NCLT Mumbai Clears Yatra Online Ltd Subsidiaries' Merger With Parent Company

The National Company Law Tribunal (NCLT) at Mumbai, on Tuesday allowed a Scheme of Amalgamation involving Yatra Online Limited and six of its wholly owned subsidiaries.

A coram comprising Judicial Member K R Saji Kumar and Technical Member Anil Raj Chellan allowed a plea filed under Sections 230 to 232 of the Companies Act, 2013, by the subsidiaries seeking sanction of the merger scheme.

The scheme involves the amalgamation of the following six transferor companies with the transferee company, Yatra Online Limited

1. Yatra TG Stays Private Limited

2. Yatra Hotel Solutions Private Limited

3. Yatra For Business Private Limited**

4. Yatra Corporate Hotel Solutions Private Limited

5. Travel. Co. In Private Limited

6. Yatra Online Freight Services Private Limited

All six Transferor Companies are direct or indirect wholly owned subsidiaries of the transferee-Yatra Online Ltd. The registered offices of all companies are located in Maharashtra. The Appointed Date for the Scheme is April 1, 2024.

The Scheme was approved by the Boards of Directors of all Applicant Companies on August 12, 2024.

Since the Transferor Companies are wholly owned subsidiaries, there will be no issue or allotment of shares under the Scheme, and the share capital held by the Transferee Company in the Transferor Companies shall stand cancelled upon the Scheme becoming effective.

The Regional Director (Western Region) had initially raised certain concerns, including the negative net worth of Yatra Corporate and Yatra Online Freight Services. The Applicant Companies submitted that the financials were prepared on a going concern basis and there are no uncertainties. The tribunal took note of the absence of any legal bar under the Companies Act, 2013, against companies with negative net worth undertaking amalgamation.

Further, the Applicant Companies provided undertakings on compliance with various tax and other regulatory requirements, including with BSE, NSE, Income Tax Department and GST Authorities.

The Official Liquidator submitted that the affairs of the transferor companies had not been conducted in a manner prejudicial to public interest or the interests of creditors. The Regional Director accepted the responses and raised no further objections.

The tribunal concluded that the scheme is fair, reasonable, not in violation of any law, and not against public policy. It further clarified that the approval of the Scheme shall not prevent regulatory authorities from taking any action under applicable law.

The companies are directed to file a certified copy of the order with the Registrar of Companies within 30 days, and also to file the same with the Superintendent of Stamps within 30 working days for adjudication of stamp duty.

Case Title: YATRA TG STAYS PRIVATE LIMITED and Ors

Case Number: C.P.(CAA)/125(MB)2025

Appearances: 

For Applicant: Advocate Tanaya Sethi along with advocate Hemant Sethi.

For Regional Director: Company Prosecutor Gaurav Jaiswal

Click here to read/download order