NCLT Bengaluru Clears Scheme Of Amalgamation Between Tritonvalves Climatech And Triton Valves Limited

The Bengaluru National Company Law Tribunal (NCLT) on 29 May 2026 sanctioned a Scheme of Amalgamation between Tritonvalves Climatech Private Limited and Triton Valves Limited after it found no impediment to approval once the companies addressed all concerns raised by statutory authorities.

Judicial Member Sunil Kumar Aggarwal and Technical Member Radhakrishna Sreepada heard the second motion petition seeking approval for the merger of the wholly owned subsidiary with the listed parent company. The Bench held:

“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.”

Triton Valves's shares are listed on the Bombay Stock Exchange. In the first motion proceedings, the Tribunal dispensed with meetings of shareholders and creditors and directed service of notices on statutory authorities.

Following these directions, the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Department raised observations on statutory dues, MSME liabilities, employee protection, tax proceedings, FEMA compliance, and related regulatory requirements.

The companies filed undertakings and clarifications addressing each objection. They also revised the appointed date under the scheme from 1 April 2023 to 1 April 2025, stating that the revision would facilitate compliance with accounting standards and income tax filings.

After considering these responses, the Tribunal sanctioned the Scheme of Amalgamation with effect from 1 April 2025. It also clarified that approval of the scheme would not exempt the companies from statutory obligations. The Bench observed:

“While approving the Scheme, it is clarified that this order should not be construed as an order in anyway granting exemption from payment of stamp duty, taxes, or any other charges, if any, and payments thereof shall be made in accordance with applicable law or in respect of any permission/compliance with any other requirement which may be specifically required.”

Accordingly, the NCLT approved the Scheme of Amalgamation between the parties subject to compliance with applicable statutory requirements.

For Petitioner: R Inbaraju