Key Quantitative Figures
- Total equity shares allotted in amalgamation: 5,37,40,360 fully paid-up equity shares of ₹2 each
- Allotment to Dhrangadhara Trading Company Private Limited (DTCPL) shareholders: 12,80,500 shares
- Allotment to Sahu Brothers Private Limited (SBPL) shareholders: 5,24,59,860 shares
- Fractional shares consolidated and sold: 10 equity shares
- Net sale proceeds distributed: ₹446.65 (after deduction of expenses and applicable taxes)
- Shareholders compensated: 18 eligible shareholders
Dates of Action
- NCLT order sanctioning scheme: January 22, 2026
- Appointed date of scheme: July 01, 2024
- Effective date of scheme: February 17, 2026
- Record date for share allotment: February 02, 2026
- Date of share allotment: February 19, 2026
- PAS-3 filing with ROC Ahmedabad: February 23, 2026
- Sale of fractional shares in open market: May 15, 2026
- Compensation payment to shareholders: May 25, 2026
- Audit Committee report date: May 28, 2026
- Independent Directors report date: May 26, 2026
- Company disclosure date: May 29, 2026
Parties Involved
- Transferee Company: DCW Limited
- Transferor Companies: Dhrangadhra Trading Company Private Limited (DTCPL) and Sahu Brothers Private Limited (SBPL)
- Regulatory bodies: SEBI, National Company Law Tribunal (Ahmedabad Bench), Registrar of Companies (Ahmedabad)
- Stock exchanges: BSE Limited, National Stock Exchange of India Ltd.
- Trustee: Mr. Romu Manik Malkani
- Broker: Ventura Securities Limited
- Company officials: Mr. Dilip Darji (Sr. General Manager (Legal) & Company Secretary)
- Audit Committee members: Mr. Krishnamoorthy Krishnan (Chairman), Mr. Mahesh Vennelkanti, Ms. Poornima Prabhu
- Independent Directors: Mr. Krishnamoorthy Krishnan, Mr. Mahesh Vennelkanti, Ms. Poornima Prabhu
Process and Rationale
The compensation process was undertaken pursuant to Clause 13 of the sanctioned scheme of amalgamation. Fractional share entitlements were consolidated and allotted to a trustee (Mr. Romu Manik Malkani) who sold the 10 consolidated shares in the open market through Ventura Securities Limited. The net sale proceeds of ₹446.65 were then distributed to 18 eligible shareholders in proportion to their respective fractional entitlements.
Financial Impact
The financial impact quantified in the disclosure is ₹446.65, representing the net sale proceeds distributed to shareholders after deduction of expenses and applicable taxes. This amount was electronically credited to the bank accounts of 18 shareholders on May 25, 2026.
Certification and Compliance
The Audit Committee and Independent Directors of DCW Limited have certified that the company has complied with the requirements of the SEBI Master Circular and the sanctioned scheme by compensating eligible shareholders for their fractional entitlements. The reports were prepared after reviewing the NCLT order, scheme document, PAS-3 filing, contract note for share sale, and confirmation from the company secretary.