The Chandigarh Bench of the National Company Law Tribunal, by an order dated 13.08.2026 in CA (CAA) No. 21/Chd/Hry/2026, allowed the first motion application of Alternicq Limited (formerly Manjushree Technopack Limited) in a Scheme of Amalgamation under which Al Lenarco Midco Limited, a company incorporated in Mauritius, is to merge into the Indian applicant company. The Tribunal held that the requirement of prior approval of the Reserve Bank of India under Rule 25A of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 stood satisfied by the deemed approval under Regulation 9 of the Foreign Exchange Management (Cross Border Merger) Regulations, 2018. It dispensed with the meetings of shareholders and secured creditors and directed meetings of the unsecured creditors.
The Scheme
The applicant company, incorporated in 1987 and now registered in Haryana, manufactures, exports and supplies rigid plastic packaging products. The Mauritius transferor company holds 92% of its equity share capital. The Scheme was filed under Sections 230 to 232 read with Section 234 of the Companies Act, 2013, which governs mergers between Indian and foreign companies.
On amalgamation, the applicant company is to issue 8,68,11,980 equity shares of Rs. 2 each to the shareholders of the transferor company, on the basis of a valuation report dated 26.05.2026 of a Registered Valuer. The stated rationale is to simplify the group’s holding structure by reducing the number of legal entities, and to reduce administrative, managerial and other common expenditure. The transferor company will be dissolved without winding up under Mauritius law. The Appointed Date is the Effective Date, or such other date as the companies agree in writing.
Rule 25A and Deemed RBI Approval
Rule 25A permits a foreign company to merge with an Indian company after obtaining the prior approval of the Reserve Bank of India, and subject to compliance with Sections 230 to 232 and 234 of the Act. Regulation 9 of the FEMA (Cross Border Merger) Regulations, 2018, notified as FEMA.389/2018-RB dated 20.03.2018, provides that a cross-border merger undertaken in accordance with those Regulations shall be deemed to have the prior approval of the Reserve Bank for the purposes of Rule 25A. It also requires a certificate of compliance from the Managing Director or Whole-time Director and the Company Secretary to accompany the application to the Tribunal.
The applicant company placed on record such a certificate dated 19.06.2026, signed by its Whole Time Director and Company Secretary, confirming that the Scheme complies with the Regulations. On the strength of that certificate and the deemed approval under Regulation 9, the Tribunal held that all necessary compliance with Rule 25A had been made.
Meetings of Shareholders and Creditors
The applicant company had 2,020 equity shareholders, one preference shareholder, 7 secured creditors and 1,246 unsecured creditors with an aggregate outstanding debt of Rs. 2,62,14,87,180. Consent affidavits were filed by equity shareholders holding 94.34% in value, by the sole preference shareholder and by all the secured creditors. The Tribunal accordingly dispensed with the meetings of the equity shareholders, the preference shareholder and the secured creditors.
As no consents had been obtained from the unsecured creditors, the Tribunal directed that their meetings be convened in hybrid mode, with remote e-voting kept open for three days. It directed that the unsecured creditors be classified into related and non-related parties, with reference to Section 2(76) of the Act, and that each class meet separately. The quorum for each class was fixed at 10 in number or creditors holding 25% in value of the debt in that class, whichever is higher. The Scheme would be approved only if a majority in number representing three-fourths in value of each class, present and voting, votes in its favour, as required by Section 230(6).
Other Directions
The Tribunal appointed a Chairperson and a Scrutinizer for the meetings, and directed advertisement of the meetings in English and Hindi dailies, with notice in Form CAA 2 to the unsecured creditors at least one month before the meetings. It also directed the Income Tax Department to examine the share swap, and the consideration for the acquisition of assets under the Scheme, during the second motion. The application was allowed, with liberty to file the second motion petition.
Mrs. Munisha Gandhi, Senior Advocate, with Ms. Salina Chalana, Mr. Vaibhav Sharma and Mr. Harit Narang, Advocates, appeared for the Applicant Company, i.e., M/s Alternicq Limited.