Allcheckdeals India Private Limited & ... vs Idi Limited (2001 Scc Online Bom

Comp. App. (AT) No. 243 of 2026 (Arising out of Impugned Order dated 07.04.2026 passed by the National Company Law Tribunal, New Delhi Bench Court IV in Company Application No. CA (CAA) No. 62/ND/ 2025)

IN THE MATTER OF: Allcheckdeals India Private Limited Ground Floor 12A, 94, Meghdoot Building, Nehru Place, New Delhi - 110019, India ...Appellant No.1 Email: rajesh.aggarwal@naukri.com

AND

Axilly Labs Private Limited Ground Floor 12A, 94, Meghdoot Building, Nehru Place, New Delhi - 110019, India Email: rajesh.aggarwal@naukri.com ...Appellant No.2

AND

Diphda Internet Services Limited Ground Floor 12A, 94, Meghdoot Building, Nehru Place, New Delhi - 110019, India Email: rabab.zaidi@Naukri.com ...Appellant No.3

AND

Zwayam Digital Private Limited Ground Floor 12A, 94, Meghdoot Building, Nehru Place, New Delhi - 110019, India Email: Amit@naukri.com ...Appellant No.4

AND Comp. App. (AT) No. 243 of 2026

Info Edge (India) Limited Ground Floor 12A, 94, Meghdoot Building, Nehru Place, New Delhi - 110019, India Email: jaya.bhatia@infoedge.com ...Appellant No.5

Present: For Appellant(s) Mr. P. Nagesh, Sr. Advocate with Mr. Rajeev Kumar, Advocates.

JUDGEMENT

( 16 .07.2026)

NARESH SALECHA, MEMBER (TECHNICAL)

1. The present appeal is filed by the Appellants i.e. Allcheckdeals India

Private Limited, who is the Transferor Company 1 is the Appellant No.1 herein,

Axilly Labs Private Limited, who is the Transferor Company 2 is the Appellant

No.2 herein, Diphda Internet Services Limited, who is the Transferor Company 3

is the Appellant No.3 herein, Zwayam Digital Private Limited, who is the

Transferor Company 4 is the Appellant No.4 herein and Info Edge (India)

Limited, who is the Transferee Company is the Appellant no. 5 under section 421

of the Companies Act, 2013 ("Companies Act 2013") arising out of the order

dated April 07, 2026 passed by National Company Law Tribunal, ("the

Tribunal") New Delhi Bench Court IV in Company Application No. CA (CAA)

No. 62/ND/ 2025.

2. The Appellant No. 1, namely Allcheckdeals India Private Limited, was

incorporated on 01.08.2008 under the provisions of the Companies Act, 1956 and

Page 2 of 17 Comp. App. (AT) No. 243 of 2026

is engaged in providing brokerage services in the real estate sector. The Appellant

No. 2, Axilly Labs Private Limited, was incorporated on 26.11.2015 under the

Companies Act, 2013 and is engaged in providing technical assessment services

for recruitment and learning through its technical assessment platform

'doselect.com'. The Appellant No. 3, Diphda Internet Services Limited, was

incorporated on 13.06.2018 and is engaged in providing internet, computer and

electronic data processing services. The Appellant No. 4, Zwayam Digital Private

Limited, incorporated on 27.05.2015, is engaged in providing SaaS-based

sourcing, screening and end-to-end recruitment solutions. The Appellant No. 5,

Info Edge (India) Limited, is the Transferee Company incorporated on

01.05.1995 and is a listed company engaged in providing online and offline

services through various digital platforms including Naukri.com,

Jeevansathi.com, 99acres.com, Shiksha.com, iimjobs.com and Quadrangle.com.

3. The Appellants submitted that all four Transferor Companies are wholly

owned subsidiaries of the Transferee Company and, therefore, the proposed

Scheme of Amalgamation involves only a merger of wholly owned subsidiaries

with their holding company.

4. The Appellants stated that the respective Boards of Directors of all the

Appellant Companies approved the Scheme of Amalgamation by passing Board

Resolutions dated 05.02.2025 and thereafter jointly filed the First Motion

Application being C.A. (CAA) No. 62/ND/2025 before the Tribunal on

15.07.2025 seeking appropriate directions under Sections 230 to 232 of the

Page 3 of 17 Comp. App. (AT) No. 243 of 2026 Companies Act, 2013 seeking dispensation of the meetings of the equity

shareholders, secured creditors and unsecured creditors of all four Transferor

companies as well as the Transferee Company.

