Case Details

Case Name: In the matter of Scheme of Amalgamation of MGS Hospitalities Private Limited, MGS Securities Private Limited, Boulder Estates Private Limited with MGS (India) Private Limited

Court/Authority: National Company Law Tribunal, New Delhi Bench (Court-II)

Case Number: C.A.(CAA)-67/ND/2025

Order Date: 22 May 2026

Period of Consideration: Financial statements up to 31 March 2025 considered

Parties Involved

Petitioners/Applicant Companies:

  • MGS Hospitalities Private Limited (Transferor Company No. 1) - CIN U55101DL2003PTC1192163
  • MGS Securities Private Limited (Transferor Company No. 2) - CIN U75144DL2007PTC162747
  • Boulder Estates Private Limited (Transferor Company No. 3) - CIN U70101DL1996PTC077414
  • MGS (India) Private Limited (Transferee Company) - CIN U74899DL1991PTC043393

Legal Representatives: Adv. Prashant Kumar, Adv. Sushant Kumar

Tribunal Members: Sh. Ashok Kumar Bhardwaj (Member-J), Ms. Reena Sinha Puri (Member-T)

Issues / Allegations / Violations

Application filed under Sections 230-232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 seeking:

  • Exemption from convening meetings of equity shareholders, secured and unsecured creditors
  • Approval of scheme of amalgamation of three transferor companies with transferee company
  • Directions for implementation of the amalgamation scheme

Findings & Observations

Tribunal noted the following key facts:

  • All four companies have their registered offices at D-136, Okhla Industrial Area, Phase-I, New Delhi-110020
  • Financial details of companies:
  • MGS Hospitalities: Authorized capital ₹2,00,00,000; Paid-up capital ₹2,00,00,000
  • MGS Securities: Authorized capital ₹1,00,00,000; Paid-up capital ₹56,41,700
  • Boulder Estates: Authorized capital ₹25,00,000; Paid-up capital ₹1,70,200
  • MGS (India): Authorized capital ₹2,00,00,000; Paid-up capital ₹85,08,350
  • 100% shareholders of all companies provided written consent affidavits
  • No secured or unsecured creditors exist for any of the companies
  • Board meetings held on 16 May 2025 approved the proposed scheme
  • Appointed date of scheme: 01 April 2025
  • No investigation or legal proceedings pending against any applicant company
  • No reduction of share capital envisaged under Section 66 of Companies Act
  • No corporate debt restructuring arrangement entered into

Penalties / Settlements / Directions

Tribunal granted the following directions:

  • Dispensed with requirement of convening meetings of shareholders and creditors
  • Directed notification to:
  • Central Government through Regional Director (Northern Region), Ministry of Corporate Affairs
  • Registrar of Companies, NCT of Delhi & Haryana
  • Official Liquidator, High Court of Delhi
  • Jurisdictional Assessing Officer & Principal Chief Commissioner of Income Tax, New Delhi
  • Applicant companies to comply with all applicable laws, rules and formats
  • Registry to send copy of order to applicant companies for necessary steps

Corrective Actions & Future Obligations

  • Scheme rationale includes pooling financial and commercial resources, achieving operational synergy, better financial prospects, cost reduction, and better utilization of professional expertise
  • All employees of transferor companies to become employees of transferee company without break in service on terms not less favorable
  • Provident Fund, Gratuity Fund, Superannuation Fund obligations to be transferred to transferee company
  • Service continuity maintained for all employee benefit purposes

Final Ruling & Enforcement

Application CA (CAA)-67/ND/2025 allowed on the terms specified in the order. The amalgamation scheme is approved subject to compliance with notification requirements and applicable laws.