NCLT Chandigarh Allows Merger Of Two Singapore Companies With Evonith Metallics
The Chandigarh Bench of the National Company Law tribunal (NCLT) has allowed the first-motion application filed by Evonith Metallics Limited for a scheme to merge two Singapore-based entities, Wardha Steel Holdings Pte. Ltd. and Esturik Investments Pte. Ltd., with the steel manufacturer.
The order was passed by the bench of Judicial Member Khetrabasi Biswal and Technical Member Shishir Agarwal.
Evonith Metallics Limited, formerly Uttam Galva Metallics Limited, is engaged in steel manufacturing with a blast furnace capacity of 1.4 MTPA and related facilities in Wardha, Maharashtra. Wardha Steel Holdings Pte. Ltd. (Transferor Company No.1) holds about 95% of Evonith's equity, while Esturik Investments Pte. Ltd. (Transferor Company No.2) holds 27.8% of Wardha's equity. Both Singapore entities approved the scheme in July 2026 and Evonith approved the scheme in June 2026.
The appointed date of the scheme was fixed as 1 April 2026.
The scheme envisages sequential amalgamation of Wardha and Esturik into Evonith. The scheme was intended to consolidate ownership and value at the level of Evonith Metallics Limited, the Indian operating platform. Further to simplify and streamline the group structure by reducing the number of legal entities, thereby cutting duplication of legal and regulatory compliances and costs.
It was submitted that the scheme further intends to facilitate efficient management, oversight, and operational excellence through a unified governance structure and further to align shareholder interests and provide a platform for long‑term growth, capital raising, and capital infusion. It was also said to position Evonith advantageously for a future IPO and capital market transactions
The scheme also involved dissolution of the transferor companies without winding‑up, and issue of shares of Evonith to their shareholders based on exchange ratios. The ratios were fixed at 19,098 equity shares of Evonith for every 1,000 shares of Wardha, and 2,182 equity shares for every 1,000 shares of Esturik.
Evonith reported 22 equity shareholders, 11 CCPS holders, 11 secured creditors, and 275 unsecured creditors. Consents were obtained from majority stakeholders representing over 95% in value of equity and CCPS, 100% in value of secured creditors, and 92.18% in value of unsecured creditors.
It was also submitted that no significant legal proceedings or investigations were pending against the Transferee Company. It was further submitted that the accounting treatment under the scheme complied with Section 133 of the Companies Act, 2013 and applicable Indian Accounting Standards.
The company submitted that the scheme was certified to comply with the Foreign Exchange Management (Cross Border Merger) Regulations, 2018. Under Regulation 9(1), it was deemed to have prior approval of the Reserve Bank of India. The transferor companies were required to undertake parallel proceedings before the High Court of Singapore under Section 210 of the Singapore Companies Act, 1967.
Based on the consents obtained, the Tribunal dispensed with convening meetings of shareholders and creditors. Accordingly, the application was allowed.
For Applicants: Advocates Eshna Kumar, Sabari Kimbakaran