NCLT Sanctions Amalgamation of RTS Fashion Limited with Mirza International Limited
The National Company Law Tribunal (NCLT), Allahabad Bench in Prayagraj, sanctioned the Scheme of Amalgamation involving Mirza International Limited and RTS Fashion Limited. The Tribunal passed its order on April 23, 2026, approving the merger of RTS Fashion Limited with Mirza International Limited.The Scheme of Amalgamation provides for the amalgamation of RTS Fashion Limited, acting as the Transferor Company, with Mirza International Limited, which serves as the Transferee Company. The appointed date for this scheme is set as April 1, 2025.
The approved scheme is binding on all shareholders and creditors of the companies. Under the sanctioned order, all property, rights, and powers of the Transferor Company are to be transferred to the Transferee Company. Similarly, all liabilities and duties of the Transferor Company are transferred to Mirza International Limited. Furthermore, all employees of the Transferor Company in service on the effective date will transfer to become employees of Mirza International Limited.
Tax Liabilities and Company Undertakings
The Companies submitted comprehensive undertakings confirming the continuity of operations and liabilities post-amalgamation. Mirza International Limited undertook to pay all present and future Income Tax dues and other liabilities in accordance with applicable law.The Tribunal's proceedings noted that the Income Tax Department identified an outstanding tax demand of Rs. 7,26,66,323/- across different Assessment Years. Mirza International Limited provided a detailed breakdown of this demand:
| SI No. | Particulars | Amount | Remark |
|---|---|---|---|
| 1 | Income Tax Demand for the Assessment year 2017-18 | 1,02,17,472 | The demand has been set aside by the Hon'ble ITAT. |
| 2 | Income Tax Demand for the Assessment year 2018-19 | 33,15,991 | The demand has been set aside by the Hon'ble ITAT. |
| 3 | Income Tax Demand for the Assessment year 2021-22 | 9,930 | Paid in full. |
| 4 | Income Tax Demand for the Assessment year 2023-24 | 5,91,22,930 | Appeal filed against the demand. |
| Total: | 7,26,66,323 |
The Tribunal also directed that the Transferee Company shall discharge any outstanding demand found against the Transferor Company. The assessment under the Income Tax Act will proceed according to Section 170 (2A) of the Income Tax Act, 1961.
The Amalgamation is effective from the Appointed Date of April 1, 2025. The order confirms that the Transferee Company is not a subject matter of dissolution, and the proposed Scheme of Amalgamation does not require new share issuance.
MIRZAINT Stock Price Movement
Shares of Mirza International Limited slipped by 1.47% on Friday, settling at ₹32.36 in trading. The stock saw 115,945 shares traded during the session, contributing to the downward movement.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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