AmberPR Technoplast India Private Limited Vs Amber Enterprises India Limited (NCLT Chandigarh)
The joint first motion application was filed under Sections 230 to 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016, seeking approval for the amalgamation of AmberPR Technoplast India Private Limited, the transferor company, with Amber Enterprises India Limited, the transferee company. The applicant companies also sought dispensation of the requirement to convene meetings of their equity shareholders, secured creditors and unsecured creditors.
The transferor company, incorporated on 19.07.2013, was engaged in the manufacture and trading of cross flow fans. It had two equity shareholders, no secured creditors and twelve unsecured creditors as on 30.09.2025. The transferee company, a listed public company incorporated on 02.04.1990, was engaged in manufacturing air conditioners and components for consumer durables, automobiles and other industries. As on 30.09.2025, it had 1,15,647 equity shareholders, fourteen secured creditors and 5,557 unsecured creditors.
The scheme contemplated the amalgamation of the wholly owned subsidiary with its holding company. Since the transferor company was a wholly owned subsidiary of the transferee company, all shares held by the transferee company in the transferor company were to stand cancelled and extinguished upon the scheme becoming effective. No new shares were to be issued by the transferee company as consideration, and no reorganisation of the paid-up capital structure of the transferee company was proposed.
