NCLT Approves Merger: Kirloskar Ferrous Absorbs Subsidiaries OEPL and AESPL in Scheme of Arrangement
The National Company Law Tribunal (NCLT) has approved a Scheme of Arrangement whereby Oliver Engineering Private Limited (OEPL) and Adicca Energy Solutions Private Limited (AESPL) were merged by absorption into Kirloskar Ferrous Industries Limited (KFIL). The order, pronounced on June 2, 2026, allows the transferor companies to merge with KFIL.The transaction involves the consolidation of three entities: OEPL, AESPL, and KFIL. OEPL and AESPL are wholly owned subsidiaries of Kirloskar Ferrous Industries Limited (KFIL), which is being absorbed into itself in this arrangement. The merger aims to consolidate businesses for long-term sustainability and growth across all parties and stakeholders.
The Scheme provides various benefits, including streamlining the holding structure through a reduction in the number of companies and regulatory compliances. It also focuses on achieving better administration and cost optimization by eliminating duplication and rationalizing administrative expenses.
Overview of Entities Involved
| Company Name | Role in Merger | Incorporation Year | Primary Business Activity |
|---|---|---|---|
| Oliver Engineering Private Limited (OEPL) | Transferor Company No. 1 | 2011 | Ferrous castings and machining |
| Adicca Energy Solutions Private Limited (AESPL) | Transferor Company No. 2 | 2017 | Turnkey projects for solar power systems and technical consultancy for renewable energy systems |
| Kirloskar Ferrous Industries Limited (KFIL) | Transferee Company No. 3 | 1991 | Manufacturing pig iron, grey iron castings, tubes, and steel |
Key Aspects of the Scheme
The merger ensures that no consideration is required to be discharged by the Transferee Company in respect of the transferor companies, as OEPL and AESPL were wholly owned subsidiaries of KFIL. The scheme's rationale included leveraging synergies and pooling resources to achieve economies of scale for the consolidated business.During the course of the proceedings, observations were raised by various authorities, including the Official Liquidator (OL) and an Assistant Commissioner from CGST Division, Rajpura (Punjab). In response, the petitioner companies provided clarifications regarding commitments and past financial statuses. The petitioners committed to absorbing all temporary employees upon the scheme becoming effective on April 1, 2025, should any exist.
The NCLT found that the proposed Scheme was fair and reasonable and did not violate any provisions of law or run contrary to public policy. All requisite statutory compliances were deemed fulfilled, making the Company Petition absolute regarding its prayer clauses.
The transferor companies are dissolved without winding up, and all liabilities accruing in the transferor companies shall be transferred to Kirloskar Ferrous Industries Limited.
KIRLOSIND Stock Price Movement
On Wednesday, shares of Kirloskar Industries Limited shed ₹33.40, settling down 1.07% to close at ₹3,136. The stock traded within an intraday band defined by a high of ₹3,166.8 and a low of ₹3,090, with 3,062 shares changing hands during the session.Disclaimer: Due care and diligence have been taken in compiling and presenting news and market-related content. However, errors or omissions may arise despite such efforts.
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