Avinya Batteries Limited Vs PPAP Automotive Limited (NCLT New Delhi)
Summary: The NCLT New Delhi considered a joint application filed by Avinya Batteries Limited, the Transferor Company, and PPAP Automotive Limited, the Transferee Company, under Sections 230-232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, concerning a Scheme of Amalgamation of Applicant Company No. 1 into Applicant Company No. 2. Avinya Batteries Limited was incorporated on 01.01.2015 as an unlisted public limited company and is engaged in manufacturing Li-Ion based battery pack solutions for the 2-wheeler and 3-wheeler industry, energy storage systems and industrial power 10 solutions. PPAP Automotive Limited was incorporated as a listed public limited company under the Companies Act, 1956 vide Certificate of Incorporation dated 18.10.1995 and is engaged in manufacturing sealing systems and interior and exterior injection moulded products for automotive industries. The Applicant Companies had approved the proposed Scheme through meetings of their Boards of Directors held on 05.05.2026 and 11.05.2026 respectively. The Applicant Companies submitted that the Scheme was not prejudicial to the interests of their shareholders and creditors and was beneficial to them. The appointed date under the Scheme was 01.04.2026. The Transferor Company had 7 equity shareholders, all of whom, representing 100% voting share, had given consent affidavits. It had 4 secured creditors and 66 unsecured creditors, none of whom had given consent. The Transferee Company had 15,675 equity shareholders, 9 secured creditors and 653 unsecured creditors, with none of these classes having furnished consent affidavits. Accordingly, the Tribunal dispensed with the meeting of the Transferor Company’s 7 equity shareholders but directed meetings of its 4 secured creditors and 66 unsecured creditors. It also directed meetings of the Transferee Company’s 15,675 equity shareholders, 9 secured creditors and 653 unsecured creditors. The Tribunal prescribed notice, publication, website disclosure, regulatory service, voting, quorum, affidavit and reporting requirements under the Companies Act, 2013 and the applicable Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Mr. Sanjiv Dutt, IRS(R), Ex-Member National Company Law Tribunal, was appointed Chairperson and Adv. Himanshu Kaushik was appointed Scrutinizer. Their fees were fixed at Rs. 1,50,000/- and Rs.50,000/- respectively, besides incidental expenses. The Tribunal directed that voting by an authorised representative of a body corporate would be permitted subject to the specified authorisation requirement, and that the quorum would be as prescribed under Section 103(1) of the Companies Act, 2013. The Chairperson was directed to file an affidavit at least 7 days before the meetings confirming compliance with notice and advertisement directions and to report the meeting results within 7 days of their conclusion. Notices were also directed to be served upon the Regional Director, Ministry of Corporate Affairs, Registrar of Companies, Official Liquidator, Principal Chief Commissioner of Income Tax, jurisdictional Assessing Officer and other sectoral regulators as required. The Petition was ultimately allowed on the aforesaid terms and disposed of.
