Authority: National Company Law Tribunal, New Delhi Bench, Court-VI
Order Date: 15 July 2026
Case Overview
The National Company Law Tribunal (NCLT) New Delhi bench heard a joint application under Sections 230-232 of the Companies Act, 2013 regarding a Scheme of Amalgamation involving three companies: Windchimes Trading Private Limited (Transferor Company No. 1), Auris Developers Private Limited (Transferor Company No. 2), and Windchimes Botique Homes Private Limited (Transferee Company). All companies share the same registered office at D-4, 1st Floor, Commercial Complex, Paschimi Marg, Vasant Vihar, New Delhi 110057.
The scheme was approved by the respective boards of directors on 18 February 2025, with an appointed date of 1 April 2024. The Tribunal had previously dispensed with meetings of equity shareholders, secured creditors, and unsecured creditors vide order dated 30 April 2025. Notices were issued to regulatory authorities including the Regional Director (Northern Region), Income Tax Department, Registrar of Companies (NCT of Delhi and Haryana), and Official Liquidator, with publications in Indian Express (English) and Jansatta (Hindi) on 7 July 2025.
The Regional Director raised several observations which were addressed by the petitioner companies:
- Regarding non-filing of BEN-2 forms for both transferor companies, the companies clarified that shareholders Mr. Rajesh Kumar Nandrajog and Mr. Amrit Lal Giroti hold shares directly in their own names (5,000 shares each in Windchimes Trading and 7,500 shares each in Auris Developers) with no indirect holdings, making BEN-2 filing unnecessary.
- The companies addressed queries about significant provisions made in financial statements - Windchimes Trading had made provisions of ₹6,36,07,090 for doubtful debts and ₹6,40,00,220 for diminution in value of inventories as of 31 March 2024, which were subsequently reversed in FY 2024-25 as the management successfully realized the full value of stock and settled outstanding loans.
- Regarding loans of ₹3,37,05,080 to Ms. Seema Batra and inter-corporate deposits of ₹3,37,65,785 to City Home Developers Pvt. Ltd., the companies stated these were not related party transactions requiring disclosure.
- The Transferee Company had given long-term loans and advances of ₹14,48,37,640 to Windchimes Constructions Pvt. Ltd. as of 31 January 2025, with proper disclosures in financial statements.
- Regarding fresh capital raised by Windchimes Botique Homes through issue of 25,204 equity shares to Windchimes Trading for ₹6,24,55,512 (including premium of ₹5,99,35,112), the company clarified this was a bona fide transaction for working capital requirements, not in anticipation of the merger.
The Regional Director, Income Tax Department, and Official Liquidator ultimately raised no objections to the scheme. The Income Tax Department specifically required and received an undertaking that the Transferee Company would pay all present and future income tax dues of both transferor companies.
Final Outcome
The NCLT sanctioned the Scheme of Amalgamation with the following key directions:
- The appointed date of the scheme is 1 April 2024.
- All contracts of the transferor companies will transfer to and vest in Windchimes Botique Homes Private Limited.
- All employees of the transferor companies will transfer to the transferee company without interruption of service and on terms no less favorable than existing conditions.
- All liabilities of the transferor companies will transfer to the transferee company pursuant to Section 232(4) of the Companies Act, 2013.
- All pending proceedings against the transferor companies may be continued against the transferee company.
- The petitioners must deliver a certified copy of the order to the Registrar of Companies within 30 days, after which the transferor companies will be dissolved.
- The transferee company must file annual implementation statements in Form CAA-8 with the ROC within 210 days from each financial year end until full implementation.
- The sanction doesn't grant exemption from payment of stamp duty, taxes, or other statutory charges.
The petition stands disposed of with these directions.
Topics: Corporate Amalgamation, Regulatory Compliance, Corporate Restructuring