Case Details

Case Name: CP (CAA) 47/Chd/Hry of 2025 (2nd Motion)

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

Parties: R R Realtech Private Limited (Transferor Company No. 1), Dove Building Solution Private Limited (Transferor Company No. 2), Som Projects Private Limited (Transferee Company/Demerged Company), Aadijay Projects Private Limited (Resulting Company)

Order Date: 22.05.2026

Judges: Mr. Kaushalendra Kumar Singh (Member-Technical), Mr. Khetrabasi Biswal (Member-Judicial)

Parties Involved

Petitioners:

  • R R Realtech Private Limited (CIN: U45200HR2007PTC126343, PAN: AADCR5724J)
  • Dove Building Solution Private Limited (CIN: U70200HR2010PTC126090, PAN: AADCD4450B)
  • Som Projects Private Limited (CIN: U45201HR2005PTC086441, PAN: AAJCS9451K)
  • Aadijay Projects Private Limited (CIN: U41001HR2024PTC123433, PAN: ABBCA0599H)

Representation:

  • For Petitioners: Mr. Kartikeya Goel, Advocate
  • For Regional Director: Dr. Kishore Kumar Devarwade, Asst. Director
  • For Income Tax: Mr. Varun Issar, Sr. Standing Counsel
  • For Official Liquidator: Mr. Edward Augustine George, Advocate

Issues / Allegations / Violations

This is a petition for sanction of a Composite Scheme of Arrangement under Sections 230-232 read with Section 66 of the Companies Act, 2013. The scheme involves:

1. Amalgamation of R R Realtech Private Limited and Dove Building Solution Private Limited with Som Projects Private Limited

2. Demerger of 'Identified Civil Construction Business' of Som Projects Private Limited into Aadijay Projects Private Limited

3. Various incidental matters connected with the amalgamation and demerger

Findings & Observations

The Tribunal noted:

  • First Motion Application (CA(CAA) 32/Chd/Hry/2025) was allowed on 30th July 2025 with directions to convene meetings of secured and unsecured creditors of Som Projects Private Limited
  • Meetings were held on 20th September 2025 through video conferencing with remote e-voting facility
  • The Scheme was approved unanimously in both secured and unsecured creditors' meetings
  • Notices were issued to Regional Director, Registrar of Companies, Official Liquidator and Income Tax Authorities
  • Publication was made in Business Standard (English-Delhi NCR Edition) and Jansatta (Hindi-Delhi NCR Edition) on 01.11.2025

Regulatory Observations & Responses

Regional Director/ROC Observations:

1. Dove Building Solution NBFC Classification: ROC observed that as per financial statements ended 31st March 2025, Dove Building Solution had financial assets exceeding 50% of total assets and other income from financial assets exceeding 50% of total income, suggesting it should be classified as NBFC requiring RBI approval.

Response: The company clarified it is engaged in commission agency business and has made investments in the Transferee Company (part of same group). It is neither carrying financing/lending as principal business nor raised public funds. Accordingly, it qualifies as Core Investment Company (CIC) and doesn't require NBFC registration with RBI.

2. MSME Dues in Som Projects: ROC pointed out statutory dues (MSME and others) amounting to ₹7,52,87,030.13 as on 31st March 2025.

Response: ₹6,58,89,986.15 was paid within 45 days from invoice dates. The remaining ₹93,97,043.58 (paid beyond 45 days) has been fully discharged, and e-Form MSME-1 has been duly filed with ROC. No MSME dues are outstanding as on date of affidavit.

Income Tax Department:

  • Filed reports dated 8th November 2025 (Transferor Company No. 2 and Resulting Company), 17th November 2025 (Transferor Company No. 1), and 7th December 2025 (Transferee Company)
  • Confirmed no Income Tax dues/demands in Petitioner Companies
  • Gave 'No Objection' to the proposed Composite Scheme

Official Liquidator:

  • Filed report stating no representations/observations regarding the Scheme

Penalties / Settlements / Directions

No penalties imposed as this is a sanction approval proceeding. The Tribunal issued specific directions:

For Amalgamation (Transferor Companies No. 1 & 2 into Transferee Company):

  • All property, rights and powers of Transferor Companies shall transfer to Transferee Company
  • All liabilities and duties of Transferor Companies shall transfer to Transferee Company
  • All employees of Transferor Companies shall transfer to Transferee Company
  • All pending proceedings shall continue against Transferee Company
  • Fee paid by Transferor Companies on authorized share capital shall be set off against fees payable by Transferee Company
  • Transferee Company shall file revised Memorandum and Articles of Association with ROC
  • Transferee Company shall allot shares to existing members of Transferor Companies

For Demerger (Demerged Undertaking of Som Projects into Resulting Company):

  • All property, rights and powers of Demerged Undertaking shall transfer to Resulting Company
  • All liabilities and duties of Demerged Undertaking shall transfer to Resulting Company
  • All employees of Demerged Undertaking shall transfer to Resulting Company
  • Pending proceedings shall continue against Resulting Company
  • Resulting Company shall allot shares to existing members of Demerged Company

Corrective Actions & Future Obligations

  • Transferee and Resulting Companies undertook to pay any future demands raised by Income Tax Department or competent authorities
  • Any liability arising against Transferor Companies No. 1 & 2 will be paid by Transferee Company
  • Any liability pertaining to Demerged Undertaking will be paid by Resulting Company
  • Petitioner Companies confirmed no objections received against the Scheme

Final Ruling & Enforcement

  • The Composite Scheme of Arrangement is sanctioned by the Tribunal
  • Appointed Date for the Scheme: 1st April 2025
  • Petitioner Companies to furnish self-certified copy of approved Scheme and Schedule of Assets to Designated Registrar
  • Resulting Company and Transferee Company directed to file certified copy of Order with Scheme and Schedule of Assets with concerned ROC electronically along with e-form INC-28 within 30 days from receipt of Order
  • Resulting Company and Transferee Company directed to lodge copy of Order and approved Scheme with concerned Superintendent of Stamps within 60 days for stamp duty adjudication
  • All regulatory authorities to act on authenticated copy of Order
  • Company Petition allowed and disposed of