Mumbai: The National Company Law Tribunal (NCLT) Mumbai Bench-I has approved the amalgamation of Ralin Network Services Private Limited, a computer software developer for the travel industry, with Veena Patil Hospitality Private Limited. Veena World is known for its travel services, providing both international and domestic tours.
Tribunal Notes Fairness and Compliance
The order, passed by a bench comprising Member (Technical) Prabhat Kumar and Member (Judicial) Sushil Mahadeorao Kochey, sanctioned the scheme of amalgamation after noting that all statutory compliances were duly fulfilled and that the scheme was fair, reasonable, and not against public policy.
Merger Effective from April 2024
The appointed date for the merger is April 1, 2024, and both companies approved the scheme through board resolutions on November 29, 2024. According to the petition, “the merger aims to consolidate businesses, create operational synergies, optimize resources, and strengthen the financial base of the combined entity.”
No Objections from Stakeholders
The tribunal observed that there were no objections from creditors, regulators, or any other stakeholders. Reports from the Regional Director (Western Region) and the Official Liquidator confirmed that the affairs of the transferor company had been conducted properly.
Compliance Directions Issued
The NCLT directed that Ralin Network Services Private Limited will be dissolved without winding up, and the merged entity must file the order and scheme with the Registrar of Companies in Form INC-28 within 30 days. Additionally, the companies are required to lodge the order with the Superintendent of Stamps within 60 days for adjudication of stamp duty, if applicable.
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Tax Authorities Free to Examine Liabilities
The tribunal also clarified that the Income Tax Department and GST authorities are free to examine tax liabilities arising from the amalgamation and take necessary action as per law.
