ramkrishna forgings Ltd. — M&A Activity 2025

Mar 28, 2025

RAJESH MUNDHR A

Digitally signed by RAJESH MUNDHRA Date: 2025.03.28 10:43:38 +05'30'

==> picture [43 x 44] intentionally omitted <==

IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT NO. II), KOLKATA Company Petition (CAA) No. 210/KB/2024

Connected with Company Application (CAA) No. 174/KB/2024

A petition under Section 230 read with Section 232 of the Companies Act 2013; read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016, and other applicable provisions of law.

IN THE MATTER OF:

A Scheme of Amalgamation of (Final Motion)

IN THE MATTER OF:

ACIL LIMITED , a company incorporated under the Companies Act, 1956 and being a Company within the meaning of the Companies Act, 2013 having Corporate Identification No. U34300WB1997PLC273569 and its registered office at 9[th] Floor, 23, Circus Avenue, Kolkata-700017, West Bengal.

….. Petitioner Company/ Transferor Company

And

RAMKRISHNA FORGINGS LIMITED , a company incorporated under the Companies Act, 1956 and being a Company within the meaning of the Companies Act, 2013 having Corporate Identification No. L74210WB1981PLC034281 and its registered office at 12[th] Floor, 23, Circus Avenue, Kolkata-700017.

….. Transferee Company

IN THE NATIONAL COMPANY LAW TRIBUNAL

SPECIAL BENCH (COURT NO. II), KOLKATA

==> picture [43 x 44] intentionally omitted <==

Company Petition (CAA) No. 210/KB/2024 Connected with Company Application (CAA) No. 174/KB/2024

Date of Pronouncement: 27[th] of March, 2025

CORAM: Smt. Bidisha Banerjee : Member (Judicial) Smt. Madhu Sinha : Member (Technical)

Appearance (via video conferencing/physically)

For Petitioner

Ms. Neha Somani, Pr. CS

For the Regional Director (For Eastern Region)

Mr. Pankaj Srivastava, Deputy Director

ORDER

1. This Court is congregated through hybrid mode.

2. The instant petition has been filed under Section 230(6) read with Section 232(3) of the Companies Act, 2013 (“ Act ”) sanctioning the Scheme of Amalgamation of ACIL Limited , being the Petitioner No.1 abovenamed (" Transferor Company " or “ Petitioner No.1 ” or “ACIL” ), with Ramkrishna Forgings Limited (“Transferee Company” or “RKFL”) whereby and whereunder the Transferor Company is proposed to be amalgamated with the Transferee Company from the Appointed Date, that is 20[th] February, 2024 in the manner and on the terms and conditions stated in the said Scheme of Amalgamation (“ Scheme ”).

Details of the Petitioner Company are as follows:

Page 2 of 16

IN THE NATIONAL COMPANY LAW TRIBUNAL

SPECIAL BENCH (COURT NO. II), KOLKATA

==> picture [43 x 44] intentionally omitted <==

Company Petition (CAA) No. 210/KB/2024 Connected with Company Application (CAA) No. 174/KB/2024

S. NO	NAME OF THE COMPANY	COMPANY AS PER THE SCHEME	PARTY TYPE	RELEVANT ANNEXURE, PAGE NO. AND VOLUME OF THE COMPANY PETITION
	**Appointed Date: 20th **		February, 2024
I.	ACIL LIMITED	Transferor Company	Petitioner	Scheme of Amalgamation is annexed to the Company Petition being Annexure-AinVolume IatPage No. 39-73B.

3. The Petition has now come up for final hearing. The Ld. Authorized Representative for the Petitioner submits as follows:-

• (a) The Scheme was approved by the Board of Directors of Transferor Company and Transferee Company at their meetings held on 18[th] July, 2024 and 24[th] July, 2024 respectively.

• (b) The circumstances which justify and have necessitated the Scheme and the benefits of the same are, inter alia, as follows:-

  • I. In view, inter alia, of the portfolio fit and potential of the business of the Transferor Company, the Transferee Company acquired the Transferor Company pursuant to the Order dated 22 December 2023 of the National Company Law Tribunal, New Delhi Bench, approving the resolution plan submitted by the Transferee Company ("Resolution Plan") in connection with the corporate

Page 3 of 16

IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT NO. II), KOLKATA

==> picture [43 x 44] intentionally omitted <==

Company Petition (CAA) No. 210/KB/2024 Connected with Company Application (CAA) No. 174/KB/2024

insolvency and resolution proceedings of the Transferor Company. As per the approved Resolution Plan duly implemented by the Transferee Company, (i) 100% control and ownership of the Transferor Company was acquired by the Transferee Company through its subsidiary Ramkrishna Aeronautics Private Limited ("RAPL") on 19 February 2024 and (ii) RAPL was amalgamated with the Transferor Company with effect from 20 February 2024. It is now proposed that the Transferor Company should be absorbed by the Transferee Company itself. Hence, it has been decided to amalgamate ACIL with RKFL.

