NCLT Sanctions Amalgamation Scheme: India Radiators Ltd and Mercantile Ventures Limited Merge Operations

NCLT Sanctions Amalgamation Scheme: India Radiators Ltd and Mercantile Ventures Limited Merge Operations​

The National Company Law Tribunal (NCLT) has sanctioned the Scheme of Amalgamation between India Radiators Limited (Transferor Company) and Mercantile Ventures Limited (Transferee Company). The approval was pronounced by the NCLT, Division Bench (Court-I), Chennai, on 02 July 2026.

The Scheme involves the consolidation of both Petitioner Companies. The rationale provided for the amalgamation includes significant cost reductions, improved operational efficiency, and achieving economies of scale within a centralized structure. Benefits are expected to come from eliminating duplicate work, reducing overheads, enhancing resource utilization, and promoting overall business growth. The scheme aims to strengthen and stabilize the businesses of both companies by leveraging their combined assets, cash flows, managerial strength, and technical expertise.

Scheme Details and Financial Arrangement​

The amalgamation is governed by a specific Share Exchange Ratio, as verified in the valuation report filed with the Tribunal. This ratio dictates how shareholders of both companies will be compensated under the approved scheme:


The Appointed Date for the Scheme is set as 1 January 2025. The Scheme will become effective upon filing the certified copy of the sanction order with the Registrar of Companies, Chennai, and this date will subsequently be communicated to stock exchanges.

Regulatory Clearance and Compliance​

The amalgamation process involved rigorous statutory review. Reports were filed by various authorities, including the Regional Director (RD) from the Southern Region, the ROC Chennai, the Income Tax Department, and the Official Liquidator (OL). The Tribunal reviewed all reports and responses from the Petitioners to these statutory bodies.

Key observations from the regulatory reviews included:

• Regional Director (RD): Provided an opinion noting aspects of the scheme concerning employee continuity and the share transfer ratio for permanent employees and shareholders, stating that no objections had been raised under the provisions of the Scheme.
• Income Tax Department: Filed a report expressing "No Objection" to the proposed scheme, subject to the condition that all existing and future tax liabilities of the amalgamating company shall be borne by the amalgamated company in accordance with Section 170 of the Income Tax Act.
• Official Liquidator (OL): Expressed observations regarding employee protection undertakings, fixing the Record Date mutually between the companies after sanction, and ensuring that inter-se investments are cancelled only as of the Appointed Date.

The Tribunal noted that all requisite statutory compliances had been fulfilled by both Petitioner Companies, leading to the final sanctioning of the Scheme of Amalgamation.

Stock Price Movement​

India Radiators Ltd. shares settled at ₹15.87 on Monday, marking a strong gain of 4.96%. The stock remained completely flat throughout the trading session, as both the intraday high and low were recorded at ₹15.87.