Swastik Formulations Amalgamates Three Pandey-Varuna Group Cos

Case Details

Case Name: CA (CAA) No.8/ALD/2026 (First Motion) - Scheme of Amalgamation of Pandey Leasing Private Limited, Varuna Biocell Private Limited, Varuna Herbo Biotec Private Limited with Swastik Formulations Private Limited

Court/Authority: National Company Law Tribunal, Allahabad Bench, Prayagraj

Case Number: CA(CAA) No. 08/ALD/2026

Order Date: 20.05.2026

Appointed Date of Scheme: 01.04.2025

Parties Involved

Transferor Companies:

• Pandey Leasing Private Limited (CIN: U65921UP1991PTC013295, PAN: AABCP3407C) - Engaged in leasing of movable and immovable properties
• Varuna Biocell Private Limited (CIN: U24231UP1999PTC024554, PAN: AABCV7390J) - Engaged in biotechnological and microbiological products
• Varuna Herbo Biotec Private Limited (CIN: U24221UP1989PTC011206, PAN: AAECA4180C) - Engaged in biotechnology, genetic engineering, and agricultural biotechnology

Transferee Company:

• Swastik Formulations Private Limited (CIN: U24231UP1989PTC010662, PAN: AADCS1920R) - Engaged in manufacturing medicines, drugs, and pharmaceutical preparations

Legal Representatives: Sh. Anurup Dutta along with Sh. Jnana Ranjan Dhal, Advocates

Tribunal Members: Mr. Praveen Gupta (Member-Judicial), Mr. Ashish Verma (Member-Technical)

Issues / Allegations / Violations

This is a first motion application under Sections 230 & 232 of the Companies Act, 2013 read with Rule 3 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The application seeks approval for the Scheme of Amalgamation whereby three transferor companies will amalgamate into Swastik Formulations Private Limited. The companies have confirmed that no investigation proceedings are pending against them under Sections 235-351 of Companies Act, 1956 or Sections 210-226 of Companies Act, 2013.

Findings & Observations

The Tribunal examined the written consents obtained from stakeholders:

Transferor Company No. 1 (Pandey Leasing):

• Equity Shareholders: 4 shareholders (100% consent by value of ₹1,04,000)
• Unsecured Creditors: 17 creditors (97.01% consent by value of ₹66,01,091)
• Secured Creditors: None

Transferor Company No. 2 (Varuna Biocell):

• Equity Shareholders: Details not provided in extract
• Unsecured Creditors: Details not provided in extract
• Secured Creditors: None

Transferor Company No. 3 (Varuna Herbo Biotec):

• Equity Shareholders: 5 shareholders (100% consent by value of ₹16,64,000)
• Unsecured Creditors: 1 creditor (100% consent by value of ₹1,70,231)
• Secured Creditors: None

Transferee Company (Swastik Formulations):

• Equity Shareholders: 5 shareholders (100% consent by value of ₹11,17,500)
• Unsecured Creditors: 106 creditors (94.08% consent by value of ₹3,38,55,754)
• Secured Creditors: None

The companies filed their latest audited financial statements as of 31.03.2025 and provisional financial statements as of 15.02.2026.

Penalties / Settlements / Directions

Share Exchange Ratio: Based on valuation report dated 17.02.2026 by CS Bidisha Achari (IBBI/RV/03/2022/15194):

• Transferor Company No. 1: 1 equity share of Transferee Company for every 2 equity shares held
• Transferor Company No. 2: 10 equity shares of Transferee Company for every 1 equity share held
• Transferor Company No. 3: 1 equity share of Transferee Company for every 7 equity shares held

Employee Protection: Clause 6 of the Scheme protects the interests of workmen and staff of all companies.

Corrective Actions & Future Obligations

The Tribunal directed that the Second Motion Petition must include notices to:

1. Central Government through Regional Director, Northern Region, MCA, New Delhi (rd.north@mca.gov.in)

2. Registrar of Companies, Uttar Pradesh, Kanpur (roc.kanpur@mca.gov.in)

3. Official Liquidator, Allahabad (ol.allahabad@mca.gov.in)

4. Jurisdictional Income Tax Department, Principal Chief Commissioner of Income Tax, Lucknow (lucknow.pccit@incometax.gov.in)

The Second Motion Petition must be filed within the prescribed time period under the Act and corresponding rules.

Final Ruling & Enforcement

The First Motion Application was allowed with the following directions:

• Meetings of equity shareholders of all companies are dispensed with due to 100% consent
• Meetings of unsecured creditors are dispensed with due to sufficient consent (94.08%-100% by value)
• No secured creditors exist in any company, so no meetings required
• Liberty granted to file Second Motion Petition with specific notice requirements
• Publication in newspapers to be addressed in second motion petition

The scheme aims to achieve better management control, simplify corporate structure, reduce compliance costs, eliminate duplication, achieve economies of scale, and allow management to focus on business growth.