The National Company Law Tribunal (NCLT), New Delhi Bench, has pronounced the Order approving the Scheme of Amalgamation between IAC International Automotive India Private Limited (Transferor) and Lumax Auto Technologies Limited (Transferee) on February 18, 2026. The NCLT dispensed with the requirement to hold meetings for shareholders and most creditors of both entities, citing the 100% subsidiary status and positive post-merger net worth. The appointed date for the scheme is set for October 1, 2025.
NCLT Sanctions Amalgamation Scheme
Lumax Auto Technologies Limited (the Transferee Company) announced that the Hon’ble National Company Law Tribunal (NCLT), New Delhi Bench, today, February 18, 2026, passed the Order sanctioning the Scheme of Amalgamation involving IAC International Automotive India Private Limited (the Transferor Company).
Scheme Details and Timeline
The Scheme of Amalgamation was proposed under Sections 230-232 of the Companies Act, 2013. The Tribunal noted that the appointed date for the Scheme implementation is specified as October 1, 2025. Furthermore, the Tribunal confirmed that the proposed accounting treatment aligns with the provisions of Section 133 of the Companies Act, 2013.
Dispensation of Meetings Approved
The NCLT order grants significant relief by dispensing with the requirement to convene meetings for various stakeholders based on the established facts:
Applicant Company No. 1 (Transferor – IAC International Automotive India)
- Equity Shareholders: Dispensed with, as 7 equity shareholders representing 100% voting share provided consent affidavits.
- Preference Shareholders: Dispensed with, as 1 preference shareholder (100% voting share) provided consent.
- Secured Creditors: Dispensed with, as 2 secured creditors representing 100% of the total debt provided consent.
- Unsecured Creditors: Dispensed with for those providing consent (comprising 92.83% of the total debt). However, the company is directed to serve individual notices to the remaining Unsecured Creditors not on record.
Applicant Company No. 2 (Transferee – Lumax Auto Technologies)
The requirement to convene meetings for Equity Shareholders, Secured Creditors, and Unsecured Creditors is dispensed with, based on the grounds discussed, primarily because the Transferor Company is a wholly owned subsidiary of the Transferee Company. As there are Nil Preference Shareholders, no meeting was required.
Legal Precedent and Financial Health
The Applicant Companies relied on the precedent set by the Hon’ble NCLAT in the Ambuja Cements Ltd. case. The Tribunal acknowledged that no fresh shares are proposed to be issued, and the Scheme does not reduce or extinguish any debts owed to creditors. Crucially, a certified copy of the post-scheme financial position confirmed that the net worth of the Transferee Company will remain positive following the merger.
Compliance Directives
In addition to dispensing with stakeholder meetings, the application mandates that notice of the order must be served on several statutory and regulatory bodies, including the Regional Director (MCA) and the Registrar of Companies (ROC). The application has been allowed and disposed of on these terms.
Source: BSE
