NCLT Approves Demerger of Freecharge Payment Technologies

Scheme of Arrangement Sanctioned Between Freecharge Payment Technologies and Freecharge Business and Technology Services

In a significant development, the National Company Law Tribunal (NCLT) Chandigarh Bench has approved the Scheme of Arrangement for the demerger between Freecharge Payment Technologies Private Limited and Freecharge Business and Technology Services Limited. The decision was delivered on December 10, 2025, by the bench comprising Mr. Khetrabasi Biswal, Member (Judicial) and Mr. Shishir Agarwal, Member (Technical).

The petition, filed under Sections 230 to 232 of the Companies Act, 2013, sought the Tribunal's sanction for the proposed demerger, which had already received the approval of shareholders and creditors. The scheme had faced no sustainable objections from regulatory authorities including the Registrar of Companies, the Income Tax Department, and GST authorities.

The appointed date for the demerger was set as July 1, 2024, aligning with the beginning of the second quarter of the financial year. The Tribunal found the justification for the appointed date satisfactory.

The Tribunal emphasized that while the scheme is approved, it does not exempt the involved companies from statutory dues such as stamp duty and taxes. The Income Tax Department retains the right to examine tax implications and take action if tax avoidance is detected.

The decision ensures that all employees of the Demerged Company will transition to the Resulting Company with continuity of service and unchanged terms. The assets and liabilities of Freecharge Payment Technologies will be transferred to Freecharge Business and Technology Services, binding all parties involved.

While granting the order, the Tribunal made it clear that the scheme’s sanction does not imply any exemptions from statutory compliance and urged all regulatory authorities to act upon the certified order. The Resulting Company is directed to comply with the necessary statutory filings within stipulated timelines.

This decision marks a crucial step for Freecharge in streamlining its operations and potentially enhancing focus on distinct business functions post-demerger.

Bottom Line:

Approval of Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013, between Freecharge Payment Technologies Private Limited (Demerged Company) and Freecharge Business and Technology Services Limited (Resulting Company) in compliance with statutory requirements and subject to conditions.

Statutory provision(s): Sections 230 to 232 of the Companies Act, 2013

Freecharge Payment Technologies Private Limited, (NCLT) : Law Finder Doc Id # 2821489