NCLT Delhi clears amalgamation of Indo Bevs Private Limited with Indospirit Beverages Private Limited: key findings

Overview of the NCLT proceedings

The National Company Law Tribunal, Principal Bench, New Delhi, approved a Sections 230 to 232 Scheme of Amalgamation whereby Indo Bevs Private Limited was merged into Indospirit Beverages Private Limited. The joint petition was moved under the Companies Act, 2013 read with the Companies (Compromises, Arrangements, Amalgamation) Rules, 2016. The Tribunal examined compliance with statutory requirements, considered reports of regulators, and ultimately sanctioned the Scheme subject to specific conditions and clarifications.

The Scheme fixed 01.04.2025 as the appointed date, and upon effectiveness, all assets, liabilities, contracts, employees and proceedings of the Transferor Company stand vested in or continued against the Transferee Company in line with the Scheme and applicable law.

Corporate background of the amalgamating entities

Transferor Company – Indo Bevs Private Limited

  • Indo Bevs Private Limited was incorporated as a private company under the Companies Act, 2013 on 16.02.2018.
  • Its registered office is situated at B-230, Okhla Industrial Area Phase-I, New Delhi-110020.
  • Details of its authorised, issued, subscribed and paid-up share capital as on 13.06.2025 were placed on record in the petition.

Transferee Company – Indospirit Beverages Private Limited

  • Indospirit Beverages Private Limited was originally incorporated under the Companies Act, 1956 on 07.01.2014 as “Bubbly Wines Private Limited”.
  • The name was subsequently changed to “Indospirit Beverages Private Limited” by a fresh Certificate of Incorporation dated 07.08.2015.
  • The company’s authorised, issued, subscribed and paid-up share capital as on 13.06.2025 was also set out in the petition.

Both entities maintain their registered offices in Delhi, conferring territorial jurisdiction on the NCLT Principal Bench, New Delhi.

Board approvals and appointed date

The Board of Directors of both Indo Bevs Private Limited (Transferor) and Indospirit Beverages Private Limited (Transferee) passed resolutions on 13.06.2025 unanimously approving the proposed Scheme of Amalgamation. Certified copies of these resolutions were submitted with the petition.

The Scheme specifies 01.04.2025 as the appointed date, i.e., the date from which the amalgamation takes effect for accounting and other purposes, subject to sanction and effectiveness as per the Companies Act, 2013.

First motion order and stakeholder meetings

Directions in first motion

In the first motion application C.A. (CAA) No. 79/ND/2025, by order dated 16.10.2025, the Tribunal issued the following directions:

  • For the Transferor Company (Indo Bevs Private Limited):

    • Meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors were dispensed with, in view of consent on record.

  • For the Transferee Company (Indospirit Beverages Private Limited):

    • Meetings of Equity Shareholders and Unsecured Creditors were dispensed with.
    • A meeting of Secured Creditors was ordered to be convened for considering and approving the Scheme, with or without modification.

Secured Creditor meeting

Pursuant to the Tribunal’s order:

  • The meeting of Secured Creditors of the Transferee Company was convened and duly held.
  • The Chairperson’s Report dated 28.11.2025 was filed before the Tribunal, confirming that the Secured Creditors had approved the Scheme of Amalgamation.

Thus, the requirement of approval under Section 230(6) stood satisfied on the basis of dispensation orders and the affirmative vote of the Secured Creditors.

Public notices and service on statutory authorities

In compliance with the first motion order:

  • Public advertisements were published in:
    • “Business Standard” (English, Delhi Edition); and
    • “Business Standard” (Hindi, Delhi Edition), both dated 09.01.2025.
  • Individual notices were served upon:
    • Regional Director (Northern Region), Ministry of Corporate Affairs;
    • Registrar of Companies, NCT of Delhi and Haryana;
    • Official Liquidator;
    • Jurisdictional Income Tax Department; and
    • Other concerned authorities, as directed.

Proof of publication and service was placed on record through an affidavit dated 14.01.2026.

Observations of Regional Director and clarifications by petitioners

The Regional Director (Northern Region) filed a report dated 25.03.2026, raising specific observations on the Scheme. The Petitioner Companies filed a detailed reply on 01.04.2026, addressing and undertaking to resolve each concern. The principal issues and responses are summarised below.

1. Status of Transferor Company and operational revenue

RD’s observation:
The audited financial statements for the year ended 31.03.2025 indicated nil operational revenue for two consecutive years in the Transferor Company, and the company had not applied for status as a Dormant Company under Section 455 of the Companies Act, 2013.

Petitioners’ clarification:

  • The Transferor and Transferee Companies are closely held, unlisted private group entities under common management and control.
  • Indo Bevs Private Limited is engaged in consultancy services relating to marketing and sales of alcoholic beverages, including strategy, brand positioning and promotional support. It had earned commission income during FY 2024-25, as reflected in the audited financial statements for the year ended 31.03.2025.
  • The Transferor Company remains an active company with assets, liabilities, debtors, creditors and ongoing business relationships.