Jaypore E-Commerce Private Limited Vs TG Apparel & Decor Private Limited (NCLT Mumbai)
The Mumbai Bench of the National Company Law Tribunal (NCLT) sanctioned a Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013 involving two wholly owned subsidiary companies and their parent company. The Scheme had been approved by the respective Boards of Directors, with the appointed date fixed as 01.04.2026, and was placed before the Tribunal after compliance with its earlier directions.
The petitioners submitted that the proposed amalgamation would simplify the legal and operating structure, streamline business and administrative operations, reduce operating and administrative costs, and strengthen the financial position and flexibility of the amalgamated company, thereby enhancing overall shareholder value. The Tribunal also noted that, since both amalgamating companies were wholly owned subsidiaries of the amalgamated company, no consideration or fresh allotment of shares would be made under the Scheme. The shares held by the amalgamated company in the subsidiary companies would stand cancelled upon the Scheme becoming effective.
The Tribunal recorded that the petitioner companies had complied with the procedural requirements, including issuance of notices to statutory authorities, publication of advertisements, filing of affidavits of service, and production of the prescribed financial statements, board resolutions, auditor’s certificates and other supporting documents. Earlier, the Tribunal had dispensed with the meetings of shareholders and creditors after considering the consent affidavits and the fact that the amalgamating companies were wholly owned subsidiaries of the amalgamated company.
