Pranav B Prem

The National Company Law Tribunal (NCLT), Mumbai Bench, comprising K. R. Saji Kumar (Judicial Member) and Anil Raj Chellan (Technical Member), has sanctioned the Scheme of Amalgamation between Yatra Online Limited and six of its wholly owned subsidiaries under Sections 230 to 232 of the Companies Act, 2013. The petition was filed by the subsidiaries seeking approval for their amalgamation with the parent company, Yatra Online Limited, which operates the popular travel services platform yatra.com. The Tribunal pronounced its order on October 14, 2025, in C.P.(CAA)/125(MB)2025 read with C.A.(CAA)/219(MB)2024.

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Companies Involved

The approved scheme provides for the merger of the following six transferor companies into 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 Yatra Online Limited. The Appointed Date for the Scheme is April 1, 2024.

Scheme Details and Objective

The Boards of all applicant companies approved the Scheme on August 12, 2024. The Tribunal noted that since the transferor entities are wholly owned subsidiaries, there will be no issue or allotment of shares, and the share capital held by Yatra Online Limited in these companies shall stand cancelled upon the Scheme becoming effective. As stated in the order, the merger aims to “simplify the management, operational, and corporate structures of the companies to increase efficiencies and generate synergies.” The amalgamation is intended to consolidate similar or related businesses, reduce duplication of operations, and achieve economies of scale through pooling of resources and rationalization of multiple entities within the Yatra group.

Observations Of Regulatory Authorities

The Regional Director (Western Region) initially raised certain concerns, including the negative net worth of Yatra Corporate Hotel Solutions Private Limited and Yatra Online Freight Services Private Limited. In response, the applicant companies clarified that the financial statements were prepared on a going concern basis with continued financial support from the holding company. The applicants further submitted that there is no legal prohibition under the Companies Act, 2013, against mergers involving companies with negative net worth, relying on judicial precedent including the Supreme Court’s decision in Rajendra Prasad Gupta v. Prakash Chandra Mishra & Ors. The Tribunal accepted the explanation and observed that companies with negative net worth can undertake amalgamation in the absence of any express statutory bar.

The applicants also undertook to comply with all regulatory directions from BSE, NSE, SEBI, the Income Tax Department, and GST authorities, and confirmed that necessary notices under Section 230(5) had been served on all concerned authorities. The Tribunal recorded these undertakings in its order. The Official Liquidator, after reviewing the affairs of the transferor companies, reported that the businesses had not been conducted in a manner prejudicial to public interest or the interests of creditors. Following the applicant companies’ responses and undertakings, the Regional Director recorded satisfaction with the clarifications and raised no further objections.

Tribunal’s Findings

Upon considering the reports and submissions, the Bench found that all legal requirements under Sections 230–232 had been duly complied with. The order records that “from the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy.” The NCLT clarified that its approval does not restrict any statutory or regulatory authority from taking action in accordance with law and that tax and compliance issues, if any, may be pursued independently by the concerned authorities.

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Finding the Scheme to be fair, reasonable, and in the interest of the companies, their shareholders, and creditors, the NCLT Mumbai sanctioned the amalgamation of the six transferor companies with Yatra Online Limited. The Tribunal directed the companies to file a certified copy of the order and the approved Scheme with the Registrar of Companies, Maharashtra, within 30 days and also to submit the same to the Superintendent of Stamps within 30 working days for adjudication of stamp duty. The Appointed Date of the Scheme remains April 1, 2024, and the petition (C.P.(CAA)/125(MB)2025) was allowed and disposed of accordingly.

Appearance

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

For Regional Director: Company Prosecutor Gaurav Jaiswal

Cause Title: Yatra TG Stays Private Limited And Ors

Case No: C.P.(CAA)/125(MB)2025

Coram: K. R. Saji Kumar (Judicial Member), Anil Raj Chellan (Technical Member)