NCLT Ahmedabad Allows First Motion In Landmark Cars Scheme Of Amalgamation With Wholly Owned Subsidiary

The Ahmedabad bench of the National Company Law Tribunal (NCLT) has cleared the way for Landmark Cars (East) Private Limited to merge with its listed parent, Landmark Cars Limited, by dispensing with shareholder and creditor meetings for both companies.

The ₹1,500-crore-plus creditor base will now go through the next statutory stage, with the tribunal directing notices to the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department, SEBI, BSE and NSE

The order was passed by the bench of Judicial Member Chitra Hankare and Technical Member Dr V.G. Venkata Chalapathy 

Landmark Cars (East) Private Limited (Transferor Company) is a wholly owned subsidiary of Landmark Cars Limited (Transferee Company). Both companies filed a joint application seeking approval of their amalgamation scheme, with an appointed date of 1 April 2026.

The scheme aimed to consolidate the group structure, simplify shareholding tiers, and strengthen the financial and operational base of the Transferee Company.

The Board of Directors of both companies approved the scheme through resolutions passed on 25 May 2026 and 26 May 2026, respectively.

Landmark Cars East Pvt. Ltd. had 7 equity shareholders, with Landmark Cars Ltd. holding 100% of the shares through nominees, 1 secured creditor with outstanding debt of Rs 35.44 crore, and 67 unsecured creditors with outstanding debt of Rs 9.04 crore.

Landmark Cars Ltd is a listed public company with 37,961 equity shareholders, 3 secured creditors with outstanding debt of Rs 1,468.80 crore, and 484 unsecured creditors with outstanding debt of Rs 53.82 crore.

Both companies sought dispensation of meetings of shareholders and creditors, citing positive net worth and unanimous written consents.

The amalgamation was further presented as pooling of proprietary information, personnel, and managerial resources and reduction in statutory compliances, operational costs, and duplication of processes. It was also submitted to be beneficial to shareholders, employees, and creditors without adverse impact.

The statutory auditors certified compliance with accounting standards under Section 133 of the Companies Act. It was also submitted that there are no proceedings pending under Sections 210 to 227 of the Companies Act, 2013 and that the scheme does not contain any provision for restructuring its debts.

After considering the submissions, the Tribunal dispensed with the requirement of meetings of equity shareholders, secured creditors, and unsecured creditors of both Transferor and Transferee Companies.

Further directed issuance of notice along with scheme documents,to the Regional Director (North Western Region), Registrar of Companies, Official Liquidator, Income Tax Department, SEBI, and stock exchanges (BSE, NSE).

For Petitioner: Advocate Ravi Pahwa