NCLT New Delhi Directs Creditor and Shareholder Meetings in Avinya Batteries–PPAP Automotive Amalgamation
Background and Overview
The National Company Law Tribunal, New Delhi Bench, recently took up a joint petition filed by two companies — Avinya Batteries Limited (the Transferor Company) and PPAP Automotive Limited (the Transferee Company) — seeking procedural directions for the approval of a proposed Scheme of Amalgamation. The application was moved under Sections 230 to 232 of the Companies Act, 2013, read alongside the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
The Tribunal's order, at this stage, does not constitute a final sanction of the amalgamation. Rather, it sets out the procedural roadmap — including the convening of meetings of various stakeholder classes — that must be followed before the Scheme can be placed before the Tribunal for final approval.
The Applicant Companies: Corporate Profile
Avinya Batteries Limited – Transferor Company
Avinya Batteries Limited was incorporated on 01.01.2015 under the provisions of the Companies Act, 2013 as an unlisted public limited company. Its registered office is situated at 54, Okhla Industrial Estate, Phase III, New Delhi – 110020. The company's principal business activity involves the manufacturing of Li-Ion based battery pack solutions catering to the 2-wheeler and 3-wheeler segments of the automotive industry, along with energy storage systems and industrial power solutions.
PPAP Automotive Limited – Transferee Company
PPAP Automotive Limited is a listed public limited company, originally incorporated under the Companies Act, 1956, with its Certificate of Incorporation dated 18.10.1995. The company's registered office is also located at 54, Okhla Industrial Estate, Phase III, New Delhi – 110020. It is engaged in the manufacturing of sealing systems, interior and exterior injection moulded products for the automotive sector.
Both applicant companies filed their respective Memoranda and Articles of Association along with their latest audited financial statements for the financial year ending March 31, 2026.
Board Approvals and Scheme Details
The respective Boards of Directors of the two companies approved the proposed Scheme of Amalgamation through separate board meetings held on 05.05.2026 (Applicant Company No. 1) and 11.05.2026 (Applicant Company No. 2). Certified copies of the relevant board resolutions were placed on record before the Tribunal.
The appointed date specified under the Scheme is 01.04.2026.
Both companies submitted before the Tribunal that the proposed Scheme is not detrimental to the interests of their respective shareholders and creditors, and that it would, in fact, be commercially beneficial to all stakeholders.
The applicant companies also confirmed through statutory auditor certificates that the proposed accounting treatment under the Scheme is in conformity with
Section 133of the Companies Act, 2013.
Additionally, both companies stated on record that no proceedings for inspection, inquiry, or investigation were pending against either of them at the time of filing the petition.
Stakeholder Composition and Consent Status
A key consideration before the Tribunal was the extent of consent received from various classes of stakeholders, which determines whether their meetings need to be convened or can be dispensed with.
Transferor Company – Avinya Batteries Limited
| Stakeholder Class | Number | Consent Affidavits Filed |
|---|---|---|
| Equity Shareholders | 7 | Yes – 100% |
| Secured Creditors | 4 | None |
| Unsecured Creditors | 66 | None |