NCLT Ahmedabad Approves Scheme of Amalgamation: Edme Insurance Brokers Limited with UIB Insurance Brokers (India) Pvt. Ltd.

Case Overview

Case Name: Edme Insurance Brokers Limited Vs UIB Insurance Brokers (India) Pvt. Ltd.
Court: NCLT Ahmedabad Bench
Case Number: CP (CAA) No. 7 (AHM) 2026 in CA (CAA) No. 52 of 2025
Date of Order: 30/07/2026
Appointed Date: 01.08.2025

Background of the Petition

The NCLT Ahmedabad Bench, by its order dated 30.07.2026, sanctioned the Scheme of Amalgamation filed jointly by M/s Edme Insurance Brokers Limited (Transferee Company) and M/s UIB Insurance Brokers (India) Pvt. Ltd. (Transferor Company). The petition was instituted under Sections 230 to 232 of the Companies Act, 2013, read with the Companies (Compromise, Arrangement and Amalgamations) Rules, 2016.

The registered office of the Transferee Company is situated in the State of Gujarat, falling within the territorial jurisdiction of the Registrar of Companies, Ahmedabad, and consequently within the jurisdiction of this Tribunal. A corresponding application was filed before the NCLT Mumbai Bench concerning the Transferor Company, which had already consented to and approved the proposed scheme, with notices duly issued in that regard.

The Boards of Directors of both petitioner companies had adopted and approved the Scheme of Amalgamation through Board Resolutions dated 19.08.2025, passed at their respective Board Meetings.

Procedural History

An earlier Company Application, being CA (CAA) No. 52 of 2025, was filed before this Tribunal. By an order dated 05.12.2025, the Tribunal allowed that application. In view of consent affidavits filed on behalf of the equity shareholders of all the applicant companies, meetings of equity shareholders were dispensed with. There being no secured creditors or preference shareholders in the Transferee Company, and with the Tribunal also dispensing with the meeting of unsecured creditors, the procedural prerequisites were substantially addressed at an early stage.

Pursuant to the order dated 20.01.2026, the petitioner companies published notice of the hearing in Financial Express (English edition) and Sandesh (Gujarati edition). Notices were also served upon the Regional Director (NWR), Registrar of Companies, the Jurisdictional Income Tax Authority along with the Principal Chief Commissioner of Income Tax, the Official Liquidator, and other applicable authorities. However, the Tribunal noted that a separate notice to the Insurance Regulatory and Development Authority of India (IRDAI) had not been issued at that stage.

Observations of the Regional Director and Registrar of Companies

Regional Director's Observations and Petitioners' Responses

Upon receipt of notice, the Regional Director (NWR) filed a representation/report dated 23.03.2026, accompanied by a report of the Registrar of Companies dated 17.02.2026. The petitioner companies responded through an affidavit dated 25.03.2026. The key observations and corresponding responses are summarised below:

a. Compliance with Section 232(3)(i) of the Companies Act, 2013

The RD directed the Transferee Company to comply with Section 232(3)(i) and pay any differential fee, if applicable. The petitioner companies undertook to comply, further stating that the authorised share capital of the Transferee Company would automatically stand increased upon filing of the requisite e-form INC-28 with the concerned Registrar of Companies, without any further act, instrument, or deed.

b. Accounting Treatment Post-Amalgamation

The RD observed that the accounting treatment for assets, liabilities, and reserves of the Transferor Company post-amalgamation was not clearly specified. In response, the Transferee Company undertook to give effect to the Scheme in its books of accounts in compliance with the applicable provisions of the Companies Act, 2013 and the relevant Indian Accounting Standards as notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015. It was further stated that accounting treatment relating to assets, liabilities, reserves, and goodwill, if any, arising pursuant to the amalgamation would be carried out in accordance with prescribed accounting principles. An Accounting Treatment Certificate issued by the statutory auditor was annexed to the response.

c. Regulatory Approval from IRDAI