Fybros Moddular Private Limited Vs Balar Marketing Pvt. Ltd (NCLT Delhi)
The National Company Law Tribunal, New Delhi sanctioned the Scheme of Amalgamation between Fybros Moddular Private Limited, the Transferor Company, and Balar Marketing Pvt. Ltd., the Transferee Company, under Sections 230-232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Transferor Company, incorporated on 18.03.2015, is engaged in manufacturing, buying, selling, exporting, importing and dealing in electrical accessories, switches and electronic components, while the Transferee Company, incorporated on 20.10.1992, is engaged in manufacturing, purchasing, selling and trading goods and merchandise. The proposed Appointed Date was 01.04.2023.
The companies stated that the amalgamation would facilitate efficient and economical management, cost savings, pooling and rationalisation of resources, an optimal capital structure, operational efficiencies and enhanced business and financial prospects. The Tribunal had earlier, by order dated 17.12.2024, dispensed with meetings of the equity shareholders, secured creditors and unsecured creditors. By order dated 01.09.2025, notices were directed to the Regional Director, Registrar of Companies, Official Liquidator and Income Tax Department, along with publication in English and Hindi editions of Business Standard. The petitioners filed an affidavit of service on 23.09.2025.
The Regional Director raised observations concerning audit-report disclosures, cost-auditor requirements, pending statutory dues, pending litigation, satisfaction of a charge and payment of fees on revised authorised share capital. The petitioners furnished responses. The Transferee Company stated that the Rs. 300 lakh charge in favour of Bajaj Finance Limited had subsequently been satisfied through filing of Form CHG-4 on 24.09.2024. The Regional Director subsequently stated on 23.02.2026 that there were no further observations or representations. The Official Liquidator reported that no complaint had been received. Despite opportunities, the Income Tax Department did not submit any report or representation, and the Tribunal deemed it to have no comments or objections.
