Authority: National Company Law Tribunal, Court IV, New Delhi Division Bench

Order Date: 10 July 2026

Case Overview

The National Company Law Tribunal (NCLT) Delhi heard a joint petition filed under Sections 230-232 of the Companies Act, 2013 by three companies: Prompt Steels Private Limited (Transferor Company 1), Fancy Multitrade Private Limited (Transferor Company 2), and Prompt Enterprises Private Limited (Transferee Company). All companies share the same registered office at B-3/7, 1st Floor, Yamuna Vihar, Delhi, 110053, and are represented by Mr. Mukesh Kumar.

The petition sought sanction of a Scheme of Amalgamation whereby both transferor companies would amalgamate into the transferee company. The rationale included operational consolidation, streamlined management structure, cost rationalization, and enhanced efficiency. The appointed date for the amalgamation was set as 1 April 2025.

Previous proceedings included the Tribunal's order dated 3 September 2025 which dispensed with meetings for shareholders and unsecured creditors of the transferor companies due to consent affidavits. For the transferee company, meetings were convened on 12 November 2025 where equity shareholders, secured creditors, and unsecured creditors unanimously approved the scheme.

Notices were issued to statutory authorities under Section 230(5) including the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Authorities. Publications appeared in Business Standard (English) and Jansatta (Hindi) on 13 December 2025.

Key Regulatory Observations and Responses:

  • The Regional Director noted that both transferor companies had nil operational revenue for the last two financial years. The companies responded that they maintained active business operations and statutory compliance despite nil revenue.
  • Regarding the transferee company, MSME dues of ₹259.58 lakh were disclosed. The companies confirmed these were normal trade payables being paid within 45 days as per MSME Act requirements.
  • The Official Liquidator reported no complaints against the scheme and found no prejudicial conduct in the companies' affairs.
  • Income Tax Authorities reported no outstanding demands against any company but reserved rights to initiate future proceedings under the Income-tax Act, 1961.

The Tribunal referenced the Supreme Court's judgment in Miheer H. Mafatlal vs Mafatlal Industries Ltd, emphasizing that commercial wisdom rests with the parties and the court's role is supervisory rather than appellate.

Final Outcome

The NCLT sanctioned the Scheme of Amalgamation, finding it fair, reasonable, and not contrary to law or public policy. Key directions include:

  • The appointed date of 1 April 2025 is approved
  • Transferor companies will dissolve without winding up upon effectiveness
  • All assets, rights, contracts, licenses, and entitlements of transferor companies will transfer to the transferee company
  • All employees will transfer to the transferee company without service interruption on terms not less favorable
  • All liabilities and obligations of transferor companies will transfer to the transferee company
  • All pending legal proceedings will continue against the transferee company
  • The transferee company must file compliance statements in Form CAA-8 annually until full implementation
  • The order does not exempt any stamp duty, taxes, or statutory dues payable under law

The companies must deliver the order to the Registrar of Companies, NCT of Delhi & Haryana within 30 days for registration.

Topics: Corporate Amalgamation, NCLT Approval, Regulatory Compliance