Authority: National Company Law Tribunal, Jaipur Bench

Order Date: 18 June 2026

Case Overview

This order pertains to a joint application (CA (CAA) No. 1/230-232/JPR/2026) filed by NNB Paper Products Private Limited (Transferor Company) and NTC Ventures Private Limited (Transferee Company) under Sections 230-232 of the Companies Act, 2013. The application sought approval for a composite scheme of amalgamation whereby NNB Paper Products would amalgamate with NTC Ventures. Both companies are closely held, unlisted, private limited companies under common shareholding, management, and control. Their registered offices are within the jurisdiction of the NCLT Jaipur Bench and the Registrar of Companies, Jaipur.

The board of directors of both companies approved the scheme in their respective meetings held on 26 January 2026. The appointed date fixed under the scheme is 01 April 2025. The principal rationale for the amalgamation, as presented by the companies, includes the consolidation of group entities, pooling of resources, optimization of operations, reduction in overheads, better utilization of financial and human resources, enhancement of business efficiency, and a significant reduction in the multiplicity of legal and regulatory compliances.

NNB Paper Products (CIN: U21000RJ2021PTC072858) is engaged in manufacturing polypropylene (PP) woven packaging solutions for sectors like agrochemicals, fertilizers, cement, and food products. Its authorized share capital is Rs. 2,00,00,000 divided into 20,00,000 equity shares of Rs. 10 each, and its issued, subscribed, and paid-up capital is Rs. 1,70,00,000 (17,00,000 shares).

NTC Ventures (CIN: U63000RJ2019PTC065876) provides transport and auxiliary mining services, primarily for the cement and packaging industries in northern India. Its authorized share capital is Rs. 4,50,00,000 divided into 45,00,000 equity shares of Rs. 10 each, and its issued, subscribed, and paid-up capital is Rs. 3,02,00,000 (30,20,000 shares).

The share exchange ratio was determined by an IBBI-registered valuer, Mr. Aman Bansal. The ratio is 25 (Twenty-Five) equity shares of NTC Ventures of INR 10 each to be issued for every 100 (One Hundred) equity shares held in NNB Paper Products of INR 10 each.

The application confirmed that no proceedings or investigations are pending against the applicant companies under the Companies Act. A Chartered Accountant's certificate was filed confirming that the accounting treatment complies with the applicable accounting standards.

Final Outcome

The Tribunal allowed the application and dispensed with the requirement to convene meetings of equity shareholders, secured creditors, and unsecured creditors of both companies. This decision was based on the submission of consent affidavits from all relevant parties:

  • For NNB Paper (Transferor): 2 Equity Shareholders, 1 Secured Creditor, and 26 Unsecured Creditors.
  • For NTC Ventures (Transferee): 3 Equity Shareholders, 4 Secured Creditors, and 4 Unsecured Creditors.

The companies were directed to send individual notices in Form CAA 3, along with a copy of the scheme, explanatory statement, and requisite disclosures, to the Income Tax Authorities, ROC, Official Liquidator, Regional Director - MCA (North Western Region), and any other relevant sectoral regulators for their observations. The companies must also file an affidavit regarding concerned sectoral regulators and, if applicable, regarding exemption under the Competition Act, 2002.

The application was allowed subject to compliance with these directions and the applicable provisions of the Companies Act, 2013, and the relevant Rules.

Topics: Corporate Amalgamation, NCLT Approval, Share Exchange