The merger aims to streamline corporate structure, enhance operational efficiencies, and strengthen financial health.
In a significant corporate restructuring move, the National Company Law Tribunal (NCLT), Mumbai Bench-I, has sanctioned the amalgamation of THPL Support Services Limited with Booker India Limited. The order, dated January 5, 2026, was delivered by the tribunal's technical member Shri. Prabhat Kumar and judicial member Shri Sushil Mahadeorao Kochey.
The Scheme of Amalgamation, as approved, is designed to consolidate the assets and liabilities of the wholly owned subsidiary, THPL Support Services, into its parent company, Booker India. This merger is expected to bring about numerous benefits, including streamlining the corporate structure, achieving cost savings, and improving operational efficiencies. The move is also anticipated to bolster the financial strength of the amalgamated entity, thereby enhancing shareholder and creditor value.
The tribunal emphasized that the amalgamation would not prejudice public interest or the rights of stakeholders, and it complies with sections 230 to 232 of the Companies Act, 2013. The appointed date for the amalgamation is set as July 1, 2025.
The tribunal's order also addresses the transfer of liabilities, stating that all liabilities of the amalgamating company, except those related to offences committed by officers before the merger, would be transferred to the amalgamated company. Furthermore, the Income Tax Department retains the liberty to scrutinize the scheme for any potential tax avoidance.
The comprehensive scheme includes provisions for rationalizing the capital structure of the amalgamated company, aligning it more closely with its business operations and asset base. The tribunal has directed the petitioner companies to comply with all statutory requirements, file the necessary documents with the Registrar of Companies, and dissolve the amalgamating company without winding up.
This decision marks a pivotal step in the corporate restructuring journey of these entities, promising to deliver enhanced growth opportunities and financial transparency.
Bottom Line:
Scheme of Amalgamation sanctioned between wholly owned subsidiary and parent company under Sections 230 to 232 of the Companies Act, 2013, ensuring protection of creditors, employees, and stakeholders' interests.
Statutory provision(s): Sections 230 to 232, 240 of the Companies Act, 2013
THPL Support Services Limited, (NCLT)(Mumbai Bench-I) : Law Finder Doc Id # 2833344
