NCLT Chandigarh Sanctions Banday Ideal Products-Banday Impex Merger

The Chandigarh National Company Law Tribunal (NCLT) has sanctioned a Composite Scheme of Arrangement providing for the merger of Banday Ideal Products Limited with Banday Impex Private Limited. Under the scheme, the transferor company will continue as a brand or division of the transferee company. The appointed date of the scheme is April 1, 2023.

The order was passed by Judicial Member Khetrabasi Biswal and Technical Member Kaushalendra Kumar Singh

The companies jointly sought approval of the merger scheme. In the first motion proceedings, the tribunal dispensed with meetings of the companies' equity shareholders, secured creditors, and unsecured creditors after consent affidavits were placed on record.

In the second motion proceedings, the tribunal issued notices to the Regional Director, Registrar of Companies, Official Liquidator and income tax department. The companies later informed the tribunal that the notices had been duly served and that no objections were received following publication in newspapers.

No objections were raised by Registrar of Companies or other government departments

After considering the material on record, the tribunal held that the statutory requirements had been complied with and sanctioned the scheme. It clarified that its approval would not prevent action against the companies or their directors if any deficiency or violation of law is subsequently found.

The tribunal further clarified that its sanction does not exempt the companies from payment of stamp duty, taxes, or any other statutory dues.