Case Details
- Case Title: In Re: Fashnear Technologies Private Limited (now Meesho Private Limited) and Meesho Inc., and Others
- Tribunal: National Company Law Tribunal (NCLT), Bengaluru Bench
- Order Date: 27 May 2025
- Applicable Law: Sections 230–232, Companies Act, 2013
- Nature of Scheme: Composite Scheme of Arrangement involving Amalgamation and Demerger (Reverse Flip)
- Parallel Jurisdiction: Delaware Court, United States
Facts of the Case
Meesho Inc., a Delaware-incorporated entity established in 2016 and backed by Y Combinator, filed a petition before the NCLT Bengaluru Bench on 13 August 2024 seeking approval for a reverse flip of its corporate domicile from the United States to India. The proposed Composite Scheme provided for the amalgamation of Meesho Inc. into its Indian subsidiary, Fashnear Technologies Private Limited, along with a simultaneous demerger of the grocery and core e-commerce undertakings into two resultant companies—Meesho Grocery Private Limited and Meesho Technologies Private Limited.
The restructuring was undertaken as part of Meesho’s preparation for a proposed USD 1 billion initial public offering on Indian stock exchanges. The company contended that the overwhelming majority of its users, sellers, logistics partners, and revenue-generating activities were based in India, and that aligning the holding structure with operational reality would enhance governance, regulatory efficiency, and investor confidence. The scheme incorporated two distinct appointed dates—one for amalgamation and another for demerger—supported by judicial precedents.
During scrutiny, objections were raised by the Registrar of Companies, the Regional Director of the Income Tax Department, and the Reserve Bank of India. These included concerns regarding compliance with Delaware General Corporation Law, FEMA regulations on unutilized inward remittances, SEBI and CCI procedural requirements, disputed GST dues, and outstanding MSME liabilities.