NCLT Chennai Approves Scheme of Amalgamation of Augmento Labs Private Limited with Saksoft Limited

Overview of the Proceeding

The National Company Law Tribunal, Chennai Bench, sanctioned the Scheme of Amalgamation filed jointly by Augmento Labs Private Limited (the Transferor Company / First Petitioner) and Saksoft Limited (the Transferee Company / Second Petitioner) under Section 230 to Section 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The joint petition sought formal approval for the merger of the wholly owned subsidiary into its listed holding company, thereby consolidating the two entities into a single corporate structure.

First Motion: Dispensation of Meetings

The petitioner companies had previously filed a First Motion Application bearing CA (CAA)/73(CHE)/2025, seeking dispensation of meetings of members and creditors of both companies. The position regarding each category of stakeholders was as follows:

By an order dated 27.11.2025, the Tribunal dispensed with meetings of equity shareholders and unsecured creditors of both the Transferor and Transferee Companies. The Second Motion Petition for sanction of the Scheme was subsequently filed on 26.12.2025.

Rationale Behind the Amalgamation

The scheme document articulated the commercial justification for the amalgamation across several dimensions:

• Structural consolidation: Since Augmento Labs Private Limited is a wholly owned subsidiary of Saksoft Limited, the merger eliminates a redundant holding layer within the group.
• Operational efficiency: The combined entity is expected to benefit from economies of scale, streamlined cash flow management, and elimination of inter-corporate dependencies.
• Cost rationalisation: Reduction in administrative, managerial and overhead expenditure, along with elimination of duplicated regulatory and legal compliance requirements.
• Employee advancement: Employees of the Transferor Company are expected to gain access to improved career opportunities within a larger corporate platform, thereby enhancing productivity and morale.
• Stakeholder interest: The Board of Directors of both companies confirmed that the amalgamation serves the interest of shareholders, creditors and other stakeholders and is not prejudicial to the public at large.

Statutory Notices and Regulatory Responses

In compliance with the Tribunal's directions dated 21.01.2026, the petitioner companies issued statutory notices and made newspaper publications in Business Standard (English, All India Edition) and Makkal Kural (Tamil, Tamil Nadu Edition) on 07.02.2026. Notices were served on the following authorities:

1. Regional Director, Southern Region, Chennai — 04.02.2026
2. Registrar of Companies, Chennai — 04.02.2026
3. Income Tax Department — 04.02.2026
4. Official Liquidator — 04.02.2026

Report and Observations of the Regional Director

Observations Raised

The Regional Director (RD), Southern Region, submitted its report on 05.06.2026, raising observations on several aspects of the Scheme:

• Appointed Date: Clause 1.3 of the Scheme specifies the Appointed Date as 01st April 2026, with a flexibility provision allowing the Board or the Tribunal to fix an alternate date.
• Employee Protection: Clause 4.5 of the Scheme provides for seamless transfer of all employees of the Transferor Company to the Transferee Company on terms no less favourable than existing terms, with continuity of service and transfer of provident fund, gratuity, superannuation and retirement fund obligations.
• Cancellation of Shares: Clauses 6.1 and 6.2 provide that upon the Scheme becoming effective, shares of the Transferor Company held by the Transferee Company shall stand automatically cancelled without any further act or deed, with no fresh issue of shares or cash payment in lieu thereof.
• Accounting Treatment: Clause 7.1 prescribes accounting under the Pooling of Interest Method as per Ind AS 103 (Appendix C) — Business Combinations under Common Control — read with ITFG Bulletin 9, Issue 2.
• Dissolution: Clause 10 provides for dissolution of the Transferor Company without winding up upon the Scheme taking effect.
• ROC Chennai Report (dated 20.05.2026): The Registrar confirmed that both companies had filed financial statements and annual returns up to 31.03.2025, with no pending inquiry, inspection, investigation, complaint or prosecution. It also flagged that the independent auditors of the Transferee Company had noted investments in subsidiaries amounting to Rs. 2377 million (representing 46% of total assets as on 31.03.2025).
• Secured Creditor Discrepancy: The ROC noted that while the Chartered Accountant certified no secured creditor existed, one secured creditor charge appeared on the MCA21 portal, and directed that a No Objection Certificate / consent be obtained.
• BEN-2 Non-Filing: The RD observed that the Transferor Company had not filed Form BEN-2 in compliance with Section 90 of the Companies Act, 2013.
• Compliance Undertaking: The RD directed the companies to undertake compliance with Section 240 and Section 232(3)(i) of the Companies Act, 2013.

Petitioners' Response to RD Report

The petitioners filed their response on 23.06.2026, addressing each observation as follows: