NCLT Sanctions Scheme of Amalgamation for Vipul Limited and Five Wholly Owned Subsidiaries

NCLT Sanctions Scheme of Amalgamation for Vipul Limited and Five Wholly Owned Subsidiaries​

The National Company Law Tribunal (NCLT) has sanctioned the Scheme of Amalgamation, approving the merger of five wholly owned subsidiaries into Vipul Limited. The order, delivered on April 17, 2026, allows for the consolidation of the five subsidiaries' businesses and undertakings into the parent entity, Vipul Limited, thereby strengthening its operational platform and improving its overall financial structure.

The Tribunal passed the order under Sections 230 to 232 of the Companies Act, 2013, for Company Petition No. CP (CAA) 31/ND/2024, which connected with Company Application No. CA (CAA) 52/ND/2023.

Scope of the Amalgamation​

The scheme mandates the amalgamation of the following five wholly owned subsidiaries:

1. Abhipra Trading Private Limited
2. Graphic Research Consultants India Private Limited
3. United Buildwell Private Limited
4. Vineeta Trading Private Limited
5. Vipul Eastern Infracon Private Limited

These five transferor companies are amalgamated with Vipul Limited (the transferee company). The NCLT directed that the Scheme shall be binding on all concerned parties, including the transferor companies, the transferee company, their shareholders, and creditors.

The merger is effective from the Appointed Date of April 1, 2022.

Rationale for Consolidation​

The petitioner companies cited several reasons for the proposed amalgamation, stating it is in the interest of the ultimate shareholder of Vipul Limited. The key rationales include:

• Efficiency and Resource Pooling: Amalgamating the companies, which are engaged in similar lines of business such as infrastructure and real estate development, will allow for the pooling of resources, leading to overall economy and reduction in costs.
• Operational Enhancement: The merger will enable the management to enhance operations and create a focused platform for future growth by combining resources and leveraging combined assets.
• Governance Improvement: The consolidation is expected to improve organizational capacity and leadership by harnessing the diverse skills and vast experience of the workforce.

Financial and Statutory Implications​

The Tribunal's order addressed complex financial and statutory matters, confirming that the Scheme is viable despite pending liabilities.

The Official Liquidator (OL) report confirmed that the five transferor companies are directly or indirectly wholly owned subsidiaries of Vipul Limited. The report noted significant accumulated losses for the Transferee Company as of March 31, 2023.

A summary of the tax liabilities and losses noted in the proceedings includes:


The Tribunal clarified that all liabilities, whether existing or arising hereafter, pertaining to the Transferor Companies shall stand transferred to and be borne by Vipul Limited upon the Scheme becoming effective.

The order confirmed that the sanction of the Scheme does not prejudice the rights of tax authorities. The Transferee Company is liable to bear and pay all outstanding tax liabilities of the Transferor Companies as they become due, as determined by the competent tax forum.

Compliance and Effectiveness​

The NCLT noted that since all transferor companies are wholly owned subsidiaries of Vipul Limited, a No Objection Letter from the stock exchanges (BSE and NSE) was not required under SEBI (LODR) Regulations, 2015.

The Tribunal confirmed that all properties, rights, and entitlements of the transferor companies shall stand transferred to and vested in Vipul Limited. Furthermore, all employees of the transferor companies are deemed to have become employees of Vipul Limited with effect from the Appointed Date, retaining service and benefits on terms no less favorable than those previously provided.

VIPULLTD Stock Price Movement​

Vipul Limited shares shed 1.38% today, settling at ₹10.69 as trading closed in the post-market session. The stock saw a notable trading volume of 1.45 million shares.