NCLT Approves Salasar Techno-EMC Amalgamation Scheme

Case Details

Case Name: Scheme of Amalgamation of EMC Limited with Salasar Techno Engineering Limited

Parties: Petitioner/Transferor Company: EMC Limited; Non-Petitioner/Transferee Company: Salasar Techno Engineering Limited

Court/Authority: National Company Law Tribunal (NCLT), Kolkata Bench-II

Case Number: Company Petition (CAA) No. 81/KB/2025 connected with Company Application (CAA) No. 62/KB/2025

Date of Order: 22/05/2026

Parties Involved

Petitioner Company: EMC Limited (Corporate Identification No. U70100WB2010PLC151197), with its registered office at 51, Canal East Road, Kolkata-700 085, West Bengal.

Transferee Company: Salasar Techno Engineering Limited (Corporate Identification No. L23201UP2001PLC209751), with its registered office at Khasra No. 265, 281 to 288, Village Parsaun-Dasna, Post Office Jindal Nagar, District Hapur-201 015, Uttar Pradesh.

Statutory Authorities Involved: Regional Director (Eastern Region), Registrar of Companies (West Bengal), Official Liquidator (Kolkata), and Income Tax Department.

Tribunal Members: Shri Labh Singh (Member-Judicial) and Ms. Rekha Kantilal Shah (Member-Technical).

Issues / Allegations / Violations

The petition was a second motion filed under Sections 230 & 232 of the Companies Act, 2013 seeking sanction for a Scheme of Amalgamation. The core issue was the regulatory approval for merging EMC Limited with Salasar Techno Engineering Limited.

Key contextual background includes:

• Salasar Techno Engineering Limited acquired EMC Limited as a going concern during its liquidation process under the Insolvency and Bankruptcy Code, 2016 (IBC). This acquisition was approved by the NCLT Kolkata Bench vide its Order dated 22nd October 2024 in I.A. (IB) No. 1140/KB of 2024 in C.P. (IB) No. 1237/KB/2018.
• The NCLT's acquisition order granted Salasar the right to restructure, amalgamate, merge, or demerge EMC Limited and conferred a 'clean slate' status, extinguishing all past liabilities, claims, inspections, inquiries, investigations, and civil or criminal proceedings against EMC under various laws.
• EMC Limited subsequently became a wholly-owned subsidiary of Salasar Techno Engineering Limited.
• The Regional Director (RD) and Income Tax Department raised observations in their representations:
• RD's Observations: Included a pending complaint (SRN: J00095047) from Shri Shambhu Nath Jajodia, non-filing of e-form MGT-14 by EMC, a request for a list of assets to be transferred, and queries on compliance with Section 232(3)(i) of the Companies Act, stamp duty payment, and confirmation of scheme consistency.
• Income Tax Department's Observations: Highlighted pending re-assessment proceedings u/s 147 for A.Ys. 2015-16, 2017-18, and 2018-19 (getting barred by limitation on 31/03/2026) and outstanding tax demands against EMC Limited.

Findings & Observations

The Tribunal, after hearing submissions and perusing records, was satisfied with the clarifications and undertakings provided by the Petitioner company in its Reply/Undertaking Affidavit dated 30th December 2025.

Regarding the key observations:

• Complaint by Shri Jajodia: The Tribunal noted the complainant lacked locus standi as he was neither a shareholder nor a creditor. The allegations pertained to the erstwhile management, and the current management acquired EMC on a clean-slate basis under IBC, extinguishing such past claims.
• Non-filing of e-Form MGT-14: The Petitioner acknowledged the oversight and subsequently filed the form vide SRN: AC0374218 on 26th December 2025.
• Income Tax Liabilities & Proceedings: The Petitioner argued that all income-tax demands and proceedings pertaining to periods prior to the 'Effective Date' of the IBC sale (16th May 2024) stood extinguished by the NCLT's clean slate order under IBC, 2016. The present amalgamation is a subsequent restructuring on this clean slate basis.

Penalties / Settlements / Directions

The Tribunal did not impose any new penalties. However, it issued specific directions and recorded undertakings as part of sanctioning the scheme:

• The Transferee Company (Salasar) undertook to pay appropriate stamp duty on the transfer of immovable properties.
• The Transferee Company undertook to pay the balance fee, if any, on the increase in authorized share capital as per Section 232(3)(i) of the Companies Act, 2013.
• The Transferee Company provided a comprehensive undertaking regarding potential income tax liabilities, agreeing to be responsible for any future proceedings or demands and waiving the right to contest notices issued in the name of the Transferor Company post-amalgamation.

Corrective Actions & Future Obligations

The Order mandates several compliance and future actions:

• The Petitioner must file a Schedule of Assets & Liabilities in the prescribed form (Form No. CAA-7) within three weeks from the date of the order.
• A certified copy of the order must be delivered to the Registrar of Companies (ROC), West Bengal, for registration within 30 days of its receipt.
• The Transferee Company is responsible for preserving all necessary records of the Transferor Company concerning any pending or future legal, arbitration, tax, or other proceedings.
• The Transferee Company is obligated to engage all workmen and employees of the Transferor Company and assume all related obligations.
• All legal and tax proceedings pending against the Transferor Company will be continued by or against the Transferee Company.

Final Ruling & Enforcement

The NCLT sanctioned the Scheme of Amalgamation (Annexure P-1) with an Appointed Date of 23rd October 2024.

Key rulings include:

• All property, rights, powers, debts, liabilities, and duties of EMC Limited stand transferred to and vest in Salasar Techno Engineering Limited from the Appointed Date.
• Upon the scheme becoming effective (after filing the certified order with ROC), EMC Limited shall stand dissolved without winding up.
• The ROC, West Bengal, shall consolidate the files of the Transferor Company with those of the Transferee Company.
• Statutory authorities (Income Tax Dept., ROC, etc.) are granted liberty to initiate appropriate proceedings against the Transferee Company for any defaults or non-compliances of the Transferor Company.
• The Company Petition and connected Application are disposed of accordingly.

The order is effective upon signing on 22nd May 2026.