NCLT New Delhi Sanctions Amalgamation of Masibus Automation with Sonepar India, Confirms Appointed Date as April 1, 2024

March 3, 2026 : The National Company Law Tribunal (NCLT), New Delhi Bench, has sanctioned the scheme of amalgamation of Masibus Automation and Instrumentation Private Limited with Sonepar India Private Limited, approving the intra-group consolidation aimed at enhancing operational and financial efficiency.

The order, pronounced on March 3, 2026, was passed by a Bench comprising Judicial Member Bachu Venkat Balaram Das and Technical Member Reena Sinha Puri while allowing the second motion petition filed under Sections 230–232 of the Companies Act, 2013.

The petition was moved by Sonepar India Private Limited, the transferee company, seeking approval of the scheme of amalgamation with Masibus Automation and Instrumentation Private Limited, the transferor company, along with their respective shareholders and creditors. The Tribunal noted that the boards of both companies had duly approved the scheme. It also recorded that the transferee company held the entire share capital of the transferor company, except for one share held by its ultimate holding company.

Rationale and Benefits of the Scheme

As placed before the Tribunal, the amalgamation is intended to consolidate business operations, unlock synergies, and improve financial efficiency. The companies submitted that the merger would:

• Enable economies of scale and cost savings
• Eliminate duplication of administrative and regulatory compliances
• Strengthen operational capabilities and resource utilization
• Facilitate business expansion and improve access to financing
• Enhance shareholder value and benefit employees and creditors

The Tribunal took note that the integration would provide a stronger and more focused base for the transferee company to expand its operations in a competitive market environment.

Regulatory Compliance and Observations

Pursuant to first motion directions, the NCLT had dispensed with meetings of equity shareholders and creditors of the transferee company. Notices were issued to statutory authorities including the Regional Director (Northern Region), Registrar of Companies, Income Tax Department, and Official Liquidator, and were duly published in newspapers.

The Regional Director raised observations regarding compliance under the Foreign Exchange Management Act (FEMA), the appointed date, and MSME disclosures. In response, the transferee company undertook to comply with FEMA requirements, justified the appointed date of April 1, 2024 in line with MCA General Circular No. 09/2019, and confirmed filing of Form MSME-1 with requisite disclosures.

The Income Tax Department reported no objection to the scheme but reserved its right to initiate proceedings or recover dues in accordance with law. The Official Liquidator, despite service of notice, did not file any report or appear before the Tribunal.

Tribunal’s Findings and Directions

After examining the scheme and reports, the Tribunal held that the arrangement was not prejudicial to the interests of shareholders or creditors and appeared beneficial to all stakeholders. Finding that all statutory requirements had been complied with, the Bench sanctioned the scheme.

The NCLT issued the following key directions:

• The transferor company shall stand dissolved without winding up
• All assets, rights, liabilities, and obligations shall vest in the transferee company
• Pending legal proceedings shall continue against the transferee company
• Employees of the transferor company shall continue without break in service
• The appointed date of April 1, 2024 stands confirmed

The Tribunal also clarified that the sanction does not exempt the companies from payment of stamp duty, taxes, or other statutory compliances. Additionally, the transferee company must file annual compliance statements in Form CAA-8 until full implementation of the scheme.

Case Details:
Case Title: Masibus Automation and Instrumentation Private Limited with Sonepar India Private Limited
Case No: CP (CAA) No. 59(ND)/2025 connected with CA (CAA) No. 40(ND)/2025