Case Law Details
Pulit Trading LLP Vs Nyzel Trading LLP (NCLT Mumbai)
The National Company Law Tribunal (NCLT), Mumbai Bench, allowed and approved the Scheme of Arrangement involving Pulit Trading LLP, Nyzel Trading LLP, and Raojee Landmarks LLP under Sections 60 to 62 and other applicable provisions of the Limited Liability Partnership Act, 2008, read with the relevant LLP Rules. The petition was filed pursuant to the first motion order dated June 12, 2025, passed in CA(CAA) No. 138/MB/2025.
Pulit Trading LLP and Nyzel Trading LLP were the transferor LLPs, while Raojee Landmarks LLP was the transferee LLP. Pulit Trading LLP and Nyzel Trading LLP had originally been incorporated as private limited companies in 1996 and were subsequently converted into LLPs on February 10, 2024. Raojee Landmarks LLP had been incorporated as an LLP on June 23, 2022. The Scheme had been approved by the respective governing bodies of the Applicant LLPs in April 2025, with April 1, 2025 fixed as the appointed date.
The Applicant LLPs submitted that the amalgamation was proposed to simplify the corporate structure and achieve cost and operational efficiencies. According to the Scheme, the amalgamation would provide greater integration, enhanced financial strength and flexibility for the transferee LLP, improved cash management, better deployment of resources for growth opportunities, and strengthened organizational capacity through pooling of human resources and expertise. The Scheme also aimed to reduce duplication, rationalize compliance and administrative expenses, standardize business processes, and enable the combined entity to derive synergy benefits.
Regarding consideration under the Scheme, it was stated that the entire contribution in each transferor LLP was already held by the transferee LLP. Consequently, upon the merger becoming effective, the contribution of partners in the transferor LLPs would stand cancelled in entirety, and no consideration would be payable pursuant to the amalgamation. The total obligation of contribution of Raojee Landmarks LLP after the Scheme would amount to ₹3 lakh, comprising contributions of ₹1.5 lakh each by Mrs. Charusheela Suresh Tingre and Mr. Suresh Sakharam Tingre.
The Applicant LLPs placed on record copies of their master data, LLP agreements, financial statements ending March 31, 2024, the Regional Director’s report dated January 8, 2026, the Official Liquidator’s report dated April 9, 2026, and a copy of the proposed Scheme. It was also submitted that all partners of the Applicant LLPs had approved the Scheme through resolutions passed at meetings conducted on April 1, 2025.
The Regional Director, Western Region, Mumbai, filed a report to which the Applicant LLPs responded by undertaking to comply with General Circular No. 09/2019 dated August 21, 2019, directions issued by the Income Tax Department and GST authorities, if any, and the requirements of Section 67 of the LLP Act, 2008, read with the LLP (Significant Beneficial Owners) Rules, 2023.
The Official Liquidator, in the report dated April 9, 2026, stated that the affairs of the LLPs had not been conducted in a manner prejudicial to public interest or the interests of creditors.
Upon considering the submissions and reports, the Tribunal observed that the Scheme appeared fair and reasonable, was not contrary to any provision of law, and was not opposed to public policy. It also noted that no objections had been received from any authority, creditor, partner, or stakeholder. Since all statutory requirements had been fulfilled, the Tribunal made the petition absolute and approved the Scheme.
At the same time, the Tribunal clarified that the Income Tax Department would remain at liberty to examine whether any tax liability arose as a result of the Scheme and to take action under the Income-tax Act if the Scheme was ultimately found to result in tax avoidance.
The Tribunal further directed that all concerned regulatory authorities act upon the certified copy of the order and the approved Scheme. It also provided that creditors of the undertaking being demerged would retain the right to make claims against both the resulting LLP and the demerged LLP in respect of debts existing up to the date of demerger. Where the resulting LLP discharged such liabilities, it would be entitled to seek reimbursement from the demerged LLP.
Accordingly, the petition was allowed and disposed of.
FULL TEXT OF THE NCLT JUDGMENT/ORDER
1. The present Scheme Petition has been filed in the matter of the Scheme of Arrangement between Pulit Trading LLP (“First Applicant LLP/ Transferor LLP 1”), Nyzel Trading LLP (“Second Applicant LLP /Transferor LLP 2”), with Raojee Landmarks LLP (“Transferee LLP”) (“collectively to be referred to as the Applicant LLPs”) and their respective Partners. (‘Scheme’) under Sections 60 to 62 and other applicable provisions of the Limited Liability Partnership Act, 2008 read with the LLP Rules. The Applicant LLPs pray for the following reliefs:
2. The present Petition has been filed by the Petitioner LLPs pursuant to passing of the first motion order in CA(CAA)138/MB/2025 dated 12.06.2025.
3. It is submitted by the Ld. Counsel for the Applicant LLPs that the details of the LLPs are as under:
a. The First Applicant LLP i.e. M/s Pulit Trading LLP was originally incorporated as a private limited Company under the name and style of ‘PULIT TRADING PRIVATE LIMITED‘ in the State of Maharashtra on 05.08.1996 vide CIN: U52330MH1996PTC101608. The status of the Transferor LLP was changed to ‘PULIT TRADING LLP’ on 10.02.2024 vide Limited Liability Partnership Identity Number ACF-4516. The Registered Office of the Applicant LLP is situated at Flat No, B-1002, Bhoomi Tower CHS LTD, Nehru Road, NR Jain Mandir, Santa Cruz(E), Mumbai, Maharashtra-400055, India.
b. The Second Applicant LLP i.e. M/s. NYZEL TRADING LLP was originally incorporated as a private limited Company under the name and style of ‘NYZEL TRADING PRIVATE LIMITED’ in the State of Maharashtra on 30.07.1996 vide CIN:U51900MH19-96PTC101443. The status of the Transferor LLP was changed to ‘NYZEL TRADING LLP’ on 10.02.2024 vide Limited Liability Partnership Identity Number ACF-4519. The registered office is situated at the same address as the Applicant LLP.
c. The Transferee LLP i.e. RAOJEE LANDMARKS LLP, was incorporated as a Limited Liability Partnership on 23.06.2022 vide the Limited Liability Partnership Identity Number ABB-4877. The registered address of the transferee LLP is situated at SR No. 17/1a/2, NR-palladium Grand, Dhanori, Pune City, Pune (M. Corp), Maharashtra-411015, India.
