Case Details

  • Case Name: CA No.30/2025, CA No.03/2026 & CA No.11/2026 IN CP (CAA) No.29/ALD/2025 IN CA (CAA) No.24/ALD/2025
  • Parties Involved: BSBK Engineers Private Limited (Demerged Company) and Macawber Beekay Private Limited (Resulting Company).
  • Court/Authority: National Company Law Tribunal (NCLT), Allahabad Bench, Prayagraj.
  • Coram: Shri Praveen Gupta, Hon'ble Member (Judicial) and Shri Ashish Verma, Hon'ble Member (Technical).
  • Date of Order: 21st May, 2026.
  • Under Section: 230/232 of the Companies Act, 2013.

Parties Involved

  • Petitioner Companies: BSBK Engineers Private Limited and Macawber Beekay Private Limited. Represented by Counsel Sh. Rajeev Kumar with Sh. Shivam Shukla and Ms. Anukanksha Singh.
  • Regulatory Authorities: Official Liquidator (represented by Sh. Mohd. Akhtar, STA) and the Income Tax Department (represented by Sh. Amit Mahajan, Sr. S.C.).

Issues / Allegations / Violations

The matter pertains to a rectification application (CA No.03/2026) filed to correct clerical and typographical errors present in the Tribunal's initial order dated 21.08.2025, which was passed in the first motion application (CA (CAA) No.24/ALD/2025) for a Scheme of Arrangement (demerger). The specific errors identified were:

1. An incorrect incorporation date for the Resulting Company (Macawber Beekay Private Limited) stated as 13.02.2011 instead of the correct date, 13.02.2012.

2. Incorrect references to the "Scheme of Amalgamation" in multiple paragraphs instead of the correct term "Scheme of Arrangement".

3. An incorrect date for the Audited Financial Statements stated as 31.05.2025 instead of the correct date, 31.03.2025.

4. Erroneous classifications of stakeholders in the order's directions:

  • Referring to "all the Shareholders" instead of "all the Unsecured Creditors" of the Demerged Company.
  • Referring to "Secured Creditors of the Applicant Demerged Company" and "all the Shareholders" instead of "Secured Creditors of the Applicant Resulting Company" and "all the secured creditors" of the Resulting Company, respectively.

Findings & Observations

The Tribunal, after hearing the petitioner's counsel and noting the evidence presented (including the Certificate of Incorporation), found the prayers for rectification to be valid. The errors were acknowledged as clerical/typographical in nature. The rectification was carried out under Rule 154(1) of the National Company Law Tribunal Rules, 2016.

Penalties / Settlements / Directions

This order is procedural and does not impose any new penalties. It directs the specific rectifications to be read as part of the original order dated 21.08.2025. The modifications are:

  • Rectification No.1: In para 6, '13.02.2011' is to be read as '13.02.2012'.
  • Rectification No.2: In paragraphs 10, 13, and 20, "Scheme of Amalgamation" is to be read as "Scheme of Arrangement".
  • Rectification No.3: In para 11, '31.05.2025' is to be read as '31.03.2025'.
  • Rectification No.4: In para 22:
  • Sub-para I(c): "all the Shareholders" is to be read as "all the Unsecured Creditors".
  • Sub-para II(b): "Secured Creditors of the Applicant Demerged Company" is to be read as "Secured Creditors of the Applicant Resulting Company", and "all the Shareholders" is to be read as "all the secured creditors".

Corrective Actions & Future Obligations

  • The petitioner companies were required to file this application to formally correct the record.
  • The corrected order is now the official record for the first motion approval.

Other Procedural Rulings

  • CA No.30/2025: An application for condonation of a two-day delay in filing the second motion petition was allowed, as no objections were raised by the Income Tax Department or the Official Liquidator.
  • CP (CAA) No.29/ALD/2025: The main petition for the second motion was heard. The Income Tax Department sought 10 days to file its report for the Resulting Company, which was granted. The Official Liquidator filed a revised report. The petitioner's counsel was to receive this report and file any response or undertaking within 10 days.

Final Ruling & Enforcement

  • CA No.03/2026: Allowed and disposed of. The rectifications are enforced and form part of the original order.
  • CA No.30/2025: Allowed and disposed of. The delay is condoned.
  • CP (CAA) No.29/ALD/2025: The matter was adjourned for further hearing on 9th July, 2026, pending the Income Tax Department's report and the petitioner's response to the Official Liquidator's revised report.