Kedia Construction Company Completes Merger with Kirti Investments, Announces Major Capital Restructuring

Kedia Construction Company Completes Merger with Kirti Investments, Announces Major Capital Restructuring​

Kedia Construction Company Limited (KCCL) has finalized a significant corporate restructuring through a Scheme of Arrangement and Amalgamation involving Kirti Investments Limited. The scheme entails both the merger of the two companies and a substantial reduction in the face value of equity shares held by KCCL.

The transaction brings together the operational strengths of the Transferee Company (KCCL), which is engaged in construction, builders, construction contractors, and land development, with the business provided by the Transferor Company (Kirti Investments Limited), which operates in estate agency and consultancy services.

Capital Reduction at Kedia Construction Co. Ltd.​

A core component of the scheme involves reducing the face value of equity shares capital of KCCL. Previously, KCCL’s authorized share capital reflected its issued and paid-up equity shares at a face value of Rs 5/- per share.

Under the Scheme, this capital is being reorganized to reflect reduced face value. The change affects the total authorized, issued, subscribed, and paid-up share capital of the company as follows:


The reduction means that the face value of the equity share capital has been reduced from Rs 5/- to Rs 1/-, and the reorganization is an integral part of the overall scheme.

Merger Details: Kirti Investments into KCCL​

The Scheme also details the amalgamation of Kirti Investments Limited (KIL) with Kedia Construction Company Limited. This merger will lead to the issuance of New Equity Shares by KCCL to the shareholders of KIL.

The transaction is governed by a defined swap ratio, which dictates the allotment of new equity shares from KCCL in exchange for the shares held in KIL. The swap ratio is set as follows:

* 38 fully paid up equity shares having a face value of INR 1/- each of Kedia Construction Company Limited will be issued for every 100 equity shares having a face value of INR 5/- each held in Kirti Investments Limited.

The merger aims to achieve enhanced operational and organizational efficiencies, unify legal and regulatory compliances, and eliminate the complexity of multiple record keeping across both entities.

Financial and Operational Context​

Post-amalgamation, the authorized share capital of KCCL is set to increase significantly. The combined authorized share capital has been increased by an amount equivalent to INR 12,60,00,000/- (Rupees Twelve Crores Sixty Lacs only). This increase includes an allocation of stamp duties and fees paid on the shares of KIL.

The scheme stipulates that the transfer of assets and liabilities from KIL to KCCL will be seamless, with all statutory licenses, permits, approvals, and contracts belonging to KIL vesting in KCCL upon the Effective Date. Furthermore, both companies have undertaken to ensure compliance with applicable tax laws related to this restructuring. The scheme confirms that none of the existing creditors or employees of the parties are adversely affected by the capital reduction or merger.

Stock Price Movement​

Kedia Construction Company Ltd shares settled at ₹4.89 on Wednesday, ticking up 4.94% from the previous close. The stock traded completely flat throughout the session, holding steady at the intraday high and low of ₹4.89.