Authority: National Company Law Tribunal Chandigarh Bench (Court-I)

Order Date: 10.07.2026

Case Overview

The National Company Law Tribunal (NCLT) Chandigarh heard a petition filed by RECIQ Enterprises Private Limited (Transferor Company) seeking sanction of a Scheme of Amalgamation with SI Interpack Private Limited (Transferee Company) under Sections 230-232 of the Companies Act, 2013. Both companies are manufacturers of seat trims and assemblies for vehicles. The Tribunal had previously dispensed with meetings of shareholders and creditors vide order dated 07.05.2025.

The rationale for amalgamation included operational efficiencies, business synergies, reduction in administrative costs, elimination of duplication, and consolidation of corporate structure. The Scheme proposed RECIQ Enterprises would amalgamate into SI Interpack, with the appointed date initially set as opening of business hours on 31.03.2024.

During proceedings, the Tribunal sought clarification regarding the appointed date falling on a Sunday (31.03.2024). The companies subsequently filed IA(CA)/12(CH)2025 seeking modification of Clause 13.1 to replace specific reference to Accounting Standards (IND-AS) with "applicable accounting standards" and change the appointed date to closing hours on 31.03.2024. These modifications were approved by both companies' boards.

Statutory authorities including the Official Liquidator, Regional Director/Registrar of Companies, and Income Tax Department were notified. The Income Tax Department initially noted an outstanding demand of Rs. 4,20,300/- for Assessment Year 2023-24 against RECIQ Enterprises, primarily due to non-grant of TCS credit. The company filed a rectification application under Section 154 of the Income Tax Act, which remains pending. The Transferee Company undertook to discharge this liability if finally upheld.

Final Outcome

The NCLT sanctioned the Scheme of Amalgamation with the following key directions:

  • The Scheme is approved with respect to RECIQ Enterprises (Transferor Company), subject to approval by NCLT Delhi Bench for SI Interpack (Transferee Company)
  • RECIQ Enterprises shall be dissolved without winding up
  • Appointed date fixed as 31.03.2024 (closing hours)
  • All properties, rights, powers, liabilities and duties of Transferor Company stand transferred to Transferee Company
  • All employees transfer to Transferee Company without interruption of service on terms no less favorable
  • All legal proceedings by or against Transferor Company to continue against Transferee Company
  • All contracts, benefits, entitlements and incentives stand transferred
  • Companies must file the Order with ROC within 30 days and with Stamp Duty authorities within 60 days
  • Income Tax Department retains right to examine tax implications and initiate action if scheme results in tax avoidance
  • The modification to Clause 13.1 (accounting standards) is approved

The Company Petition CP(CAA) No. 33/Chd/Hry/2025 stands allowed and disposed of.

Topics: Corporate Amalgamation, Regulatory Approval