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

Order Date: 15 July 2026

Case Overview

The National Company Law Tribunal (NCLT) New Delhi bench heard a joint application under Sections 230-232 of the Companies Act, 2013 regarding a Scheme of Amalgamation between Indo Bevs Private Limited (Transferor Company/Petitioner No. 1) and Indospirit Beverages Private Limited (Transferee Company/Petitioner No. 2). Both companies are closely held unlisted private limited group companies under common management and control with registered offices at B-230, Okhla Industrial Area Phase-I, New Delhi-110020.

Indo Bevs Private Limited was incorporated on 16 February 2018 under the Companies Act, 2013. Indospirit Beverages Private Limited was originally incorporated as "Bubbly Wines Private Limited" on 7 January 2014 under the Companies Act, 1956 and changed its name to its current name on 7 August 2015. The Board of Directors of both companies unanimously approved the proposed Scheme of Amalgamation in their respective meetings held on 13 June 2025.

The Tribunal had previously, vide order dated 16 October 2025, dispensed with the requirement of convening meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferor Company. For the Transferee Company, meetings of Equity Shareholders and Unsecured Creditors were dispensed with, while a meeting of its Secured Creditors was convened. The Secured Creditors approved the scheme, as evidenced by the Chairperson's Report dated 28 November 2025.

Notices were issued to relevant authorities including the Regional Director (Northern Region), Income Tax Department, Registrar of Companies, and Official Liquidator. The Regional Director raised several observations which were addressed by the petitioner companies through a detailed reply dated 1 April 2026. Key objections and responses included:

  • The Regional Director noted that the Transferor Company had nil operational revenue for two years but hadn't applied for dormant status. The company clarified it earned commission income in FY2024-25, is an active company with assets and liabilities, regularly files statutory returns, and doesn't qualify as a dormant company under Section 455.
  • Regarding MSME dues of ₹499.40 lakh in the Transferee Company as of 31 March 2025, the company confirmed these dues had been fully discharged and e-Form MSME-1 had been duly filed with the ROC.
  • The Transferee Company undertook to comply with Section 232(3)(i) regarding payment of fees on increased authorized share capital post-amalgamation.
  • The companies confirmed the scheme received requisite majority approvals where meetings were required and provided undertakings regarding compliance with Income Tax Act provisions, particularly Section 2(1B).
  • The companies confirmed the scheme filed with the application and petition is identical without discrepancies.
  • The companies undertook to comply with directions from any concerned sectoral regulator if required, though none currently apply.

The Regional Director, after considering the company's responses, appeared before the Tribunal on 7 May 2026 and stated they had no further objections. The Income Tax Department, through its report dated 30 March 2026, provided a No Objection Certificate (NOC) for the proposed amalgamation. The Official Liquidator, in its report dated 18 March 2026, stated that the affairs of the companies did not appear to have been conducted in a manner prejudicial to the interests of its members or public interest. The petitioner companies confirmed no investigation proceedings under relevant sections of the Companies Act are pending against them.

Final Outcome

The NCLT sanctioned the Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013. The Appointed Date for the scheme is fixed as 1 April 2025. The Tribunal directed that:

  • All contracts of the Transferor Company subsisting immediately before the Effective Date shall stand transferred to and vested in the Transferee Company.
  • All employees of the Transferor Company shall become employees of the Transferee Company without interruption of service and on terms no less favourable.
  • All liabilities of the Transferor Company shall stand transferred to the Transferee Company.
  • All pending proceedings by or against the Transferor Companies shall be continued by or against the Transferee Company.
  • The petitioners must deliver a certified copy of this order to the Registrar of Companies within 30 days, upon which the Transferor Company shall be dissolved and its documents consolidated with the Transferee Company's files.
  • The Transferee Company must file an annual statement in Form CAA-8 with the ROC until full implementation of the scheme.

The sanction is granted subject to compliance with all statutory requirements, and does not grant exemption from payment of stamp duty, taxes, or other charges.

Topics: Corporate Restructuring, Legal Compliance, NCLT Approval