NCLT Chennai Allows First-Motion Application In Veranda Learning Amalgamation-Demerger Scheme

The Chennai Bench of the National Company Law Tribunal on 18 March allowed the first motion application for a composite scheme of amalgamation and demerger involving Veranda Learning Solutions Ltd, J.K. Shah Commerce Education Ltd, and Veranda XL Learning Solutions Pvt Ltd.

A Bench comprising Judicial Member Sanjiv Jain and Technical Member Venkataraman Subramaniam considered a batch of applications filed under Sections 230–232 of the Companies Act, 2013, relating to the composite scheme. It held:

“Since the Amalgamated and Demerged Company has sought for directions for the meeting of the Equity Shareholders, this Tribunal orders convening, holding and conducting the meeting. Meeting of the Equity Shareholders of the Amalgamated and Demerged Company is directed to be held on 24.04.2026 at 11.00 AM in the registered office of the Amalgamated and Demerged Company or through video conferencing or if not convenient at any other suitable place for which prior approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices.”

The scheme proposes to amalgamate Veranda XL Learning Solutions Pvt Ltd (VXLLS) into Veranda Learning Solutions Ltd (VLS), followed by the demerger of VLS's commerce education business into J.K. Shah Commerce Education Ltd (JKSCEL), which will operate as a separate entity.

The Tribunal observed that the scheme aims to consolidate business operations, achieve operational efficiencies, and unlock the value of the commerce education business for shareholders through independent market-driven valuation and listing of shares.

Regarding stakeholder meetings, the Tribunal directed VLS to convene a meeting of its equity shareholders, considering its large base of over 13,000 shareholders. It dispensed with meetings of secured creditors, unsecured creditors, and warrant holders after noting that consent affidavits representing the substantial majority had been obtained.

Similarly, the Tribunal dispensed with meetings of shareholders and creditors of JKSCEL and VXLLS, observing that consent affidavits were furnished or that no creditors existed in certain categories.

The Tribunal issued detailed directions for conducting the shareholders' meeting, covering quorum, appointment of chairperson and scrutinizer, issuance of notices, and publication of advertisements.

Accordingly, the NCLT disposed of the applications.

For Applicants: Senior Advocate P.H Arvindh Pandian and Advocate Pawan Jhabakh