Case Details
Case Name: CP (CAA) 2/Chd/Hry of 2026 (2nd Motion)
Court/Authority: National Company Law Tribunal Chandigarh Bench (Court-II)
Parties:
- Petitioner Company No. 1/Amalgamating Company 1: NIIT Institute of Finance Banking & Insurance Training Limited
- Petitioner Company No. 2/Amalgamating Company 2: RPS Consulting Private Limited
- Petitioner Company No. 3/Amalgamated Company: NIIT Limited
Order Date: 22.05.2026
Judges: Mr. Kaushalendra Kumar Singh (Member-Technical), Mr. Khetrabasi Biswal (Member-Judicial)
Parties Involved
Petitioners Represented by: Mr. Atul V Sood, Advocate
Regional Director Represented by: Dr. Kishore Kumar Devarwade, Asst. Director
Income Tax Department Represented by: Ms. Nikita Garg, Jr. Standing Counsel
Official Liquidator Represented by: Mr. Sahil Garg, Advocate
Issues / Allegations / Violations
This is a petition under Sections 230 & 232 of the Companies Act, 2013 seeking sanction of a Scheme of Arrangement for Amalgamation between the petitioner companies. The Regional Director raised specific observations regarding pending statutory dues:
For NIIT Institute of Finance (Amalgamating Company 1):
- Service Tax dispute of Rs. 32,352 thousands (₹32.35 million) for period 2008-2010 pending before Commissioner of Service Tax, Delhi-II
For NIIT Limited (Amalgamated Company):
- GST dispute of Rs. 2.18 million for period 2018-2020 pending before GST Appellate Authorities
- Income Tax dispute of Rs. 9.41 million for Assessment Years 1999-2000 to 2005-2006 pending before High Court and Income Tax Appellate Tribunal
- Income Tax dispute of Rs. 11.37 million for Assessment Year 2011-2012 (which was settled vide Order No. ITBA/APL/S/250/2025-26/1077025622(1) dated June 13, 2025 by CIT(A))
- Requirement to pay differential duty on enhanced authorized share capital under Section 232(3)(i) of Companies Act, 2013
Findings & Observations
The Tribunal found that:
- The First Motion Application (CA(CAA) 50/Chd/Hry/2025) was allowed on 18.12.2025 with directions to dispense with meetings of equity shareholders, secured creditors, and unsecured creditors
- All statutory notices were properly served and published in Business Standard (English-Delhi NCR Edition) and Jansatta (Hindi-Delhi NCR Edition) on 10.03.2026
- The accounting treatment proposed in the Scheme complies with Indian Accounting Standards (Ind AS) as per statutory auditors' certificate
- No notice to Competition Commission of India was required as exempted under Item 9 of Schedule I of CCI Regulations, 2011
- The petitioner companies provided adequate undertakings and clarifications regarding all disputed tax amounts
Penalties / Settlements / Directions
No penalties were imposed. The Tribunal accepted the undertakings provided by the petitioner companies:
- Amalgamated company (NIIT Limited) undertakes to make payment of all disputed tax amounts upon final adjudication
- Amalgamated company undertakes to pay differential duty on enhanced authorized share capital
- Income Tax Department confirmed no objection to the scheme but reserved rights to examine tax avoidance aspects
- Official Liquidator reported no representations/observations
Corrective Actions & Future Obligations
- Amalgamated company must make payment of disputed tax amounts upon final adjudication orders
- Amalgamated company must pay differential duty on revised authorized share capital
- All tax liabilities and pending appeals/proceedings under Income Tax Act shall be enforced against amalgamated entity
- The sanction does not grant exemption from payment of stamp duty, taxes, or other charges due under law
Final Ruling & Enforcement
The Tribunal sanctioned the Composite Scheme of Arrangement with the following specific orders:
1. Scheme Binding: The Scheme is binding on all petitioner companies, their shareholders, and creditors
2. Asset Transfer: All properties, rights, and powers of amalgamating companies shall transfer to NIIT Limited without further act
3. Liability Transfer: All liabilities and duties of amalgamating companies shall transfer to NIIT Limited
4. Contract Transfer: All subsisting contracts of amalgamating companies shall stand transferred to NIIT Limited
5. Employee Transfer: All employees of amalgamating companies shall become employees of NIIT Limited without interruption of service, maintaining terms and conditions no less favourable including remuneration, benefits, and retirement benefits
6. Proceedings Continuation: All pending proceedings by or against amalgamating companies shall continue against NIIT Limited
7. Appointed Date: 01.04.2026
8. Dissolution: Amalgamating companies shall stand dissolved without winding up upon effective date
9. Documentation: Petitioner companies must furnish self-certified copy of approved Scheme and Schedule of Assets to Designated Registrar
10. Stamp Duty: Amalgamated company must lodge copy of Order and approved Scheme with Superintendent of Stamps within 60 days for stamp duty adjudication
11. Regulatory Compliance: All regulatory authorities directed to act on authenticated copy of order
The Company Petition was allowed and disposed of accordingly.