NCLT Mumbai Sanctions Merger Of Oliver Engineering, Adicca Energy Solutions With Kirloskar Ferrous Industries

The Mumbai Bench of the National Company Law Tribunal (NCLT) on 2 June sanctioned a Scheme of Amalgamation providing for the merger of Oliver Engineering Private Limited and Adicca Energy Solutions Private Limited with Kirloskar Ferrous Industries Limited (KFIL) under Sections 230 to 232 of the Companies Act, 2013.

A Bench comprising Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar allowed the scheme, observing:

“Finding the scheme fair, reasonable and not contrary to law or public policy, the Tribunal sanctioned the amalgamation, ordered dissolution of the transferor companies without winding up and directed filing of the order with the Registrar of Companies within 30 days of the order.”

Oliver Engineering Private Limited engages in ferrous castings and machining, while Adicca Energy Solutions Private Limited undertakes solar power and renewable energy projects. Kirloskar Ferrous Industries Limited manufactures pig iron, castings, tubes and steel products. The appointed date under the scheme is 1 April 2025.

The companies submitted that the amalgamation would consolidate operations within a single entity, streamline the group structure, reduce compliance costs, eliminate duplication of functions, and generate operational synergies and economies of scale.

Since both Oliver Engineering and Adicca Energy Solutions are wholly owned subsidiaries of KFIL, the scheme did not provide for any consideration and no shares were issued pursuant to the merger. The share capital of the transferor companies will stand cancelled upon the scheme becoming effective.

The Tribunal noted that the Regional Director, Official Liquidator and GST authorities raised certain observations, which the companies addressed through undertakings and clarifications. It further directed the companies to file a copy of the order and scheme, duly authenticated by the Deputy Registrar or Assistant Registrar of the NCLT, with the concerned Superintendent of Stamps within 60 days for adjudication of stamp duty payable.

Accordingly, the NCLT approved the scheme, directed dissolution of the transferor companies without winding up, and ordered filing of the order with the Registrar of Companies within 30 days.