NCLT Sanctions Futech Internet-Amalgamation With Anka India, Preserves Income Tax Department's Powers

The Chandigarh Bench of the National Company Law Tribunal (NCLT) on 30 September sanctioned the scheme of amalgamation of Futech Internet Private Limited with Anka India Limited under Sections 230–232 of the Companies Act, 2013.

A Bench comprising Judicial Member Khetrabasi Biswal and Technical Member Shishir Agarwal sanctioned the scheme after considering the reports and observations of the statutory authorities.

The Board of Directors of both companies approved the scheme on 3 September 2025, with 1 April 2025 as the appointed date. The New Delhi Bench of the NCLT allowed the First Motion Application concerning Futech Internet on 7 January 2026.

On 3 February 2026, the Chandigarh Bench allowed the First Motion Application concerning Anka India and directed it to convene a meeting of its unsecured creditors.

In the Second Motion proceedings, the Tribunal issued notices to the Regional Director (Northern Region), Registrar of Companies (RoC), Income Tax Department, Official Liquidator, Securities and Exchange Board of India (SEBI) and BSE on 20 February 2026.

The Regional Director and RoC, in their report dated 27 May 2026, raised observations concerning the qualified auditor's opinion, statutory dues, risk documentation, changes to the main objects, capital reserve and fees payable on the revised authorised capital. They also noted compliance with filing requirements up to 31 March 2025 and the absence of pending prosecutions.

Anka India clarified that it had written off assets relating to its erstwhile media business, would utilise or write off MAT credit, had paid undisputed dues and would address disputed dues in accordance with law. It also undertook to comply with filing requirements and preserve Futech Internet's records. The Regional Director accepted these clarifications and raised no further objections.

The Income Tax Department, in reports dated 6 May 2026 and 19 August 2026, recorded an outstanding demand of Rs. 5,99,560 against Anka India for Assessment Year 2023–24, with no outstanding demands for Assessment Years 2024–25 and 2025–26. The Department raised no objection, subject to the applicable law governing the carry-forward of losses and Anka India's liability for future tax demands. The company undertook to comply with the applicable requirements.

The Official Liquidator raised no objection, stating that Futech Internet fell outside its jurisdiction. SEBI reported no adverse observations, subject to intimation of the scheme to the stock exchanges, which Anka India confirmed.

The Bench observed that the scheme fulfilled the statutory requirements and would not prejudice the interests of shareholders or creditors. It clarified that sanction would not exempt the companies from paying stamp duty, taxes or other charges. It also preserved the Income Tax Department's liberty to examine tax liabilities and initiate proceedings if the scheme resulted in tax avoidance.

Accordingly, the NCLT sanctioned the scheme, directing the transfer of Futech Internet's properties, rights, powers, liabilities, duties, contracts and employees to Anka India with effect from 1 April 2025.