Kirloskar Industries Limited submitted a regulatory filing to BSE and NSE regarding an update from its material subsidiary, Kirloskar Ferrous Industries Limited (KFIL). The filing encloses KFIL's intimation to the exchanges under Regulation 30 of SEBI LODR Regulations.

The enclosed document from KFIL, dated 03 June 2026, informs that the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, has approved the Scheme of Arrangement and Merger by Absorption of Oliver Engineering Private Limited (OEPL) and Adicca Energy Solutions Private Limited (AESPL) with Kirloskar Ferrous Industries Limited (Transferee Company). The order was pronounced on 02 June 2026 and uploaded to the NCLT website on 03 June 2026 (Company Petition No. C.P.(CAA)/46(MB)2026 in CA (CAA) NO. 23/MB/2026).

Details of the Scheme and Entities

  • Appointed Date: The appointed date for the merger is 01 April 2025.
  • Transferor Company 1 - Oliver Engineering Private Limited (CIN: U74999PN2011PTC251038): Incorporated on 15 July 2011. Business: Ferrous castings and machining.
  • Transferor Company 2 - Adicca Energy Solutions Private Limited (CIN: U40106PN2017PTC229366): Incorporated on 20 June 2017. Business: Executing turnkey projects for solar power systems and providing technical consultancy for renewable energy.
  • Transferee Company - Kirloskar Ferrous Industries Limited (CIN: L27101PN1991PLC063223): Incorporated on 10 September 1991. Business: Manufacturing pig iron, grey iron castings, tubes, and steel for sectors like tractors, automotives, and diesel engines.
  • Consideration: Since OEPL and AESPL are wholly-owned subsidiaries of KFIL, no shares of KFIL will be issued and no consideration is required to be discharged. The issued and paid-up capital of the transferor companies will stand cancelled.

Rationale for the Merger

The stated rationale includes consolidation of businesses for long-term sustainability and growth, streamlining of the holding structure to reduce regulatory compliances, better administration and cost optimization, leveraging synergies and achieving economies of scale, and greater integration and flexibility for KFIL.

Regulatory and Compliance Status

  • The boards of the petitioner companies initially approved the scheme on 04 August 2025.
  • An inadvertent arithmetical error in the post-merger authorized share capital of KFIL (in Clause Nos. 1.2, 1.3 and 1.4 of Part D of the Scheme) was corrected via resolutions passed on 04 April 2026.
  • The Regional Director, Western Region-II, Mumbai filed a report dated 13.05.2026. The companies provided undertakings in response, including compliance with Section 232(3)(i) regarding differential fees on share capital and applicable accounting standards (AS-14/IND AS-103).
  • The Official Liquidator filed a report dated 14.05.2026. The companies clarified that the transferor companies have no temporary employees and undertook to absorb any that might exist.
  • The Assistant Commissioner, CGST Division, Rajpura (Punjab) filed a representation regarding past CIRP proceedings against OEPL. KFIL contended that claims were dealt with in the approved Resolution Plan and, without prejudice, undertook to pay any legally payable dues found after the scheme becomes effective.
  • No other objections were received from statutory authorities, creditors, or shareholders.
  • Two investigations are pending against KFIL by the Competition Commission of India and the Serious Fraud Investigation Office.

NCLT Order and Directives

The NCLT found the scheme fair and reasonable and allowed the petition. Key directives include:

  • The transferor companies (OEPL and AESPL) are dissolved without winding up.
  • All liabilities of the transferor companies shall be transferred to KFIL.
  • Liabilities for offences committed by officers in default of the transferor companies prior to the merger shall continue as per Section 240 of the Companies Act, 2013.
  • The Income Tax Department is at liberty to examine the scheme for tax avoidance and take action as per law.
  • KFIL must file a copy of the order and scheme with the Registrar of Companies in E-Form INC-28 within 30 days.
  • KFIL must lodge the order and scheme with the Superintendent of Stamps for adjudication of stamp duty within 60 days.

Financial Impact

No financial impact from issuance of shares or payment of consideration, as the transferor companies are wholly-owned subsidiaries. All assets and liabilities will be consolidated into KFIL's financial statements from the appointed date (01 April 2025).

#Tags: #KirloskarIndustries #KirloskarFerrous #NCLT #Merger #SEBIDisclosure #RegulatoryCompliance #Neutral