a revised Scheme of Amalgamation on 13 August 2025, which was taken on record by the Tribunal on 29 January 2026.

Penalties / Settlements / Directions

No penalties were imposed. The Tribunal sanctioned the Scheme and issued specific directions:

  • The Appointed Date for the amalgamation is 01 April 2023.
  • The Transferor Companies (Omkareshwari and Ikshan) shall stand dissolved without winding up upon the scheme becoming effective.
  • All assets, properties, contracts, liabilities, and contingent liabilities of the transferor companies shall be transferred to and vested in the Transferee Company (Makams Industries).
  • All employees of the transferor companies shall become employees of Makams Industries without interruption of service and on terms no less favourable.
  • All legal proceedings pending by or against the transferor companies shall be continued by or against Makams Industries.
  • The petitioners must comply with all statutory requirements, and this order does not grant exemption from payment of stamp duty or taxes.

Corrective Actions & Future Obligations

Corrective Action Taken: The petitioners filed a rectified Scheme of Amalgamation on 13.08.2025 to address the RD's observation regarding the blank swap ratio.

Future Obligations Directed by Tribunal:

1. The Petitioners must deliver a certified copy of this order to the Registrar of Companies (RoC) within 30 days for registration. Upon delivery, the transferor companies will be dissolved, and their documents consolidated with Makams Industries' file.

2. As per Section 232(7) of the Companies Act, 2013, Makams Industries must file an annual statement in Form CAA 8 with the RoC, along with fees, within 210 days from the end of each financial year until the scheme is fully implemented.

Final Ruling & Enforcement

The Tribunal granted full sanction to the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013. The ruling is effective from the Appointed Date of 01 April 2023. The petition was disposed of accordingly. The order is to be served to all parties.