Authority: National Company Law Tribunal Hyderabad Bench - 1 (Hybrid Mode)
Order Date: 11-06-2026
Case Overview
The National Company Law Tribunal (NCLT) Hyderabad Bench heard proceedings under Sections 230-232 of the Companies Act, 2013 filed by M/s. BirlaNu Ltd. (Transferee Company) and M/s. Clean Coats Pvt Ltd. (Transferor Company) regarding their proposed amalgamation scheme. The bench comprised Hon'ble Member (Judicial) Sh. Rajeev Bhardwaj and Hon'ble Member (Technical) Sh. Sanjay Puri. The matter was represented by Ld. Ms. Kruthi Kalaga for the petitioners.
The tribunal noted that a First Motion Petition order was previously passed on 29.04.2026 in CA (CAA) No. 15/230/HDB/2026, which had dispensed with the requirement for meetings of shareholders and creditors. The current hearing focused on compliance with statutory notice requirements under Section 230(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The order specifically references the legal requirement to send notices to various statutory authorities including the Central Government, income-tax authorities, Reserve Bank of India, Securities and Exchange Board, Registrar, respective stock exchanges, Official Liquidator, Competition Commission of India, and other sectoral regulators likely to be affected by the compromise or arrangement.
Final Outcome
The tribunal directed the petitioners to issue notices in Form CAA.3 to the following authorities via specified email addresses:
- Central Government through Ministry of Corporate Affairs to Jurisdictional Regional Directors
- Regional Director, South Eastern Region, Hyderabad at rd.ser@mcl.gov.in
- Registrar of Companies, Hyderabad at roc.hyderabad@mca.gov.in
- Official Liquidator at ol-hyderabad-mca@nic.in
- Income Tax Authorities at hyderabad.pccit@incometax.gov.in
- All applicable statutory regulators and sectoral regulators
Additionally, the petitioners must publish notices in one English and one Vernacular daily newspaper as per Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and file proof of service and publication by affidavit.
All authorities receiving notice must file any representations within 30 days from date of receipt. If no representation is received within this period, it will be presumed that the authorities have no objection to the proposed scheme.
The matter has been listed for next hearing on 13.08.2026.
Topics: Corporate Merger, Regulatory Compliance, NCLT Proceedings