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ramkrishna forgings Ltd. M&A Activity 2025

Nov 7, 2025

61233_rns_2025-11-07_3504ab9f-77ad-4525-b5cc-76e4b08ee958.pdf

M&A Activity

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RAJESH
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MUNDHRA
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Digitally signed by RAJESH MUNDHRA Date: 2025.11.07 17:36:24 +05'30'

DIVISION BENCH S-18 COURT - II

NATIONAL COMPANY LAW TRIBUNAL KOLKATA BENCH KOLKATA

C.P.(CAA)/173(KB)2025 IN C.A.(CAA)/178(KB)2025

CORAM: 1. HON’BLE MEMBER(J), SHRI LABH SINGH 2. HON’BLE MEMBER(T), MS. REKHA KANTILAL SHAH

ORDER SHEET OF THE HEARING ON 07[TH] OCTOBER 2025

IN THE MATTER OF RAMKRISHNA CASTING SOLUTIONS LIMITED
UNDER SECTION SEC. 230-232 - SECOND MOTION
Counsel appeared through physically /virtually
Ms.Neha Somani,Pr.CS
] For petitioner

O R D E R

  1. Proceedings under Section 230-232 of the Companies Act, 2013 have been instituted.

  2. Heard the Ld. Authorized Representative of the Petitioner. The First Motion Petition order was passed on 03[rd] September, 2025 in CAA No. 178/KB/2025 . In terms thereof, the meetings of Equity Shareholders, Secured and Unsecured Creditors of Petitioner Companies and Debenture Holder of the Petitioner Company No. 3 were dispensed with.

  3. Section 230(5) of the Companies Act, 2013 read with Rule 8 and Rule 16 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 provides for issuance of Notice on such Petitions.

  4. Section 230(5) of the Companies Act, 2013 and Rule 8 and 16 of the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 read as follows:-

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“230. Power of compromise or make arrangements with creditors and members.

(5) A notice under sub-section (3) along with all the documents in such form as may be prescribed shall also be sent to the Central Government, the income-tax authorities, the Reserve Bank of India, the Securities and Exchange Board, the Registrar , the respective stock exchanges, the Official Liquidator, the Competition Commission of India established under sub- section (1) of section 7 of the Competition Act, 2002, if necessary, and such other sectoral regulators or authorities which are likely to be affected by the compromise or arrangement and shall require that representations, if any, to be made by them shall be made within a period of thirty days from the date of receipt of such notice, failing which, it shall be presumed that they have no representations to make on the proposal.

Rule 8

8. Notice to statutory authorities— (1) For the purposes of sub section (5) of section 230 of the Act, the notice shall be in Form No. CAA.3, and shall be accompanied with a copy of the scheme of compromise or arrangement, the explanatory statement and the disclosures mentioned under rule 6, and shall be sent to.(i) the Central Government, the Registrar of Companies, the Income tax authorities, in all cases; (ii) the Reserve Bank of India, the Securities and Exchange Board of India, the Competition Commission of India, and the stock exchanges, as may be applicable; (iii) other sectoral regulators or authorities, as required by Tribunal.

(2) The notice to the authorities mentioned in sub- rule (1) shall be sent forthwith, after the notice is sent to the members or creditors of the company, by registered post or

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by speed post or by courier or by hand delivery at the office of the authority.

(3) If the authorities referred to under sub-rule (1) desire to make any representation under sub- section (5) of section 230, the same shall be sent to the Tribunal within a period of thirty days from the date of receipt of such notice and copy of such representation shall simultaneously be sent to the concerned companies and in case no representation is received within the stated period of thirty days by the Tribunal, it shall be presumed that the authorities have no representation to make on the proposed scheme of compromise or arrangement.

Rule 16. Date and notice of hearing.—

  • (1) The Tribunal shall fix a date for the hearing of the

  • petition, and notice of the hearing shall be advertised in the same newspaper in which the notice of the meeting was advertised, or in such other newspaper as the Tribunal may direct, not less than ten days before the date fixed for the hearing.

(2) The notice of the hearing of the petition shall also be served by the Tribunal to the objectors or to their representatives under sub-section (4) of section 230 of the Act and to the Central Government and other authorities who have made representation under rule 8 and have desired to be heard in their representation.

  1. In view of the above, notice to the authorities specified in Section 230(5) of Companies Act 2013 read with Rule 8 and Rule 16 of the Companies (Compromise, Arrangements and Amalgamation) Rules 2016 for submitting their representation, if any. Notice to be served by all modes and affidavit evidencing proof of service be filed within 7 days.

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  1. In addition to the service of notice as above,

  2. The Petitioner(s) are directed to take steps for the service of following notice:

  3. (a)In Form CAA.3 and to the Central Government, through the Ministry of Corporate Affairs to the Jurisdictional Regional Director(s), Ministry of Corporate Affairs, to be sent to [email protected]

  4. (b) Notice to the concerned RoC to be sent through the appropriate email address i.e., [email protected]

  5. (c) Notice to the concerned Official Liquidator to be sent through the appropriate email address i.e. [email protected]

(d) Notice to the concerned Income Tax Authorities through the appropriate email addresses: i) [email protected] ii) [email protected] &iii) [email protected]

  • (e)Notice to the concerned Statutory Regulators/Sectoral Regulators, if applicable, be served.

  • Notice is also directed to be published in two prominent and widely circulating daily newspapers “ Business Standard” (Kolkata) in English and “Aajkaal” in Bengali in terms of Rule 7 of the Companies (Compromise, Arrangements and Amalgamation) Rules, 2016 and an affidavit evidencing proof of publication be filed.

  • All the authorities on receipt of the notice, are directed to file their representation, if any, within 30 days from the date of receipt of the notice. In case, no representation is

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received, it will be presumed that they have no objection to the proposal.

  1. List the matter on 24.11.2025.

Rekha Kantilal Shah Member (Technical)

Labh Singh Member (Judicial)

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