The National Company Law Tribunal (NCLT), Kolkata Bench, has sanctioned the Scheme of Amalgamation between Warren Tea Limited (Transferor Company) and Maple Hotels & Resorts Limited (Transferee Company). This sanction, effective from November 05, 2026, marks a crucial step in the amalgamation process, which will be finalized upon filing the certified order with the Registrar of Companies. Both companies will now proceed with necessary steps, including fixing the record date for share allotment.
NCLT Sanctions Amalgamation Scheme
The National Company Law Tribunal (NCLT), Kolkata Bench, has officially sanctioned the Scheme of Amalgamation between Warren Tea Limited, acting as the Transferor Company, and Maple Hotels & Resorts Limited, the Transferee Company. This significant development was formalized by the NCLT’s order dated November 05, 2026.
Key Details of the Sanction
The certified copy of the NCLT’s order was received by Warren Tea Limited on November 11, 2026. The Scheme of Amalgamation will officially come into effect upon the filing of this certified true copy with the Registrar of Companies, Kolkata. The approved Scheme facilitates the integration of Warren Tea Limited into Maple Hotels & Resorts Limited.
Next Steps Post-Sanction
Following the NCLT’s approval, both Warren Tea Limited and Maple Hotels & Resorts Limited are set to undertake the necessary procedural steps. This includes the critical task of fixing the record date. This date will be instrumental in determining the shareholders of Maple Hotels & Resorts Limited who will be entitled to the allotment of equity shares as per the terms of the amalgamation Scheme.
Details of the Amalgamation
The amalgamation involves Warren Tea Limited (CIN: L01132WB1977PLC271413) as the Transferor Company and Maple Hotels & Resorts Limited (CIN: U70101WB2000PLC091582) as the Transferee Company. The Scheme was presented under Sections 230 to 232 of the Companies Act, 2013. The Appointed Date for the amalgamation is set as 1st April, 2025. The Scheme was approved by the respective Boards of Directors on 30th June, 2025.
Rationale for Amalgamation
The amalgamation is driven by several strategic objectives, including the unlocking of hotel business value for shareholders, better administrative control, and more efficient utilization of funds. Both companies belong to the same Promoter Group and share an associate relationship, providing a synergistic foundation for the merger. The combined entity aims to leverage assets and build a stronger, sustainable business, preventing cost duplication and enhancing operational efficiency.
Share Exchange
As per the Scheme, for every 1 (One) Equity Share of Rs. 10/- each held in Warren Tea Limited, shareholders will receive 1 (One) Equity Share of Rs. 10/- each in Maple Hotels & Resorts Limited, fully paid-up. The share exchange ratio was determined based on a valuation report issued by an independent Chartered Accountant.
Regulatory Filings and Approvals
The process involved extensive filings and compliance, including serving notices to statutory authorities, publication in newspapers, and obtaining approvals from the Stock Exchange and SEBI for listing and admission of shares. The NCLT order sanctioning the scheme is a key regulatory milestone.
Effective Date and Dissolution
The Scheme will be effective from the Appointed Date (1st April, 2025) and operative from the Effective Date, which is the date of filing the NCLT order with the Registrar of Companies. Upon the Scheme becoming effective, Warren Tea Limited shall be automatically dissolved without winding up.
Source: BSE