5. The Appellants contended that the Scheme did not contemplate issuance of

any shares by the Transferee Company since all the Transferor Companies are

wholly owned subsidiaries of the Transferee Company. It was further submitted

that there was no compromise or arrangement proposed with the shareholders or

creditors of the Transferee Company and no variation whatsoever in the rights or

interests of any shareholder or creditor of the transferee company.

6. The Appellants submitted that the assets of the Transferee Company are

more than sufficient to discharge all its liabilities towards the creditors of all four

Transferor Companies. The Appellants further submitted that the audited

financial statements as on 31.03.2025 demonstrate that each of the Applicant

Companies possesses a positive net worth. It was stated that the net worth of

Transferor Company No. 1 i.e. Allcheckdeals India Private Limited stood at

₹13,07,92,820, Transferor Company No. 2 i.e. Axilly Labs Private Limited at

₹58,78,11,171, Transferor Company No. 3 i.e. Diphda Internet Services

Limited at ₹26,21,41,92,595, Transferor Company No. 4 i.e. Zwayam Digital

Private Limited at ₹18,26,10,221, while the Transferee Company i.e. Info Edge

(India) Limited had an exceptionally strong net worth of ₹2,77,01,31,45,853. The

Appellants contended that the positive financial position and substantial asset

base of all the companies, particularly the Transferee Company, clearly establish

Page 4 of 17 Comp. App. (AT) No. 243 of 2026

that the interests of the shareholders and creditors would remain fully safeguarded

under the proposed Scheme of Amalgamation and that no prejudice would be

caused to any stakeholder.

7. The Appellants further submitted that in view of the aforesaid facts, no

consent affidavits from the shareholders or creditors of the Transferee Company

were required to be obtained, as the Scheme neither affected their legal rights nor

altered their commercial interests.

8. The Appellants stated that the Tribunal, by order dated 18.11.2025, took

the written submissions on record and reserved the matter for orders. It was

submitted that after delay of nearly five months, the Impugned Order dated

07.04.2026 came to be pronounced.

9. The Appellants contended that although the Tribunal granted all the

dispensations sought by the Transferor Companies, it nevertheless directed the

Transferee Company to convene meetings of its equity shareholders, secured

creditors and unsecured creditors without assigning any reasons whatsoever and

without recording any finding that the rights or interests of any stakeholder were

likely to be prejudiced.

10. The Appellants submitted that the principal issue arising in the present

Appeal is whether, in a Scheme of Amalgamation involving wholly owned

subsidiaries and their holding company, where no shares are proposed to be

issued, no compromise or arrangement is contemplated with the shareholders or

creditors of the Transferee Company and no stakeholder rights are altered, the

Page 5 of 17 Comp. App. (AT) No. 243 of 2026

Tribunal could nevertheless direct the convening of meetings of the stakeholders

of the Transferee Company.

11. The Appellants contended that the Tribunal failed to exercise the latitude

vested in it under Sections 230 to 232 of the Companies Act, 2013 in accordance

with the settled legal position. It was submitted that the expression "may"

occurring in Section 232 clearly confers discretion upon the Tribunal to dispense

with meetings where the circumstances of the case so warrant.

12. The Appellants submitted that the settled legal position is that meetings of

shareholders and creditors of the Transferee Company can be dispensed with

where the amalgamation is between a holding company and its wholly owned

subsidiaries, no fresh shares are issued, no compromise or arrangement is

proposed with stakeholders and the rights of shareholders and creditors remain

completely unaffected.

13. The Appellants further relied upon the judgment of this Appellate Tribunal

in Patel Engineering Limited & Ors. v. NCLT (Company Appeal (AT) No.

137 of 2021) decided on 22.12.2021. The Appellants submitted that this

Appellate Tribunal categorically held that where amalgamation is between a

holding company and its wholly owned subsidiary, no fresh shares are issued, no

reorganisation of share capital takes place and the rights of shareholders and

creditors remain unaffected, the meetings of equity shareholders, secured

creditors and unsecured creditors may validly be dispensed with. The Appellants

Page 6 of 17 Comp. App. (AT) No. 243 of 2026

further submitted that the Tribunal also held that obtaining ninety percent consent

affidavits from unsecured creditors is not mandatory in such circumstances.

14. The Appellants contended that identical relief has also been granted by the

Tribunal, in many similar matters including in Vipul Limited & Ors. CA( CAA)-

5 2/ND/2023 by order dated 05.03.2024, Sheela Foam Limited & Ors.

C.A.(CAA)-115/ND/2022 by order dated 08.02.2023. The Appellants stated that

this Appellate Tribunal in Ambuja Cement Limited Co. Appeal (AT) No. 19 of

2021 by judgment dated 06.04.2021, dispensed with meetings of shareholders

and creditors on substantially similar facts.

