The Chandigarh Bench of the National Company Law Tribunal, by an order dated 16.09.2026 in CP (CAA) No. 13/CHD/HRY/2026, sanctioned a Scheme of Arrangement (Demerger) between ITPG Developers Private Limited (the Demerged Company) and ITPG Developers Phase-II Private Limited (the Resulting Company) under Sections 230 to 232 of the Companies Act, 2013, without first requiring the approval of the SEZ authorities. The Demerged Company is the developer of an IT/ITES Special Economic Zone in Gurgaon, and the Scheme transfers its Phase-II Business Undertaking to the Resulting Company. The Tribunal accepted that the SEZ approval may be obtained after sanction, and that the Scheme will take effect only once that approval is received.
The Scheme and the First Motion
The Scheme contemplates that, on becoming effective, the Resulting Company will issue 6 equity shares of Rs. 10 each, credited as fully paid-up, for every 10 fully paid-up equity shares of Rs. 10 each held in the Demerged Company. This Share Entitlement Ratio was supported by a valuation report dated 23.01.2026 issued by a Registered Valuer.
By the First Motion order dated 22.04.2026, the Tribunal dispensed with the meetings of shareholders and creditors of the Demerged Company on the basis of consents, and of the shareholders of the Resulting Company, which had no creditors. Notice of the Second Motion Petition was then served on the Regional Director, the Registrar of Companies, the Income Tax Department, the SEZ Authority and the GST Authorities, and published in newspapers.
SEZ Approval After Sanction
The Registrar of Companies, noting that the Demerged Company is the confirmed developer of notified SEZ land, asked whether the SEZ Authority’s NOC had been obtained. The Petitioner Companies stated that the Scheme and notices had been served on the Development Commissioner, Noida SEZ, and the SEZ Board of Approval. Relying on Instruction No. 109 dated 18.10.2021 issued by the Department of Commerce and on an order dated 28.02.2023 of the NCLT, Bengaluru Bench in CP (CAA) No. 18/BB/2022, they submitted that in a court-approved demerger the requisite SEZ approval may be obtained after sanction of the Scheme.
The structure of the Scheme supported this course. Clause 1.3 defines the Appointed Date to mean the Effective Date, and Clause 1.15 defines the Effective Date as the later of the filing of the certified sanction order with the Registrar of Companies and the receipt of the requisite approval under the Special Economic Zones Act, 2005. The Tribunal directed accordingly that the Effective Date shall occur only on fulfilment of both conditions, the later of the two being the Effective Date.
Negative Net Asset Value and the Share Entitlement Ratio
The carve-out financial statements of the Phase-II Business Undertaking as on 31.12.2025 showed total assets of Rs. 429.42 crore and total liabilities of Rs. 511.10 crore, a negative net asset value of approximately Rs. 81.68 crore. The Petitioner Companies submitted that these were book values which did not by themselves prejudice creditors, and relied on the underlying income-generating commercial assets and on the precedent of the demerger of ITC Limited. On the Share Entitlement Ratio, they pointed out that the Resulting Company’s shareholding mirrors that of the Demerged Company, so that the economic interests of shareholders are not affected by the ratio.
The Regional Director and the Income Tax Department stated at the hearing on 21.08.2026 that they had no further objection in view of the replies and undertakings filed. The GST Department filed no report, and the Petitioner Companies undertook to remain liable for GST proceedings and compliances. The Tribunal held that the observations of the statutory authorities stood adequately addressed and that no impediment remained to sanction.
Safeguards in the Sanction Order
The sanction was accompanied by express safeguards. The Tribunal clarified that sanction does not dispense with any approval, registration or mutation required under the Special Economic Zones Act, 2005 or in respect of leasehold and other rights in immovable property, and grants no exemption from stamp duty, taxes or other statutory charges. It further recorded that the order does not determine the tax treatment or tax neutrality of the transaction under the Income-tax Act, 1961. Tax proceedings for periods before the Appointed Date, and those relating to the residual business, remain enforceable against the Demerged Company, while those arising afterwards in relation to the transferred undertaking may be enforced against the Resulting Company.
The Petitioner Companies were directed to file a certified copy of the order with the Registrar of Companies within 30 days, and the Petition was allowed.
Mr. Vaibhav Sharma, Advocate, appeared for the Petitioner Companies, i.e., M/s ITPG Developers Private Limited and M/s ITPG Developers Phase-II Private Limited.