Authority: National Company Law Tribunal, Kolkata Bench

Order Date: 2nd July 2026

Case Overview

The National Company Law Tribunal (NCLT), Kolkata Bench, comprising Smt. Bidisha Banerjee (Member Judicial) and Ms. Rekha Kantilal Shah (Member Technical), heard a first motion application under Sections 230(1) and 232(1) of the Companies Act, 2013. The application was filed by Deva International Exim Private Limited (Transferee Company) and Vasudha Promoters Private Limited (Transferor Company) seeking approval for a Scheme of Amalgamation whereby Vasudha Promoters would be amalgamated into Deva International Exim with an appointed date of 1st April 2025.

The applicants submitted that their boards had approved the scheme on 2nd March 2026. A valuation report was prepared by IBBI-registered valuer Mr. Pranab Kumar Chakrabarty (Registration No: IBBI/RV/05/2019/10780) recommending a fair exchange ratio. The statutory auditors certified that the accounting treatment conformed to the prescribed standards under Section 133 of the Companies Act, 2013.

Key facts presented to the tribunal included:

  • Both companies are unlisted and not NBFCs.
  • Deva International Exim has 11 equity shareholders and 1 unsecured creditor.
  • Vasudha Promoters has 4 equity shareholders and 1 unsecured creditor.
  • Both companies have nil secured creditors.
  • 100% of the equity shareholders of both companies had given consent via affidavit.
  • The sole unsecured creditor of Vasudha Promoters had given 100% consent via affidavit.
  • No consent had been obtained from the unsecured creditor of Deva International Exim.
  • The net worth of Deva International Exim was ₹4,90,38,998.21 and Vasudha Promoters was ₹82,10,027.03, resulting in a combined post-amalgamation net worth of ₹5,72,49,025.24.

The applicants cited several precedents including Mohit Agro Commodities Processing Pvt. Ltd and DLF Phase-IV Commercial Developers Limited to support their prayer for dispensation of meetings where consent had been obtained, arguing that the scheme involved no compromise with creditors or debt restructuring.

Final Outcome

The NCLT allowed the application and issued the following directions:

1. Dispensed with meetings of equity shareholders of both companies as 100% consent was obtained.

2. Dispensed with meetings of secured creditors as both companies have nil secured creditors.

3. Dispensed with meeting of unsecured creditor of Vasudha Promoters as 100% consent was obtained.

4. Directed that a meeting of the unsecured creditor of Deva International Exim must be convened within 90 days from the order date.

5. Appointed Adv. Susmita Paul as Chairperson (fee: ₹1,00,000) and Cs. Sneha Agarwal as Scrutinizer (fee: ₹80,000) for the meeting.

6. Directed publication of notice in Business Standard (English) and Aajkal (Bengali) newspapers circulated in West Bengal.

7. Set the cut-off date for determining voting eligibility of unsecured creditors as 1st May 2026.

8. Directed service of notice under Section 230(5) to statutory authorities including Regional Director (Eastern Region), Registrar of Companies, Official Liquidator, and Income Tax Department.

9. The applicants must file a company petition within seven days of receiving the chairperson's report.

The practical consequence is that the amalgamation process can proceed to the next stage, pending approval from the sole unsecured creditor of Deva International Exim at the convened meeting.

Topics: Corporate Amalgamation, NCLT Proceedings, Creditor Approval