Authority: National Company Law Tribunal, Kolkata Bench

Order Date: 12 June 2026

Case Overview

The application was filed under Section 230(1) read with Section 232(1) of the Companies Act, 2013 for orders and directions regarding meetings of shareholders and creditors in connection with a Scheme of Amalgamation between Gajanan Ferro Private Limited (Transferor Company) and Berry Alloys Limited (Transferee Company). The appointed date for the merger is 1st April 2025. Both companies are unlisted and not NBFCs. Their boards approved the scheme on 22nd May 2025. A valuation report was prepared by IBBI Registered Valuer Vikash Parakh dated 20th May 2025, and statutory auditors confirmed accounting treatment conformity with accounting standards on 2nd January 2026.

Gajanan Ferro has 10 equity shareholders, no preference shareholders, 10 secured creditors, and 138 unsecured creditors. Berry Alloys has 8 equity shareholders, no preference shareholders, 23 secured creditors, and 129 unsecured creditors. Written consents were obtained from 100% of equity shareholders of both companies, 100% of secured creditors of both companies, 93.44% of unsecured creditors of Gajanan Ferro, and 91.90% of unsecured creditors of Berry Alloys.

Final Outcome

The Tribunal dispensed with meetings for equity shareholders and secured creditors of both companies due to 100% consent. Meetings for unsecured creditors were also dispensed with due to high consent percentages (93.44% for Gajanan Ferro and 91.90% for Berry Alloys). No meetings are required for preference shareholders as none exist. The application was disposed of with directions to serve notice under Section 230(5) of the Companies Act, 2013 to the Regional Director (Eastern Region), Ministry of Corporate Affairs; Registrar of Companies, Kolkata; Official Liquidator, High Court at Calcutta; and Income Tax Department including the Chief Commissioner of Income Tax having jurisdiction. These authorities have 30 days from receipt of notice to file any representations.

Topics: Corporate Amalgamation, NCLT Proceedings, Creditor Consent