India Radiators Limited Vs Mercantile Ventures Limited (NCLT Chennai)
The National Company Law Tribunal (NCLT), Chennai, considered a joint company petition filed by India Radiators Limited (Transferor Company) and Mercantile Ventures Limited (Transferee Company) under Sections 230 to 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, seeking sanction of a Scheme of Amalgamation between the two companies.
In the first motion application, the petitioners sought directions regarding convening or dispensing with meetings of shareholders and creditors. By order dated 02.02.2026, the Tribunal dispensed with the meetings of the Preference Shareholders and Unsecured Creditors of the Transferor Company and directed meetings of the Equity Shareholders of both companies and the Unsecured Creditors of the Transferee Company. The meetings held on 13.03.2026 recorded the prescribed quorum and substantial approval in favour of the Scheme. The second motion petition seeking sanction of the Scheme was filed on 21.03.2026.
The Scheme provided for the amalgamation of India Radiators Limited with Mercantile Ventures Limited. The rationale stated in the Scheme included reduction of administrative and operational costs, elimination of duplication, better utilisation of resources, enhancement of business efficiency, strengthening of the business, and availability of combined assets, cash flows and manpower. The Boards of Directors of both companies had proposed the Scheme.
