The Ahmedabad bench of the National Company Law Tribunal has sanctioned the amalgamation of Kunal Plastics Private Limited with Ecoplast Limited, holding that the proposed merger satisfied the requirements of the Companies Act and was bona fide and in the interest of shareholders and creditors.
The order was passed on May 14 by Judicial Member Chitra Hankare and Technical Member Dr Velamur G Venkata Chalapathy.
The companies had sought approval for the merger with an appointed date of April 1, 2025. Both boards approved the scheme on December 14, 2024.
At an earlier stage, the tribunal dispensed with meetings of equity shareholders of Kunal Plastics after receiving consent affidavits from all shareholders. It, however, directed Ecoplast's equity shareholders and unsecured creditors of both companies to vote on the proposal. Those meetings were held in November 2025, where the required majority approved the scheme.
Public notices were published in Indian Express and the Gujarati edition of Financial Express. Notices were also served on the Regional Director, Registrar of Companies, Official Liquidator, Income Tax authorities and other applicable regulators.
The Regional Director raised several compliance issues, including payment of differential statutory fees, adherence to SEBI requirements applicable to listed companies, compliance with FEMA and RBI norms because of foreign shareholding in Kunal Plastics, and clarification on the accounting treatment of assets, liabilities, reserves and goodwill.
In response, the companies told the tribunal that Ecoplast had complied with BSE's June 2025 observation letter issued under SEBI's master circular framework. They also undertook compliance with FEMA requirements and said the amalgamation would be accounted for under Ind-AS 103 using the pooling of interest method. The companies further said there were no insolvency or winding-up proceedings pending against either entity.
The Registrar of Companies reported that neither company was registered as a non-banking financial company, that no show cause notices, inspections, investigations, court cases or complaints were pending, and that balance sheets had been filed up to March 31, 2025. It also required preservation of books and records in accordance with law.
The Official Liquidator reported no adverse findings against Kunal Plastics, noting that it had filed annual audit accounts up to March 31, 2025, had not accepted deposits, and complied with applicable accounting standards.
The Income Tax Department told the tribunal there was no outstanding tax demand against either company, while reserving its right to proceed under tax law in the event of non-compliance.
After considering the reports and hearing counsel, the tribunal approved the merger and declared the scheme binding on the companies, their shareholders, and creditors.
The bench clarified that its approval does not exempt the companies from payment of stamp duty, GST, income tax or any other statutory dues. It also preserved the Income Tax Department's right to examine whether the scheme results in tax avoidance and to take action in accordance with law.
The tribunal further directed Ecoplast to complete the assessment and payment of dues of Kunal Plastics relating to the period before the scheme within one year and to make an appropriate declaration on outstanding dues in its next financial balance sheet. Kunal Plastics will stand dissolved without winding up once the order is complied with
For Petitioners: Advocates Harsh Ruparelza