NCLT Ahmedabad Sanctions Amalgamation Of Global CNC With Windsor Machines

The Ahmedabad Bench of the National Company Law Tribunal (NCLT) on 19 March, sanctioned the scheme of amalgamation between Global CNC Private Limited (Transferor Company) and Windsor Machines Limited (Transferee Company) under Sections 230 to 232 of the Companies Act, 2013.

A Bench comprising Judicial Member Shammi Khan and Technical Member Sanjeev Sharma held the scheme to be effective from the appointed date of 1 April 2025.

They observed:

“The Scheme of Amalgamation annexed as Annexure 'G' to the Company Petition is hereby sanctioned and it is declared that same shall be binding in terms of Section 232(3) of the Companies Act, 2013 on the Petitioner Companies and its Shareholders and Creditors and all concerned under the Scheme.”

Global CNC is a private company engaged in manufacturing Computer Numerical Controlled (CNC) machines, Vertical Machining Centres (VMC), Special Purpose Machines (SPM), and other machinery for precision engineering automation.

Windsor Machines is a listed company manufacturing plastic injection moulding machines, pipe extrusion machines, and blown film extrusion systems, serving industries ranging from automotive to medical.

The rationale of the scheme is to streamline the corporate structure and consolidate the assets and liabilities of the Transferor Company with the Transferee Company, facilitating long-term sustainable growth. It is intended to combine the resources of both companies, including market share, scale, efficiency, net worth, employee base, reserves, investments, manpower, and finances, while optimising borrowing costs and administrative compliance.

The merger is expected to reduce administrative burdens, eliminate duplicate expenses, achieve economies of scale, ensure optimal utilisation of capital, and enhance operational and management efficiencies.

On 8 January 2026, the NCLT directed the petitioner companies to issue notices to statutory and regulatory authorities, including the Central Government through the Regional Director (North-Western Region), Registrar of Companies (Gujarat), the Official Liquidator, Income Tax authorities, and SEBI, NSE, and BSE.

The authorities examined the scheme in detail. The Regional Director and ROC raised observations on authorised share capital, reclassification of face value, addition of object clauses, and accounting treatment. The companies confirmed compliance with Sections 13, 61, and 232(3)(i) of the Companies Act and clarified that accounting would follow the pooling of interest method under Ind AS 103. They also affirmed that no insolvency proceedings were pending.

The Official Liquidator reviewed filings and employee transfer provisions and sought directions on record preservation, statutory compliance, and stamp duty adjudication. The companies undertook full compliance.

The Income Tax Department raised concerns over Windsor Machines' carry‑forward capital losses exceeding Rs 61 crore [Rs 14,25,24,241/- (short-term) and Rs 47,03,97,695/- (long-term) from AY 2020‑21], suggesting potential tax benefits from the merger. The companies clarified that both entities are profit-making and paying corporate tax, and that the scheme is bona fide and commercial in nature.

After examining the scheme, the NCLT found it fair, reasonable, and not prejudicial to the interests of shareholders, creditors, or the public. The Tribunal also held that the scheme serves the public interest by enhancing operational efficiency and consolidating resources.

Accordingly, the NCLt allowed the petition.

APPLLICANTS ADVOCATE/ PROFESSIONAL: Advocates Ravi Pahwa and Gunjan Agarwal