15. The Appellants further submitted that the Hon'ble Bombay High Court in

Mahaamba Investments Limited vs IDI Limited (2001 SCC OnLine Bom

1174 : (2001) 105 Comp Cas 16 : (2001) 45 CLA 152) has held that where no

new shares are proposed to be issued by the Transferee Company and the

financial position of the company demonstrates that its assets exceed its

liabilities, the Scheme does not adversely affect either the members or creditors

of the Transferee Company and, therefore, separate proceedings by the

Transferee Company may not even be necessary.

16. Concluding arguments, the Appellants requested this Appellate Tribunal to

allow this appeal and set aside the Impugned Order only to the limited extend

where the transferee company has been mandated to convene meeting of

shareholders, secured creditors and unsecured creditors.

Page 7 of 17 Comp. App. (AT) No. 243 of 2026

FINDINGS

17. This Appeal arises from the Impugned order dated 07.04.2026 on a first-

motion application filed by the Appellants under Sections 230 to 232 of the

Companies Act, 2013 in relation to the Scheme of Amalgamation of

Allcheckdeals India Private Limited, Axilly Labs Private Limited, Diphda

Internet Services Limited and Zwayam Digital Private Limited with Info Edge

(India) Limited.

18. By the impugned order, the Tribunal dispensed with the meetings of the

shareholders / debenture holders / preference shareholder and creditors of all four

transferor companies on the basis of consent affidavits or absence of creditors,

but, in relation to the transferee company, directed convening of meetings of its

equity shareholders, secured creditors and unsecured creditors. The operative part

concerning the transferee company merely states that, "considering the

circumstances of this case," such meetings shall be convened, followed by

consequential directions regarding chairperson, scrutinizer, quorum, notices,

publication and voting.

19. The material facts are not in dispute. The impugned order records that the

transferor companies are wholly owned subsidiaries of the transferee company.

It also records that the board resolutions of all applicant companies approving the

scheme were placed on record.

Page 8 of 17 Comp. App. (AT) No. 243 of 2026

20. We take note that the transferor companies are wholly owned subsidiaries

of the transferee company; all shares of the transferor companies are owned by

the transferee company; the transferee company is not proposing any arrangement

or compromise with its shareholders and creditors; no shares will be issued

pursuant to the amalgamation. It is therefore clear that the rights of the

shareholders and creditors of the transferee company will not be affected.

21. It is also noted that as on 31.03.2025, the transferee company had 1,93,534

equity shareholders, 3 secured creditors and 37 unsecured creditors. The Tribunal,

thereafter, fixed quorum for the meetings of the transferee company at 96,770

equity shareholders, 2 secured creditors and 19 unsecured creditors in the

Impugned order, as stipulated in para 19 (E).

22. We note that the net worth of the transferee company as on 31.03.2025 was

positive and stood at whopping Rs. 2,77,01,31,45,853/-. The first-motion

application stated that the assets of the transferee company were more than

sufficient to meet its liabilities and that no prejudice would be caused to any of

its creditors or members.

23. The challenge in the present appeal is confined to that part of the impugned

order which directs convening of meetings of the equity shareholders, secured

creditors and unsecured creditors of the transferee company. Thus, limited issue

before us is adjudicating whether, in a scheme of amalgamation of all four wholly

owned subsidiaries with their holding company, meetings of shareholders and

creditors of the transferee company are required to be convened notwithstanding

Page 9 of 17 Comp. App. (AT) No. 243 of 2026

the admitted position that no shares are to be issued and no compromise or

arrangement is proposed with them.

24. We also need to adjudicate whether the discretion or otherwise under

Sections 230 to 232 of Companies Act, 2013 was exercised in accordance with

law when the impugned order records the material facts supporting dispensation

but gives no reasons for directing meetings of the transferee company.

25. We take into consideration that Sections 230 to 232 of the Companies Act,

2013 govern compromises, arrangements and amalgamations. The Section 232

of the Companies Act, 2013 provides discretion on the Tribunal in regard to

directing or dispensing with meetings where the facts justify such dispensation.

However, we need to appreciate that statutory discretion is not unstructured. It

must be exercised on relevant considerations, including whether the proposed

scheme affects rights of shareholders or creditors, whether any compromise or

arrangement is proposed with them, whether any new shares are to be issued or

share capital reorganised, and whether the financial position of the transferee

company discloses possible prejudice to creditors or members. These are the very

considerations ought to have been reflected in the Impugned order, which is not

the case herein.

