Authority: National Company Law Tribunal, New Delhi Bench, Court-III

Order Date: 15.07.2026

Case Overview

A second motion petition was jointly filed by Fybros Moddular Private Limited (Transferor Company) and Balar Marketing Pvt. Ltd. (Transferee Company) under Sections 230-232 of the Companies Act, 2013, seeking sanction for a Scheme of Amalgamation. The appointed date for the scheme is 01.04.2023. The rationale provided for the amalgamation includes achieving better management, cost savings, pooling of resources, operational synergy, optimal capital structure, and enhanced competitive strength.

The NCLT had previously dispensed with the requirement to convene meetings of equity shareholders, secured creditors, and unsecured creditors of both companies via its order dated 17.12.2024 in CA No. 45(ND)/2024. Notices for the second motion petition were issued to the Regional Director (RD), Registrar of Companies (RoC), Income Tax Department, and Official Liquidator, and published in Business Standard (Hindi and English editions) on 12.09.2025.

The Regional Director submitted a report dated 12.12.2025 containing several observations, to which the petitioners provided detailed replies. Key observations and replies included:

  • An 'Emphasis of Matter' in the audit report of Fybros regarding pending reconciliation of sundry creditor balances. The petitioners clarified this was a disclosure and did not affect the true and fair view of the financial statements.
  • A remark in Fybros' audit report about a requirement to appoint a cost auditor, which the petitioners clarified was based on an incorrect assumption that the company generated electricity. They stated their business is manufacturing electrical accessories and components, to which cost audit rules do not apply.
  • An 'Emphasis of Matter' in Balar Marketing's audit report regarding pending reconciliation of sundry debtor and creditor balances. The petitioners again clarified this was a disclosure.
  • A remark in Balar Marketing's audit report about pending statutory dues. The petitioners stated the company is regular in depositing undisputed dues and explained a disputed income tax demand of Rs. 1,120.64 lakhs is under appeal at the ITAT.
  • A note in Balar Marketing's financials about a delay in filing a satisfaction of charge for a Rs. 300 lakh loan from Bajaj Finance Ltd. The petitioners confirmed the form (CHG-4) was subsequently filed on 24.09.2024.
  • A direction for Balar Marketing to comply with Section 232(3)(i) regarding fees on revised authorized share capital, which the company undertook to do.

The RD, vide order 23.02.2026, subsequently stated it had no further observations. The Official Liquidator's report dated 11.05.2025 confirmed no complaints had been received against the scheme. The Income Tax Department was afforded multiple opportunities but filed no report or representation, leading the tribunal to deem it had no objections.

The share exchange ratio was determined by Registered Valuer Mr. Kunal Kumar Singh to be 337 shares of Balar Marketing for each share of Fybros Moddular.

Final Outcome

The NCLT sanctioned the Scheme of Amalgamation. The entire business, properties, assets, and liabilities of Fybros Moddular shall be transferred to and vest in Balar Marketing Pvt. Ltd. with effect from the appointed date (01.04.2023). Fybros Moddular shall stand dissolved without winding up from the effective date.

The order is subject to several conditions and clarifications:

  • The Transferee Company (Balar Marketing) shall discharge all outstanding dues payable to the Income Tax Department.
  • All pending legal proceedings against the Transferor Company shall be continued against the Transferee Company.
  • All employees of the Transferor Company shall become employees of the Transferee Company without a break in service.
  • The scheme does not grant exemption from payment of stamp duty, taxes, or other statutory dues.
  • The companies must comply with all provisions of the Companies Act, 2013, and other applicable laws.
  • The Transferee Company must file an annual statement in Form CAA-8 with the RoC.
  • The companies must file a certified copy of the order with the Registrar of Companies within 30 days, upon which the scheme shall become effective.

Topics: Corporate Amalgamation, NCLT Approval, Regulatory Compliance