NCLT Mumbai Directs Stakeholder Meetings In Merger Of Mandawewala Enterprises With AYM Syntex

On 6 April, the National Company Law Tribunal (NCLT) at Mumbai allowed the first motion application to merge Mandawewala Enterprises Ltd into AYM Syntex Limited and directed the convening of stakeholder meetings.

A Bench comprising Judicial Member K.R. Saji Kumar and Technical Member Anil Raj Chellan approved the first motion under Sections 230–232 of the Companies Act. The Tribunal directed:

“In view of the facts submitted hereinabove, this Bench directs the convening of the meeting of the equity shareholders and the unsecured creditors of the Second Applicant Company hereinabove.”

The boards of both companies approved the scheme on 6 February 2025. It merges the transferor company into the listed transferee company, with an appointed date of 1 April 2024. The merger aims to simplify the shareholding structure, reduce compliance burdens, and improve operational efficiency.

The Bench dispensed with meetings of the transferor company's shareholders and creditors, noting that it had no secured or unsecured creditors and that it obtained all required consent affidavits.

The Tribunal directed the transferee company to convene meetings of its equity shareholders and unsecured creditors, issue notices, publish announcements in newspapers, and facilitate e-voting. It appointed a Chairperson and a Scrutiniser to conduct the meetings and oversee the voting process.

The Bench also directed the companies to notify regulatory authorities, including the Regional Director, Registrar of Companies, SEBI, and tax authorities, allowing 30 days to raise objections.

Accordingly, the NCLT allowed the application and set out steps for compliance and further progress in the merger process.

For Applicant Companies: PCA Rahul Atal