The National Company Law Tribunal (NCLT), Chandigarh Bench (Court-1), has sanctioned the Scheme of Amalgamation of Redbus India Private Limited (Transferor Company) with MakeMyTrip (India) Private Limited (Transferee Company) under Sections 230-232 and Section 66 of the Companies Act, 2013 (“Act”), holding that the Scheme is bona fide, in compliance with statutory requirements and in the interest of the shareholders and creditors.
The Petition arose from a Joint Second Motion Petition filed by Redbus India Private Limited and MakeMyTrip (India) Private Limited seeking sanction of the Scheme of Amalgamation. During the First Motion Application, the Tribunal vide Order dated July 4, 2024 waive the requirement of meeting of the Equity Shareholders and creditors. In the Second motion proceedings, the Tribunal directed the petitioners to notify statutory and regulatory authorities and also to publish a public notice in Business Standard and Jansatta.
The Tribunal, comprising Khetrabasi Biswal (Member) and Shishir Agarwal (Member), noted that all the regulatory authorities and statutory authorities were satisfied with the explanation and raised no objection to the amalgamation. The tribunal further held that the change in the Appointment Date to January 1, 2026, was legally permitted and in accordance with MCA Circular No. F.7/12/2019-CL-I dated August 21, 2019, which allows a prospective appointed date. The Tribunal observed that the statutory requirements under Sections 230–232 of the Act were fully satisfied after reviewing the valuation report, share exchange ratio, auditor’s certificates, and compliance with accounting standards under Section 133 of the Act.
Accordingly, the scheme was approved with a direction that upon the scheme becoming effective, Redbus India Private Limited shall stand dissolved without winding up and all assets, liabilities, legal proceedings, employees, tax matters as well as statutory benefits would stand transferred to and vest in MakeMyTrip (India) Private Limited in accordance with applicable laws. The grant of sanction by this Tribunal does not mean an exemption from payment of stamp duty, taxes or any other statutory dues.
Appearances:
For the Petitioner Companies: Senior Advocate Munisha Gandhi, along with Advocate Salina Chalana, Sanjeev Jain, and Soumiljit Singh Gill.
For the Income Tax Department: Senior Standing Counsel Varun Issar
For the RD/ROC: AROC Deepmala Bagri
For the OL: Advocate Edward Augustine,
