Ahluwalia Contracts (India) Limited vs Vs

IN THE MATTER OF: Ahluwalia Contracts (India) Limited ...Appellant

Versus

Vs. --- ...Respondents

Present: For Appellant : Adv. Rajeev K Goel, Adv. Kartikey Goel. For Respondents : Appearance not marked.

ORDER

(Hybrid Mode)

13.08.2026: The Appellant, claims to be the transferee company, is

before this Appellate Tribunal being aggrieved by the impugned order dated

05.06.2026, as rendered by the Learned NCLT, Delhi Bench-III in Company

Application (CAA)No.12(ND) of 2026. Those proceedings were held under

Section 230-232 of the Companies Act, 2013 to be read with the NCLT Rules,

2016 Companies (Compromises, Arrangements and Amalgamations) Rules,

2016, the (NCLT Rules, 2016). By virtue of impugned order dated

05.06.2026, the Ld. Tribunal had declined to approve the scheme of

amalgamation, subject to certain exceptions granted therein, that after

completing the exercise as it is statutorily contemplated under Section 230,

sub Section 4 which was to be read with Section 230(9) of the Companies Act,

2013. It was left open for the Applicant companies to move an appropriate

Page 1 of 11 application under Section 230 and 232 of the Companies Act, 2013 for the

purposes of grant of approval of the scheme of arrangement.

2. A first motion was being carried by Ahluwalia Contracts (India)

Limited, Applicant Transferee Company, thereby seeking an approval of the

scheme of amalgamation allegedly preferred under Section 230 and 232 of

the Companies Act, 2013 to be read with the Companies (Compromises,

Arrangements and Amalgamations) Rules, 2016 in relation to the

amalgamation of the following entities. (1). M/s Dipesh Mining Private

Limited (Non-Applicant Company No. 1/ Transferor Company No.1);

(2). Jiwanjyoti Traders Private Limited (Non Applicant Company No. 2/

Transferor Company No. 2);

(3). Paramount Dealcomm Private Limited (Non Applicant Company No.

3/Transferor Company No. 3);

(4). Premsagar Merchants Private Limited (Non Applicant Company No.

4/Transferor Company No. 4) and

(5). Splendor Distributors Private Limited (Non Applicant Company No.

5/Transferor Company No. 5), who could be comfortably termed as to be

'Transferor Companies' with Ahluwalia Contracts (India) Limited,

Applicant. The application preferred under Section 230 to be read with

Section 232 of the Companies Act, 2013, it was prayed for to dispense

with requirement of convening the meeting of equity shareholders of the

transferee company, as subscribed by the provisions contained under

Section 9 of Section 230 of the Companies Act, 2013 and such other

Page 2 of 11 dispensation was sought in the first motion that was carried by the

applicant/transferee company before the Ld. Tribunal, praying for the

following reliefs:

"The prayers made in the application are as follows:

a. Dispense with the requirement of convening the meetings of the Equity Shareholders of the Transferee Company;

b. Dispense with the requirement of convening meeting of Secured Creditors of the Transferee Company. c. Dispense with the requirement of convening the meetings of the Unsecured Creditors Transferee Company.

Alternatively, convene separate meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Transferee Company through Video Conferencing with facility of remote e-voting; and to pass necessary directions for convening, holding and conducting of such meetings.

d. Direct service of notice of the present Application on (a) the Central Government through the office of the Regional Director, Northern Region [Directorate-I], Ministry of Corporate Affairs, New Delhi; (b) the Registrar of Companies, South Delhi, New Delhi; and (c) the Income Tax Department; and;

e. Pass such other/further order(s) as this Hon'ble Tribunal may deem fit and proper."

3. The case of the transferee company was that after having been

incorporated so on 02.06.1979 as per the provisions of the Companies Act of

1956, it started running its business under the name and style of M/s

'Ahluwalia Contracts (India) Private Limited', which was later on converted

into a public limited company, with the change of its name as M/s

Page 3 of 11 'Ahluwalia Contracts (India) Limited, by issuance of a fresh certificate of

incorporation dated 06.09.1990.

4. It's the case of the appellant the Transferee Company, that the

transferor companies as it has been detailed above, they were all the

subsidiary companies of the Transferee Company and they had a common

business, to be carried i.e., of civil constructions, engineering work,

procurement and construction of commercial, residential and institutional

buildings, IT Parks, Townships, Hotels etc. As per the particulars that has

been made available, the authorized share capital of the transferor company

is shown to be Rs. 20,00,00,000/- divided into 10,00,00,000 equity shares of

Rs. 2/- each, and the present issued subscribed and paid up share capitals

of the company is of Rs. 13,39,75,120/- which has been divided into

6,69,87,560 equity shares of Rs. 2 each. The facts that stood for

consideration were that, the Transferor Companies i.e. 1 to 5 had its

registered office in the State of West Bengal and hence they were falling

within the territorial jurisdiction of Ld. NCLT, Kolkata Bench. Thus, the

application was preferred, bearing Company Application - CA (CAA) No. 31 of

2026 seeking an appropriate directions for dispensation of the meeting of

shareholders and creditors of Non-Applicant Companies No. 1 to 5. Ld.

