Authority: National Company Law Tribunal (NCLT), Allahabad Bench, Prayagraj

Order Date: 9th October, 2026

Case Overview

The National Company Law Tribunal (NCLT) Allahabad Bench heard a petition (CP (CAA) No.24/ALD/2026 IN CA (CAA) No.13/ALD/2026) filed under Sections 230-232 of the Companies Act, 2013 concerning a Scheme of Arrangement. The scheme involves three companies: Excello Plantation Private Limited (CIN: U01117WB1993PTC057650, Registered Office: 27, Eweston Street, Kolkata-700012) as Demerged Company No.1; I.V. Travels Private Limited (CIN: U63090WB1988PTC045284, Registered Office: 171/1 Prince Anwar Shah Road, Kolkata-700033) as Demerged Company No.2; and Rishik Spinning Private Limited (CIN: U17291UP2014PTC066237, Registered Office: Nakaha No. 2, Bhagwanpur, Gorkahpur-273007, Uttar Pradesh) as the Resulting Company/Applicant Company. The bench comprised Hon'ble Mr. Praveen Gupta, Member (Judicial) and Hon'ble Mr. Ashish Verma, Member (Technical). Counsel for the petitioner companies, Sh. Rahul Chaudhary and Sh. Bharat Lal Mishra, were present. The counsel informed the Tribunal that pursuant to the first motion order dated 29.07.2026 in CA (CAA) No.13/ALD/2026, meetings for the Equity Shareholders and Unsecured Creditors of the Applicant Company (Rishik Spinning) were dispensed with, and as there are no Secured Creditors, no meeting was required.

The principal matter before the Tribunal was to issue directions for complying with the notice requirements under Section 230(5) of the Companies Act, 2013, read with Rules 8 and 16 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, for the proposed demerger scheme.

Final Outcome

The Tribunal issued a procedural order directing the petitioner companies to serve notices to the statutory authorities specified under the law. The notices, in Form CAA.3, accompanied by the scheme documents, are to be sent to:

1. The Central Government through the Ministry of Corporate Affairs, specifically the Jurisdictional Regional Director(s) at the email address rd.north@mca.gov.in and postal address B-2 Wing, 2nd Floor, Pt. Deendayal Antyodaya Bhawan, CGO Complex, New Delhi – 110003.

2. The Registrar of Companies (RoC), U.P., at the email addresses roc.noida@mca.gov.in & roc.kanpur@mca.gov.in and postal address 2nd Floor, Kendriya Bhawan, GPOA, Fazalganj, Kanpur-208012, Uttar Pradesh.

3. The Jurisdictional Income Tax Authorities and the Principal Chief Commissioner of Income Tax, Lucknow, at the email address lucknow.pccit@incometax.gov.in and postal address Pratyaksh Kar Bhawan, 57-Ramtirth Marg, Lucknow – 226001, with a request to forward it to the relevant assessing officers.

Additionally, the petitioner companies are directed to publish a notice of the hearing in two newspapers: 'Times of India (English), Lucknow Edition' and 'Amar Ujala (Hindi) Gorakhpur Edition', as per Rule 7 of the Rules. Affidavits proving the service of notices and the publication must be filed at least 7 days before the next hearing.

All authorities receiving the notice are given 30 days from the date of receipt to file any representations. If no representation is received within this period, it will be presumed that they have no objection to the proposed scheme. The petitioner companies are also required to file an affidavit detailing any objections received from the public following the newspaper publication. The Tribunal's registry is instructed to report on any objections received before the next hearing.

The matter has been listed for further hearing on 3rd December, 2026.

Topics: Corporate Demerger, NCLT Procedure, Regulatory Compliance