Tribunal Order Details

  • The Hon'ble NCLT, Bengaluru Bench approved the Scheme of Arrangement under Sections 230, 231 and 232 of the Companies Act, 2013
  • Order delivered on: May 29, 2026
  • Case Number: C.P.(CAA) No.42/BB/2025
  • Effective Appointed Date: April 1, 2025 (revised from originally proposed April 1, 2023)
  • The Scheme is binding on all shareholders and creditors of both companies

Company Financial Metrics (as of March 31, 2026)

Tritonvalves Climatech Private Limited (Transferor Company):

  • Paid-up Capital: 10,000 Equity Shares of ₹10 each
  • Turnover: ₹1,718.12 Lakhs (₹17.18 Crore)

Triton Valves Limited (Transferee Company):

  • Paid-up Capital: 12,80,527 Equity Shares of ₹10 each
  • Turnover: ₹43,427.05 Lakhs (₹434.27 Crore)

Business Rationale

The amalgamation has been undertaken to streamline the group structure and improve overall administrative and operational synergies. Both companies are engaged in the business of manufacturing valves, cores, and accessories.

Related Party Transaction Status

Tritonvalves Climatech Private Limited is a Wholly Owned Subsidiary of Triton Valves Limited. As per General Circular No. 30/2014 dated July 17, 2014 issued by the Ministry of Corporate Affairs, the provisions of Section 188 of the Companies Act, 2013 do not apply to this transaction. Regulation 23(5)(b) of SEBI Listing Regulations also makes related party transaction provisions inapplicable.

Regulatory Authorities' Observations and Company Responses

Regional Director (RD) and Registrar of Companies (ROC) Report (Dated December 23, 2025):

  • Noted common directors in both companies
  • Observed both companies have open charges requiring NOC from charge holders
  • Noted the appointed date was antedated beyond 1 year (originally April 1, 2023)
  • Identified statutory dues of Transferor Company: ₹7.67 lakhs and ₹34.03 lakhs
  • MSME outstanding dues: Transferor Company - ₹56.63 lakhs, Transferee Company - ₹937.30 lakhs
  • Required compliance with Section 232(3)(i) regarding authorized share capital clubbing

Company Undertakings Provided:

  • Revised appointed date to April 1, 2025
  • Will settle all statutory dues of Transferor Company upon crystallization
  • Will comply with MSME Development Act, 2006 for outstanding dues
  • Will pay differential fee for authorized share capital clubbing
  • Will preserve books and papers as per Section 239
  • Will handle liability for offences committed by officers prior to amalgamation
  • Will comply with FEMA requirements and RBI guidelines
  • Will protect employee interests with terms no less favorable

Official Liquidator Report (Dated October 24, 2025):

  • Noted 2 equity shareholders, 2 secured creditors (₹7.19 crore due), and 17 unsecured creditors (₹7.69 crore due) in Transferor Company
  • Confirmed Transferor Company is a going concern with revenue of ₹17.04 crore (FY24) and ₹42.89 crore (FY25)
  • Employee benefit expenses: ₹1.03 crore as of March 31, 2025

Income Tax Department Report:

  • Transferor Company: No IT demands due, no proceedings pending
  • Transferee Company: Outstanding IT dues of ₹11.20 crore
  • Pending penalty proceedings u/s 270A for AY 2017-18 & 2020-21
  • Pending penalty proceedings u/s 271FA for AY 2023-24
  • Pending assessment proceedings u/s 143(3) for AY 2014-15, 2022-23, 2024-25
  • Department reserves rights to determine tax implications under IT Act, 1961

Tribunal Directives

1. File certified copy of order with ROC Karnataka within 30 days of receipt

2. Ensure compliance with Section 170A of Income Tax Act, 1961

3. Comply with TDS provisions on amounts paid out

4. Comply with FEMA provisions for payments to persons outside India

5. Fulfill all undertakings provided to statutory authorities

6. Scheme approval doesn't grant exemption from stamp duty, taxes, or other charges

7. Authorities under Income Tax Act and Companies Act remain free to take appropriate action

Shareholding Impact

As the Transferor Company is a wholly-owned subsidiary, no shares will be issued as consideration. The 10,000 equity shares of ₹10 each held by Transferee Company in Transferor Company will be automatically cancelled upon effectiveness.

Employee Protection

All staff, workmen, and employees of Transferor Company will be transferred to Transferee Company with continuous service and terms no less favorable than existing conditions.