NCLT, Kolkata Bench, had dispensed with necessity of holding the meeting

of equity shareholders and unsecured creditors of Non-Applicant Company

No. 1 to 5. In view of the consent affidavit furnished by all the

shareholders and unsecured creditors, the Ld. Tribunal observed that

Page 4 of 11 since there were no secured creditors in the said matter, the dispensation

could be granted. Accordingly, the following orders were passed by the Ld.

NCLT, Kolkata Bench is reproduced hereunder:

"10. Upon perusing the records and documents in the instant proceedings and considering the submissions made on behalf of the Applicants, we allow the instant application and make the following Orders:

A. Meetings dispensed:

Meetings of the Equity Shareholders of the Applicant No. 1 to 5 are dispensed-with, in view of consents given by all the Equity Shareholders.

Meetings of the Unsecured Creditors of the Applicant No. 1 to 5 are dispensed-with. in view of consents given by all the Unsecured Creditors.

There are no Secured Creditors in the Applicant Company Nos. 1 to 5, therefore the requirement of convening and holding of meetings of Secured Creditors of the Applicant Nos. I to 5 does not arise."

5. The controversy herein in this Company Appeal, pertains to the

applicant company, which is situated in Delhi and it falls within the

territorial jurisdiction of NCLT Delhi. Almost a parity relief was sought by the

applicant, on the lines of provided by the Ld. NCLT, Kolkata Bench

contending thereof that, since they had furnished the relevant documents

i.e. Memorandum of Association, Article of Association, last Audited

Financial Statement, List of Directors, the shareholding patterns of the

Transferor Company, as on 30.09.2025 and such other relevant documents

as detailed. The Appellant expected that the Appointed Date of the Scheme

i.e., of 01.04.2026, as mentioned in the scheme would be approved, as all

the other stipulations referred to a Clause 1.1.8 of the scheme stood fulfilled,

Page 5 of 11 which necessitated the grant of the necessary orders, all the required

approvals and consents referred to therein have been obtained.

6. It was case of the Appellant Transferee Company that, because of the

fact that the shares of the transferee company were already are listed on

BSE and NSE and in view of the Master Circular No.

SEBI/HO/CFD/POD2/P/CIR/2023-/93 dated 20.06.2023, issued by the

Securities and Exchange Board of India, the merger of its wholly owned

subsidiaries with its parent company, the amalgamation could be permitted

to be carried, as no formal approval or NOC was required, under the

aforesaid circular. It is under these circumstances, where the scheme

amalgamation came of a consideration, which was based upon the valuation

report submitted to justify the approval of the scheme of amalgamation. It

was pleaded by the Appellant, that owing to the fulfilment all the older

formalities, also because as the scheme of amalgamation itself is not

prejudicial to the rights of any of the members, creditors and stakeholders, it

was contended that the scheme to be fair and reasonable. The Appellant

expected same to be approved under Section 230 and 232 of the Companies

Act, 2013, but the same has been denied by the impugned order.

7. The relief of dispensation of the procedural requirement of convening

the meeting of the equity shareholders, secured creditors and unsecured

creditors of the Transferee Company, could not have been placed on

comparison, as that of the order of the Ld. NCLT, Kolkata Bench which could

be granted in the situation, for the reason being that the NOC as

Page 6 of 11 contemplated under Section 230(9) of the Companies Act, 2013 of the

Kolkata Bench has followed because of there being affidavits placed on

record granting a consent for dispensation of the conditions under Section

230 (a) of the Act. And that was a fact which has been specifically recorded

by the Ld. Tribunal i.e. NCLT, Kolkata Bench, in the said case where the

dispensation was granted as contemplated under Section 230(9) of the

Companies Act, 2013. But, so far as the present case is concerned, as far as

it relates to the Transferee Company, i.e, the Appellant herein, the same has

been denied to be granted on account of non-fulfilment of the conditions

contained under Section 230 sub Section 9 of the Companies Act, 2013

which has already been extracted hereunder:

"230. Power to compromise or make arrangements with creditors and members.

....

(9) The Tribunal may dispense with calling of a meeting of creditor or class of creditors where such creditors or class of creditors, having at least ninety per cent. value, agree and confirm, by way of affidavit, to the scheme of compromise or arrangement."

