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

Order Date: 07.07.2026

Case Overview

This is a joint first motion application filed under Sections 230-232 of the Companies Act, 2013 by six private limited companies seeking approval for a scheme of arrangement and amalgamation. The applicant companies are: Silver Towers Private Limited (Amalgamating Company No. 1), Binapani Tieup Private Limited (Amalgamating Company No. 2), Tangerine Design Private Limited (Amalgamating Company No. 3), Basko Trading Private Limited (Amalgamating Company No. 4/Amalgamated Company No. 1), Matrix Clothing Private Limited (Amalgamating Company No. 5/Amalgamated Company No. 2), and Cineweb Commercial Private Limited (Amalgamated Company No. 3).

All companies have their registered offices at First Floor J-7/6, Statesman Building, Gobind Colony, Rajpura, Punjab, India, 140401, placing them under the jurisdiction of the Chandigarh Bench. The scheme aims to streamline the group corporate structure, pool resources of the amalgamating companies with the amalgamated companies, significantly reduce multiplicity of legal and regulatory compliances, and rationalize costs through elimination of multiple record keeping and administrative functions.

The companies represent diverse business activities: Silver Towers (real estate owners, builders, developers), Binapani Tieup (trading in industrial tools, equipment), Tangerine Design (manufacturing readymade garments and leather products), Basko Trading (manufacturing and trading readymade garments), Matrix Clothing (garment manufacturing/trading, real estate leasing, solar power generation, investments), and Cineweb Commercial (manufacturing and retailing readymade garments).

All companies provided detailed share capital structures as of 30.09.2025, showing no changes thereafter. The scheme received board approval from all companies through resolutions dated 09.02.2026. A statutory auditor certificate confirmed that the accounting treatment conforms with Accounting Standards under Section 133 of the Companies Act, 2013.

The application stated that no investigations or proceedings under Sections 210-217, 219, 220, 223-227 of the Companies Act, 2013 or Sections 235-251 of the Companies Act, 1956 are pending against any applicant company. RBI approval for the scheme was obtained on 15.10.2025, and Competition Commission of India approval was not required as the companies don't exceed asset/turnover thresholds under Section 5 of the Competition Act, 2002.

Final Outcome

The NCLT Chandigarh Bench, comprising Mr. Khetrabasi Biswal (Member Judicial) and Mr. Kaushlendra Kumar Singh (Member Technical), allowed the first motion application and dispensed with the requirement of convening meetings of:

  • Equity shareholders of all applicant companies (based on 100% consent in value)
  • Secured creditors (based on 100% consent where applicable)
  • Unsecured creditors (based on 91.15%-100% consent where applicable)

The tribunal also dispensed with the requirement of issuing and publishing notices for these meetings. The application was disposed of with liberty to file a second motion petition to seek final approval of the scheme of arrangement.

Topics: Corporate Restructuring, NCLT Proceedings, Group Amalgamation