NCLT Chandigarh Allows AmberPR–Amber Enterprises Merger First Motion, Dispenses With Meetings

The Chandigarh Bench of the National Company Law Tribunal (NCLT) on 5 June allowed the joint first motion application filed by AmberPR Technoplast India Pvt. Ltd. (Transferor Company) and Amber Enterprises India Ltd. (Transferee Company) in a scheme of amalgamation.

Judicial Member Khetrabasi Biswal and Technical Member Shishir Agarwal passed the order on 5 June 2026 and dispensed with the requirement of convening meetings of shareholders and creditors. The Bench observed:

“It has been the consistent approach of Hon'ble High Courts/NCLTs/Hon'ble NCLAT that in case of amalgamation between wholly-owned subsidiaries and parent company, where the net-worth of both the applicant companies is positive, as in this case, the meetings can be dispensed with.”

AmberPR Technoplast, incorporated in 2013, manufactures cross-flow fans, while Amber Enterprises, incorporated in 1990, operates as a listed public company manufacturing air conditioners and components for consumer durables and automobiles. The boards of both companies approved the scheme in October 2024 and May 2025. The scheme provides for the merger of AmberPR into Amber Enterprises with effect from 1 April 2026.

The companies stated that the amalgamation reduces multiplicity of regulatory compliances and creates operational synergies. They also stated that the merger enables economies of scale, improves managerial efficiency, and strengthens deployment of funds for organic and inorganic growth.

Since AmberPR operates as a wholly owned subsidiary, Amber Enterprises cancels all shares of the transferor company without issuing fresh shares. The authorised share capital of AmberPR merges with that of Amber Enterprises, and AmberPR dissolves without winding up upon effectiveness of the scheme.

As on 30 September 2025, AmberPR had two equity shareholders, both of whom consented to the scheme. The company had no secured creditors and 12 unsecured creditors with outstanding dues of about Rs 7.83 crore.

Amber Enterprises had 1,15,647 shareholders, 14 secured creditors with dues of Rs 1,842 crore, and 5,557 unsecured creditors with dues of Rs 1,129 crore. The applicants did not obtain consents from these stakeholders and instead sought dispensation on the ground that the scheme involves no compromise or arrangement and that the post-amalgamation net worth remains strongly positive at Rs 2,918 crore.

The companies disclosed the scheme to stock exchanges under SEBI Listing Regulations. Statutory auditors certified compliance with applicable accounting standards. The companies also filed affidavits stating that they do not require approval from the Competition Commission of India and that no investigations remain pending against them or their directors.

The Tribunal held that the scheme does not involve issuance of shares, reduction of capital, or any compromise with creditors. It relied on precedents of the NCLAT in Ericsson India Pvt. Ltd., Mohit Agro Commodities Processing Private Limited, and Ambuja Cements Ltd., which recognise that courts can dispense with meetings in amalgamations between wholly owned subsidiaries and parent companies where net worth remains positive.

Therefore, the Bench dispensed with convening meetings of equity shareholders and unsecured creditors of AmberPR, and also dispensed with meetings of equity shareholders, secured creditors, and unsecured creditors of Amber Enterprises. It directed that the authorised share capital of AmberPR be added to that of Amber Enterprises from the appointed date.

Accordingly, the NCLT allowed the first motion application and granted liberty to the companies to file the second motion petition.

For Applicants: Advocate Lokesh Dhyani