Transferor Company Dissolved Without Winding Up; Rights and Liabilities Transferred to Transferee Company
In a significant decision, the National Company Law Tribunal (NCLT) Chandigarh Bench has sanctioned the Scheme of Amalgamation between HPCL-Mittal Pipelines Limited (Transferor Company) and HPCL-Mittal Energy Limited (Transferee Company) under Sections 230 to 232 of the Companies Act, 2013. The Tribunal's order, dated December 19, 2025, confirmed that the Transferor Company will be dissolved without the need for winding up, consolidating its rights, liabilities, employees, contracts, and obligations into the Transferee Company.
The decision comes after a comprehensive review and approval process, including unanimous support from unsecured creditors of the Transferor Company. The scheme, effective from the appointed date of April 1, 2024, was deemed compliant with all statutory requirements and accounting standards. Notably, the NCLT highlighted that the amalgamation would not affect the tax treatment of the involved entities under the Income Tax Act, 1961.
The Tribunal's order mandates that all contracts and employees of the Transferor Company will be seamlessly integrated into the Transferee Company, ensuring continuity without any interruption of service. Additionally, all statutory dues are to be cleared by the Transferee Company, with the scheme not exempting it from any statutory compliance or dues.
The Income Tax Department and the Official Liquidator raised no objections to the proposed scheme, following satisfactory responses from the petitioner companies addressing concerns regarding deferred tax liabilities and compliance with statutory filings.
This ruling underscores NCLT's commitment to facilitating corporate restructuring while ensuring compliance with legal and regulatory frameworks. The decision is expected to streamline operations and enhance the strategic positioning of HPCL-Mittal Energy Limited in the energy sector.
Bottom Line:
Scheme of Amalgamation under Sections 230 to 232 of Companies Act, 2013 approved by NCLT - Transferor Company dissolved without winding up - Rights, liabilities, employees, contracts, and obligations transferred to Transferee Company.
Statutory provision(s): Companies Act, 2013 Sections 230 to 232, Income Tax Act, 1961 Section 72A, Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, National Company Law Tribunal Rules, 2016
HPCL-Mittal Pipelines Limited, (NCLT)(Chandigarh Bench) : Law Finder Doc Id # 2833356
