NCLT Sanctions Scheme of Arrangement and Amalgamation of Kirti Investments with Kedia Construction

NCLT Sanctions Scheme of Arrangement and Amalgamation of Kirti Investments with Kedia Construction​

The National Company Law Tribunal (NCLT), Mumbai Bench, has sanctioned a Scheme of Arrangement and Amalgamation involving Kirti Investments Limited (KIL) and Kedia Construction Company Limited (KCCL). The Scheme outlines the merger of KIL (the Transferor Company) into KCCL (the Transferee Company), alongside a major restructuring of KCCL's share capital.

The order, pronounced on April 6, 2026, confirms the approval of the merger under Sections 230 to 232 read with Section 66 of the Companies Act, 2013.

Details of the Merger and Capital Restructuring​

The Scheme of Arrangement and Amalgamation involves Kirti Investments Limited, which is engaged in providing estate agency and consultancy services, merging with Kedia Construction Company Limited, which operates in construction, construction contractors, and land development.

The restructuring has two primary components:
1. The amalgamation of Kirti Investments Limited with Kedia Construction Company Limited.
2. The reduction and reorganization of the authorized, issued, subscribed, and paid-up share capital of Kedia Construction Company Limited.

The amalgamation is governed by a specific swap ratio: 38 fully paid up equity shares of KCCL (face value INR 1) will be issued and allotted for every 100 equity shares of KIL (face value INR 5).

Capital Structure Changes​

The Scheme mandates a significant reduction in the face value of KCCL's equity shares.


Furthermore, the Scheme provisions include an increase in the authorized share capital of the Transferee Company. The authorized share capital of KCCL will increase to INR 12,60,00,000, comprised of 12,50,00,000 equity shares of INR 1 each and 1,00,000 preference shares of INR 10 each.

Strategic Rationale for the Amalgamation​

The primary rationale for the Scheme emphasizes achieving operational, organizational, and financial efficiencies through the combination of the two companies.

The amalgamation is anticipated to yield benefits including:

• Economies of Scale: Pooling resources to enhance operational, organizational, and financial efficiencies.
• Streamlining Compliances: Unifying and streamlining legal and regulatory compliances currently handled separately by both entities.
• Efficiency Gains: Elimination of multiple record keeping, leading to reduced expenditure and a significant reduction in the multiplicity of regulatory compliances.
• Human Capital: Improved organizational capability and leadership, derived from the pooling of diverse skills, talent, and experience.

The proposed reduction of KCCL's equity share capital is also cited as beneficial, as it will allow the Transferee Company to represent its true and fair financial position with an efficient capital structure.

Key Operational Provisions​

Under the Scheme:

• Transfer of Assets: The entire business and all assets of KIL will be transferred and deemed to vest in KCCL, including all movable and immovable properties, licenses, permits, and intellectual property rights.
• Dissolution Status: Kirti Investments Limited (the Transferor Company) shall stand dissolved automatically upon the Scheme becoming effective, without winding up.
• Timeline: The Scheme is fixed with an appointed date of April 1, 2024.

The Sanctioning Tribunal has ruled that the Scheme is fair and reasonable, binding on all concerned parties, including shareholders, secured and unsecured creditors, and employees. All concerned regulatory authorities are directed to act on the sanctioned Scheme.

Stock Price Movement​

Kedia Construction Company Ltd shares ended Wednesday's session at ₹4.89, marking a significant 4.94% gain for the day. Despite the strong finish, the stock was completely flat throughout the trading day, as the intraday range was locked at ₹4.89.

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