NCLT Delhi Directs Stakeholder Meetings For Avinya Batteries-PPAP Automotive Amalgamation

The Delhi Bench of the National Company Law Tribunal (NCLT) has directed the convening of meetings of creditors of Avinya Batteries Limited and meetings of equity shareholders and creditors of PPAP Automotive Limited to consider the proposed scheme of amalgamation of Avinya Batteries into PPAP Automotive.

The Tribunal, however, dispensed with the meeting of Avinya Batteries' shareholders, as all seven equity shareholders had consented to the scheme.

The bench comprising Judicial Member Justice Jyotsna Sharma and Technical Member Anu Jagmohan Singh observed, “In view of consent affidavits from all the Equity Shareholders, having 100% voting share, been filed, convening the meeting of shareholders/members is dispensed with.”

Avinya Batteries, incorporated on January 1, 2015, is an unlisted public company. Its main object includes manufacturing Li-Ion-based battery pack solutions for the two-wheeler and three-wheeler industry, energy storage systems, and industrial power solutions.

PPAP Automotive, incorporated on October 18, 1995, is a listed public company. Its main object includes manufacturing sealing systems and interior and exterior injection-moulded products for the automotive industry.

The boards of directors of Avinya Batteries and PPAP Automotive approved the proposed scheme at meetings held on May 5, 2026 and May 11, 2026, respectively. The appointed date under the scheme is April 1, 2026.

The companies submitted that the scheme was not prejudicial to the interests of their shareholders and creditors. They further submitted that the scheme was beneficial to the companies and their respective shareholders and creditors.

Avinya has seven equity shareholders, all of whom gave their consent to the scheme through affidavits. However, none of its four secured creditors gave consent to the scheme. The company therefore proposed a meeting of its secured creditors.

Avinya also has 66 unsecured creditors. None of them gave consent to the scheme. The company therefore proposed a meeting of its unsecured creditors.

PPAP has 15,675 equity shareholders. None of them gave consent to the scheme, following which the company proposed a meeting of its equity shareholders.

It also has nine secured creditors and 653 unsecured creditors. None of the secured or unsecured creditors gave consent to the scheme, following which the company proposed meetings of both classes of creditors.

The companies furnished certificates confirming that the accounting treatment proposed under the scheme conforms with the applicable provisions of the Companies Act, 2013. The order records that the accounting treatment is in conformity with Section 133 of the Act.

Accordingly, the Tribunal directed meetings of Avinya Batteries' four secured creditors and 66 unsecured creditors. It also directed meetings of PPAP Automotive's 15,675 equity shareholders, nine secured creditors, and 653 unsecured creditors.

The tribunal appointed Sanjiv Dutt, an ex-Member of the NCLT, as Chairperson for the meetings. Advocate Himanshu Kaushik was appointed as the Scrutinizer.