NCLT Ahmedabad Sanctions Scheme of Amalgamation of Kunal Plastics Private Limited with Ecoplast Limited
The NCLT Ahmedabad Bench sanctioned the Scheme of Amalgamation of Kunal Plastics Private Limited with Ecoplast Limited on 14 May 2026, with an Appointed Date of 01 April 2025. The scheme was approved under Sections 230–232 of the Companies Act, 2013, following compliance with observations from the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Department. Upon effectiveness, Kunal Plastics Private Limited will be dissolved without winding up, with all assets, liabilities, and employees transferring to Ecoplast Limited. The scheme will be made effective upon filing the certified copy of the order via E-Form INC-28 with the Registrar of Companies, Ahmedabad.

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The National Company Law Tribunal (NCLT), Ahmedabad Bench, on 14 May 2026 passed an order sanctioning the Scheme of Amalgamation of Kunal Plastics Private Limited with Ecoplast Limited and their respective shareholders and creditors. The order was pronounced in open court by Mrs. Chitra Hankare, Hon'ble Member (Judicial), and Dr. Velamur G Venkata Chalapathy, Hon'ble Member (Technical). Ecoplast Limited disclosed the development to BSE on 15 May 2026 pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Key Details of the Amalgamation Scheme
The amalgamation was filed as a joint Company Petition under Sections 230–232 of the Companies Act, 2013, read with the Companies (Compromise, Arrangement and Amalgamations) Rules, 2016. The following table summarises the key parameters of the approved scheme:
| Parameter: | Details |
|---|---|
| Transferor Company: | Kunal Plastics Private Limited |
| Transferee Company: | Ecoplast Limited |
| Appointed Date: | 01 April 2025 |
| Order Date: | 14 May 2026 |
| NCLT Bench: | Ahmedabad, Court – II |
| Company Petition No.: | CP (CAA) 64 of 2025 in CA (CAA) 38 of 2025 |
| Accounting Standard: | Ind-AS 103 – Pooling of Interest Method |
Regulatory Compliance and Approvals
Prior to the NCLT's sanction, the scheme underwent scrutiny from multiple statutory and regulatory authorities. The Board of Directors of both petitioner companies approved the Scheme of Amalgamation through Board Resolutions dated 14 December 2024. Shareholder meetings of the Transferor Company were dispensed with in view of 100% consent affidavits, while the meeting of equity shareholders of the Transferee Company and unsecured creditors of both companies was held on 28 November 2025 via video conferencing, with the requisite majority approving the scheme.
The Regional Director (North-Western Region) and the Registrar of Companies submitted observations, to which the petitioner companies filed a compliance affidavit dated 18 February 2026. Key undertakings provided by the petitioner companies included:
- Compliance with Section 232(3)(i) of the Companies Act, 2013, including payment of differential fees, if any
- Adherence to the BSE observation letter dated 05 June 2025 issued pursuant to SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20 June 2023
- Compliance with applicable FEMA provisions and RBI guidelines concerning a Foreign National/NRI/Foreign Body Corporate holding shares in the Transferor Company
- Preservation of books of accounts, papers, and records of the Transferor Company as required under Section 239 of the Companies Act, 2013
- No CIRP proceedings under IBC or winding-up proceedings pending against either petitioner company
The Official Liquidator filed a representation dated 20 January 2026 with no specific adverse observations. The Income Tax Department, in its report dated 30 March 2026, confirmed no outstanding demand against the applicant companies, while reserving its rights under applicable provisions of the Income Tax Act.
Financial and Operational Directions
The NCLT issued several specific directions as part of the order, including the following fee obligations:
| Fee Payable To: | Amount | Payable By: |
|---|---|---|
| Office of the Regional Director: | Rs. 20,000/- | Transferee Company |
| Office of the Official Liquidator: | Rs. 10,000/- | Transferee Company |
The Transferee Company has also been directed to complete the assessment and payment of dues of the Transferor Company pertaining to the period prior to the scheme within a period of 1 year and provide an appropriate declaration on the outstanding amounts in its next financial balance sheet.
Effect of the Scheme and Next Steps
Upon coming into effect, the Transferor Company — Kunal Plastics Private Limited — shall stand dissolved without winding up. All properties, rights, powers, liabilities, and duties of the Transferor Company will vest in Ecoplast Limited pursuant to Section 232 of the Companies Act, 2013. All workers and employees of the Transferor Company shall be deemed to have become employees of the Transferee Company from the Appointed Date, with no break or discontinuance in service and on terms no less favourable than those previously applicable.
Ecoplast Limited noted that the certified copy of the NCLT order is awaited, and the scheme will be made effective upon filing the certified copy through E-Form INC-28 with the Registrar of Companies, Ahmedabad, Gujarat. The petitioner companies are further directed to lodge a copy of the order and the approved scheme with the concerned Superintendent of Stamps for adjudication of stamp duty, if any, within 60 days from the date of the order.
Historical Stock Returns for Ecoplast
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +1.85% | -2.99% | +1.13% | -7.53% | -26.39% | +428.50% |
How will the absorption of Kunal Plastics' assets and liabilities under the Pooling of Interest Method impact Ecoplast Limited's balance sheet metrics and key financial ratios in FY2025-26?
What synergies in production capacity, customer base, or supply chain does Ecoplast Limited expect to realize from this amalgamation, and over what timeline?
Given the FEMA and RBI compliance undertakings related to foreign shareholding in Kunal Plastics, could there be any regulatory hurdles or share restructuring requirements that may affect Ecoplast's post-merger capital structure?































