Lincon Polymers Private Limited Vs XX (NCLAT Delhi)
NCLAT Delhi held that under the scheme of demerger, the companies are closely held family concerns, the valuation and share swap ratio is worked out by expert IBBI registered valuer and shareholders have given their unequivocal consent hence dismissal of demerger scheme not justified.
Facts- Lincon Polymers Private Limited had manufacturing facilities, one at Khatraj and one at Borisana. The Khatraj manufacturing facility was catering to domestic market whereas the Borisana facility was catering to export market. It was proposed to transfer the manufacturing facility catering to the domestic market at Khatraj (Demerged Undertaking) from Lincon Polymers Pvt. Ltd. and to merge it with Lincon Polyplast Pvt. Ltd. (Resulting Company). However, NCLT vide order dated 02.05.2025 dismissed the demerger application. Being aggrieved, the present appeal is filed.
Conclusion- Held that the appellant companies are closely held family concerns, the valuation and share swap ratio is worked out by expert IBBI registered Valuers, the shareholders of both the companies have given their unequivocal consent to the Scheme, we hold that Ld. NCLT has erred in dismissing the application for first motion seeking demerger of one unit of Appellant No. 1 company and its merger in the resulting company, Appellant No. 2. The impugned order is set aside with the directions to the Ld. NCLT to issue consequential order regarding convening/dispensation of meetings within three days of receipt of this order. With these directions, the present appeal is allowed.
