NCLT Approves Opsofex-Mejor Info Services Amalgamation Scheme

Case Details

Case Name: In the Matter of Scheme of Amalgamation of Opsofex Private Limited and Mejor Info Services Private Limited

Court/Authority: National Company Law Tribunal, Kolkata Bench (Court-II)

Case Number: C.A.(CAA) No. 40(KB)2026

Date of Order: 22nd May 2026

Bench: Shri Labh Singh (Member Judicial), Ms. Rekha Kantilal Shah (Member Technical)

Parties Involved

Applicant Company No. 1/Transferor Company: Opsofex Private Limited

• Incorporated: 31st July 2024

Applicant Company No. 2/Transferee Company: Mejor Info Services Private Limited

• Incorporated: 2nd January 2026

Legal Counsel: Mr. Anil Kumar Dubey, PCS (appeared physically/through video conferencing)

Issues / Allegations / Violations

This is a first-stage application under Section 230 read with Section 232 of the Companies Act, 2013 for approval of a Scheme of Amalgamation where Opsofex Private Limited (Transferor Company) will amalgamate with Mejor Info Services Private Limited (Transferee Company) with an appointed date of 15th January 2026.

Findings & Observations

The Tribunal noted that:

• The Board of Directors of both companies approved the Scheme in their respective meetings held on 6th March 2026
• A Valuation Report dated 5th March 2026 was issued by CS Anil Kumar Dubey (IBBI Registration Number: IBBI/RV/03/2019/12411) recommending fair equity share exchange ratio
• The Statutory Auditor of the Transferee Company certified on 10th March 2026 that the accounting treatment conforms to Accounting Standards under Section 133 of the Companies Act, 2013
• None of the companies' shares are listed on any stock exchange
• 100% consent was obtained from all shareholders and creditors

Penalties / Settlements / Directions

The Tribunal made the following orders:

Meeting Dispensations:

• Equity Shareholders meetings dispensed with due to 100% consent from all shareholders
• No preference shareholders exist in either company
• Unsecured creditors meetings dispensed with due to 100% consent
• No secured creditors exist in either company

Notice Requirements:

• Notice under Section 230(5) must be served within two weeks to:
• Regional Director, Eastern Region, Ministry of Corporate Affairs
• Registrar of Companies, Kolkata, West Bengal
• Official Liquidator, High Court at Calcutta
• Income Tax Department including Chief Commissioner of Income Tax having jurisdiction
• Notices to be sent by hand delivery/special messenger or speed post and by email
• Representations must be filed within 30 days from receipt of notice

Corrective Actions & Future Obligations

The Applicant Companies must:

• Serve all required notices to regulatory authorities within two weeks from receiving the order
• Provide all accompanying documents including the Scheme and statement under Companies Act provisions
• Ensure simultaneous copy of any representations is sent to their legal counsel

Final Ruling & Enforcement

The Tribunal disposed of the application (C.A. (CAA) No. 40/KB/2026) and directed that if no representations are received within 30 days, it will be presumed that authorities have no objections to the Scheme. The order provides for urgent certified copies subject to compliance with requisite formalities.