In re Veranda XL Learning Solutions Private Limited (NCLT Chennai)
Summary: The National Company Law Tribunal, Division Bench-I, Chennai, considered three connected second-motion company petitions concerning a Composite Scheme of Arrangement among Veranda XL Learning Solutions Private Limited (“VXLS”), Veranda Learning Solutions Limited (“VLS”) and J.K. Shah Commerce Education Limited (“JSCEL”), under Sections 230-232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The order was pronounced on 20.08.2026.
The Scheme contemplated two principal steps. First, VXLS, a wholly owned subsidiary of VLS and engaged in the commerce education spectrum including JK Shah classes, was to be amalgamated with VLS. The Tribunal recorded that the First Appointed Date would be the Effective Date, defined by the Scheme as the date on which the certified copy of the sanction order is filed with the Registrar of Companies. VXLS’s entire undertaking would vest in VLS, its paid-up share capital would be cancelled without issuance of shares because it was wholly owned by VLS, and VLS would account for the amalgamation using the Pooling of Interest Method under Appendix C of Ind AS 103. The authorised share capital of VXLS was to be merged with that of VLS, and VXLS would stand dissolved without winding up.
