NCLT Mumbai Approves Timezone's Merger Plan To Consolidate Leisure And Entertainment Business

The National Company Law Tribunal (NCLT) at Mumbai on Thursday approved the merger of Leisure and Allied Industries India Private Limited with arcade operator Timezone Entertainment Private Limited, allowing the group to consolidate its family entertainment and leisure business under a single company.

A bench of Judicial Member K R Saji Kumar and Technical Member Anil Raj Chellan held that the amalgamation met all legal requirements, observing that the “Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy, considering that no objection has so far been received from any authority, creditors, members, or any other stakeholders”

Timezone Entertainment operates indoor family entertainment centres across India, offering arcade games, bowling and other recreational attractions in shopping malls and commercial complexes.

The companies told the tribunal that the merger would result in operational synergies and cost efficiencies, as both entities operate in similar lines of business and are under common management.

Under the approved scheme, Leisure and Allied Industries will merge into Timezone Entertainment. As the entire share capital of the Leisure is already held by Timezone, no new shares will be issued.

Existing cross-holdings will stand cancelled, leading to a reduction in the paid-up share capital of Timezone Entertainment without any diminution of liability or prejudice to stakeholders.

The tribunal recorded that the boards of directors of both companies approved the scheme through resolutions passed on August 22, 2024. At the first motion stage on March 3, 2025, the tribunal dispensed with meetings of equity shareholders and secured and unsecured creditors, taking note of the group structure and the consents placed on record.

At the second motion stage, the Regional Director raised concerns relating to protection of creditor interests, compliance with accounting standards and adherence to tax requirements. The companies, in a reply dated November 3, 2025, undertook to comply with all statutory requirements, following which the Regional Director stated that it had no objection to the scheme.

The Official Liquidator, in a report dated November 3, 2025, confirmed that the affairs of the transferor company had not been conducted in a manner prejudicial to public interest or the interests of creditors. The Income Tax Department reserved its right to take action in accordance with law but did not object to the amalgamation.

Finding that the scheme complied with all statutory requirements, the tribunal sanctioned the merger and directed the companies to file a certified copy of the order and the approved scheme with the Registrar of Companies within 60 days. The Registrar has been directed to dissolve the transferor company.