Scheme involving transfer of real estate and solar power undertakings approved under Companies Act, 2013; tax and statutory compliance emphasized
In a significant ruling dated September 10, 2026, the National Company Law Tribunal (NCLT), Chandigarh Bench, sanctioned the scheme of arrangement filed by Matrix Clothing Private Limited (Demerged Company) for the demerger of its real estate and solar power generation undertakings into its wholly owned subsidiary, Matrix Park Private Limited (Resulting Company). The decision was delivered by the bench comprising Mr. Khetrabasi Biswal, Member (Judicial), and Mr. Shishir Agarwal, Member (Technical).
The petition, filed under Sections 230 to 232 read with Section 66 of the Companies Act, 2013, sought approval for the transfer of the "Demerged Undertaking" along with related assets, liabilities, contracts, and employees to Matrix Park Private Limited. The scheme also included the consequent reduction and cancellation of pre-demerger share capital of the Resulting Company.
The NCLT noted that the scheme complied with the statutory requirements prescribed under the Companies Act, 2013. The Tribunal was satisfied that the arrangement was bona fide and not prejudicial to the interests of shareholders or creditors. The Tribunal also observed that all necessary regulatory approvals, including the consent affidavits from equity shareholders and creditors, were duly obtained.
The Regional Director and Registrar of Companies submitted reports confirming no pending prosecutions or complaints against either company and recommended that the Resulting Company be directed to discharge any future liabilities arising from the Demerged Undertaking in accordance with Section 240 of the Companies Act. The Income Tax Department granted conditional no-objection certificates subject to compliance with relevant tax provisions including Sections 2(19AA) and 47 of the Income Tax Act, 1961. The Petitioners gave an undertaking to adhere to these conditions.
The Tribunal explicitly clarified that the sanction does not exempt the companies from payment of stamp duty, taxes, or any other statutory charges and that the Income Tax Department retains the right to examine any tax liabilities arising from the scheme. It further emphasized that any statutory or regulatory non-compliance discovered later would not be shielded by the sanction.
Under the sanctioned scheme, all assets, liabilities, contracts, licenses, and employees related to the Demerged Undertaking are to stand transferred to the Resulting Company from the appointed date of October 1, 2025. Equity shareholders of Matrix Clothing Private Limited will receive fully paid equity shares in Matrix Park Private Limited on a one-to-one basis. The entire pre-demerger share capital of the Resulting Company held by the Demerged Company will be cancelled without requiring any change in the company's name.
The order mandates the filing of certified copies of the sanction order and scheme with the Registrar of Companies and the Stamp Authorities for compliance within stipulated timelines. The Tribunal also allowed any interested persons to apply for directions necessary to give effect to the scheme.
This ruling is a notable example of corporate restructuring facilitating operational focus and specialization by segregating distinct business undertakings under the corporate umbrella while ensuring full statutory compliance and protection of stakeholder interests.
Bottom Line:
Companies Act, 2013 - Scheme of Arrangement involving demerger of "Demerged Undertaking" of Matrix Clothing Private Limited into its wholly-owned subsidiary Matrix Park Private Limited sanctioned by NCLT - Compliance with statutory requirements under sections 230 to 232 of the Companies Act, 2013, and other applicable provisions ensured - Scheme held bona fide and not against the interest of shareholders and creditors.
Statutory provision(s):
Companies Act, 2013 Sections 230, 231, 232, 240, 66; Income Tax Act, 1961 Sections 2(19AA), 47
