Mumbai: NCLT Clears Path For Merger Of Sans CFS Limited With Hind Terminals
· Free Press Journal
Mumbai, May 11: The Mumbai bench of the National Company Law Tribunal (NCLT) has allowed a company application seeking directions for the proposed amalgamation of Sans CFS Limited with Hind Terminals Private Limited, enabling the merger process to move forward under Sections 230 to 232 of the Companies Act, 2013.
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NCLT clears procedural path for proposed merger
The tribunal was informed that Sans CFS Limited, the transferor company, is a wholly owned subsidiary of Hind Terminals Private Limited, the transferee company. The appointed date for the scheme has been fixed as April 1, 2026.
According to the application, the boards of both companies approved the scheme during meetings held in September and October 2025. Sans CFS is engaged in container freight station operations, logistics and cargo handling, while Hind Terminals operates and manages container terminals and freight stations in India and overseas.
The companies submitted before the tribunal that the proposed amalgamation would result in operational synergies, consolidation of business operations and improved utilisation of resources.
They stated that the merger would help reduce duplication in areas such as administration, accounts, taxation and compliance functions, while also leading to lower operational costs and productivity improvements.
Companies cite operational and financial benefits
The scheme further envisages pooling of management and administrative functions, consolidation of assets and liabilities, and reflecting the combined net worth of both entities in a single balance sheet.
The companies also argued that the merged entity would gain greater financial strength and flexibility, improving its ability to raise funds and leverage its asset base for future expansion.
The NCLT also exempted Hind Terminals from holding a meeting of its secured creditor after the sole secured creditor, having dues of over Rs 129 crore, submitted a consent affidavit supporting the scheme.
The tribunal further recorded that Sans CFS did not have any secured creditors.
Tribunal dispenses with creditor meetings
With regard to unsecured creditors, the tribunal noted that Sans CFS had 36 unsecured creditors with aggregate dues of approximately Rs 21.31 lakh, while Hind Terminals had 1,774 unsecured creditors with dues amounting to nearly Rs 191.14 crore as of January 31, 2026.
The companies contended that the scheme did not involve any compromise or sacrifice of claims of unsecured creditors and that the transferee company had a strong positive net worth.
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