NCLT Chennai Approves Merger Of Four Group Companies With India Cements Ltd

The National Company Law Tribunal (NCLT), Chennai Bench, has sanctioned a Scheme of Amalgamation involving four companies of the India Cements group with The India Cements Limited.

A coram comprising Judicial Member Sanjiv Jain and Technical Member Venkataraman Subramaniam allowed a joint company petition filed under Sections 230 to 232 of the Companies Act, 2013, seeking approval of the scheme of amalgamation.

The scheme provides for the amalgamation of ICL Financial Services Limited, ICL International Limited, ICL Securities Limited, and India Cements Infrastructures Limited with The India Cements Limited, which is the holding company of the transferor companies.

According to the petitioner companies, the scheme is intended for the consolidation of the assets and liabilities of the transferor companies with the transferee company, optimal utilisation of capital, improvement of operational and management efficiency, and simplification of the corporate structure by reducing the number of legal entities.

Pursuant to directions of the tribunal, notices were issued to statutory and regulatory authorities including the Regional Director, Registrar of Companies, Income Tax Department, Official Liquidator, Securities and Exchange Board of India, National Stock Exchange, Bombay Stock Exchange and GST authorities.

The authorities filed reports raising certain observations but did not object to the scheme subject to compliance with applicable laws and statutory requirements.

After analyzing the scheme and the undertakings given by the companies, the Tribunal observed:

“This Tribunal is of the considered view that the scheme as contemplated between the petitioner companies seems to be prima facie beneficial to the Companies and will not be in any way detrimental to the interest of the shareholders or creditors of the Companies.”

The tribunal clarified:

“While approving the Scheme as above, it is clarified that this order should not be construed as an order in any way granting exemption from payment of stamp duty, taxes or any other charges, if any, payment is due or required in accordance with law.”

Sanctioning the scheme, the tribunal directed that all properties, rights, powers, liabilities, obligations, and duties of the transferor companies shall stand transferred to The India Cements Limited and fixed January 1, 2025, as the appointed date of the scheme.

For Petitioners: Advocate Hareepriya

For Income Tax Department: Advocate Pankhuri Yadav