Authority: National Company Law Tribunal (NCLT), Division Bench - I, Chennai
Order Date: 14th July 2026
Case Overview
A Joint Company Petition (CP(CAA)/3(CHE)/2026) was filed by Opexefi Services Private Limited (Transferor Company, CIN: U68200TN2018PTC126167) and One Box Warehouse Private Limited (Transferee Company, CIN: U43299TN2023PTC164154) under Sections 230-232 of the Companies Act, 2013. The petition sought approval for a Scheme of Amalgamation between the two Chennai-based companies, which share a registered office. The first motion application (CA(CAA)/93(CHE)/2025) was filed earlier, and meetings of shareholders and creditors were dispensed with via an order dated 06.01.2026. The stated rationale for the scheme included consolidation of operations and assets, simplification of corporate structure, achieving synergies, and reduction in compliance overheads. The scheme proposed a share exchange ratio of 1:1, meaning one fully paid-up equity share of ₹10 each in the transferee company for every equivalent share held in the transferor company. The appointed date for the amalgamation was set as 01.04.2025. Notices were issued to statutory authorities, and paper publications were made in Business Standard (English) and Makkal Kural (Tamil) on 26.02.2026.
The Regional Director (Southern Region, Chennai) filed a report dated 25.03.2026, noting observations but raising no objections. Key observations concerned the appointed date, employee protection clauses, the share exchange ratio, accounting treatment (Ind AS 103), and the dissolution of the transferor company. The RD also noted that the Registrar of Companies confirmed no pending inquiries/inspections against the petitioners and highlighted that both companies had incurred cash losses (Transferor: ₹7.20 lakh in FY25; Transferee: ₹1.09 lakh in FY24 and ₹96.53 lakh in FY25). The petitioners responded, stating the losses were ordinary course business events and furnished undertakings to comply with Sections 240 and 232(3)(i) of the Companies Act and to file an amended MoA for the increased authorized capital.
The Income Tax Department filed a report dated 17.04.2026, stating it had no objection to the scheme but explicitly reserved all its rights under the Income Tax Act, 1961. It cited the Supreme Court judgment in Marshall Sons & Co India Ltd Vs ITO to affirm its right to initiate independent proceedings, including reopening assessments, to protect revenue interests. The department emphasized that all existing and future tax liabilities of the transferor company would be borne by the transferee company per Section 170 of the Income Tax Act, and the provisions of the IT Act would prevail over anything contrary in the scheme. The petitioners responded with an undertaking that the transferee company would discharge all tax liabilities.
The Official Liquidator (OL) filed a report dated 28.04.2026, raising several observations. These included a query on whether notices should be issued to RERA (as both companies are authorized for real estate), a request for an undertaking on fixing the record date, an objection to an 'auto-modification' clause (8.1) in the scheme, a request for clarification on the accounting method (acquisition vs. pooling of interest), and a contention that the submitted share exchange ratio report from a valuer did not fully satisfy the requirements of Section 232(2)(d) of the Companies Act, 2013. The petitioners responded, clarifying that as there were no ongoing real estate projects and revenue was nil, RERA notice was not required. They provided undertakings to fix the record date post-sanction and to not implement any auto-modification without prior NCLT approval. They clarified that the pooling of interest method under Appendix C of Ind AS 103 would be used for accounting (as companies are under common control) and defended the share exchange ratio as an exercise of commercial wisdom approved by identical shareholders.
The Tribunal reviewed the scheme and the responses from the authorities. It noted the appointed date of 01.04.2025 was within one year of the application filing date (17.11.2025), thus complying with MCA General Circular No. 09/2019. It accepted the petitioners' undertakings and clarifications provided in response to the RD, IT Department, and OL, finding that all concerns had been adequately addressed. The Tribunal noted the Statutory Auditors had certified the accounting treatment and that the share exchange ratio was fair given the common control. It reiterated the IT Department's right to pursue recovery proceedings as per law, referencing a past NCLT order and the Vodafone Essar case.
Final Outcome
The NCLT sanctioned the Scheme of Amalgamation. The final order dictates that with effect from the appointed date (01.04.2025), the entire business, undertaking, assets, debts, liabilities, and obligations of Opexefi Services Private Limited shall stand transferred to and vested in One Box Warehouse Private Limited without further act or deed. The transferee company is ordered to allot shares to the transferor's shareholders as per the 1:1 ratio. All pending legal proceedings against the transferor company will continue against the transferee company. All employees of the transferor company will become employees of the transferee company without any break in service. The transferee company must file a revised Memorandum of Association reflecting the increased capital with the Registrar of Companies (RoC). Upon delivery of the court order to the RoC, Opexefi Services Private Limited will be dissolved without winding up. The sanction is granted subject to all applicable taxes, duties, and charges being paid, and it does not preclude any regulatory action against the companies for any past or future violations of law.
Topics: Corporate Amalgamation, Regulatory Compliance