• II. As the Transferor Company and the Transferee Company operate in related businesses, the proposed amalgamation will consolidate the business of these companies in a single entity resulting in operational efficiencies, cost competitiveness and business synergies.

• III. The proposed Scheme of Amalgamation would inter alia result into the following benefits to the Parties and all other stakeholders including the Shareholders, Creditors and employees and will be in the long-term interest of the Parties, employees, and other stakeholders:

• i. Streamlining the current organization structure, by consolidating and simplification of group structure;

• ii. Reduction in multiplicity of legal and regulatory compliances by reducing the number of legal entities;

• iii. Reduction of management overlaps through integrated, rationalized and streamlined management structure of the merged company;

Page 4 of 16

IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT NO. II), KOLKATA

==> picture [43 x 44] intentionally omitted <==

Company Petition (CAA) No. 210/KB/2024 Connected with Company Application (CAA) No. 174/KB/2024

• iv. Avoiding duplication of costs of administration resulting in cost optimization;

• v. Concentrated management focus and improved organizational capability;

• vi. Eliminating the need for inter-company transactions between the Transferor Company and the Transferee Company;

• vii. Optimization of the allocated capital & availability of funds which can be deployed more efficiently to pursue the operational growth opportunities.

• (c) The Statutory Auditor of the Transferee Company has by their certificate dated 24[th] July, 2024 confirmed that the accounting treatment in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013.

• (d) No proceedings are pending under Sections 210 to 227 of the Companies Act, 2013 against the Petitioners.

• (e) The Petitioner Company/ Transferor Company is a wholly owned subsidiary of the Transferee Company. The Transferor Company became wholly owned subsidiary of the Transferee Company pursuant to implementation of the Resolution Plan submitted by the Transferee Company. Copy of the order dated 22[nd] December, 2023 of the Hon’ble NCLT, New Delhi Bench approving the Resolution Plan is annexed with the Company Petition being Annexure H in Volume II at Page No. 223 to 244 .

• (f) The shares of the Petitioner Company/ Transferor Company are not listed on any stock exchange. The shares of the Transferee Company are listed with the BSE Limited and National Stock Exchange of India Limited. In accordance with the provisions of Regulation 37(6) of the

Page 5 of 16

IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT NO. II), KOLKATA

==> picture [43 x 44] intentionally omitted <==

Company Petition (CAA) No. 210/KB/2024

Connected with Company Application (CAA) No. 174/KB/2024

SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, the draft Scheme of Amalgamation has been filed with the said Stock Exchanges for the purpose of disclosures. Copy of such intimation is annexed with the Company Petition being Annexure L in Volume II at Page No. 267 to 269 .

• (g) By an order dated 22[nd] October, 2024 in Company Application (CAA) No. 174/KB/ 2024, this Tribunal made the following directions with regard to meetings of shareholders and creditors under Section 230(1) read with Section 232(1) of the Act:-

• i. Meetings dispensed: Meetings of the Equity Shareholders and Meetings of the Secured Creditors and Unsecured Creditors of the Petitioner Company are dispensed with under Section 230 (1) read with Section 232 (1) of the Act.

• (h) Consequently, the Petitioners presented the instant petition for sanction of the Scheme. By an order dated 3[rd] December, 2024 the instant petition was admitted by this Tribunal and fixed for hearing on 17[th] January, 2024 upon issuance of notices to the Statutory Authorities and advertisement of date of hearing. In compliance with the said order dated 3[rd] December, 2024, the Petitioners have duly served such notices on the Central Government through Regional Director, Eastern Region; Registrar of Companies, West Bengal; Official Liquidator by hand delivery on 9[th] December, 2024 and Income Tax Department and Goods and Service Tax Authority by Speed Post on 7[th] December, 2024 and have also published such advertisement in the “The Statesman” and

Page 6 of 16

IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT NO. II), KOLKATA

==> picture [43 x 44] intentionally omitted <==

Company Petition (CAA) No. 210/KB/2024 Connected with Company Application (CAA) No. 174/KB/2024

“Dainik Statesman” in their issue dated 4[th] January, 2025. An affidavit of compliance in this regard has also been filed by them on 13.01.2025.

