Key Dates and Proceedings

  • NCLT Order pronounced on September 16, 2026
  • Document dated September 18, 2026
  • First Motion Application filed as CA (CAA) 47/Chd/Hry of 2025
  • First Motion Order dated November 6, 2025 dispensed with meetings of Preference Shareholders and Warrant Holders of Transferor Company
  • Shareholder and creditor meetings held on February 21, 2026 via video conferencing with remote e-voting
  • Second Motion Petition hearing notices published on April 28, 2026
  • Appointed Date for the Scheme: April 1, 2025

Approval Voting Results

  • Rudra Ecovation Limited (Transferor Company):
  • Equity Shareholders: 98.65% in favor
  • Unsecured Creditors: 100% in favor
  • Shiva Texfabs Limited (Transferee Company):
  • Equity Shareholders: 100% in favor
  • Secured Creditors: 100% in favor
  • Unsecured Creditors: 99.09% in favor

Regulatory Authorities' Responses

Official Liquidator

Report dated July 21, 2026 stated no specific objections/observations to the Scheme of Amalgamation.

Regional Director and Registrar of Companies

Report dated August 5, 2026 with following observations and company undertakings:

  • Companies undertook to preserve all books of account, papers and records of Transferor Company with Transferee Company
  • Companies undertook not to dispose or destroy records without prior permission of Central Government per Section 239 of Companies Act, 2013
  • Transferee Company undertook to discharge any future liability of Transferor Company under Section 240 of Companies Act, 2013
  • Department confirmed no adverse observations after company clarifications

Income Tax Department

  • Rudra Ecovation Limited: Outstanding demand of ₹33,62,30,960 for AY 2017-18 set aside by ITAT on September 1, 2023 (effect yet to be given by Assessing Officer)
  • Shiva Texfabs Limited:
  • Demand of ₹31,33,05,160 for AY 2010-11 set aside by ITAT on October 28, 2013 (effect yet to be given)
  • Demand of ₹3,58,93,760 for AY 2012-13 stated to be erroneously raised; company undertook to discharge upon receipt of proper notice/order
  • Department confirmed no adverse observations after company clarifications

SEBI/BSE

  • Bombay Stock Exchange provided No Objection via Letter No. DCS/AMAL/NB/R37/3739/2025-26 dated August 25, 2025
  • SEBI counsel confirmed no specific observations against the proposed amalgamation

NCLT Order Key Provisions

1. Scheme of Amalgamation sanctioned and binding on both companies, their shareholders, creditors, and all concerned parties

2. Transferor Company (Rudra Ecovation) shall be dissolved without winding up

3. All properties, rights, and powers of Transferor Company stand transferred to Transferee Company

4. All liabilities and duties of Transferor Company transferred to Transferee Company

5. All benefits, entitlements, incentives, concessions, subsidies, and grants transfer to Transferee Company

6. All pending proceedings by or against Transferor Company to continue against Transferee Company

7. All subsisting contracts of Transferor Company stand transferred to Transferee Company

8. All employees of Transferor Company transfer to Transferee Company without interruption of service on terms no less favorable

9. Authorized share capital of Transferee Company to be revised per Section 232(3)(i) of Companies Act, 2013

10. Fees paid by Transferor Company on authorized capital to be set off against fees payable by Transferee Company

Compliance Requirements

  • Transferee Company to file revised Memorandum and Articles of Association with concerned ROC
  • Companies to file certified copy of Order with concerned Registrar of Companies electronically with e-form INC-28 within 30 days
  • Transferee Company to lodge Order and Scheme with Superintendent of Stamps for stamp duty adjudication within 60 days
  • Income Tax Department reserved right to examine tax payable aspects and initiate action if scheme results in tax avoidance