Case Overview

This proceeding concerned a joint company petition (C.P. (CAA) No.215/KB/2023) connected with C.A. (CAA) No.135/KB/2023 filed under Sections 230 and 232 of the Companies Act, 2013. The petitioners sought sanction for a Scheme of Amalgamation whereby five transferor companies—Devbhumi Vanijya Private Limited, Rudrapriya Dealcom Private Limited, Shirdi Tradelink Private Limited, Miracle Dealers Private Limited, and Shambhunath Tradelink Private Limited—were to be amalgamated into Dolphin Goods Private Limited (the Transferee Company). The appointed date for the amalgamation was set as 1st April 2022.

The Scheme was unanimously approved by the respective Boards of Directors on 2nd February 2023. The stated benefits included business integration, creation of a larger company with greater resources, economical and profitable operations, and beneficial results for all stakeholders. The Statutory Auditor confirmed the accounting treatment complied with Section 133 of the Act, and a registered valuer, Mr. Anil Kumar Dubey (IBBI/RV/03/2019/12411), provided a valuation report dated 20th December 2022 to support the share exchange ratio. None of the companies are listed or NBFCs.

Meetings of shareholders and creditors were dispensed with by a prior order dated 13th July 2023. Notices were duly served on statutory authorities, including the Regional Director (Eastern Region), Registrar of Companies (West Bengal), Official Liquidator, and various Income Tax Officers, and advertisements were published in 'The Statesman' and 'Dainik Statesman' on 26th June 2024.

The Official Liquidator filed a report dated 2nd September 2025, concluding that the affairs of the transferor companies did not appear to have been conducted prejudicially to their members or public interest.

The Regional Director (Eastern Region), Ministry of Corporate Affairs, filed an affidavit on 18th June 2025 raising several observations. The petitioners filed a rejoinder on 15th July 2025 addressing each point:

  • Para 2(a): Noted pending cases (C/14936/2014 & C/14537/2014 u/s 220) against the Transferee Company. Petitioners stated the company was unaware but noted these would continue post-amalgamation.
  • Para 2(b): Questioned the relevance of the older Appointed Date (1st April 2022). Petitioners undertook to comply with necessary Accounting Standards.
  • Para 2(c): Highlighted non-filing of Annual Returns and Balance Sheets for FY 2012-13 and 2013-14 by some transferor companies. Petitioners submitted that these had since been filed and annexed them.
  • Paras 2(d), 2(e), 2(f), 2(g): Observed that several transferor companies held significant investments (>20%) in others but had not filed Consolidated Financial Statements, contravening Sections 129(3) and 137(1). Petitioners argued these were passive investments not requiring consolidation under IND-AS 110 and undertook future compliance.
  • Para 2(h): Sought a list/details of assets to be transferred. Petitioners undertook to file this post-sanction.
  • Para 2(i): Sought an undertaking to comply with Section 232(3)(i). Petitioners provided this undertaking.
  • Para 2(j): Directed payment of stamp duty on immovable property transfers. The Transferee Company undertook to pay.
  • Para 2(k): Sought an affidavit confirming the Scheme filed with the Application and Petition was identical. Petitioners affirmed this.
  • Para 2(l): Sought an undertaking that notices were served under Section 230(5) and that authorities remain empowered. Petitioners confirmed compliance.
  • Para 2(m): Noted that the Income Tax Department's views, sought by MCA on 6th September 2023, were still awaited. Petitioners noted the department had filed no observations.

At the hearing, the Authorized Person for the Regional Director stated they had no objection to the scheme's sanction subject to the petitioners' undertakings.

Final Outcome

The Tribunal sanctioned the Scheme of Amalgamation, making it binding on all six companies, their shareholders, creditors, and all concerned with effect from the Appointed Date of 1st April 2022. The order mandates:

  • All property, rights, and powers of the transferor companies shall be transferred to and vest in the Transferee Company.
  • All debts, liabilities, duties, and obligations of the transferor companies shall be transferred to the Transferee Company.
  • Employees of the transferor companies shall be engaged by the Transferee Company.
  • All pending legal proceedings shall be continued by or against the Transferee Company.
  • The Transferee Company must issue and allot shares to the shareholders of the transferor companies as per the Scheme.
  • The petitioners are granted leave to file the Schedule of Assets in Form CAA.7 within three weeks.
  • The companies must deliver a certified copy of the order to the Registrar of Companies within thirty days, upon which the transferor companies shall be dissolved without winding up.

The connected Company Petition and Company Application are disposed of.

Topics: Corporate Amalgamation, NCLT Proceeding, Regulatory Compliance