NCLT Kolkata Approves Merger Of Five Group Companies With BirlaNu Limited

The National Company Law Tribunal at Kolkata has sanctioned a scheme of amalgamation under which five companies, Crestia Polytech Pvt Ltd, Aditya Poly Industries Pvt Ltd, Aditya Polytechnic Pvt Ltd, Prabhu Sainath Polymers Pvt Ltd and Topline Industries Pvt Ltd, will merge into BirlaNu Limited.

The bench of Judicial Member Bidisha Banerjee and Technical Member Siddharth Mishra approved the scheme, observing, “The Scheme is just, fair and reasonable and is not contrary to any provisions of law and does not violate any public policy.”

The tribunal noted that the boards of the transferor companies and the transferee company had approved the scheme through resolutions passed on February 6, 2025, and that the scheme provides April 5, 2024 as the appointed date.

BirlaNu Limited, formerly known as Hyderabad Industries Limited, is the transferee company in the scheme and is part of the CK Birla group known for products such as roofing sheets, pipes and wall materials.

The scheme was proposed as an internal restructuring exercise to combine manufacturing facilities, administrative operations and distribution networks; reduce redundancies; and allow pooling of resources across manufacturing, procurement, and supply chain functions, thereby improving efficiency and governance.

The tribunal noted that the transferor companies are wholly owned and step-down subsidiaries of the transferee company, and therefore no shares would be issued by BirlaNu Limited as consideration for the amalgamation, and there would be no change in the shareholding pattern of the listed transferee company.

The tribunal recorded that notices of the scheme had been served on statutory authorities including the Regional Director and the Official Liquidator, and the authorities stated that they had no objection to the scheme being sanctioned.

Sanctioning the scheme, the tribunal ordered that all properties, rights, liabilities, duties and obligations of the transferor companies shall stand transferred to BirlaNu Limited with effect from the appointed date in terms of the scheme.