NCLT Kolkata Bench Passes Order on Scheme of Amalgamation for Somany Group Entities

NCLT Kolkata Bench Passes Order on Scheme of Amalgamation for Somany Group Entities

NCLT Kolkata Bench Passes Order on Scheme of Amalgamation for Somany Group Entities​

Somany Ceramics Ltd received an order from the National Company Law Tribunal, Kolkata Bench, concerning the proposed Scheme of Amalgamation involving several entities within the Somany Group. The order was pronounced on April 9, 2026, and subsequently uploaded on the NCLT's website on April 10, 2026.

The scheme involves the amalgamation of Somany Bathware Limited, Somany Excel Vitrified Private Limited, and SR Continental Limited (collectively referred to as the Transferor Companies) into Somany Ceramics Limited (the Transferee Company).

The Tribunal issued specific directions regarding the meetings of the involved companies' stakeholders. Notably, the meetings for the equity shareholders and unsecured creditors of the Transferor companies, as well as the secured creditors for both the Transferor and Transferee companies, were dispensed with by the Tribunal.

In contrast, the NCLT directed the convening of meetings for the equity shareholders and unsecured creditors of the Transferee Company, Somany Ceramics Limited.

Meeting Schedule Details​

The Tribunal scheduled the required meetings to be held via Video Conferencing or other audio-visual mode:

  • Meeting of Equity Shareholders of Somany Ceramics Limited: Saturday, June 13, 2026, at 11:30 AM.
  • Meeting of Unsecured Creditors of Somany Ceramics Limited: Saturday, June 13, 2026, at 12:30 PM.

Stakeholder Information​

Details regarding the shareholding and creditor base of the applicant companies were presented to the Tribunal. The following table outlines the number of shareholders and creditors as reported:

Company NameEquity Shareholders (as of 31 Dec 2025)Secured Creditors (as of 31 Dec 2025)Unsecured Creditors (as of 31 Dec 2025)
Somany Bathware Limited7NILNIL
Somany Excel Vitrified Private Limited7NIL8
SR Continental Limited7NILNIL
Somany Ceramics Limited3149441167

Tribunal Directions​

The Tribunal confirmed that the meetings of the equity shareholders of Applicant Companies No. 1, 2, and 3, and the secured and unsecured creditors of all Applicant companies were dispensed with. Conversely, meetings for the equity shareholders and unsecured creditors of Applicant No. 4 (Somany Ceramics Limited) must take place.

The Tribunal appointed Adv. Namrata Basu as the Chairperson for the meetings, to be paid a consolidated sum of Rs 1,00,000. Siddhartha Mukhopadhyay was appointed as the Scrutinizer for the meetings, receiving a consolidated sum of Rs 80,000.

Voting for the Transferee Company's stakeholders is set to be determined by a cut-off date of June 6, 2026, for equity shareholders and December 31, 2025, for unsecured creditors. Voting will be conducted through the e-voting facility.

SOMANYCERA Stock Price Movement​

On Friday, Somany Ceramics Limited shares gained 3.06%, finishing the session with prices around ₹429 amid positive momentum. The equity traded on volume of 29,840 shares, contributing to the day's upward trajectory.

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