Elegare Beauty Private Limited Vs IDAM Natural Wellness Private Limited (NCLT Mumbai)
The National Company Law Tribunal (NCLT), Mumbai Bench, sanctioned the Scheme of Amalgamation of Elegare Beauty Private Limited (Transferor Company) with IDAM Natural Wellness Private Limited (Transferee Company) under Sections 230 to 232 of the Companies Act, 2013. The companies stated that combining their skincare, personal care and wellness businesses would improve operational efficiency, optimise capital and resources, reduce administrative and compliance costs and protect the interests of shareholders, creditors and employees. The Scheme specifies 1 January 2024 as its appointed date. The Regional Director raised observations concerning authorised share capital fees, accounting treatment, statutory notices, tax compliance, the appointed date and the protection of creditors and employees. The applicant companies furnished explanations and undertakings, which were accepted.
The Tribunal recorded that no objection opposing the Scheme had been received and that the observations of the Regional Director, Registrar of Companies and Official Liquidator had been adequately addressed. It found the Scheme fair, reasonable, lawful and not contrary to public policy. However, the NCLT expressly preserved the Income Tax Department’s authority to examine any tax payable or possible tax avoidance resulting from the amalgamation and take action under the Income-tax Act, 1961. The companies were directed to file the certified order and Scheme with the Registrar of Companies in Form INC-28 within 30 days of receiving the order, and to submit the documents to the Superintendent of Stamps within 60 working days for stamp duty adjudication. Accordingly, Company Petition C.P.(CAA)12/MB/2025 was allowed and disposed of.
The Mumbai Bench of the National Company Law Tribunal sanctioned the Scheme of Amalgamation of Elegare Beauty Private Limited (transferor) with IDAM Natural Wellness Private Limited (transferee) under Sections 230 to 232 of the Companies Act, 2013. The companies explained that consolidation would improve operational efficiencies, resource utilisation and administrative costs. The Scheme specifies 1 January 2024 as its appointed date. The Regional Director raised observations concerning authorised share capital fees, Accounting Standards regulatory notices, the appointed date, tax compliance and protection of creditors and employees. The applicant companies provided clarifications and undertakings, which the Regional Director accepted. The Tribunal found the Scheme fair, reasonable, lawful and not contrary to public policy.
The Tribunal expressly preserved the Income Tax Department’s power to examine tax payable or possible tax avoidance arising from the Scheme. It directed filing of the certified order and Scheme with the Registrar of Companies in Form INC-28 within 30 days of receipt, and submission to the Superintendent of Stamps within 60 working days. The company petition was allowed and disposed of.
FULL TEXT OF THE NCLT JUDGMENT/ORDER
1. Sanction of this Tribunal is sought under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (Act) to the Scheme of Amalgamation of Elegare Beauty Private Limited (Transferor Company) with IDAM Natural Wellness Private Limited (Transferee Company) and their respective Shareholders.
2. Heard the Learned Counsel for the Applicant Companies. No objection has been received by the Tribunal opposing the Company Scheme Application or has any party controverted any averments made in the Company Scheme Application.
3. The registered office of the First Applicant Company and the Second Applicant Company is situated in the State of Maharashtra and hence the subject matter of the Application is within the jurisdiction of the National Company Law Tribunal, Mumbai Bench.
4. It is observed that the Board of Directors of the Applicant Companies have approved the Scheme in their Board Meetings held on 12.07.2024 and 16.07.2024, respectively. The relevant Board Resolutions are annexed to the Company Scheme Application.
5. The Learned Counsel for the Applicant Companies submits that the First Applicant Company is engaged in the business of skin-care and body-care products. The Second Applicant Company is engaged in the business of various toiletry, perfumery, skin care, and wellness products.
6. The rationale for the Scheme is as under: “I. By consolidating the business of the Transferor Company, the Transferee Company can expand its current service territory, strengthen its existing market share, and provide different solutions / products to same category of market. The Scheme will inter alia result in the following benefits: (i) Combination of resources, creating better synergies and deriving operating efficiencies; (ii) More efficient utilization of capital for enhanced development and growth of the consolidated business under a single entity; and (iii) Enable opportunities for employees of the Parties to grow, by bringing them into a common pool; and (iv) Elimination of multiple entities, legal and regulatory compliances and, reduction of administrative costs. II. The Scheme is in the best interests of the shareholders, employees and the creditors of each of the Parties.”
