NCLT Bengaluru Bench sanctions Scheme of Amalgamation of SPC International (India) Private Limited

NCLT Bengaluru Bench has sanctioned the Scheme of Amalgamation for SPC International (India) Private Limited, the Fourth Transferor Company.

Thu 1 Oct 2026

NCLT Bench

Bengaluru Bench

Order Pronounced

September 30, 2026

Petition Number

CP(CAA) 56/BB/2025

Appointed Date

01.04.2025

Scheme Effective On

update of certified copies of the orders with the jurisdictional Registrar of Companies

What has been sanctioned

The National Company Law Tribunal, Bengaluru Bench has sanctioned the Scheme of Amalgamation insofar as it relates to SPC International (India) Private Limited, the Fourth Transferor Company, whose registered office is in Karnataka. The order was pronounced on September 30, 2026 in CP(CAA) 56/BB/2025.

The company had earlier informed the exchanges about the order dated July 7, 2026 of the NCLT, Chennai Bench in CP(CAA)/57(CHE)/2025, which sanctioned the scheme for the other transferor companies. The Bengaluru Bench sanction was the one that was awaited, because the Fourth Transferor Company's registered office is in Karnataka.

The companies involved

• Mahogany Logistics Services Private Limited, the First Transferor Company
• TVS SCS Global Freight Solutions Limited, the Second Transferor Company
• White Data Systems India Private Limited, the Third Transferor Company
• SPC International (India) Private Limited, the Fourth Transferor Company
• Flexol Packaging (India) Limited, the Fifth Transferor Company
• TVS Supply Chain Solutions Limited, the Transferee Company

When it takes effect

The scheme shall become effective upon update of the certified copies of the said orders with the jurisdictional Registrar of Companies by the respective companies, with effect from the Appointed Date. As per the scheme, the Appointed Date means 01.04.2025, and the petition sought an order directing that the Appointed Date be fixed as 01.04.2025.

What happens to shareholders of the wholly owned subsidiaries

The Second, Third, Fourth and Fifth Transferor Companies are wholly owned subsidiaries of the Transferee Company. Under the scheme, all the equity shares held by the Transferee Company and its nominees in these transferor companies shall be cancelled and extinguished as on the Appointed Date. There will be no issue and allotment of equity shares of the Transferee Company to the shareholders of these wholly owned subsidiaries upon the scheme becoming effective.

As per the shareholders list attached to the last annual return shared as on 31.03.2025, the Transferee Company holds 99.98% of the equity shares of SPC International (India) Private Limited. The Fourth Transferor Company has 7 equity shareholders, and no secured creditors or unsecured creditors, as on 07.03.2025.

Consideration for the First Transferor Company

Upon the scheme coming into effect, and in consideration for the transfer and vesting of the undertaking of the First Transferor Company, the Transferee Company shall issue and allot 3,75,02,140 fully paid-up equity shares of Re.1 each to the equity shareholders of the First Transferor Company, in proportion to their holding. The board of the Fourth Transferor Company approved the scheme on 02.02.2024.

Financials of SPC International (India) Private Limited

• Revenue from operations of Rs.22,42,00,000 for the financial year ended 31.03.2024 and Rs.24,13,00,000 for the financial year ended 31.03.2025, with the company observed to be a going concern.
• Employee benefits expenses of Rs.3,79,00,000 as at 31.03.2025.
• Undisputed statutory dues of 0.58 crores, as per Note No. 38 of the financial statements for the year ending 31.03.2025.
• Total outstanding dues to Micro, Small and Medium Enterprises of Rs. 0.33 crores, as per Note No. 35 of the audited financial statements for the year ending 31.03.2025.

Employees

All executives, staff, workmen and employees in the service of the Transferor Companies immediately preceding the Effective Date shall become executives, staff, workmen and employees of the Transferee Company. Their services shall be treated as continuous and not interrupted by the transfer, and the terms and conditions after the transfer shall not be less favourable than those applicable immediately before it.

Costs

All costs, charges, taxes including duties, levies, stamp duty and other expenses in relation to the scheme shall be borne by the First Transferor Company and the Transferee Company proportionately.

Points raised in the reports of the authorities

The Regional Director shared a report along with the ROC report, and those observations are restricted to the Fourth Transferor Company. Among the points raised were that the fee difference under Section 232(3) of the Companies Act, 2013 be paid after setting off the fee already paid on the transferor company's capital; that compliance under Section 90 of the Act, including updates, be shown; that compliance in relation to preservation of books and papers, and the prescribed accounting treatment, be followed; and that the clause on the appointed date be amended wherever applicable. The reports also note that as per Clause 3.3 of Part II of the scheme the Appointed Date is 01.04.2023, and that since this is ahead by more than a year, justification was to be provided. It was further submitted that there are no open complaints and no prosecution.

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