The National Company Law Tribunal (NCLT), Kolkata Bench, has approved the Scheme of Amalgamation involving three wholly-owned subsidiaries of Ramkrishna Forgings Limited (RKFL). The scheme merges Mal Metalliks Private Limited (Transferor 1) and Multitech Auto Private Limited (Transferor 2) into Ramkrishna Casting Solutions Limited (Transferee). The scheme is made binding on all stakeholders effective from the Appointed Date of January 1, 2024.
NCLT Sanctions Key Subsidiary Amalgamation
Ramkrishna Forgings Limited (RKFL) announced that the Hon’ble National Company Law Tribunal (NCLT), Kolkata Bench, has pronounced its Order on February 27, 2026, sanctioning the Scheme of Amalgamation.
This scheme involves the amalgamation of two transferor companies into the transferee company:
- Transferor Company No. 1: Mal Metalliks Private Limited (a step-down wholly owned subsidiary).
- Transferor Company No. 2: Multitech Auto Private Limited (a wholly owned subsidiary).
- Transferee Company: Ramkrishna Casting Solutions Limited (formerly JMT Auto Limited, a wholly owned subsidiary).
The sanction is binding on the companies, their shareholders, creditors, and debenture holders from the Appointed Date of 1st January, 2024.
Rationale and Benefits of the Scheme
The primary justification for the merger centers on streamlining operations and realizing synergistic benefits:
- Management Consolidation: The amalgamation will lead to better administrative control and efficiency, as all three entities are part of the same management group under Ramkrishna Forgings Limited.
- Cost Efficiency: The merger is expected to result in the prevention of cost duplication, leading to substantially cost-efficient operations.
- Structural Improvement: The consolidation will enable the Transferee Company to effectively manage funds, reduce the multiplicity of legal and regulatory compliances, and rationalize costs by reducing the number of legal entities.
- Asset Leverage: The scheme provides an opportunity to leverage combined assets, capabilities, and infrastructure for a stronger, more sustainable business.
Key Tribunal Directives
The Tribunal’s final order issued several key directives for implementation:
- Transfer of Assets and Liabilities: All property, rights, powers, debts, and liabilities of the Transferor Companies shall be transferred to the Transferee Company without further act or deed, effective from the Appointed Date.
- Employee Transition: All workmen and employees of the Transferor Companies shall be engaged by the Transferee Company, which assumes all related obligations.
- Dissolution: Upon the Scheme becoming effective, the Transferor Companies shall stand dissolved without winding up.
- Regulatory Compliance: The Petitioners must deliver a certified copy of the order to the Registrar of Companies for registration within thirty days of receiving the order.
- Memorandum Alteration: The main objects of the Transferor Companies will be added to the Memorandum of Association of the Transferee Company, subject to necessary amendments.
The order confirms that all statutory formalities, including compliance with directions from the Regional Director and Official Liquidator, have been met, and the Scheme is deemed to be in the interest of all concerned.
Source: BSE