7. The Application is filed in consonance with Sections 230 to 232 of the Act, and the order passed on 05.06.2024 and 01.05.2025 in the C.A.(CAA)/52/(MB– IV)/2024and in Comp. Appl. 64/MB/2025 by this Tribunal.
8. It is submitted that the Applicant Companies have complied with all the requirements as per the directions of this Tribunal. Moreover, the Applicant Companies undertake to comply with all statutory requirements, if any, as required under the Act, and the rules & and regulations made thereunder. The said undertaking is taken on record.
9. The Regional Director, Western Region, on behalf of the Central Government has filed its Report dated 01.08.2025 and the Supplementary Report dated 05.08.2025, inter-alia, stating observations on the Scheme in Paragraphs 2 (a) to (j) of the Report. In response to the observation made by the Regional Director, the Applicant Companies have filed an affidavit in reply dated 06.08.2025 and have given necessary clarifications and undertakings as shown in the table below:
| Sr. No. |
Observations by Regional Director |
Reply of Applicant Companies |
|---|---|---|
| 2(a) | That on examination of the report of the Registrar of Companies, Mumbai dated 27.06.2025 for all Petitioner Companies falls within the jurisdiction of ROC, Mumbai (Copy enclosed as Annexure –
A1). It is submitted that no representation regarding the proposed scheme of Amalgamation has been The ROC, Mumbai has further submitted that in his report dated 27.06.2025 which are as under: That ROC Mumbai in his report dated 27.06.2025 has stated that No complaint, prosecutions With reference to Para 10 of the scheme, it is stated that such clause overrides the provisions of Interest of the creditors & Employees should be protected. The matter may be decided on its merits. |
The observation is factual in nature.
i. The observation is factual in ii. The Applicant Companies undertake to comply with provisions of Section 232(3)(i) of the Companies Act, 2013. Further, the Transferee iii. Pursuant to the Scheme, the creditors & employees of the Transferor Company will Transferee Company |
| 2(b) | Transferee Company should undertake to comply with the provisions of section 232(3)(i) of the Companies Act, 2013 through appropriate affirmation in respect of fees payable by Transferee · Company for increase of share capital on account of merger of transfer of companies. |
The Applicant Companies state that, in terms of Section 232(3)(i) of the Act, where the transferor company is
dissolved, the fee paid by the |
| 2(c) | In compliance of Accounting Standard-14 or IND AS-103, as may be applicable, the resultant company shall pass on such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards including AS-5 or IND AS-8 etc. |
The Transferee Company undertakes to pass such accounting entries in terms of Clause 9 of the Scheme, which are necessary in connection with the Scheme to comply with applicableAccounting Standards such as IND AS – 14 and other Accounting Standards, as may be applicable. |
| 2(a) | The Hon’ble Tribunal may kindly direct the Petitioner Companies to file an affidavit to the extent that the Scheme enclosed with the Company Application and Company Petition are one and same and there is no discrepancy, or no change is made. |
The Tribunal may kindly direct the Applicant Companies to file an affidavit to the extent that the Scheme enclosed with the Company Application and Company Petition are one and the same and there is no discrepancy, or no change is made. |
| 2(b) | The Petitioner Companies under provisions of section 230(5) of the Companies Act 2013 have to serve notices to concerned authorities which are likely to be affected by the Amalgamation or arrangement. Further, the approval of the scheme by the Hon’ble Tribunal may not deter such authorities from dealing with any of the issues arisingafter giving effect to the scheme. The decision of such authorities shall be binding on the petitioner companies concerned. |
The Applicant Companies states that notices have been issued to the concerned authorities under Section 230(5) of the Act through hand delivery, speed post and email. The Affidavit of Service dated May 16, 2025, evidencing service of notices upon concerned authorities has been filed before this Tribunal in that regard. The Applicant Companies confirm that the sanction of the Scheme will not prevent the authorities from making any decisions, as per law and any such decision of such authorities if taken, will be dealt with as per law. |
| 2(f) | As per Definition of the Scheme, “Appointed Date” means the opening business hours of January 01, 2024 or such other date as may be decided by the Board of the Parties;“Appropriate Authority” means: the government of any jurisdiction (including any “Effective Date” means the date on which the last of the conditions specified in Clause 18 (Conditions Precedent to the Scheme) are complied with. Reference in this Scheme to the date of “coming into effect of this Scheme” or “effectiveness of this Scheme” or “effect of this Scheme” or “upon the Scheme becoming effective” shall mean the Effective Date; It is submitted that the Petitioners may be asked to comply with the requirements with regard to the Appointment Date as clarified vide circular no. F. No. 7/12/2019/CL-I dated 21.08.2019 issued by the Ministry of Corporate Affairs |
The Applicant Companies state that, the Appointed Date as defined in the Scheme means 01.01.2024 or such other date as may be decided by the Board of the Parties.
