Authority: National Company Law Tribunal, Hyderabad Bench – 1

Order Date: 11 June 2026

Case Overview

This is a proceeding under Sections 230-232 of the Companies Act, 2013 concerning a scheme of arrangement between M/s. GMR Air Cargo & Aerospace Engineering Ltd. (the Demerged Company) and M/s. GMR Aero Technic Ltd. (the Resulting Company) and their respective shareholders and creditors. The petition was heard by a bench comprising Hon'ble Member (Judicial) Sh. Rajeev Bhardwaj and Hon'ble Member (Technical) Sh. Sanjay Puri. The Ld. Senior Counsel, Mr. Avinash Desai, appeared for the Petitioner companies. The First Motion Petition order in this matter was previously passed on 06 May 2026 in CA (CAA) No.11/HDB/2026, wherein the requirement for meetings of shareholders and creditors was dispensed with.

The current order focuses on the statutory requirement to issue notices to various regulatory and government authorities as mandated under Section 230(5) of the Companies Act, 2013 read with Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The tribunal directed the Petitioners to issue these notices to seek any representations from the concerned authorities regarding the proposed demerger scheme.

Final Outcome

The tribunal issued directions for the Petitioner(s) to take the following steps:

  • Issue notice in Form CAA.3 to the Central Government through the Ministry of Corporate Affairs to the Jurisdictional Regional Director(s).
  • Send notices via email to the following specific authorities:
  • Regional Director, South Eastern Region, Hyderabad at rd.ser@mcl.gov.in
  • Registrar of Companies (RoC), Hyderabad at roc.hyderabad@mca.gov.in
  • Official Liquidator at ol-hyderabad-mca@nic.in
  • Income Tax Authorities at hyderabad.pccit@incometax.gov.in
  • Issue notice to other applicable Statutory Regulators / Sectoral Regulators.
  • Publish the notice in one English and one Vernacular daily newspaper as per Rule 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
  • File proof of service and proof of publication by way of an affidavit before the next date of hearing.

All authorities are directed to file their representations, if any, within 30 days from the date of receipt of the notice. If no representation is received within this period, it will be presumed that the authorities have no objection to the proposed scheme.

The matter has been listed for the next hearing on 06 August 2026.

Topics: Corporate Restructuring, NCLT Proceedings