Authority: National Company Law Tribunal, Kolkata Bench, Court No I

Order Date: 02 July 2026

Case Overview

The National Company Law Tribunal (NCLT) Kolkata Bench heard Company Petition C.P(CAA) No 9/KB/2026 connected with Company Application C.A.(CAA) No 205/KB/2025 filed under Sections 230-232 of the Companies Act, 2013. The petition sought sanction of a Composite Scheme of Amalgamation and Arrangement involving six petitioner companies: Breeze Commodeal Private Limited (Transferor Company 1), Magnafits International Private Limited (Transferor Company 2), Vidya Edutech Private Limited (Transferor Company 3), Sanmati Corporate Investments Private Limited (Transferor Company 4), Subhash Kabini Power Corporation Limited (Transferee Company/Demerged Company), and SKPCL Hydro Power Project Limited (Resulting Company).

The Scheme provided for: (i) amalgamation of the four transferor companies with Subhash Kabini Power Corporation Limited; and (ii) demerger of the Demerged Undertaking of Subhash Kabini Power Corporation Limited into SKPCL Hydro Power Project Limited, with consequential issue of shares and reorganization. The Board of Directors of all petitioner companies unanimously approved the Scheme on 12 September 2025.

The stated objectives of the Scheme included restructuring and consolidation of businesses for enhanced value creation, simplification of group structure, reduction in multiplicity of entities, operational and cost efficiencies, and creating a focused platform for the hydro power project business in the Resulting Company. The statutory auditors confirmed that the accounting treatment conformed to accounting standards under Section 133 of the Companies Act, 2013, and a valuation report determining the exchange ratio was prepared by CA Shivam Mundra (IBBI Registration No. IBBI/RV/06/2023/15313).

The Tribunal had previously, by order dated 14 November 2025, dispensed with meetings of equity shareholders and unsecured creditors of Petitioner Nos. 1, 2, 3, 4 and 6 and of secured and unsecured creditors of Petitioner No. 5, and directed convening of a meeting of equity shareholders of Petitioner No. 5 (Subhash Kabini Power Corporation Limited) on 30 December 2025. The meeting was duly held and the Scheme was approved by the shareholders.

The Regional Director (Eastern Region) filed observations dated 27 May 2026, noting that there were no complaints against the Scheme and that the companies were up-to-date in statutory filings. The observations included requirements for undertakings regarding non-demerger of amalgamated assets, compliance with name change procedures, submission of asset details, payment of stamp duty, and adherence to decisions of concerned authorities like the Income Tax Department. The petitioners filed a rejoinder affidavit dated 18 June 2026 providing the required undertakings and clarifications.

Final Outcome

The NCLT sanctioned the Composite Scheme of Amalgamation and Arrangement, making it binding on all six petitioner companies, their shareholders, and creditors with effect from the respective Appointed Dates as defined in the Scheme. The order provides for:

  • Transfer and vesting of all property, rights, and powers of the Transferor Companies and the Demerged Undertaking to the Transferee Company and/or Resulting Company
  • Transfer of all debts, liabilities, duties, and obligations to the Transferee Company and/or Resulting Company
  • Transfer of employees with continuity of service
  • Continuation of legal proceedings by or against the Transferee Company and/or Resulting Company
  • Issue and allotment of shares to shareholders of Transferor Companies and Demerged Company
  • Dissolution of Transferor Companies without winding up upon filing of the order with ROC
  • Set-off of fees on authorized share capital and payment of balance fees
  • Payment of applicable stamp duty on transfer/demerger of immovable properties
  • Compliance with name change procedures through MCA21 portal
  • Filing of certified copy with Registrar of Companies, Kolkata within 30 days

The petitioners must file a Schedule of Assets and Liabilities within 30 days and supply legible printouts of the sanctioned Scheme to the Registry. The Tribunal clarified that sanction of the Scheme does not preclude competent authorities from taking action for any default or violation of applicable laws.

Topics: Corporate Restructuring, NCLT Approval, Hydro Power Business