NCLT Chandigarh Bench Sanctions Merger Of Companies Behind Got Tea and Blue Tokai
Sandhra Suresh
11 Sept 2026 5:56 PM IST
The National Company Law Tribunal's Chandigarh bench has sanctioned the amalgamation of Thegot Hospitality Private Limited, which operates Got Tea, into Muhavra Enterprises Private Limited, the company behind Blue Tokai Coffee Roasters.
The bench comprising Judicial Member Khetrabasi Biswal and Technical Member Kaushalendra Kumar Singh observed that the scheme was bona fide and in the interest of the shareholders and creditors.
It accordingly approved the amalgamation after finding that the required statutory compliances had been fulfilled.
The boards of both companies approved the scheme on 5 May 2025. Following the first motion order dated 7 November 2025, meetings of equity shareholders, preference shareholders, and unsecured creditors were convened on 14 March 2026. The scheme was unanimously approved in compliance with Section 230(6).
Subsequently, notices were issued to statutory authorities. Reports were filed by the Official Liquidator, Regional Director (RD), Registrar of Companies (RoC), and the Income Tax Department (ITD), raising certain observations.
Official Liquidator reported no objections, confirming examination of incorporation details, capital structure, and financial highlights.
RD/RoC raised concerns regarding pending adjudication proceedings under Section 454 of the Companies Act. The companies undertook to pay penalties within the statutory period and confirmed that liabilities would be assumed by Muhavra Enterprises under Clause 6.01 of the scheme.
The RoC also flagged auditor observations on Muhavra Enterprises, including non‑physical verification of inventories worth Rs 1592.09 lakhs, mismatches in working capital statements, and cash losses.
Income Tax Department reported no outstanding demand against Thegot Hospitality. For Muhavra Enterprises, it sought directions ensuring compliance with the Income Tax Act, continuation of pending proceedings, and assumption of future liabilities. The transferee company undertook to comply.
The statutory auditors certified that the accounting treatment was compliant with Indian Accounting Standards (Ind AS).
The Tribunal noted that all statutory requirements under Sections 230–232 had been fulfilled and that shareholders and creditors had approved the scheme, and regulatory concerns were addressed through undertakings. Accordingly, the scheme was sanctioned with an appointed date of 1 April 2025.
PETITIONERS ADVOCATE/ PROFESSIONAL: Advocates Raghav Kapoor, Anirudh Das and Nitin Sharma