NCLT Allahabad Sanctions Amalgamation Of Advanced Rail Controls With Concord Control Systems

The Allahabad Bench of the National Company Law Tribunal (NCLT) on 15 April 2026 sanctioned a scheme of amalgamation under Sections 230–232 of the Companies Act, 2013, approving the merger of Advanced Rail Controls Private Limited (transferor company) with Concord Control Systems Limited (transferee company), with effect from the appointed date of 1 April 2025.

A Bench comprising Judicial Member Praveen Gupta and Technical Member Ashish Verma allowed the petition and brought the scheme into effect after finding it compliant with statutory requirements. They held:

“...the present Company Petition bearing CP (CAA) No. 25/ALD/2025 is allowed and stands disposed of.”

The transferor company, a wholly owned subsidiary of the listed transferee Concord Control Systems, had moved a first motion application in August 2025 seeking dispensation of meetings of shareholders and creditors. The Tribunal allowed this request.

In October 2025, the Tribunal directed issuance of notices to the Regional Director (Northern Region), Registrar of Companies (Kanpur), Official Liquidator, BSE Limited, and the jurisdictional Income Tax Department. The companies also published public notices in English and Hindi newspapers and filed affidavits confirming due service.

The Registrar of Companies submitted a report in November 2025 noting that Advanced Rail Controls functioned as a wholly owned subsidiary of Concord Control Systems. It also recommended compliance with Section 232(3)(i) regarding payment of fees on increased authorised share capital.

In December 2025, the Regional Director adopted the ROC's observations and confirmed that both companies had filed statutory financial statements and annual returns up to 31 March 2024, with no pending prosecutions or complaints.

The Official Liquidator raised no objection to the dissolution of the transferor company without winding up. The Income Tax Department reported no pending tax demands or proceedings but clarified that the scheme would not affect its right to recover existing or future liabilities and required compliance with Section 72A of the Income Tax Act.

The petitioners filed affidavits confirming compliance with all regulatory requirements. Concord Control Systems undertook to discharge any liabilities of the transferor company after amalgamation, while both companies confirmed compliance with Section 232(3)(i) in relation to authorised capital fees.

After considering the statutory reports and undertakings, the Tribunal held that the scheme met all legal requirements. It found no objections from shareholders, creditors, or regulatory authorities and sanctioned the scheme, making it binding on the companies, their shareholders, and creditors.

Accordingly, the NCLT allowed the petition and approved the amalgamation scheme.

For Applicants: Advocate Rajeev Goel