Authority: National Company Law Tribunal, Division Bench, Court-II, Ahmedabad

Order Date: 09/06/2026

Case Overview

This company application was filed jointly by six applicant companies under Sections 230-232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016. The applicant companies are Kaizen Switchgear Products Private Limited (Demerged Company No.1), Baroda Moulds & Dies Private Limited (Demerged Company No.2), Baroda Bushings & Insulators Private Limited (Demerged Company No.3), ECS Industries Private Limited (Resulting Company No.1), KSP (Kaizen) Industries Private Limited (Resulting Company No.2), and Baroda Bushings Industries Private Limited (Resulting Company No.3). The registered offices of all companies are within the jurisdiction of the Registrar of Companies, Vadodara, Gujarat. The Board of Directors of each company approved the Scheme through resolutions dated 31/03/2026, with an appointed date of 01/04/2026.

The application sought dispensation of meetings for equity shareholders, secured creditors, and unsecured creditors for approval of the Scheme. The rationale for the Scheme includes consolidation of business for operational synergies, cost optimization, better client servicing, efficient fund raising, IPO readiness, and simplification of the promoter holding structure. The companies provided details of share capital, shareholders, and creditors as of 28/02/2026 or recent dates, along with certificates from auditors and a valuation report dated 31/03/2026 by CA Hitendra R. Ranka (IBBI Registered Valuer).

The Tribunal noted that the companies are closely held private companies with positive net worth and considered requests for dispensation based on written consents from equity shareholders and lack of objections from unsecured creditors. However, for secured creditors, meetings were directed due to the absence of no-objection certificates.

Final Outcome

The Tribunal allowed the application and issued the following directions:

  • Dispensation of meetings for equity shareholders and unsecured creditors of all applicant companies.
  • Direction to convene meetings of secured creditors for each applicant company within 45 days from the order date.
  • Advertisement of the meetings in the Financial Express (Ahmedabad edition) in English and vernacular languages at least one month before the meetings.
  • Notice to secured creditors with copies of the Scheme, explanatory statement, and other required documents.
  • Appointment of Mr. R.D. Gupta (Retd. OL/ROC) as Chairman and Mr. Mahendra Parmar (Advocate) as Scrutinizer for the secured creditor meetings.
  • Quorum and voting procedures as per the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016.
  • Chairman to report the meeting results to the Tribunal in Form CAA-4 within 7 days.
  • Payment of fees: Rs. 1,00,000 to the Chairman and Rs. 50,000 to the Scrutinizer.
  • Notice to authorities including the Regional Director (North Western Region), Registrar of Companies (Gujarat, Ahmedabad), Official Liquidator, Income Tax Department, and other sectoral regulators, allowing 30 days for representations.
  • Compliance affidavit to be filed with the Registry within 7 days.

The application was disposed of accordingly.

Topics: NCLT Proceedings, Corporate Amalgamation, Secured Creditor Meetings