NCLT Bengaluru Sanctions Amalgamation Scheme Of Wholly Owned Subsidiaries Into Kirloskar Electric

The Bengaluru Bench of the National Company Law Tribunal (NCLT) on 30 April 2026 sanctioned the amalgamation of Kelbuzz Trading Company Limited, Luxquisite Parkland Private Limited, SLPKG Estate Holdings Private Limited and SKG Terrra Promenade Private Limited with Kirloskar Electric Company Limited under the Companies Act, 2013.

Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada allowed the second motion petition filed by the companies and approved the Scheme of Amalgamation, noting that the subsidiaries were fully owned by the listed entity on the National Stock Exchange and the Bombay Stock Exchange. The Bench held:

“The observations of statutory authorities and responses thereto of the Petitioner Companies have been reproduced above in sufficient detail where after, no further points have been raised by the former reflecting their satisfaction with the responses/compliance by the Petitioner Companies. Similar schemes have already been dealt with and approved by this Bench in other referred cases. It thus leaves no impediment to the approval of Scheme.”

During the first motion proceedings, the Tribunal had already dispensed with meetings of shareholders and creditors. In the second motion, the Regional Director and the Registrar of Companies raised objections on issues including pending inquiries under Section 206(4) of the Companies Act, MSME dues, statutory liabilities, FEMA compliance, related party transactions, and complaints against Kirloskar Electric Company Limited.

The Official Liquidator noted that the transferor companies had not earned revenue in the last two financial years and had incurred no employee salary or wage expenditure. The Telangana Commercial Taxes Department also pointed to pending GST and VAT arrears and sought protection of statutory dues during implementation.

In response, the companies stated that the merger would not prejudice tax authorities, as the listed entity would continue to operate and all liabilities and charges would remain enforceable against it.

After reviewing the record, the Tribunal noted that the authorities were satisfied with the responses and relied on similar approvals in earlier cases, and held that no impediment remained to sanction the Scheme. It also clarified that the order would not grant exemption from stamp duty, taxes, or other statutory payments, which must be made under applicable law.

Accordingly, the NCLT sanctioned the Scheme with effect from 1 April 2024 and directed that it would bind the directors, shareholders and creditors of all the companies involved.

For Petitioner: Hemanth Sethi

For RoC/ RD: Teju

For IT Department: Ganesh Ghale