26. In the present case, every material circumstance that weighed in favour of

dispensation qua the transferee company: the transferor companies are wholly

owned subsidiaries of the transferee company; no shares are to be issued by the

transferee company under the scheme; and the applicants' case was that no

Page 10 of 17 Comp. App. (AT) No. 243 of 2026

arrangement or compromise with the transferee company's shareholders or

creditors was proposed and their rights would not be affected. Once those

foundational facts stood established, the Tribunal was required either to dispense

with the meetings or to record cogent reasons as to why, despite these facts,

meetings were still necessary in the interest of any affected class. The impugned

order contains no such reasoning. The expression "considering the circumstances

of this case" is conclusory; it does not disclose what circumstance distinguished

the transferee company from the judicial precedents of the Tribunal itself along

with this Appellate Tribunal and higher courts. It also does not identify any

prejudice, risk, variation of rights, restructuring of capital, impairment of debt, or

other legal basis necessitating meetings of shareholders and creditors of the

transferee company.

27. We need to appreciate that the absence of reasons is contrary to the very

factual premises recorded in the order, reasons become indispensable because

they alone show that the discretion has been exercised judicially and not

arbitrarily. On the face of the impugned order, no reason is forthcoming for

treating the transferee company differently after recording that no shares are to

be issued and no compromise with its stakeholders is proposed.

28. This Appellate Tribunal in its own earlier order dated 22.12.2021 in M/s

Patel Hydro Power Private Limited (Company Appeal (AT) No. 137 of 2021)

state that where the amalgamation is between a holding company and its wholly

owned subsidiary, no new shares are issued, no reorganisation of share capital

Page 11 of 17 Comp. App. (AT) No. 243 of 2026

occurs, and the rights of secured and unsecured creditors are not affected,

meetings of equity shareholders, secured creditors and unsecured creditors can be

dispensed with. The relevant portion of the said judgement reads as under:

"10. It is seen that Section 232(1) of the Companies Act, 2013 uses the word 'may' which introduces an element of discretion to the Tribunal to be exercised in the interest of justice in appropriate situations. It is evident from the aforesaid citations that the High Courts have exercised this discretion dispensing with the requirement of convening the meetings, if the Bench is satisfied in all respects. Section 232 is a specific provision carved out by the Legislature when both conditions maintained in clauses (a) and (b) of subSection (1) of Section 232 are met. In the instant case the amalgamation sought for is between a Wholly Owned Subsidiary and the Holding Company. The point which needs to be noted is whether such an arrangement alters the rights of the Stakeholders of the Company; whether such an amalgamation has any bearing internally on Creditors/Members of both the Companies; whether not holding the subject meeting would amount to violation of any of the provisions of the Companies Act, 2013; whether the Tribunal can exercise their discretion when the 'Transferor Company' is a Wholly Owned Subsidiary of the 'Transferee Company' and financial position of the 'Transferee Company' is positive and the merger is not affecting the rights of the Shareholders or the Creditors.

11. The material on record establishes that the 'Transferee Company' is a Wholly Owned Subsidiary of the 'Transferor

Page 12 of 17 Comp. App. (AT) No. 243 of 2026

Company' and there is no issuance of any new shares and therefore there is no reorganization of share capital and consequently no arrangement wherein Shareholders have to compromise with Creditors of the 'Transferor Company'.

12. To reiterate, we observe that the rights and liabilities of Secured and Unsecured Creditors were not getting affected in any manner by way of the proposed scheme as no new shares are being issued by the 'Transferor Company' and no compromise is offered to any Secured and Unsecured Creditors of the 'Transferee Company'. Therefore, we are of the considered view that when the 'Transferor and Transferee Company' involve a parent Company and a Wholly Owned Subsidiary the meeting of Equity Shareholders, Secured Creditors and Unsecured Creditors can be dispensed with as the facts of this case substantiate that the rights of the Equity Shareholders of the 'Transferee Company' are not being affected. Therefore, we hold that obtaining 90% consent Affidavits from its unsecured Creditors is not required keeping in view the facts of the attendant case.

13. For all the aforenoted reasons we allow this Appeal and set aside the Order of NCLT with respect to directions regarding dispensation of meetings of Equity Shareholders and Creditors only."

(Emphasis supplied)

29. We also take into consideration another judgement passed by this

Appellate Tribunal in case of Ambuja Cements Limited (Company Appeal (AT)

No. 19 of 2021) which reads as under:

Page 13 of 17 Comp. App. (AT) No. 243 of 2026

"29. From the perusal of the pleadings it is amply clear that the Appellant Company is a 100% holding of its Subsidiary i.e. the transferor Company. Therefore, there is no issuance of any new shares, there is no reorganisation of share capital of the Appellant Company and no arrangement wherein shareholders have to compromise with creditors of the Transferor Company. Further, we have also seen that the net worth of the Appellant Company is highly positive in compare to the net worth of the Transferor Company.

