In re Foam Mattings (India) Limited (NCLT Kochi)
The National Company Law Tribunal (NCLT), Kochi Bench, allowed a joint company application filed under Sections 230 to 233 of the Companies Act, 2013 in relation to a proposed Composite Scheme of Arrangement for the amalgamation of Foam Mattings (India) Limited (Transferor Company) with The Kerala State Coir Corporation Limited (Transferee Company). Both companies are Government companies wholly owned by the Government of Kerala. The Boards of Directors of the Transferor and Transferee Companies approved the Scheme on 25 July 2025 and 30 July 2025, respectively, with 1 April 2025 as the Appointed Date. The Scheme envisages transfer of the Transferor Company’s undertaking to the Transferee Company on a going concern basis.
The applicant companies submitted that the merger would result in a higher capital base, pooled resources, operational synergies, economies of scale, cost savings, streamlined management, improved financial strength, greater efficiency, enhanced competitiveness, and further expansion of the business through the Transferee Company. They also placed on record the valuation report, auditor’s certificates confirming compliance with Section 133 of the Companies Act, 2013 and applicable accounting standards, and financial statements. The Tribunal noted that the Scheme adequately provided for continuation of all pending legal proceedings by or against the Transferor Company in the name of the Transferee Company after the Scheme became effective.
