Authority: National Company Law Tribunal Allahabad Bench, Prayagraj
Order Date: 09th October, 2026
Case Overview
This hearing, identified as CP (CAA) No.09/ALD/2025 in CA (CAA) No.22/ALD/2024, is a second motion petition filed under Sections 230/232 of the Companies Act, 2013. The petition seeks approval for a scheme of amalgamation between R L Nirman Private Limited (Transferor Company) and Shree Govardhan Awas Private Limited (Transferee Company).
The counsel for the petitioner companies reported that the Official Liquidator (OL) had filed a report on 19th January 2026, which raised no objections to the proposed merger. The Regional Director (RD) filed an initial report on 02nd January 2026, to which the petitioners filed a rejoinder. The RD's final report was filed on 24th March 2026, and the petitioners' counsel stated it also contained no objections, requiring no further rejoinder.
The Tribunal had previously, via an order dated 08th January 2026, granted a final opportunity to the Income Tax Department to file its report. As the department failed to file its reply by this hearing, its right to do so was struck off. The petitioners' counsel sought a short accommodation to file an undertaking affidavit. This affidavit is to state that the Transferee Company will comply with any outstanding tax demands from the Income Tax Department pertaining to periods before the sanctioning of the merger scheme.
Final Outcome
The Bench, comprising Member (Judicial) Sh. Praveen Gupta and Member (Technical) Sh. Ashish Verma, adjourned the hearing. The petitioners were directed to file the aforementioned undertaking affidavit within one week. The matter is now listed for its next hearing on 05th November 2026.
Topics: Corporate Merger, NCLT Proceeding, Tax Compliance