Pradeep Metals Ltd Receives NCLT Order for Amalgamation Scheme Update
The National Company Law Tribunal (NCLT), Mumbai Bench, issued an Order dated April 8, 2026, concerning the proposed Scheme of Amalgamation involving Nami Capital Private Limited ('NCPL' or 'Transferor Company') and Pradeep Metals Limited ('PML' or 'Transferee Company').The NCLT directed the Company to convene a Meeting of the Equity Shareholders. This meeting can be held through video conferencing or other audio-visual means, or in the physical presence of the Equity Shareholders, for the purpose of considering and, if thought fit, approving, with or without modifications, the amalgamation detailed in the Scheme. The Company is tasked with intimating the date of the Equity Shareholders Meeting in due course and submitting the detailed Notice and Explanatory Statement for the NCLT convened Meeting of Equity Shareholders subsequently.
Corporate Details and Share Capital Status
The filing outlines the share capital details for both applicant companies.For the First Applicant Company (Nami Capital Private Limited) as on January 31, 2025:
| Particulars | Amount (In Rs.) |
|---|---|
| Authorized Share Capital | |
| 3,50,000 Equity Shares of INR 10 each | 35,00,000 |
| 20,65,000 preference shares of INR 100 each | 20,65,00,000 |
| Total | 21,00,00,000 |
| Issued, Subscribed and Paid-up Share Capital | |
| 1,63,684 equity shares of INR 10 each | 16,36,840 |
| 5,00,000 preference shares of INR 100 each (Paid-up to the extent of Rupees 16/- per share) | 80,00,000 |
| Total | 96,36,840 |
For the Second Applicant Company (Pradeep Metals Limited) as on March 31, 2025:
| Particulars | Amount (In Rs.) |
|---|---|
| Authorised Share Capital | |
| 1,85,00,000 equity shares of INR 10 each | 18,50,00,000 |
| 5,50,000 Preference Shares of INR 100 each | 5,50,00,000 |
| Total | 24,00,00,000 |
| Issued, Subscribed and Paid-up Share Capital | |
| 1,72,70,000 equity shares of INR 10 each | 17,27,00,000 |
| Total | 17,27,00,000 |
Consideration Details
The consideration for the Equity Shareholders of the Transferor Company, as per a valuation report dated March 3, 2025, involves issuing 19,007 Equity Shares of Rs. 10/- each of the Transferee Company for every 300 Equity Shares of Rs. 10/- each held in the Transferor Company.For the Preference Shareholders, the consideration is 1 Equity Share of Rs. 10/- each of the Transferee Company for every 17 Preference Shares of Rs. 100 each partly paid up with Rs. 16/- each held in the Transferor Company.
Business Rationale
The rationale submitted for the Amalgamation includes several objectives, such as:- Simplification of the group structure and consolidation of legal entities.
- Reducing the number of legal entities, which aims to result in lesser administrative and regulatory compliances.
- Simplification of the shareholding structure, promoting greater transparency in relation to Promoter direct engagement with the Transferee Company.
- Improved allocation of capital and optimization of cash flows, contributing to the overall growth prospectus.
- Creation of a larger asset base by consolidating assets, facilitating access to better financial resources, and enabling a focused strategy.
Creditor and Shareholder Consensus
In relation to the statutory meetings, the following positions were noted:- The First Applicant Company (NCPL) has no Secured Creditors as on July 25, 2025, and no Unsecured Creditors as on July 25, 2025.
- The Second Applicant Company (PML) has two Secured Creditors, with an aggregate outstanding amount of Rs. 59,95,82,830.26 as of September 30, 2025. All Secured Creditors provided consent in affidavit form.
- The Second Applicant Company has 274 Unsecured Creditors, with an aggregate outstanding amount of Rs. 39,10,17,651/- as of July 25, 2025.
Due to consents provided by the Secured Creditors and the nature of the Scheme being an arrangement primarily between the Second Applicant Company and its shareholders, the NCLT dispensed with the requirement for meetings of both Secured and Unsecured Creditors.
Procedural Directives
The NCLT directed the Second Applicant Company to issue a Notice convening the meeting of the Equity Shareholders in Form No. CAA.2 and to advertise this notice in Form No. CAA.2 in two newspapers: 'Financial Express' in English and its Marathi translation in 'Navshakti' in Marathi, circulated in the State of Maharashtra at least one month prior to the meeting date.Additionally, the Tribunal directed the service of notices, along with the Scheme, upon various authorities, including the Central Government through the Regional Director, Western region, Mumbai, the Registrar of Companies, Mumbai, and the concerned Income Tax Authorities.
Stock Price Movement
As of 3:00 PM, Pradeep Metals Ltd shares are sliding lower, marking at ₹365.95, which represents a 2.65% decrease. The stock has experienced significant intraday movement, oscillating between a low of ₹362.00 and a high of ₹381.90.Source:
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