Allahabad NCLT Approves First Motion For Roto Energy Systems-Roto Pumps Merger, Dispenses With Meetings

The Allahabad Bench of the National Company Law Tribunal (NCLT) on 15 September approved the First Motion application for the merger of Roto Energy Systems Ltd. with its parent company, Roto Pumps Ltd., under the Companies Act, 2013.

A Bench comprising Judicial Member Praveen Gupta and Technical Member Ashish Verma dispensed with the meetings of shareholders and creditors of both companies, noting the consents and submissions placed on record. It permitted the companies to proceed with the Second Motion for confirmation of the scheme of amalgamation.

Roto Energy Systems is a wholly owned subsidiary of listed company Roto Pumps. The Boards of both companies approved the scheme on 10 February 2026, with 1 April 2026 as the appointed date.

The scheme proposes consolidation of operations, elimination of duplication and better utilisation of resources. According to the applicants, the merger would also provide the combined entity with direct access to market information, enable better utilisation of assets and improve efficiency in the overall business.

The applicants sought dispensation of meetings of the equity shareholders, secured creditors and unsecured creditors of both companies, relying on the consents obtained and the financial position of the transferee company.

They submitted that the statutory auditors had certified compliance with the applicable accounting standards under Section 133 of the Companies Act. The applicants also submitted that the scheme did not involve any corporate debt restructuring.

Further, the companies submitted that prior approval from SEBI was not required as the scheme involved amalgamation of a wholly owned subsidiary with its parent company. It was also submitted that there were no pending proceedings against the transferor company.

The transferor company placed on record affidavits recording the consent of 100% of its equity shareholders and secured creditors and over 90% of its unsecured creditors. The applicants also relied on decisions of the NCLAT and various NCLT Benches to contend that separate consents of shareholders and creditors of the transferee company were not required in a merger of a wholly owned subsidiary with its parent.

For the Second Motion petition, the Tribunal directed the applicants to serve notices on the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department and stock exchanges. It also directed appropriate publication of the notices in newspapers.

Accordingly, the NCLT dispensed with the meetings of the equity shareholders, secured creditors and unsecured creditors of both companies, taking note of the consents furnished by the transferor company and the averments made by the transferee company.