Case Details

Case Name: CA (CAA) No. 42/KB/2026

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

Parties Involved: Amuse Goods Private Limited (Transferor Company No. 1), Empire Vyapaar Private Limited (Transferor Company No. 2), Event Trading Private Limited (Transferor Company No. 3), Linbert Merchandising Private Limited (Transferor Company No. 4), Mathura Merchandising Private Limited (Transferor Company No. 5), Top Class Logistics Private Limited (Transferor Company No. 6), Planner Merchandising Private Limited (Transferee Company)

Date of Order: 22-May-2026

Nature of Application: Application under section 230 read with section 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Parties Involved

Petitioners/Applicants: The seven companies listed above.

Counsel for Applicants: Ms. Swati Bajaj, FCS

Tribunal Members: Shri. Labh Singh (Member - Judicial), Ms. Rekha Kantilal Shah (Member - Technical)

Registered Valuer: Manish Gadia (IBBI Registration No. IBBI/RV/06/2019/11646)

Issues / Allegations / Violations

This is a first-stage application seeking orders and directions for convening meetings of shareholders and creditors in connection with a proposed Scheme of Amalgamation. There are no allegations or violations cited. The application is a procedural step to seek approval for the scheme.

Findings & Observations

The Tribunal observed that the Board of Directors of all applicant companies passed resolutions adopting the proposed Scheme of Amalgamation in their respective meetings held on 09-February-2026.

A Valuation Report recommending the Swap Ratio was prepared by a registered valuer, Manish Gadia.

The statutory auditors of all applicant companies provided a certificate dated 25-February-2026 confirming that the accounting treatment proposed in the scheme is in conformity with the prescribed Accounting Standards.

None of the applicant companies are NBFCs, and none have their shares listed on any stock exchange.

The Tribunal noted the shareholder and creditor composition, which showed 100% consent from all equity shareholders and the sole secured creditor of the Transferee Company (PMPL). All other applicant companies had nil secured and unsecured creditors.

Penalties / Settlements / Directions

No penalties or settlements were imposed as this is an approval for a scheme.

Key Directions:

  • Meetings of Equity Shareholders of all Applicant Companies are dispensed with due to 100% consent.
  • Meetings of Secured Creditors of Applicant Company No. 7 (PMPL) are dispensed with due to 100% consent from its one secured creditor.
  • No meetings are required for Unsecured Creditors or Secured Creditors of other companies as there are NIL such creditors.
  • The Applicants are directed to serve notice under Section 230(5) of the Companies Act, 2013, along with all accompanying documents (including the Scheme) on the following authorities within two weeks:

a. Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata

b. Registrar of Companies

c. Official Liquidator

d. Income Tax Department having jurisdiction

e. Other affected sectoral authorities

  • The notice must specify that any representation should be filed with the Tribunal within 30 days of receipt.
  • The Applicants must file an affidavit proving service of notices and compliance with all directions within two weeks after such service.

Corrective Actions & Future Obligations

The Applicants are obligated to serve notices on all specified statutory and sectoral authorities as directed by the Tribunal.

They must file an affidavit of compliance proving that this service has been completed.

The scheme will proceed to the next stage pending any representations from the notified authorities.

Final Ruling & Enforcement

The application (CA (CAA) No. 42/KB/2026) was disposed of with the above directions and orders.

The Appointed Date for the proposed amalgamation is 01-April-2025.

The final approval of the scheme is contingent upon the outcome of the notices served and any subsequent representations received.