NCLT Chennai Sanctions Amalgamation of Four ICL Group Companies with India Cements

March 9, 2026 : The National Company Law Tribunal (NCLT), Chennai Bench, has approved a Scheme of Amalgamation involving four group entities ICL Financial Services Limited, ICL International Limited, ICL Securities Limited and India Cements Infrastructures Limited—with The India Cements Limited, holding the consolidation to be beneficial and not prejudicial to stakeholders.

The order was passed by a Division Bench comprising Member (Judicial) Sanjiv Jain and Member (Technical) Venkataraman Subramaniam on 9 March 2026.

The joint company petition was filed under Sections 230 to 232 of the Companies Act, 2013, seeking approval of the scheme for merger of the transferor companies into the transferee company, The India Cements Limited. The Tribunal noted that the scheme aimed at consolidating the assets and liabilities of the transferor entities into the holding company to achieve operational synergies, improved financial strength and streamlined corporate structure.

As recorded in the order (pages 7–8), the rationale for the scheme included pooling of resources, efficient utilisation of capital, reduction of compliance burden and simplification of legal entities within the group.

During the first motion stage, the Tribunal had dispensed with meetings of shareholders and creditors of the transferor companies and certain creditors of the transferee company, while directing convening of meetings of equity shareholders and unsecured creditors of the transferee company. The Chairperson’s report confirmed that the stakeholders of the transferee company had approved the scheme.

Pursuant to Tribunal directions, notices were issued to statutory authorities including the Regional Director, Registrar of Companies, Income Tax Department, Official Liquidator, SEBI, NSE, BSE and GST authorities. Reports were filed raising specific observations, particularly regarding employee protection, appointed date, pending charges and statutory compliance. The petitioner companies submitted undertakings addressing these concerns, including assurance of no retrenchment of employees and compliance with applicable laws.

The Tribunal also took note of disclosures relating to pending proceedings involving the transferee company and attachment of certain assets by the Enforcement Directorate, clarifying that such proceedings would continue in accordance with law and would not be affected by the scheme (pages 11–13).

Importantly, the Tribunal recorded that the transferor companies are wholly owned subsidiaries of the transferee company, and therefore no consideration would be issued. The share capital held by the transferee company in the transferor companies would stand cancelled upon the scheme becoming effective.

After examining the scheme, statutory reports and undertakings, the Tribunal held that the arrangement is “prima facie beneficial” and does not adversely affect the interests of shareholders or creditors (page 19).

Approving the scheme, the Tribunal directed that:

• All assets, rights, liabilities and obligations of the transferor companies shall vest in the transferee company without further act or deed
• All pending proceedings involving the transferor companies shall continue against the transferee company
• Employees shall be transferred without interruption of service and on existing terms
• The appointed date of the scheme shall be 1 January 2025
• The transferee company shall comply with stamp duty, tax and regulatory requirements as applicable
• A certified copy of the order must be filed with the Registrar of Companies within 30 days

The Tribunal clarified that its sanction does not grant exemption from statutory dues, taxes or regulatory compliances.

Accordingly, the company petition was allowed.

Case Details:
Case Title: ICL Financial Services Limited & Ors. with The India Cements Limited
Case No.: CP(CAA)/74(CHE)/2025 in CA(CAA)/55(CHE)/2025
Bench: Sanjiv Jain (Member Judicial) and Venkataraman Subramaniam (Member Technical)