8. Section 230(9) if it is read in precision, it provides that a dispensation

of holding of meeting of creditors or a class of creditors that could be only

granted when at least ninety per cent confirm the same by way of affidavit

supporting to the scheme of compromise or arrangement, meaning thereby

for dispensing from calling of a meeting of creditors, the mandatory

Page 7 of 11 requirement was filing of an affidavit by the class of creditors, which stood

satisfied in the matters of the transferor companies before NCLT Kolkata, as

detailed above. But so far as the present case is concerned, there is a specific

finding recorded by the Ld. Tribunal that the Appellant did not satisfy the

conditions of furnishing of affidavits as contemplated under sub Section 9 of

Section 230 of the Companies Act, 2013 which could have enabled the Ld.

Tribunal to approve the present scheme of amalgamation. Consequently,

owing to the aforesaid procedural anomaly and the shortcoming the Ld.

Tribunal had rightly observed that there is no consent furnished by the

shareholders and the creditors whether secured or unsecured, the meeting of

the shareholders was mandatorily required to be satisfied to be convened,

and thus in the absence of there, being any affidavit having being placed on

record, the approval to scheme couldn't have been granted under law.

9. This finding recorded by the Ld. Tribunal for denying the approval of

the scheme of amalgamation cannot be said to be perverse or bad either of

factually or under law because the Appellant Counsel has not been able to

show that in order to dispense with holding of the meeting under Section

230 sub Section 9 of the Companies Act, 2013, the pre-condition of

furnishing of affidavits in the present case so far as it related to the

transferee company was not satisfied. In these eventuality, it was inevitable

for the Ld. Tribunal to deny the approval of the amalgamation scheme.

10. The argument extended by the Learned Counsel for the Appellant that

because the consent affidavit is not required from its equity shareholders for

Page 8 of 11 the proposed scheme of amalgamation for the reason being that it was for

amalgamation of wholly own Subsidiary/Transferor Companies with a Parent

Transferee Company. The consent contemplated under Section 230(9) of the

Companies Act, 2013 was not required. And further it was argued that

because of the fact that the entire shares of the Transferor Company i.e. 1 to

5 are being held by the Transferee Company, as no new shares would be

issued filing of an affidavit as prescribed under Section 230(9) is not

required. This argument extended by the Learned Counsel for the Appellant

is not accepted by us. For the reason, being that the provisions contained

under Section 230(9) of the Companies Act, itself does not carve out any

specific exception that where the amalgamation is of wholly owned

Subsidiaries/Transferor Companies with a Parent Transferee Company no

such consent affidavit is required and that could be dispensed with for

holding of the meeting, cannot be made, to be accepted, to be exempted in

the instant case from fulfilling the conditions of Section 230 (9) of the Act.

11. The exercise of discretion from holding of meeting that, has to be

exercised judicially and particularly when the Ld. Tribunal found that calling

of meeting is necessary there could not be any rationality available with us to

take a contrary view from such view drawn by the Ld. Tribunal to hold to be

arbitrary because exercising of the discretion by the Ld. NCLT from calling

for holding of the meeting as per Section 230(9) of the Companies Act, 2013.

There cannot be any substitution of thought of avoidance of process of

holding of the meeting or furnishing of the consent for seeking of a

Page 9 of 11 dispensation. If we comparatively analyze the stand taken by the Appellant,

so far it relates to the dispensation with regards to the Transferor Companies

by the Ld. NCLT, Kolkata Bench vide its order dated 23.04.2026, we cannot

be oblivious of the fact that was done with the consent affidavit which was

furnished by 100% of the shareholders and unsecured creditors and because

of the fact that the Transferor Company did not had any secured creditors.

But so far as the Transferee Company is concerned because the same being

the listed company and has a substantial portion of its security held in

public at large the compliance of Section 230(9) of the Companies Act, was

mandatory.

12. Hence, the Ld. NCLT had rightly observed by grant of an alternative

relief claimed by the Appellant directing them to convene the meeting of

equity shareholders, secured creditors and unsecured creditors of the

Transferee Company through video conferencing and if it is done so, its

thereafter it was left open to move an application to proceed with further for

the grant of approval of scheme of amalgamation. Since declining to exercise

discretion from dispensing with the meeting of the Ld. Tribunal was based

upon a justified reason to meet the purpose of Section 230(9) of the

Companies Act, 2013, particularly owing to the configuration of the

shareholding of the Transferor Company. The Impugned Order does not

suffer from any apparent legal or factual vices, which could call for

interference by us while exercising our Appellate jurisdiction. For the reason

being that there is no immediate prejudice which has been caused to the

Page 10 of 11 appellant because, after holding of the meeting as directed by the order, it

has still left open to the Appellant to apply afresh. Hence, the Company

Appeal lacks merit and the same is accordingly dismissed.

[Justice Sharad Kumar Sharma] Member (Judicial)

[Arun Baroka] Member (Technical)

[Indevar Pandey] Member (Technical)

MT/RR

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