NCLT New Delhi Sanctions Amalgamation Of Indo Bevs With 'Brocode' Maker Indospirit Beverages

The New Delhi Bench of the National Company Law Tribunal (NCLT) on 15 July sanctioned the scheme of amalgamation between Indo Bevs Private Limited and Indospirit Beverages Private Limited, the manufacturer of the carbonated wine brand “Brocode”, observing that the Tribunal does not interfere with commercial decisions approved by shareholders and creditors.

A Bench comprising Judicial Member Mahendra Khandelwal and Technical Member Anu Jagmohan Singh approved the scheme under Sections 230-232 of the Companies Act, 2013 (provisions governing compromises, arrangements and amalgamations between companies). It held:

“It is settled law that the share-holders of the Petitioner Companies are the best judges of their interest, being fully conversant with market trends. Therefore, this tribunal is not supposed to look into merit of their commercial decision. It is well settled that while evaluating the scheme, sanction of which is sought under section 230-232 of the Companies Act, 2013, the Tribunal ordinarily will not interfere with the corporate decision of the Petitioner Companies, as approved by their respective shareholders and creditors.”

Indo Bevs Private Limited, incorporated in February 2018, is engaged in consultancy services relating to marketing and sales of alcoholic beverages. Indospirit Beverages Private Limited, originally incorporated as Bubbly Wines Private Limited in January 2014, changed its name in August 2015. Both companies are closely held, unlisted private companies under common management and control. The boards of directors of both companies approved the scheme on 13 June 2025, with 1 April 2025 fixed as the appointed date.

In the first motion proceedings, the Bench dispensed with meetings of equity shareholders and unsecured creditors of both companies and directed the secured creditors of Indospirit Beverages Private Limited to convene a meeting. The secured creditors unanimously approved the scheme on 28 November 2025.

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

The Regional Director, in its report dated 25 March 2026, raised concerns regarding the absence of operational revenue in recent years. The companies clarified that Indo Bevs was engaged in consultancy services and had earned commission income during the financial year 2024-25. They further stated that the company did not fall within the definition of a dormant company under Section 455 of the Companies Act, 2013.

The Regional Director also pointed out outstanding dues payable to Micro, Small and Medium Enterprises (MSMEs) amounting to Rs. 499.40 lakh as on 31 March 2025. The companies submitted that the dues had subsequently been cleared and necessary MSME-1 filings had been made. They further undertook to pay the prescribed fees under Section 232(3)(i) of the Companies Act, 2013 in relation to the increase in authorised share capital following the amalgamation.

They also submitted that consent affidavits from more than 90% of shareholders and creditors had been filed and that the secured creditors' meeting was conducted under the supervision of the NCLT. The companies assured compliance with the Income Tax Act, 1961 and stated that all tax liabilities of both entities would be discharged.

Following the clarifications, the Regional Director withdrew its objections, the Income Tax Department issued a no-objection certificate, and the Official Liquidator reported that the affairs of both companies were not prejudicial to the interests of members or the public.

The Bench observed that the scheme had been approved by shareholders and creditors in compliance with Section 230(6) of the Companies Act, 2013 and was in the interest of the companies, shareholders, creditors, employees and other stakeholders.

Accordingly, the NCLT sanctioned the scheme of amalgamation.

For Applicants: Advocates Kartikeya Goel and Praveen K Bharti