NCLT Allows Amalgamation Process as Stakeholder Consents Supported Meeting Dispensation

In re AMNS Ports Shared Services Private Limited (NCLT Ahmedabad)

The National Company Law Tribunal (NCLT), Ahmedabad Bench, allowed a joint company application filed by AMNS Ports Shared Services Private Limited (Applicant Company No. 1), AMNS Ports India Limited (Applicant Company No. 2), and AMNS Ports Hazira Limited (Applicant Company No. 3) in connection with a proposed Scheme of Arrangement involving amalgamation. The appointed date under the Scheme was stated to be 1 August 2025.

The Tribunal noted that the registered offices of all three applicant companies were situated within the territorial jurisdiction of the Registrar of Companies, Surat, Gujarat, and consequently fell within the jurisdiction of the Ahmedabad Bench. The Boards of Directors of the applicant companies had approved the Scheme through resolutions passed on 16 October 2025.

The application sought directions regarding the convening or dispensation of meetings of shareholders and creditors. In the case of Applicant Company No. 1, the Tribunal recorded that all two equity shareholders, the sole preference shareholder, and both unsecured creditors had furnished consent affidavits approving the Scheme and waiving their right to attend meetings. Since the company had no secured creditors, the Tribunal dispensed with meetings of equity shareholders, preference shareholders, and unsecured creditors.