39. In view of the forgoing reasons we set aside the order of the Learned NCLT dated 10.12.2020 in CA (CAA) No. 50 of 2020.Accordingly, we dispense with the meetings of the Equity shareholder, Secured and Unsecured Creditors of the Appellant Company. The matter is remanded back to the NCLT for further Consideration."

(Emphasis supplied)

30. In case of Mahamba Investments Limited (Supra), it was held by Hon'ble

Bombay High Court that for the principle that where no new shares are to be

issued by the transferee company and the scheme does not affect its members,

and where the creditors are not likely to be affected in view of the financial

position of the transferee company, insistence on separate procedural steps may

not be warranted.

31. In the present appeal before us, the scheme reinforce the absence of

prejudice since the transferor companies are wholly owned subsidiaries of the

transferee company, the transferee company would not be required to issue and

Page 14 of 17 Comp. App. (AT) No. 243 of 2026

allot any shares to the shareholders of the transferor companies and that liabilities

of the transferor companies would stand transferred to and vested in the transferee

company, and the transferee company's assets were sufficient to meet such

liabilities.

32. It has been brought to our notice that the scheme does not include reduction

of share capital under Section 230(2)(b) of the Companies Act, 2013 and is not a

corporate debt restructuring scheme for the purposes of Section 230(2)(c) of the

Companies Act, 2013 and that no inspection, inquiry or investigation was pending

against any applicant company. These undisputed circumstances are all consistent

with the appellants' submission that no class interest of the transferee company

required protection through a meeting in the facts of the case.

33. The tribunal's directions to hold meetings of 1,93,534 equity shareholders

with a quorum of 96,770, along with notice, publication, chairperson and

scrutinizer arrangements, imposed a substantial procedural burden. Procedure

under Sections 230 to 232 of the Companies Act, 2013 exists to protect affected

classes, not to generate avoidable formality where the Impugned order itself

records that there are no alteration of rights and no issuance of shares. We are

therefore of the clear opinion that directing the Transferee Company to convene

meetings of equity shareholders, secured creditors and unsecured creditors,

together with compliance with quorum requirements, publication of notices and

other procedural formalities, imposes substantial procedural, financial and

logistical burdens upon the company. Such directions would only result in

Page 15 of 17 Comp. App. (AT) No. 243 of 2026

unnecessary delay and avoidable expenditure without conferring any meaningful

protection upon the stakeholders, whose legal and commercial rights admittedly

remain unaffected.

34. We are conscious of the fact that the Tribunal certainly retains jurisdiction

to direct meetings if the facts disclose possible prejudice or if the scheme involves

a compromise or arrangement with the relevant class. But where the impugned

order records the contrary facts and yet gives no reason for overriding them, the

direction cannot be sustained. We are of considered opinion that judicial

discretion must operate on intelligible criteria and must be accompanied by

reasons, especially when the result departs from binding or persuasive precedents

cited before the Tribunal.

35. This Appellate Tribunal accordingly holds that, in the present case, in the

scheme of amalgamation between wholly owned subsidiaries i.e. all four

transferor companies and their holding company (transferee company), where the

transferee company is not issuing shares, is not propounding any compromise or

arrangement with its own shareholders or creditors, and the rights of those

stakeholders are not shown to be affected, the Tribunal has jurisdiction to

dispense with meetings of the shareholders and creditors of the transferee

company.

36. The impugned order does not record any legal or factual reason for

nevertheless directing meetings of the equity shareholders, secured creditors and

unsecured creditors of the transferee company. The exercise of discretion against

Page 16 of 17 Comp. App. (AT) No. 243 of 2026

the transferee company, without reasons and without dealing with the authorities

cited by the appellants, is unsustainable in law.

37. The appeal is allowed. The impugned order dated 07.04.2026 passed by

the Tribunal is set aside to the limited extent it directs convening / holding of

meetings of the equity shareholders, secured creditors and unsecured creditors of

Info Edge (India) Limited, the transferee company, the Appellant 5 herein. As a

result, we further hold that, in the facts of the present case, the requirement of

convening meetings of the equity shareholders, secured creditors and unsecured

creditors of the transferee company stands dispensed with. The remaining parts

of the impugned order, insofar as they concern the transferor companies are left

undisturbed.

38. The appeal before us, stand disposed of in the above terms. No order as to

costs.

[Justice Mohammad Faiz Alam Khan] Member (Judicial)

[Naresh Salecha] Member (Technical)

Sim

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