Authority: National Company Law Tribunal, Division Bench (Court–I) Chennai

Order Date: 10.06.2026

Case Overview

This proceeding involves a second motion petition (CA(CAA)/11/CHE/2026) filed by Subamangal Properties Pvt Ltd under Sections 230-232 of the Companies Act, 2013 concerning a scheme of arrangement or amalgamation. The first motion order was passed on 06.01.2026 in CA(CAA)/11(CHE)/2026, which dispensed with the requirement for meetings of equity shareholders of the Transferor Company and unsecured creditors of the Transferor Company. The Tribunal had directed that a meeting of the unsecured creditors of the Transferee Company be convened on 09.05.2026 at 11:00 AM. The Chairman's report dated 12.05.2026, confirming the approval of the scheme by the unsecured creditors of the petitioner company, has been submitted to the Tribunal.

The current hearing focused on compliance with statutory notice requirements under Section 230(5) of the Companies Act, 2013, read with Rules 8 and 16 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Tribunal noted the legal requirement to issue notices to various statutory authorities to allow them to make representations on the proposed scheme.

Final Outcome

The Tribunal issued specific directions for the service of notices. The petitioner is directed to serve notice in Form CAA.3 to the following authorities via email and other modes, with an affidavit of proof of service to be filed within 7 days:

  • Central Government through the Ministry of Corporate Affairs to the Jurisdictional Regional Director(s) at rd.south@mca.gov.in
  • Registrar of Companies (RoC) at roc.chennai@mca.gov.in
  • Income Tax Authorities at chennai.pccit@incometax.gov.in
  • Official Liquidator at ol-chennai-mca@nic.in
  • Other concerned Statutory or Sectoral Regulators, if applicable.

Furthermore, the petitioner must publish notice of the hearing in two newspapers: Makkal Kural (Tamil) and Financial Express (English), as per Rule 7, and file an affidavit as proof of publication.

All authorities receiving notice are directed to file any representations within 30 days of receipt. If no representation is received within this period, it will be presumed that they have no objection to the proposed scheme. The matter is now listed for further hearing on 15.07.2026.

Topics: NCLT Proceedings, Corporate Amalgamation, Regulatory Compliance