The Effective Date as defined in the Scheme means the date on which the last of the conditions specified in Clause 18 (Conditions Precedent to the Scheme) are complied with. Further, Circular No. F.No.7/12/2019/CL-I dated 21st August 2019 issued by Ministry of Corporate Affairs (MCA Circular) states that, in terms ofSection 232(6) of the Act, the Scheme shall be deemed to be effective from the ‘appointed date’ and not a date subsequent to the ‘appointed date’. Further, the MCA Circular permits the Petitioner Companies to decide and agree upon an ‘appointed date’ from which the Scheme shall come into force and permits the Applicant Companies to choose and state an ‘appointed date’ in the Scheme. This appointed date may be a specific calendar date or may be tied to the occurrence of an event. The Petitioner Companies have agreed to choose January 1, 2024, as theAppointed Date for the Scheme. Therefore, the Applicant Companies humbly submit that, the Scheme is in compliance with the requirements specified inSection 232(6) of the Act and the MCA Circular. |
| 2(g) | Petitioner Companies shall undertake to comply with the directions of the concerned sectoral Regulatory, if so required |
The Applicant Companies undertake to comply with the directions of the concerned sectoral regulatory authority, if any, in accordance with applicable law. |
| 2(a) | Petitioner Companies shall undertake to comply with the directions of Income Tax Department, if any. |
The Applicant Companies undertake to comply with the directions of the Income Tax Department, if any, in accordance with applicable law. |
| 2(a) | The Petitioner Company states that the Transferee Company shall be in compliance with the provisions of Section 2(1B) of the Income Tax Act, 1961. In this regard the petitioner company shall ensure compliance of all the provisions of Income Tax Act and Rules thereunder | The Applicant Companies submit that the Scheme is in compliance with the provisions of Section 2(1B) of the Incometax Act, 1961 and the Transferee Company undertakes to comply with the provisions of Section 2(1B) and other applicable provisions of the Income–tax Act, 1961 and the rules framed thereunder. |
| 2(b) | Petitioner Companies may satisfy the Hon’ble NCLT that the interest of Creditors &Employees shall be protected on implementation of the scheme. | The creditors & employees of the Transferor Company will become
creditors & employees of the Transferee Company. The |
10. The Authorised Representative for RD, Western Region, Mumbai submitted that the above explanations and clarifications given by the Applicant companies in reply are satisfactory and that they have no further objection to the Scheme.
11. We observe that no adverse comments have been made regarding the state of affairs of the Applicant Companies. Accordingly, the reply filed by the Applicant Companies to the aforementioned report is taken on record. We conclude that the objections/observations to the Scheme raised by the RD, ROC, and OL have been adequately replied.
12. The Income Tax Department will be at liberty to examine the aspect of any tax payable as a result of this scheme and in case it is found that the scheme ultimately results in tax avoidance under the provisions of the Income-tax Act, 1961, it shall be open to the income tax authorities to take necessary action as possible under the Income Tax Law.
13. From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy.
14. The Applicant Companies are directed to file a certified copy of this Order along with a copy of the Scheme of Arrangement with the concerned Registrar of Companies, electronically along with E-Form INC-28, in addition to physical copy within 30 days from the date of receipt of the Order from the Registry of this Tribunal.
15. The Applicant Companies are further directed to provide a copy of this Order, along with the Scheme duly certified by the Designated Registrar of this Tribunal, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, within a period of 60 working days from the date of receipt of the certified Order from the Registry of this Tribunal.
16. All concerned regulatory authorities to act on a copy of this Order along with the Scheme duly certified by the Designated Registrar of this Tribunal.
17. Any person interested shall be at liberty to apply to this Tribunal in the above matters for any directions that may be necessary.
18. The Appointed Date of the Scheme is 01.01.2024.
19. Accordingly, the above C.P.(CAA)12/MB/2025 is allowed and disposed of.
