NCLT Chennai Sanctions Amalgamation Of Accel Media Ventures With Accel Limited

The Chennai Bench of the National Company Law Tribunal (NCLT) has sanctioned a Scheme of Amalgamation between Accel Media Ventures Limited and Accel Limited under Sections 230–232 of the Companies Act, 2013.

A Bench comprising Judicial Member Jyoti Kumar Tripathi and Technical Member Ravichandran Ramasamy passed the order allowing the second motion petition, noting that the arrangement is not prima facie detrimental to the interests of members and meets statutory requirements for approval. It held:

“This Tribunal is of the view that the scheme as contemplated by the Petitioner companies seems to be prima facie not, in any way detrimental to the interest of the members of the Companies.”

The Tribunal noted that, in the first motion application disposed of on 27 June 2025, it had already directed dispensation and/or convening of meetings of shareholders and creditors for consideration of the proposed scheme.

The Scheme envisaged amalgamation of Accel Media with Accel Limited, along with their respective shareholders and creditors, with the objective of achieving operational efficiencies, strengthening financial structure, facilitating resource mobilisation, and enhancing shareholder value.

Pursuant to the second motion petition, the Tribunal directed issuance of notice to statutory and regulatory authorities and ordered publication in newspapers. The directions were complied with as required.

The Tribunal further recorded that all statutory compliances had been fulfilled and that no objections were raised by the Regional Director, Income Tax Department, or the Official Liquidator, all of whom conveyed no objection to the Scheme.

It also clarified that the approval of the Scheme would not preclude any competent authority from initiating action in accordance with law in case of violations, and would not grant any exemption from payment of taxes, stamp duty, or other statutory dues.

Upon considering the material on record, the Tribunal directed that all assets, interests, liabilities, rights, powers, engagements, duties, and obligations of Accel Media Ventures Limited shall stand transferred to Accel Limited.

Accordingly, the NCLT sanctioned the Scheme of Amalgamation.

For Petitioners: Advocate A.R Ramanathan

For Regional Director: Advocate Avinash Krishnan Ravi

For Income Tax Department: Advocate Rajkumar Jhabakh

For Official Liquidator: Pola Raghunath and B. Palani