The National Company Law Tribunal, Chandigarh Bench, in CP (CAA) No. 32/CHD/HRY/2024 (Second Motion), decided on 19.12.2025, sanctioned the scheme of amalgamation of Redbus India Pvt Ltd (Transferor Company) with MakeMyTrip (India) Pvt Ltd (Transferee Company) under Sections 230 to 232 read with Section 66 of the Companies Act, 2013. The scheme also involved a reduction of share capital of the Transferee Company.
The Scheme
Redbus India Pvt Ltd, the well-known online bus ticketing platform, is a wholly owned subsidiary of Ibibo Group Holdings (Singapore) Pte Ltd. MakeMyTrip (India) Pvt Ltd is held 70.63% by MakeMyTrip Limited (a company listed on NASDAQ) and 29.37% by Ibibo Group Holdings (Singapore) Pte Ltd. The scheme proposed the amalgamation of Redbus India with MakeMyTrip (India) and a consequent reduction of the share capital of the Transferee Company. The appointed date was originally fixed as 01.04.2024 but was subsequently amended to 01.01.2026, with the Tribunal’s permission, to avoid unnecessary revision of statutory records for the financial years 2024-25 and 2025-26. The share exchange ratio was fixed at 3,333 equity shares of the Transferee Company (face value Rs.10 each) for every 1,00,000 equity shares of the Transferor Company (face value Rs.10 each).
Regulatory Compliance
The Registrar of Companies raised observations concerning MGT-6 filings, BEN-2 compliance, emphasis of matter paragraphs in auditor reports, loans to related parties, outstanding statutory dues, and compliance with Section 232(3)(i) of the Act. The Petitioner Companies addressed each observation to the satisfaction of the Tribunal. The Official Liquidator filed a report confirming that the affairs of the companies had not been conducted in a manner prejudicial to the interests of members or the public. The Income Tax Department raised observations concerning pending demands of Rs.33,37,883 against Redbus India and assessment proceedings for multiple assessment years. The Petitioner Companies undertook that all tax liabilities, demands, and proceedings would be continued against the Transferee Company, and the Transferee Company would comply with all provisions of the Income Tax Act, 1961. The Income Tax Department’s counsel confirmed no objection to the scheme.
The Valuation
The Report on Valuation of Shares and Share Exchange Ratio was prepared by Nikhil Gupta, Registered Valuer (IBBI Registration No. IBBI/RV/03/2019/12540), dated 13.03.2024. The valuation was unanimously accepted by the Boards of Directors of both companies.
The Order
The Tribunal, being satisfied that the statutory requirements under Sections 230 and 232 of the Act and the applicable rules were met, and that the scheme was bona fide and in the interest of shareholders and creditors, sanctioned the scheme. The key directions included: upon the sanction becoming effective from the appointed date of 01.01.2026, the Transferor Company shall stand dissolved without undergoing winding up; all property, rights, liabilities, and duties of the Transferor Company shall vest in the Transferee Company; the Transferee Company shall allot shares to existing members of the Transferor Company as per the exchange ratio; all employees of the Transferor Company shall be deemed employees of the Transferee Company on terms no less favourable; and the certified copy of the order along with the scheme and schedule of assets shall be filed with the Registrar of Companies within 30 days.
Significance
The order is significant as it involves the consolidation of two prominent entities in the Indian online travel industry, Redbus and MakeMyTrip, both ultimately under the MakeMyTrip Limited (NASDAQ-listed) corporate umbrella. The Tribunal’s willingness to permit amendment of the appointed date from 01.04.2024 to 01.01.2026, relying on the MCA Circular dated 21.08.2019 allowing prospective appointed dates, is a useful precedent for schemes where significant time elapses between filing and final sanction.
Mrs. Munisha Gandhi, Senior Advocate, assisted by Ms. Salina Chalana, Advocate, appeared for the Petitioner Companies, i.e., M/s Redbus India Pvt Ltd and M/s MakeMyTrip (India) Pvt Ltd.