Authority: National Company Law Tribunal (NCLT), Special Bench, Kolkata, Court No. II
Order Date: 10 June 2026
Case Overview
This is an order on a first motion Company Application (C.A.(CAA) No 62/(KB)/2026) filed under Sections 230 and 232 of the Companies Act, 2013. The application sought directions for convening meetings to approve a Scheme of Arrangement involving three companies: Excello Plantation Private Limited (Demerged Company No. 1/Applicant No. 1), I.V. Travels Private Limited (Demerged Company No. 2/Applicant No. 2), and Rishik Spinning Private Limited (Resulting Company/Non-Applicant Company).
The Scheme provides for:
- The demerger of the Trading Division of Excello Plantation Private Limited into Rishik Spinning Private Limited.
- The demerger of the Trading Division of I.V. Travels Private Limited into Rishik Spinning Private Limited.
The appointed date for the demerger is 1st April 2025. The registered office of the resulting company, Rishik Spinning, is in Gorakhpur, Uttar Pradesh, outside the NCLT Kolkata bench's jurisdiction. I.V. Travels was noted to be a Non-Banking Finance Company (NBFC) registered with the Reserve Bank of India (RBI). The boards of all applicant companies passed resolutions adopting the proposed scheme on 11th March 2026. A valuation report recommending a swap ratio was prepared by CA Mukesh Banka, an IBBI Registered Valuer, dated 11th March 2026. The statutory auditors of the applicant companies certified that the proposed accounting treatment in the scheme conforms with the prescribed Accounting Standards.
Consent was obtained from all relevant parties. Excello Plantation had 6 equity shareholders and 1 unsecured creditor, all of whom provided 100% consent. I.V. Travels had 3 equity shareholders and provided 100% consent. Both companies had no secured creditors.
Final Outcome
The NCLT allowed the application and issued the following orders:
- Meetings of the equity shareholders of both Applicant Company No. 1 (Excello) and Applicant Company No. 2 (I.V. Travels) were dispensed with as 100% of shareholders had given written consent.
- A meeting of the unsecured creditors of Applicant Company No. 1 (Excello) was dispensed with as its sole unsecured creditor (100% in value) had given consent.
- No meetings were required for the secured creditors of either company, as there were none.
- No meetings were required for the unsecured creditors of Applicant Company No. 2 (I.V. Travels), as there were none.
The Tribunal directed the applicants to serve notice of the scheme under Section 230(5) of the Companies Act, 2013, along with all accompanying documents, on the following authorities within two weeks:
- The Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata
- The Registrar of Companies, West Bengal
- The Reserve Bank of India, Regional Office with jurisdiction
- The Income Tax Department with jurisdiction
These authorities have 30 days from receipt of the notice to file any representations with the Tribunal. The company application was disposed of accordingly.
Topics: Corporate Restructuring, NCLT Proceeding, Demerger