Authority: National Company Law Tribunal, Ahmedabad Bench (Court-2)

Order Date: 18/06/2026

Case Overview

The National Company Law Tribunal (NCLT) Ahmedabad heard a joint company petition (CP(CAA)/42(AHM)2025 in CA(CAA)/28(AHM)2025) filed under Sections 230-232 of the Companies Act, 2013 by Nerka Chemicals Private Limited (Transferor Company), Gowal Consultancy Services Private Limited (Transferor Company), and Demuric Holdings Private Limited (Transferee Company) seeking approval for a scheme of amalgamation with appointed date of 01.04.2025.

The scheme involves the amalgamation of both transferor companies into Demuric Holdings Private Limited. The board of directors of all applicant companies approved the scheme through resolutions dated 11.04.2025. The Tribunal had previously dispensed with meetings of equity shareholders, unsecured creditors, and preference shareholders based on consent affidavits.

Key regulatory observations were addressed:

  • The Regional Director required compliance with Section 232(3)(i) regarding treatment of assets, liabilities, reserves, and retained earnings at carrying values
  • The difference between share capital of transferor companies and book value of cancelled investments must be transferred to Capital Reserve only
  • Accounting policies of transferee company would prevail, with differences adjusted to Capital Reserve
  • Several historical charges were identified requiring resolution:
  • Charge ID 10102193: Cholamandalam DBS Finance Limited (₹40,00,00,000)
  • Charge ID 90110424: Canara Bank (₹65,00,000)
  • Charge ID 90109826: Canara Bank (₹1,40,00,000)
  • Charge ID 90111419: Canara Bank (₹1,40,00,000)
  • Charge ID 101162010: Catalyst Trusteeship Limited (₹5,00,00,00,000) - related to NCDs issued post-filing and outstanding

The Registrar of Companies confirmed both companies are not NBFCs, have filed balance sheets up to 31.03.2024, and have no pending show-cause notices, court cases, technical scrutinies, or investigations. The Official Liquidator reported no adverse observations and confirmed no deposits under Section 73 of Companies Act, 2013. The Income Tax Department stated no outstanding demands against Demuric Holdings but reserved rights to examine compliance with Sections 2(1B), 2(19AA), 27A, 72AA of Income Tax Act, 1961.

Final Outcome

The NCLT sanctioned the amalgamation scheme, declaring it binding on all petitioner companies, their shareholders, and creditors. Key directions include:

  • Appointed date fixed as 01.04.2025
  • Transferee company must remove satisfied charges within 3 months using Form CHG-4
  • Accounting treatment differences must be transferred to Capital Reserve as per Accounting Standards
  • Transferor companies to be dissolved without winding up
  • All properties, rights, powers, liabilities, and duties of transferor companies to vest in Demuric Holdings
  • All employees to transfer without break in service on terms not less favorable
  • Certified copy of order to be filed with ROC within 30 days for registration
  • Stamp duty adjudication to be completed within 60 days
  • Regional Director fees of ₹25,000 and Official Liquidator fees of ₹20,000 per transferor company to be paid by transferee company
  • Income Tax Department retains right to examine tax implications and initiate action for any non-compliance

The Tribunal clarified that approval doesn't grant exemption from stamp duty, taxes, or other regulatory requirements.

Topics: Corporate Amalgamation, Regulatory Compliance, Corporate Restructuring