Case Details

Case Name: CP (CAA) No. 45/Chd/Pb/2025

Court/Authority: National Company Law Tribunal Chandigarh Bench (Court-I)

Parties: Nav Auxichem Private Limited (Transferor Company) and Perfect Belts Private Limited (Transferee Company)

Order Date: 21.05.2026

Judges: Sh. Khetrabasi Biswal (Member Judicial) and Sh. Shishir Agarwal (Member Technical)

Parties Involved

Petitioners:

  • Nav Auxichem Private Limited (CIN: U24119PB1994PTC015145, PAN: AAACN5476A)
  • Perfect Belts Private Limited (CIN: U29219PB1996PTC017499, PAN: AABCP1066F)

Representatives:

  • For Petitioners: Mr. Karanveer Jindal, Advocate
  • For Official Liquidator: Mr. Edward George Augustine, Advocate
  • For RD Office: Dr. Kishore Kumar Dewarwade, Assistant Director
  • For Income Tax Department: Mr. Varun Issar, Senior Standing Counsel

Issues / Allegations / Violations

Petition filed under Sections 230-232 of Companies Act, 2013 seeking sanction of Scheme of Amalgamation between two group companies with common shareholders and directors. The Transferor Company had no secured creditors and its sole unsecured creditor (the Transferee Company for ₹2,50,000) had given consent. For Transferee Company, all three secured creditors had given consent.

Findings & Observations

Tribunal found that:

  • 100% equity shareholders of both companies gave unconditional consent
  • No objections received from any statutory authorities after proper notices
  • Scheme complies with all requirements of Companies Act, 2013
  • Appointed Date of 01.04.2023 was justified as date following last audited balance sheet (31.03.2023)
  • Share exchange ratio determined by registered valuer using Net Asset Value methodology
  • Post-merger net worth would be ₹1,38,28,86,202.49 as on 30.11.2023

Penalties / Settlements / Directions

Sanction Granted: Scheme of Amalgamation is sanctioned with following directions:

1. Transferor Company (Nav Auxichem) shall stand dissolved without winding up

2. All properties, rights, powers, liabilities and duties of Transferor Company shall transfer to Transferee Company

3. All employees shall transfer to Transferee Company without interruption of service

4. Share exchange ratio: 1 Perfect Belts share (₹100) for every 24 Nav Auxichem shares (₹10) held

5. Transferee Company responsible for all existing and future tax liabilities of both companies

Corrective Actions & Future Obligations

1. Transferee Company to ensure compliance with Section 239 (preservation of books and papers)

2. File certified copy of Order with ROC in e-Form INC-28 within 30 days

3. Lodge copy of Order with Superintendent of Stamps for stamp duty adjudication within 60 days

4. Continue all pending tax proceedings and assessments

5. Discharge outstanding tax demand of ₹56,620 for AY 2020-21 (Perfect Belts)

6. Handle pending assessment for AY 2024-25 and appeal for AY 2019-20

Final Ruling & Enforcement

Company Petition allowed and disposed of. The Scheme is binding on both companies, their shareholders, creditors and all concerned. The Transferee Company must comply with all applicable statutes and regulations. The Income Tax Department remains free to examine any tax payable and initiate action if Scheme results in tax avoidance.