Authority: National Company Law Tribunal, Kolkata Bench (Smt. Bidisha Banerjee, Member (Judicial) and Ms. Rekha Kantilal Shah, Member (Technical))

Order Date: 02 July 2026

Case Overview

The National Company Law Tribunal (NCLT), Kolkata Bench, heard Company Application (CAA) No. 63/KB/2026 filed under Section 230(1) read with Section 232(1) of the Companies Act, 2013 and the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The application sought orders and directions for a Scheme of Amalgamation involving five Narnolia group companies, all having their registered offices in Kolkata, West Bengal.

The Scheme proposes: (a) amalgamation of Narnolia Securities Limited (Transferor Company No. 1) with Narnolia Financial Services Limited (Transferee Company No. 1); (b) amalgamation of Narnolia Commerze Limited (Transferor Company No. 2) and Narnolia Financial Consultancy Services Limited (Transferor Company No. 3) with Narnolia Financial Services Limited; and (c) demerger of the Investment Businesses (Demerged Undertaking) of Narnolia Capital Advisors Private Limited (Transferor Company No. 4/Demerged Company) with and into Narnolia Financial Services Limited. The Appointed Date for the scheme is 1st April 2025.

The Board of Directors of all applicant companies approved the scheme through resolutions passed on 2nd February 2026. A valuation report dated 28th January 2026 was prepared by IBBI-registered valuer Mr. Pankaj Parakh (Registration No. IBBI/RV/06/2019/11409), recommending an exchange ratio of shares. Statutory auditors of the companies certified that the accounting treatment conforms to accounting standards under Section 133 of the Companies Act, 2013.

None of the applicant companies are listed on stock exchanges. Shareholder and creditor composition is as follows:

  • Narnolia Financial Services Limited: 7 equity shareholders, 2 secured creditors, 7 unsecured creditors
  • Narnolia Securities Limited: 7 equity shareholders, 5 unsecured creditors
  • Narnolia Commerze Limited: 7 equity shareholders, no creditors
  • Narnolia Financial Consultancy Services Limited: 7 equity shareholders, no creditors
  • Narnolia Capital Advisors Private Limited: 2 equity shareholders, 5 unsecured creditors

All equity shareholders (100% in value) and unsecured creditors of applicable companies (100% in value) have provided consent to the scheme via affidavits. The companies have positive net worth as certified by statutory auditors:

  • Narnolia Financial Services Limited: ₹24,75,13,000
  • Narnolia Securities Limited: ₹32,11,73,058
  • Narnolia Commerze Limited: ₹1,88,82,200
  • Narnolia Financial Consultancy Services Limited: ₹1,53,75,996
  • Narnolia Capital Advisors Private Limited: ₹8,88,29,562

The scheme represents an arrangement between the companies and their shareholders under Section 230(1)(b) of the Companies Act, 2013, with no compromise or diminution of liability for any creditors.

Final Outcome

The NCLT allowed the application and issued the following directions:

1. Meetings Dispensed: Meetings of equity shareholders of all five applicant companies and unsecured creditors of Applicant Companies No. 1, 2, and 5 are dispensed with due to 100% consent obtained.

2. Meeting Required: A meeting of secured creditors of Applicant Company No. 1 (Narnolia Financial Services Limited) must be convened within 90 days from the order date.

3. Meeting Arrangements: The meeting shall be held through video conferencing or audio-visual mode. Notice must be published in Business Standard (English) and Aajkal (Bengali) newspapers at least 30 days before the meeting, and individual notices must be sent to secured creditors.

4. Appointments: Adv. Jayati Chowdhury (Mobile: 9831208685) is appointed as Chairperson with a fee of ₹1,00,000. Cs. Tanvee (Mobile: 9875402381, Email: cstanveesinha@gmail.com) is appointed as Scrutinizer with a fee of ₹80,000.

5. Voting Procedures: Quorum is set at one secured creditor present. Voting will be conducted through e-voting. The cut-off date for determining voting eligibility is 1st May 2026.

6. Regulatory Notices: Notices under Section 230(5) must be served to the Regional Director (Eastern Region), Registrar of Companies (West Bengal), Official Liquidator (Calcutta High Court), Income Tax Department, and Reserve Bank of India (Kolkata Regional Office) within two weeks.

7. Next Steps: The scrutinizer must submit reports within 2 days of the meeting conclusion. The chairperson must file the meeting report in Form CAA 4 within 7 days. The applicants must file a company petition within 7 days of receiving the chairperson's report.

The application was disposed of with these directions.

Topics: Corporate Restructuring, NCLT Proceedings, Financial Services