SN	REGULATORY AUTHORITIES	DATE OF SERVICE	RELEVANT ANNEXURE OF THE AFFIDAVIT OF SERVICE	RELEVANT PAGE NO. OF THE AFFIDAVIT OF SERVICE
BY HAND DELIVERY (THROUGH SPECIAL MESSENGER)
1.	Regional Director (ER) MCA Kolkata	09.12.2024	A	3
2.	Registrar of Companies	09.12.2024	A	4
3.	Official Liquidator	09.12.2024	A	5
4.	Income Tax Authorities	07.12.2024	A	6-8
5.	Goods and Services Tax Authority	07.12.2024	A	9-11
	NEWSPAPER PUBLICATION
1.	The Statesman	04.01.2025	B	12
2.	Dainik Statesman	04.01.2025	B	13

Page 7 of 16

IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT NO. II), KOLKATA

==> picture [43 x 44] intentionally omitted <==

Company Petition (CAA) No. 210/KB/2024

Connected with Company Application (CAA) No. 174/KB/2024

• (i) All statutory formalities requisite for obtaining sanction of the Scheme have been duly complied with by the Petitioner Company. The Scheme has been made bona fide and is in the interest of all concerned.

4. Pursuant to the said advertisements and notices the Regional Director, Ministry of Corporate Affairs, Kolkata (“ RD ”), have filed their representations before this Tribunal.

5. The Official Liquidator has filed his report dated 14[th] January, 2024 and concluded as under:-

9. That the report of Official Liquidator is based upon the documents/reply submitted by the Transferor Company. Balance Sheet, Memorandum and Article of Association and other documents furnished by the Transferor Company have not been enclosed with the report as the same are already on records of National Company Law Tribunal.

10. That the Official Liquidator on the basis of information submitted by the Transferor Company is of the view that the affairs of the aforesaid Transferor Company do not appear to have been conducted in a manner prejudicial to the interest of its members or to public interest as per the provisions of the erstwhile Companies Act, 1956/the Companies Act, 2013, whichever is applicable.

6. The RD has filed his reply affidavit dated 17.01.2025 (“ RD affidavit ”) which has been dealt with by the Petitioner by their Rejoinder affidavit dated 17.01.2025 (“ Rejoinder” ). The observations of the RD and responses of the Petitioners are summarized as under: -

Paragraph 2(a) of RD Affidavit:

Page 8 of 16

IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT NO. II), KOLKATA

==> picture [43 x 44] intentionally omitted <==

Company Petition (CAA) No. 210/KB/2024 Connected with Company Application (CAA) No. 174/KB/2024

That it is submitted that the Registrar of Companies, West Bengal by letter dated 14/01/2025 has submitted his report wherein the ROC, WB made some observation which is self-explanatory, a copy of which is enclosed herewith for perusal and ready reference. Further, all the Petitioner Companies have filed their financial statement and annual return for the year ended 31/03/2024.

Para 3(a) of Rejoinder:

With reference to paragraph 2(a) of the said affidavit, it is submitted that the same is a matter of record and may be considered as such by the Hon'ble Tribunal.

Para 2(b) of RD Affidavit :

That it is submitted that Transferee Company namely Ramkrishna Forgings Limited is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange of India Limited (NSE). The Petitioner Companies in a communication stated that in terms of the provisions of the Regulation 37(6) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with the provisions of SEBI master Circular No. EBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20/06/2023 and any other applicable laws, if any, no formal approval or no objection certificate or vetting is required from the Stock Exchange(s) of SEBI for the impugned Scheme. Further, the said Circular mandates the Transferee Company to file the draft Scheme with the Stock Exchanges for the purpose of disclosure which has been duly submitted.

Para 3(b) of Rejoinder:

Page 9 of 16

IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT NO. II), KOLKATA

==> picture [43 x 44] intentionally omitted <==

Company Petition (CAA) No. 210/KB/2024 Connected with Company Application (CAA) No. 174/KB/2024

With reference to paragraph 2(b) of the said affidavit, it is submitted that the same is a matter of record and may be considered as such by the Hon'ble Tribunal. It is submitted that the draft Scheme of Amalgamation has been filed with the Stock Exchanges for the purpose of disclosures and has been annexed to the Company Petition as Annexure L.

