Source Commercial Private Limited & Anr vs The Registrar Of Companies Nct Of Delhi & ...

Source Commercial Pvt. Ltd. & Anr. ...Appellant(s)

Versus

Registrar of Companies, NCT of Delh & Haryana & ...Respondent(s) Anr.

Present:

For Appellant(s) : Adv. Manoj Kumar Garg, Adv. Rajesh Agarwal, Adv. Shivam Garg, Advocates.

For Respondent(s) : Appearance not marked.

ORDER

(HYBRID MODE)

07.01.2026: This appeal is against an impugned order dated 04.11.2025

passed by Ld. NCLT, New Delhi whereby the Learned NCLT had dismissed the

company merger application during first motion while imposing a cost of

Rs. 1 Lakh to be deposited in the Prime Minister's National Relief Fund.

2. The Appellant No.1 company is a Transferor Company and Appellant

No.2 is a Transferee Company and both have sought merger and amalgamation

under sections 230-232 and other applicable provisions of the Companies Act,

2013. However, during the first motion the Learned NCLT vide its impugned

order had observed the Appellant company has not exercised due diligence in 2

filing the merger application as First Motion. It was further held there are

inconsistencies in the number of unsecured creditors of Appellant No.1

company and in the number of secured and unsecured creditors of Appellant

No.2 companies which goes to the roots of the matter and affect the veracity of

the disclosures made before the Learned NCLT. Though, the Learned Counsel

for the Appellant submits they have corrected their mistakes but admittedly

NOC(s) from shareholders and other stakeholders were obtained earlier on a

scheme presented then hence we do not find any fault in the impugned order

and it would be appropriate if the fresh application is filed in accordance with

law.

3. In case such fresh application is filed, we request the Learned NCLT to

dispose of such application within three weeks from the date of listing of such

application (First Motion). In the circumstances so explained, the cost of

Rs. 1 Lakhs, as was imposed in the impugned order, is waived.

4. Appeal is disposed of in terms of above.

[Justice Yogesh Khanna] Member (Judicial)

[Mr. Ajai Das Mehrotra] Member (Technical)

MT/RR