NCLT Approves Merger Of Buildtech Products India With Thermax, Terms Scheme Fair And Reasonable

On 2 June, the Mumbai National Company Law Tribunal (NCLT) sanctioned the merger by absorption of Buildtech Products India Private Limited with Thermax Limited under Sections 230 to 232 of the Companies Act, 2013.

A Bench comprising Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar held that the scheme is fair, reasonable, and not contrary to public policy. It observed:

“From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy considering that no objection has so far been received from any authority or creditors or members or any other stakeholders.”

The Tribunal noted that Buildtech Products India Private Limited, a manufacturer of construction chemicals, operates as a wholly-owned subsidiary of Thermax Limited, which provides solutions in the energy, environment, and chemical sectors.

The companies submitted that the merger will consolidate the construction chemicals business within Thermax, generate operational synergies, eliminate duplication of functions, simplify the group structure, and improve resource utilisation. The scheme fixes the appointed date as 1 April 2025.

Since Thermax fully owns Buildtech, the Tribunal did not direct payment of any consideration or issuance of new shares. The shares held by Thermax in Buildtech will stand cancelled once the scheme takes effect. The Regional Director and the Official Liquidator raised no objections to the scheme.

Accordingly, the NCLT sanctioned the merger, directed the parties to file the order with the Registrar of Companies within 30 days, and ordered the dissolution of Buildtech Products India Private Limited without winding up. It granted the Income Tax Department the liberty to examine any tax liability arising from the scheme.