Authority: National Company Law Tribunal (NCLT), Ahmedabad Bench - Court 2

Order Date: 22/06/2026

Case Overview

This proceeding, C.P.(CAA)/4(AHM)2024 in CA(CAA)/8(AHM)2023, involves an application under Sections 230-232 of the Companies Act, 2013 concerning a scheme of arrangement between Tarpan Prints Private Limited (Applicant) and Vidhata Synthetics Private Limited (Respondent). The scheme's appointed date was proposed as 01.04.2022. The first motion for the scheme was approved by the tribunal on 22.09.2023. The applicant companies filed the second motion on 03.01.2024, following which notices were issued to the Registrar of Companies (ROC), Regional Director (RD), and the Income Tax Department. The matter has faced delays due to various objections and compliance requirements, reaching final adjudication more than a year after the second motion was filed.

The tribunal has raised a specific concern regarding the validity of the appointed date (01.04.2022) given the significant passage of time. It has not made a final ruling on the scheme's approval but has issued directives for the companies to address this issue before a decision can be made.

Final Outcome

The NCLT did not approve or reject the scheme in this order. Instead, it issued interim directions. The applicant companies are directed to file a detailed affidavit justifying why the appointed date of 01.04.2022 should not be modified or, alternatively, proposing a new appointed date. This affidavit must be supported by:

  • A appropriate board resolution from the companies.
  • The necessary consent of the companies' statutory auditors.
  • Updated financial filings, including the last audited balance sheet and unaudited financial statements.
  • Certified copies of the audited financial statements for the financial years 2022-23 and 2023-24.
  • A declaration stating that the approval of the scheme on the appointed date will not prejudice or affect the interests of any stakeholders (including shareholders and creditors) as of 31st March 2026, and that all compliances under the Companies Act have been made.

A copy of this affidavit must be served upon the Regional Director (RD), Registrar of Companies (ROC), and the Income Tax Department. The case has been listed for its next hearing on 23.07.2026 for further consideration based on the submitted affidavit.

Topics: NCLT Proceedings, Corporate Merger, Scheme of Arrangement