Para 2(c) of RD Affidavit :

The Petitioner Companies should be directed to provide list/details of Assets, if any, to be transferred from the Transferor Companies to the Transferee Company upon sanctioning of the proposed Scheme.

Para 3(c) of Rejoinder:

With reference to paragraph 2(c) of the said affidavit, it is submitted that the Schedule of assets shall be provided by the Company after the pronouncement of the order by the Hon'ble National Company Law Tribunal.

Para 2(d) of RD Affidavit:

That the Petitioner company should undertake to comply with the provisions of section 232(3)(i) of the Companies Act, 2013 through appropriate affirmation.

Para 3(d) of Rejoinder:

With reference to paragraph 2(d) of the said affidavit, I undertake to comply with the provisions of 232(3)(i) of the Companies Act, 2013.

Para 2(e) of RD Affidavit:

Page 10 of 16

IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT NO. II), KOLKATA

==> picture [43 x 44] intentionally omitted <==

Company Petition (CAA) No. 210/KB/2024 Connected with Company Application (CAA) No. 174/KB/2024

That the Transferee Company should be directed to pay applicable stamp duty on the transfer of the immovable properties, if any, from Transferor Company to the Transferee Company.

Para 3(e) of Rejoinder:

With reference to paragraph 2(e) of the said affidavit, it is stated that the Transferee Company shall pay the applicable stamp duty, if applicable, on the transfer of immovable properties from the Transferor Company to it.

Para 2(f) of RD Affidavit:

That the Petitioners to undertake that in compliance of Accounting Standard-14 or IND-AS 103, as may be applicable, the Transferee/Resulting Company shall pass such accounting entries which are necessary in I connection with the scheme to comply with other applicable Accounting Standards such as AS-5 or IND- AS-8 etc.

Para 3(f) of Rejoinder:

With reference to paragraph 2(f) of the said affidavit, it is stated that the Transferee Company shall comply with the Accounting Standard- 14 or IND-AS 103 as may be applicable.

Para 2(g) of RD Affidavit:

The Hon'ble Tribunal may kindly direct the Petitioners to file an affidavit to the extent that the Scheme enclosed to the Company Application (CA) and Company Petition (CP) are one and same and there is no discrepancy or no change is made in the proposed Scheme.

Page 11 of 16

IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT NO. II), KOLKATA

==> picture [43 x 44] intentionally omitted <==

Company Petition (CAA) No. 210/KB/2024 Connected with Company Application (CAA) No. 174/KB/2024

Para 3(g) of Rejoinder:

With reference to Paragraph 2(g) of the said affidavit, it is stated that the Scheme of Amalgamation filed with the Company Application (CAA) No. 174/KB/2024 and the Scheme of Amalgamation filed with the Company Petition (CAA) No. 210/KB/2024 is one and same and there is no discrepancy.

Para 2(h) of RD Affidavit:

That the Petitioners are required to undertake that in terms of the provisions of section 230(5) of the Companies Act 2013, the Petitioner Companies served notice to concerned authorities which are likely to be affected by the proposed Scheme of Amalgamation/Arrangement. Further, it is submitted that the approval of the scheme by the Hon'ble Tribunal may not deter such authorities to deal with any of the issues arising after giving effect to the scheme. The decision of such authorities shall be binding on the Petitioner Company (s) concerned.

Para 3(h) of Rejoinder:

With reference to paragraph 2(h) of the said affidavit, I undertake to comply with the provisions of 230(5) of the Companies Act, 2013.

Para 2(i) of RD Affidavit:

It is submitted that the Income Tax Department vide letter No. PCITOI/Kol/Amalgamation/2024-25/7429 dated 07/01/2025 along with attachments, which was addressed to the Registrar, Hon'ble NCLT, Kolkata Bench, and a copy forwarded to this Directorate made their observations regarding Pending proceedings and outstanding demand

Page 12 of 16

IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT NO. II), KOLKATA

==> picture [43 x 44] intentionally omitted <==

Company Petition (CAA) No. 210/KB/2024 Connected with Company Application (CAA) No. 174/KB/2024

etc. against the Transferee Company in the matter of amalgamation of ACIL Ltd with Ramkrishna Forgings Limited (Transferee Company).

Para 3(i) of Rejoinder:

With reference to paragraph 2(i) of the said affidavit, it is submitted that the same is a matter of record and may be considered as such by the Hon'ble Tribunal. In any case, the pending proceedings and outstanding demand can be continued against the Transferee Company even after sanction of the Scheme.

