NCLT Ahmedabad Allows Inkia Inks–True Colors Amalgamation Application

In re Inkia Inks Private Limited (NCLT Ahmedabad)

Summary: The National Company Law Tribunal, Ahmedabad, considered CA(CAA)30/(AHM)/2026 filed jointly by Inkia Inks Private Limited, as Transferor Company, and True Colors Limited, as Transferee Company, under Sections 230 to 232 of the Companies Act, 2013 read with Rule 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, for the proposed Scheme of Amalgamation. The appointed date was 01.04.2026, and the application was filed on 15.07.2026 after the Boards had approved the Scheme on 01.12.2025. The Tribunal recorded the share capital, shareholder and creditor positions of both companies, including the consent affidavits furnished by the equity shareholders and secured creditor of Inkia Inks Private Limited and by the secured creditor of True Colors Limited. The applicants stated that the amalgamation would strengthen the transferee company’s ink business through backward integration, provide assured offtake and better utilisation of manufacturing capacity, improve market competitiveness, simplify the shareholding structure and generate economies of scale and operational synergies. The Tribunal also recorded certificates from Chartered Accountants concerning the creditor and shareholder lists and the statutory auditors’ submission that the Scheme’s accounting treatment complied with Section 133 of the Companies Act, 2013. As True Colors Limited was a listed public company, the Tribunal noted the submission concerning the SEBI Master Circular dated 20.06.2023 and Regulation 37(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as well as the BSE no-objection letter dated 14.05.2026. Taking the application and documents into consideration, the Tribunal allowed the Company Application. For Inkia Inks Private Limited, meetings of equity shareholders, secured creditors and unsecured creditors were dispensed with. In relation to True Colors Limited, the order directed meetings of equity shareholders and unsecured creditors, while dispensing with the meeting of secured creditors, with meetings to be convened within 45 days from the order. The Tribunal prescribed requirements concerning advertisements, notices, the Explanatory Statement, chairperson and scrutinizer, quorum, voting, reporting in Form CAA-4, regulatory notices in Form CAA-3, representations by authorities, fees, compliance with the Companies Act and Rules, and submission of an IBBI-registered valuer’s valuation report at the second-motion stage. The Company Application was ultimately disposed of accordingly.