4. The Board of Directors of the respective Applicant LLP vide their resolution dated 04.2025 have approved the Scheme and the Appointed Date for scheme is 01.04.2025.
5. Rationale of the Scheme:
In order to simplify the corporate structure and to achieve inter alia cost and operational efficiencies, the amalgamation is being undertaken. The amalgamation of the Transferor LLPs will result into the alia cost and operational efficiencies. The amalgamation of the Transferor LLPs into the Transferee LLP will explicitly result in the following benefits:
a. Greater integration and greater financial strength and flexibility for the Transferee LLP, which would result in maximizing the overall partners value, and will improve the competitive position of the combined entity.;
b. Greater efficiency in cash management of the Transferee LLP, and unfettered access to cash flow which can be deployed more efficiently to fund organic and inorganic; growth opportunities;
c. Improved organizational capacity and leadership, arising from pooling of human capital who have the diverse skills, talent and vast experience to compete successfully in a competitive industry;
d. Cost savings expected to flow from more focused c) Improved organizational capacity and leadership, arising from pooling of human capital who have the diverse skills, talent and vast experience to compete successfully in a competitive industry; d) Cost savings expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, and elimination of duplication and Rationalisation of compliance costs and administrative expenses.
e. To avail the synergy benefits of the bigger entity in place to manage it in a more efficient manner.
6. It is submitted that the consideration for the proposed scheme shall be as follows:
6.1. The contribution of each of the Transferor LLPs is entirely held by Transferee LLP. Upon merger of the Transferor LLPs into the Transferee LLP, the contribution of the partners in each such Transferor LLPs shall stand cancelled in its entirety and accordingly, no consideration, shall be payable pursuant to the merger of the Transferor LLPs into the Transferee LLP.
6.2. The Total obligation of Contribution of the Raojee Landmarks LLP will be the combined Total Obligation of Contribution of the Raojee Landmarks LLP and of Pulit Trading LLP and Nyzel Trading LLP, i.e. Rs. 3,00,000/-. Upon the coming into effect of the Scheme, the total obligation of contribution of The Transferee LLP shall be as under:
| Sr. No. | Contributors | Contribution |
| 1. | Mrs Charusheela Suresh Tingre | 1,50,000/- |
| 2. | Mr Suresh Sakharam Tingre | 1,50,000/- |
| Total Contribution | 3,00,000/- |
7. The Applicant companies have furnished the following documents:
a. Copy of Master Data, LLP Agreement and the financial statements ending 31.03.2024, of the Applicant LLPs.
b. RD Report dated 08.01.2026 of the Regional Director of Western Region, Ministry of Corporate Affairs.
c. Official Liquidator Report dated 09.04.2026.
d. Copy of the Scheme of Arrangement.
8. The Applicant LLPs further submit that all the partners of the Applicant LLPs have given their consent approving the proposed scheme of amalgamation in a meeting conducted on 01.04.2025 at 11:00 AM at the registered office of the LLPs. The copy of resolution is annexed at Annexed 12A, 12B, 12C.
9. The Regional Director, Western Region, Mumbai has filed its report dated 08.01.2026 and the Applicant LLPs have undertaken, vide the reply filed to the Report of Regional Director (RD) :
a. To comply with General Circular No. 09/2019 dated 21.08.2019 issued by the Ministry of Corporate Affairs, as submitted by the Regional Director in its Report.
b. To comply with directions issued by the Income Tax Department & GST authorities, if any.
c. To comply with provisions of Section 67 of the LLP Act, 2008 read with the LLP (Significant Beneficial Owners) Rules, 2023.
10. The Official Liquidator has filed its report on 09.04.2026 and has stated that the affairs of the LLPs collectively have not been conducted in a manner prejudicial to the public interest or the interest of the creditors.
11. We have perused the submissions made by the Applicant LLPs and the report submitted by the RD. The Applicant LLPs will comply with all the undertakings given by them in their reply filed to the RD.
12. From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy considering that no objection has so far been received from any other authority or creditors or members or any other stakeholders.
13. Since all the requisite statutory compliances have been fulfilled, this Petition bearing P. (CAA) NO. 236 of 2025 is made absolute.
14. 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 Income Tax Act, it shall be open to the Income tax authorities to take necessary action as possible under the Income Tax Law.
15. All regulatory authorities concerned to act on a copy of this Order along with Scheme duly certified by the Deputy Registrar or Assistant Registrar, National Company Law Tribunal, Mumbai.
16. The creditors of undertaking, being demerged, shall be entitled to make claim against the resulting LLP as well as demerged LLP in relation to their debt up to the date of demerger. In case the resulting LLP is made to pay the debt of such undertaking, it shall be entitled to seek reimbursement of the amount so paid from the Demerged LLP.
17. The present petition i.e., C.P. (CAA) NO. 236 of 2025 in C.A. (CAA) NO. 138 of 2025 is allowed and disposed of, accordingly.
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