7. Heard submissions made by the Ld. Authorised Representative appearing for the Petitioner. Upon perusing the records and documents in the instant proceedings and considering the submissions, we allow the petition and make the following orders:-

• a) The SCHEME OF AMALGAMATION being Annexure "A" is hereby sanctioned by this Tribunal from the Appointed Date being 20[th] February, 2024 and shall be binding on all the Equity Shareholders of the Petitioner Companies and Creditors and all concerned;

• b) All the property, rights and powers of the Transferor Company, including those described in the Schedule of Assets herein, be transferred from the said Appointed Date, without any further act or deed, to the Transferee Company, and, accordingly, the same shall pursuant to Section 232(4) of the Companies Act, 2013 be transferred to and vest in the Transferee Company for all the estate and interest of the Transferor Company therein but subject

Page 13 of 16

IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT NO. II), KOLKATA

==> picture [43 x 44] intentionally omitted <==

Company Petition (CAA) No. 210/KB/2024 Connected with Company Application (CAA) No. 174/KB/2024

nevertheless to all charges now affecting the same, as provided in the Scheme;

• c) All the debts, liabilities and duties and obligations of the Transferor Company to be transferred from the said Appointed Date, without further act or deed, to Transferee Company and shall, the same shall pursuant to Section 232(4) of the Companies Act, 2013, be transferred to and become the debts, liabilities, duties and obligations of the Transferee Company;

• d) All the workmen and employees of the Transferor Company shall be engaged by the Transferee Company, as provided in the Scheme. All the obligations/ liabilities of the Transferor Company with regard to their workmen and employees shall be the responsibilities of the Transferee Company;

• e) All proceedings and/or suit and/ appeals now pending by or against the Transferor Company shall be continued by or against Transferee Company, as provided in the Scheme; and the sanctioning of the scheme by this Tribunal shall not come in the way of any proceedings pending/ contemplated against any of the petitioner companies, for which the relevant records shall be preserved by the Transferee company who is any way responsible for attending to any such proceedings on behalf of the constituent companies.

• f) With effect from the Appointed Date and up to and including the Effective Date, all legal, arbitration, and tax assessment proceedings/appeals of whatsoever nature by or against the

Page 14 of 16

IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT NO. II), KOLKATA

==> picture [43 x 44] intentionally omitted <==

Company Petition (CAA) No. 210/KB/2024 Connected with

Company Application (CAA) No. 174/KB/2024

Transferor Company pending and/or arising on or after the Appointed Date shall be continued and/or enforced by or against the Transferee Company. Any compounding /penalties/ liabilities/ taxes required to be done on behalf of the Transferor Company for any violation of the Companies’ Act shall be the responsibility of the Transferee Company. The Transferee Company shall also preserve the necessary records in respect of any such pending proceedings, at least till the culmination of such proceedings.

• g) Upon the Scheme being effective, the Transferor Company shall stand dissolved without winding up;

• h) Leave is granted to the petitioner to file the Schedule of Assets of the Transferor Company in the form as prescribed in the Schedule to Form No. CAA-7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 within sixty days from the date the order;

• i) The Petitioner do each within thirty days of the date of the receipt of this order, cause a certified copy to be delivered to the Registrar of Companies for registration.

• j) After dissolution of the Transferor Company, the fee paid by the Transferor Company on their Authorized Share Capital to be set off against the fee payable by the Transferee Company on its authorized share capital subsequent to the amalgamation;

Page 15 of 16

IN THE NATIONAL COMPANY LAW TRIBUNAL SPECIAL BENCH (COURT NO. II), KOLKATA

==> picture [43 x 44] intentionally omitted <==

Company Petition (CAA) No. 210/KB/2024 Connected with Company Application (CAA) No. 174/KB/2024

8. The Petitioner shall supply legible print out of the scheme and schedule of assets in acceptable form to the Registry and the Registry will append such printout, upon verification to the certified copy of the order.

9. Hence, the Company Petition (CAA) No. 210/KB/2024 connected with Company Application (CAA) No. 174/KB/2024 is disposed of accordingly.

10. Urgent certified copy of this order, if applied or, be supplied to the party, subject to compliance with all requisite formalities.

Madhu Sinha Member (Technical)

Bidisha Banerjee Member (Judicial)

Signed on this March 27[th] , 2025

Arunav. P (LRA)

Page 16 of 16