Authority: National Company Law Tribunal, Bengaluru Bench

Order Date: 13.07.2026

Case Overview

The National Company Law Tribunal (NCLT), Bengaluru Bench heard a first motion application (CA (CAA) No. 09/BB/2026) filed on 22.04.2026 by four applicant companies seeking approval for a scheme of amalgamation under Sections 230-232 of the Companies Act, 2013. The companies involved are Appu Nutritions Private Limited (Transferor Company No. 1, CIN: U01541KA1985PTC006784, incorporated 21.03.1985), Snackvibe Products Pvt. Ltd. (Transferor Company No. 2, CIN: U51909KA2017PTC215052, incorporated 20.06.2017), Sublime Foods Limited (Transferor Company No. 3, CIN: U15310KA2012PLC101087, incorporated 12.07.2012), and Integrated Food Park Limited (Transferee Company, CIN: U74900KA2007PLC071171, incorporated 08.08.2007).

The board of directors of all applicant companies approved the scheme in their meetings held on 16.03.2026. The application sought dispensation of meetings for equity shareholders, preference shareholders, and unsecured creditors of all companies based on obtained consents. The tribunal noted that all statutory requirements were met, including filing of audited financial statements up to 31.03.2025 and provisional unaudited statements up to 31.12.2025.

Key Financial and Shareholding Details

  • Appu Nutritions: 6 equity shareholders (100% consent), no secured creditors, 3 unsecured creditors (₹24,20,400, 100% consent)
  • Snackvibe Products: 3 equity shareholders (100% consent), no secured creditors, 4 unsecured creditors (₹2,69,48,634.83, 100% consent with 2 creditors representing 90.69% value consenting)
  • Sublime Foods: 3 equity shareholders (100% consent), 1 preference shareholder (100% consent), no secured creditors, 6 unsecured creditors (₹15,02,08,999, 100% consent with 2 creditors representing 99.41% value consenting)
  • Integrated Food Park: 7 equity shareholders (100% consent), no secured creditors, 59 unsecured creditors (₹2,39,28,03,767, 100% consent with 17 creditors representing 90.06% value consenting)

The statutory auditor of Integrated Food Park Limited, Borkar & Muzumdar, Chartered Accountants, certified that the proposed accounting treatment conforms to accounting standards. Affidavits confirmed no investigation proceedings pending against any applicant companies or their directors.

The scheme includes employee protection clauses ensuring all employees of transferor companies will become employees of the transferee company without break in service and on terms not less favorable than existing conditions.

Final Outcome

The NCLT allowed the first motion application, dispensing with all meetings of shareholders and creditors due to the obtained consents. The tribunal directed the applicant companies to file a second motion petition with specific directions to serve notices to: Central Government through Regional Director (Southeast Region), Registrar of Companies, Official Liquidator, Principal Commissioner of Income Tax (Judicial), Jurisdictional Principal Commissioner of GST, Regional Provident Fund Commissioner, and other relevant statutory authorities/sectoral regulators. The companies must disclose PAN numbers to Income Tax authorities and GSTIN numbers to GST authorities in the second motion petition.

Topics: Corporate Amalgamation, NCLT Proceedings, Regulatory Compliance