NCLT Delhi Sanctions Merger Of Masibus Automation Into Sonepar India

The National Company Law Tribunal (NCLT) at Delhi has approved the amalgamation of Masibus Automation and Instrumentation Pvt. Ltd. with Sonepar India Pvt. Ltd., allowing the latter to absorb its subsidiary as part of a consolidation of operations.

The order was passed on March 3, 2026, by Judicial Member Bachu Venkat Balaram Das and Technical Member Reena Sinha Puri of the NCLT's New Delhi Bench.

Sonepar India, which moved the petition, told the tribunal that the merger would help streamline operations and improve financial efficiency. The company already holds the entire share capital of Masibus, except for one share held by its ultimate holding company. It said combining the businesses would unlock growth opportunities, eliminate duplication of regulatory and administrative compliance, and help the companies operate more efficiently while benefiting shareholders, creditors and employees.

During the proceedings, notices were issued to statutory authorities including the Regional Director (Northern Region), the Registrar of Companies, the Income Tax Department and the Official Liquidator.

The Regional Director flagged issues relating to compliance under the Foreign Exchange Management Act, the appointed date of the scheme, and disclosures relating to MSME dues. In response, Sonepar India undertook to comply with FEMA requirements and clarified that the scheme's appointed date of April 1, 2024 was in line with the Ministry of Corporate Affairs' General Circular No. 09/2019. It also stated that the required disclosures had been made, including the filing of Form MSME-1.

The Income Tax Department informed the tribunal that it had no objection to the scheme but reserved the right to initiate proceedings or recover any tax dues if required. The Official Liquidator, despite being served notice, did not file a report or appear before the tribunal.

After examining the reports and submissions, the bench said it found nothing to indicate that the scheme would prejudice the interests of shareholders or creditors of either company.

“After considering the reports, we are of the considered view that the Scheme is not prejudicial to the interest of the equity shareholders and creditors of the Transferor Company and the Transferee Company,” the tribunal observed.

The bench added that the arrangement appeared beneficial to the companies and not detrimental to shareholders. It accordingly sanctioned the scheme, while clarifying that the approval does not exempt the companies from complying with statutory requirements under law.