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

Order Date: 07.07.2026

Case Overview

This is a joint first motion application filed by Sunbeam Lightweighting Solutions Limited (Transferee Company) under Sections 230-232 of the Companies Act, 2013, seeking dispensation of meetings and sanction of a Composite Scheme of Arrangement involving four companies: Sunbeam Lightweighting Solutions Limited (Transferee Company), Suprash Developers Private Limited (Transferor Company No. 1), Srikara Technologies Private Limited (Transferor Company No. 2), and DR Axion India Limited (Transferor Company No. 3).

The Scheme involves a multi-stage process with different appointed dates:

  • First: Amalgamation of Suprash Developers into DR Axion India with effect from December 19, 2025 (Part C Appointed Date)
  • Second: Amalgamation of Srikara Technologies into DR Axion India with effect from December 19, 2025 (Part D Appointed Date)
  • Third: Reorganization of Sunbeam's equity share capital with effect from April 01, 2026 (Part E Appointed Date)
  • Fourth: Amalgamation of DR Axion India into Sunbeam with effect from April 01, 2026 (Part F Appointed Date)

The rationale for the Scheme includes consolidation of aluminum business operations, unification of asset ownership, operational efficiencies, and creating a stronger, focused operating entity. All companies are wholly-owned subsidiaries within the same group structure under Craftsman Automation Limited.

Final Outcome

The NCLT approved the first motion application and dispensed with the requirement for convening meetings based on obtained consents:

  • Equity shareholders: 100% consent in value for all companies
  • Debenture holders: 100% consent for Transferee Company (only 1 debenture holder)
  • Secured creditors: 100% consent for Transferee Company (6 creditors) and Transferor Company No. 3 (3 creditors)
  • Unsecured creditors: 90.13% consent in value for Transferee Company (36 creditors) and 91.02% consent in value for Transferor Company No. 3 (68 creditors)

The Tribunal directed that the applicant companies may file a second motion petition for final sanction of the Scheme.

Topics: Corporate Amalgamation, Court Approval, Share Exchange Ratio