Case Details
Case Name: In the matter of Scheme of M/s. Sirius Zip Fasteners Private Limited and M/s. Mercury Management And Technical Services Private Limited
Court/Authority: National Company Law Tribunal, Bengaluru Bench
Case Number: CP (CAA) No. 28/BB/2025
Order Date: 22.05.2026
Petition Filed: 25.04.2025
Period of Scheme: Appointed date 01.04.2024
Parties Involved
Petitioners:
- Sirius Zip Fasteners Private Limited (Transferor Company)
- Mercury Management And Technical Services Private Limited (Transferee Company)
Regulatory Authorities Involved:
- Regional Director (RD) and Registrar of Companies (ROC)
- Official Liquidator
- Income Tax Department
Key Officials:
- Shri Muniraj C.N., PCS (For Petitioner)
- Shri Natesh K., PCS (For Petitioner Companies)
- Shri Venkatesh Prasad R. (For ROC & RD)
- Shri Ganesh R. Ghale, Adv. (For Income-tax Department)
Tribunal Members:
- Shri Sunil Kumar Aggarwal, Hon'ble Member (Judicial)
- Shri Radhakrishna Sreepada, Hon'ble Member (Technical)
Issues / Allegations / Violations
The Regional Director and ROC raised multiple regulatory concerns in their report dated 12.12.2025:
1. Shareholding Pattern: Mercury Management holds 99.73% equity in Sirius Zip Fasteners, while Mr. Ravindranath N holds 99.99% in Mercury Management
2. Appointed Date: Original appointed date of 01.04.2023 considered too old since companies had filed financials up to 31.03.2024
3. Open Charges: Transferor company had open charges requiring NOC from charge holders
4. Minority Shareholder Treatment: Payment mechanism for minority shareholders at Rs 21.62 per share, with one missing shareholder (Mr. Ramesh Gnanashekaran) holding 3,500 shares
5. Financial Position: Transferor company profitable while transferee company loss-making
6. Statutory Dues: Transferor company had undisputed statutory dues of Rs 36.44 lakhs as of 31.03.2024
7. MSME Dues: Transferor company owed Rs 32.52 lakhs and transferee company owed Rs 1.50 lakhs to MSMEs
8. Foreign Exchange: Transferor company had foreign exchange transactions requiring FEMA/RBI compliance
9. Share Capital Clubbing: Scheme provision for clubbing authorized share capital without stamp duty not compliant with Section 232(3)(i)
10. Beneficial Ownership: Possible violation of Section 90 regarding beneficial ownership disclosure
11. Object Clauses: Transferee company needed to amend object clauses to accommodate transferor's business
12. Registered Office: Concerns about maintenance of registered office at address per MCA records
Findings & Observations
The Tribunal considered all regulatory observations and the companies' detailed responses:
1. Shareholding Structure: Companies clarified that Mr. Ravindranath N holds shares as trustee of a charitable trust, not in individual capacity, hence Section 90 not applicable
2. Financial Compliance: Companies provided proof of payment for all statutory dues (Rs 36.44 lakhs) and MSME dues (Rs 34.02 lakhs total)
3. Charge Satisfaction: Companies submitted NOC from charge holder and memorandum of satisfaction
4. Minority Protection: Valuation by registered valuer at Rs 21.62 per share accepted; missing shareholder amount (Rs 75,670) to be transferred to IEPF
5. Foreign Exchange: Companies confirmed all transactions were routine imports compliant with FEMA/RBI
6. Registered Office: Companies provided photographs proving maintenance of registered office
Penalties / Settlements / Directions
No monetary penalties imposed, but the Tribunal issued specific directions:
1. Appointed Date: Changed from 01.04.2023 to 01.04.2024
2. Minority Shareholder Payment: Transferee company to pay Rs 21.62 per share to minority shareholders
3. Missing Shareholder: Rs 75,670 for 3,500 shares to be transferred to IEPF account
4. Stamp Duty: Transferee company to pay differential stamp duty and fees as per Section 232(3)(i)
5. Name Change: Transferee company to change name to Sirius Zip Fasteners Private Limited post-merger
6. Object Clause Amendment: Transferee company to amend memorandum of association
7. Record Preservation: Companies to preserve records as per Section 239 of Companies Act, 2013
Corrective Actions & Future Obligations
Companies provided numerous undertakings accepted by the Tribunal:
1. MSME Dues: Undertaking to settle all MSME dues as per MSME Development Act, 2006
2. Statutory Dues: Undertaking to settle all statutory liabilities immediately
3. Employee Protection: Undertaking that all employees will continue without break in service
4. Tax Compliance: Undertaking to pay any future income tax demands
5. Compliance Undertaking: Bound by all undertakings provided in response to regulatory observations
6. Record Preservation: Undertaking to preserve books and papers as per Section 239
7. Name Change: Undertaking to complete formal name change process
Final Ruling & Enforcement
The Tribunal approved the scheme of amalgamation with the following enforcement provisions:
1. Scheme Binding: Scheme binding on all directors, shareholders, and creditors of both companies
2. Registration: Companies to deliver certified copy to ROC Karnataka within 30 days
3. Tax Compliance: Directed to comply with Section 170A of Income Tax Act, 1961
4. GSTIN/PAN Surrender: Transferor company to surrender GSTIN and PAN within one month
5. Property Schedule: Formal order to be issued upon filing schedule of properties by affidavit
6. No Exemption: Approval doesn't grant exemption from stamp duty, taxes, or any other liabilities
7. Regulatory Authority: Authorities free to take appropriate action as per law
8. Future Applications: Liberty to interested persons to apply for necessary directions
The merger was approved to achieve operational efficiency, resource optimization, and management synergy between the companies, with the transferee company being the holding company of the transferor company.