Authority: National Company Law Tribunal, New Delhi Bench Court-IV

Order Date: 08.06.2026

Case Overview

The National Company Law Tribunal (NCLT) New Delhi heard a joint petition under Sections 230-232 of the Companies Act, 2013 filed by Shree Durga Home Appliances Private Limited (Transferor Company) and Summer Cool Home Appliances Limited (Transferee Company) seeking sanction of their Scheme of Amalgamation.

The Transferor Company, incorporated on September 1, 2008 (CIN: U51505DL2008PTC182712), had an authorized capital of ₹5 crore and paid-up capital of ₹3.98 crore. The Transferee Company, originally incorporated as a private limited company on January 13, 2003 and converted to a public limited company on May 18, 2015 (CIN: U51909DL2003PLC118431), had an authorized capital of ₹10 crore and paid-up capital of ₹1.39 crore. Both companies were engaged in manufacturing home appliances.

The rationale for amalgamation included streamlining group structure, better resource management, reduction of compliance costs, operational synergies, and strengthening competitive position in the home appliances market. The Tribunal had previously dispensed with meetings of shareholders and creditors vide order dated November 30, 2021.

The Regional Director raised several observations: (1) Transferor Company appeared dormant with nil revenue for two years; (2) Auditor's emphasis on merger proceedings affecting going concern assumption with ₹16.27 crore shown as 'merger under process'; (3) Non-filing of BEN-2 form despite corporate shareholding exceeding 10%; (4) Inadequate disclosure of other loans & advances of ₹16.78 crore; (5) Address discrepancy between registered office in Ghaziabad (MCA records) and Delhi (petition); (6) Non-provisioning for gratuity as per AS-15; (7) Discrepancy between bank statements and books of accounts; (8) Requirement to pay fees on revised authorized share capital.

The Income Tax Department reported an outstanding demand of ₹1,04,70,221 against the Transferee Company as of June 4, 2024, which the company claimed was resolved under the Vivad Se Vishwas scheme through an order dated October 11, 2021. The Transferor Company disclosed pending proceedings under Section 147 of Income Tax Act for assessment year 2018-19.

The Official Liquidator reported no objections to the scheme. The companies provided undertakings to maintain separate accounts for pending tax proceedings and comply with all statutory obligations.

Final Outcome

The NCLT sanctioned the Scheme of Amalgamation with the following key directions:

  • The appointed date is fixed as April 1, 2026 (modified from the proposed April 1, 2020)
  • Share exchange ratio: 15 equity shares of Summer Cool (₹10 each) for every 59 equity shares of Shree Durga
  • All assets and liabilities of Transferor Company shall vest in Transferee Company
  • All employees shall become employees of Transferee Company without break in service
  • Transferor Company shall stand dissolved without winding up
  • All pending proceedings against Transferor Company shall continue against Transferee Company
  • Companies must file annual implementation statements in Form CAA-8 within 210 days of each financial year end
  • Companies must deliver certified copy of order to Registrar of Companies within 30 days
  • The sanction doesn't exempt payment of stamp duty, taxes, or other statutory charges

The petition CP(CAA)91/ND/2022 stands disposed of.

Topics: Corporate Amalgamation, Regulatory Compliance, Tax Settlement