Authority: National Company Law Tribunal, Mumbai Court-IV

Order Date: 12 June 2026

Case Overview

The National Company Law Tribunal (NCLT) Mumbai heard an application (CA(CAA)-106/MB/2026) filed on 26 May 2026 under Sections 230 to 232 of the Companies Act, 2013, seeking directions for the Scheme of Amalgamation of Master Moulds Private Limited (Transferor Company, CIN: U28999MH1997PTC106289) with Master Components Limited (Transferee Company, CIN: L28900MH1999PLC123308) and their respective shareholders.

The Board of Directors of both companies had approved the Scheme in their respective meetings held on 14 November 2025, with an appointed date fixed for the Scheme as 1 October 2025. Both companies are engaged in similar businesses of manufacturing, designing, developing, assembling, and trading engineering tools, moulds, jigs, fixtures, engineering components, instruments, and machine tools used across various engineering, industrial, and commercial sectors.

The rationale for the amalgamation includes consolidation of operative efficiencies, reduction and optimization of overheads and administrative expenses, operational rationalization, optimal utilization of resources, pooling of finances and resources, reduction in compliances, focused operational efforts, standardization of business processes, productivity improvements, enhanced customer service, elimination of duplication of efforts, and alignment of business operations.

The share capital structure as of 31 March 2026 shows Master Moulds Private Limited with authorized share capital of ₹50,00,000 (50,000 equity shares of ₹100 each) and issued, subscribed, and paid-up share capital of ₹30,00,000 (30,000 equity shares of ₹100 each fully paid-up). Master Components Limited has authorized share capital of ₹4,50,00,000 (45,00,000 equity shares of ₹10 each) and issued, subscribed, and paid-up share capital of ₹4,00,00,000 (40,00,000 equity shares of ₹10 each fully paid-up).

The consideration mechanism stipulates that upon effectiveness of the Scheme, Master Components Limited shall issue and allot 40 equity shares of ₹10 each fully paid up for every 1 equity share of ₹100 held by shareholders of Master Moulds Private Limited as on the record date.

Final Outcome

The NCLT allowed the application and issued specific directions:

  • Meetings of equity shareholders of Master Moulds Private Limited (8 shareholders) are dispensed with as all have given consent affidavits
  • Meetings of secured creditors of Master Moulds Private Limited are dispensed with as there are no secured creditors
  • Meetings of unsecured creditors of Master Moulds Private Limited (6 creditors with outstanding amount of ₹6,50,276) are dispensed with as all have given consent affidavits
  • A meeting of equity shareholders of Master Components Limited (350 shareholders) must be convened within 70 days of order upload through video conferencing
  • A meeting of unsecured creditors of Master Components Limited (27 creditors with outstanding amount of ₹5,84,81,469) must be convened within 70 days of order upload through video conferencing
  • Mr. Ganapathi Mala Joshy (Independent Director) or Mr. Vishal Jayantibhai Patel (Independent Director) shall chair these meetings with remuneration of ₹10,000
  • M/s Kulkarni Padekar & Co. or M/s S R Devghare & Co. shall serve as scrutinizers with remuneration of ₹5,000
  • Notices must be published in Financial Express (English) and Nav Shakti (Marathi) newspapers at least 30 days before meetings
  • The companies must serve notices to Central Government (Regional Director, Western Region, Mumbai), Registrar of Companies, Income Tax Authorities (including Pr. CCIT, Mumbai), GST Authorities, Official Liquidator (for transferor company), and any other sectoral regulators
  • The companies must file details of corporate guarantees, performance guarantees, other contingent liabilities, letters of credit sanctioned and utilized, and margin money details
  • The companies must host the notice and Scheme on their website
  • An affidavit of service and compliance report must be filed within 10 working days after serving notices to regulatory authorities

The Tribunal noted that no investigation proceedings under Sections 210-227 of the Companies Act, 2013 are pending against the applicant companies, and no winding-up petitions or petitions under the Insolvency and Bankruptcy Code, 2016 have been admitted against them.

Topics: Corporate Amalgamation, NCLT Approval, Manufacturing Sector