Palco Recycle Industries Limited Vs Palco Metals Limited (NCLT Ahmedabad)
The National Company Law Tribunal (NCLT), Ahmedabad, considered a joint application filed under Sections 230 to 232 of the Companies Act, 2013 by the transferor company and the transferee company seeking approval of a proposed Scheme of Arrangement and Amalgamation with an appointed date of 1 April 2025. Both companies had their registered offices within the jurisdiction of the Registrar of Companies, Ahmedabad, Gujarat. The boards of both companies approved the scheme through resolutions passed in June 2025.
The transferor company sought dispensation of the meeting of its equity shareholders while requesting directions to convene meetings of its secured and unsecured creditors. It had seven equity shareholders, all of whom submitted written consent affidavits approving the scheme and waiving their right to attend a meeting. The company had no preference shareholders. Based on the chartered accountant’s certificate, it had secured and unsecured creditors as of 31 May 2025.
The transferee company initially pursued approval under Section 233 of the Companies Act by filing Form RD-1 before the Regional Director. Although the scheme received unanimous approval from members present and voting at an extraordinary general meeting held on 30 April 2025, only shareholders holding 75.33% of the equity share capital attended, which did not satisfy the statutory requirement of approval by members holding at least 90% of the total shares under Section 233(1)(b). The applicants submitted that the resolution nevertheless satisfied the approval requirement under Section 230(6), as it was unanimously approved by members present and voting. A certified copy of the meeting minutes was later placed on record pursuant to the Tribunal’s earlier direction. The transferee company had no preference shareholders, no secured creditors, and 13 unsecured creditors. It sought dispensation of its equity shareholders’ meeting on the basis of the earlier approval and requested directions for convening the unsecured creditors’ meeting.
