The Board of Directors of Ahluwalia Contracts (India) Limited (Transferee Company) has approved the Scheme of Amalgamation involving five wholly owned subsidiaries: Dipesh Mining Private Limited, Jiwanjyoti Traders Private Limited, Paramount Dealcomm Private Limited, Premsagar Merchants Private Limited, and Splendor Distributors Private Limited (Transferor Companies). The amalgamation is proposed on a going concern basis with an Appointed Date of April 1, 2026. Since this is an intra-group consolidation, no new equity shares will be issued by the Transferee Company.
Intra-Group Amalgamation Approved
The Board of Directors of Ahluwalia Contracts (India) Limited (the “Transferee Company”) has formally approved a Scheme of Amalgamation involving the merger of five wholly owned subsidiary companies (the “Transferor Companies”) into itself. The Transferor Companies are Dipesh Mining Private Limited, Jiwanjyoti Traders Private Limited, Paramount Dealcomm Private Limited, Premsagar Merchants Private Limited, and Splendor Distributors Private Limited.
The amalgamation is structured on a going concern basis. The Board has set the Appointed Date as April 1, 2026, or such other date as may be sanctioned by the Hon’ble National Company Law Tribunal (NCLT).
Key Features of the Scheme
The primary features of the approved scheme include:
- Vesting of Assets and Liabilities: All assets and liabilities of the Transferor Companies shall transfer to and vest in the Transferee Company.
- Employee Transfer: All employees of the Transferor Companies shall become employees of the Transferee Company without any break in service or less favourable terms.
- Consideration: As the Transferor Companies are wholly owned subsidiaries, no equity shares or other securities shall be issued or allotted by the Transferee Company.
Rationale and Benefits
The amalgamation is intended as a group consolidation and internal reorganisation exercise aimed at simplifying the corporate structure and achieving greater administrative, operational, and financial efficiency. Benefits anticipated include:
- Consolidation: Bringing businesses and assets under a single corporate umbrella for improved governance and resource utilization.
- Efficiency Gains: Expected improvement in operational flexibility, more effective capital allocation, and optimization of administrative and compliance costs.
- Scalability: Enhanced financial strength and balance-sheet capacity to undertake business activities more efficiently and scalably.
- No Change in Control: Since all entities are wholly owned subsidiaries, the scheme will not result in any dilution of shareholding or change in control of the Transferee Company.
Accounting Treatment
The Scheme will be accounted for using the “Pooling of Interests Method”, as prescribed under Indian Accounting Standards (Ind AS 103). Key implications include:
- Assets and liabilities of the Transferor Companies will be recorded at their respective carrying amounts.
- Retained earnings of the Transferor Companies will be aggregated with those of the Transferee Company.
- All inter-corporate balances and cross-holdings of shares will stand cancelled.
Statutory Compliance and Dissolution
The Scheme is submitted to the Stock Exchange for disclosure purposes only, as it qualifies for exemption from prior approval under the SEBI Scheme Master Circular for the amalgamation of wholly owned subsidiaries with a listed parent. Upon the Scheme becoming effective (sanctioned by the NCLT), the Transferor Companies shall stand automatically dissolved without undergoing the process of winding up.
The management has authorized key personnel, including Mr. Vikas Ahluwalia and Mr. Bikramjit Ahluwalia, to undertake all necessary steps for filing applications and obtaining directions from the NCLT and other Appropriate Authorities to give effect to the proposed merger.
Source: BSE
