NCLT Bengaluru Sanctions Cross-Border Merger Of MoEngage Inc With Indian Subsidiary

The National Company Law Tribunal (NCLT) at Bengaluru on 12 January approved a cross-border amalgamation scheme, allowing MoEngage Inc, a US company, to merge with its Indian subsidiary, MoEngage India Private Limited.

A Bench comprising Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada noted that MoEngage India had satisfactorily addressed objections and observations raised by the Registrar of Companies, Regional Director, Official Liquidator, Income Tax Department, and the Reserve Bank of India. Therefore, “there is no impediment in approval of the Scheme”.

Under the approved scheme, MoEngage Inc, which holds 99.99% of the equity shares and 100% of the preference shares of MoEngage India, will be amalgamated into the Indian company and dissolved without winding up.

The Tribunal took note of reports from the regulatory authorities and recorded that MoEngage India had provided necessary undertakings regarding compliance with tax laws, statutory dues, MSME payments, and other regulatory requirements.

While sanctioning the scheme, the Tribunal clarified that the approval does not grant any exemption from payment of stamp duty, taxes, or other charges. It also held that authorities under the Companies Act and the Income Tax Act retain the right to take appropriate action in accordance with law.

For Companies: Advocate Sharan A Kukreja

For ROC: Advocate Hemanth Rao

For IT Dept: Advocate Ganesh R Ghale