Authority: National Company Law Tribunal Kolkata Bench, Court-I
Order Date: 02.07.2026
Case Overview
The National Company Law Tribunal (NCLT) Kolkata Bench heard a first motion application under Sections 230-232 of the Companies Act, 2013 regarding a Scheme of Amalgamation between two unlisted private companies. The scheme proposes the amalgamation of Bellary Dealcom Private Limited (Transferor Company) with Aastha Chemical Private Limited (Transferee Company) with an appointed date of 1st April 2025.
Both companies are incorporated under the Companies Act, 1956 and have their registered offices in Kolkata. Aastha Chemical has 15 shareholders and no creditors, while Bellary Dealcom has 9 shareholders and 3 unsecured creditors. The respective Boards of Directors unanimously approved the scheme at meetings held on 16/01/2026. The exchange ratio was determined to be fair and reasonable based on a report by registered valuer Pranab Kumar Chakrabarty. Statutory auditors of both companies certified that the accounting treatment conforms to Section 133 of the Companies Act, 2013.
Final Outcome
The Tribunal allowed the application and dispensed with meetings of equity shareholders of both companies and unsecured creditors of Bellary Dealcom, as 100% of shareholders and creditors had given their consent via affidavit. The applicants were directed to serve notices under Section 230(5) of the Companies Act, 2013 to the Regional Director (Eastern Region) of the Ministry of Corporate Affairs, Registrar of Companies, Official Liquidator, Income Tax Department/Commissioner of Income Tax, and Reserve Bank of India (Kolkata) within two weeks. These authorities have 30 days to file any representations. The applicants must file an affidavit proving service compliance within two weeks after service and file the connected company petition within four weeks from the order date.
Topics: Corporate Amalgamation, NCLT Approval, Shareholder Consent