Somany Ceramics Limited has received a significant regulatory milestone with the National Company Law Tribunal (NCLT) Kolkata Bench issuing its first motion order for the company's proposed amalgamation scheme. The order, pronounced on 9th April, 2026, and uploaded to the NCLT website on 10th April, 2026, sets the framework for merging three wholly-owned subsidiaries into the parent company.

Amalgamation Structure and Timeline

The comprehensive scheme involves the amalgamation of three transferor companies into Somany Ceramics Limited as the transferee company. The merger carries an appointed date of 1st April, 2025, from which the business undertakings of all transferor companies will be transferred.

Companies Involved in the Scheme

The amalgamation encompasses three transferor companies, all wholly-owned subsidiaries of Somany Ceramics Limited:

• Somany Bathware Limited (SBL) - Transferor Company 1
• Somany Excel Vitrified Private Limited (SEVPL) - Transferor Company 2
• SR Continental Limited (SRCL) - Transferor Company 3

All companies maintain their registered offices at 2, Red Cross Place, Kolkata-700001, West Bengal, within the NCLT Kolkata Bench's jurisdiction.

Stakeholder Composition and Meeting Requirements

The NCLT order details the stakeholder structure across all companies involved in the amalgamation. The tribunal's decision reflects the wholly-owned subsidiary status of the transferor companies.

Meeting Dispensations and Requirements

The NCLT has strategically dispensed with multiple meetings while requiring specific approvals. The tribunal dispensed with meetings of equity shareholders for all three transferor companies, along with meetings of secured creditors for all applicant companies and unsecured creditors for the transferor companies.

However, two critical meetings must be convened for Somany Ceramics Limited:

• Equity Shareholders Meeting: Saturday, 13th June, 2026 at 11:30 AM
• Unsecured Creditors Meeting: Saturday, 13th June, 2026 at 12:30 PM

Regulatory Framework and Compliance

The scheme operates under Sections 230 to 232 of the Companies Act, 2013, with the board of directors of all applicant companies approving the arrangement on 7th November, 2025. The NCLT noted that Somany Ceramics' shares are listed on both the National Stock Exchange of India Limited and BSE Limited.

Key compliance aspects include:

• No valuation report required due to absence of share issuance
• Statutory auditor certificates confirming accounting standard compliance
• Scheme falls outside Competition Act, 2002 purview
• No NBFC involvement in the amalgamation

Meeting Procedures and Governance

The tribunal has appointed specific officials to oversee the meeting process. Adv. Namrata Basu will serve as Chairperson for both meetings, receiving ₹1,00,000 for conducting the proceedings. Siddhartha Mukhopadhyay has been designated as Scrutinizer, with compensation of ₹80,000.

The meetings will utilize e-voting facilities in accordance with Companies (Management & Administration) Rules, 2014. The cut-off date for determining voting eligibility differs between stakeholder groups - 6th June, 2026 for equity shareholders and 31st December, 2025 for unsecured creditors.

Approval Requirements and Next Steps

For the scheme to proceed, it requires approval from a majority in number representing three-fourths in value of both equity shareholders and unsecured creditors of Somany Ceramics Limited. The Chairperson must report meeting results to the tribunal within four weeks of conclusion.

The company must also serve notices to various regulatory authorities including the Regional Director Eastern Region, Registrar of Companies West Bengal, Income Tax Department, GST authorities, and the Official Liquidator of Calcutta High Court. Upon successful completion of all requirements and approvals, the transferor companies will stand dissolved without winding up proceedings.

Somany ceramics Limited has submitted its quarterly compliance certificate under SEBI Regulation 74(5) for the quarter ended 31st March, 2026. The filing demonstrates the company's adherence to regulatory requirements governing depositories and participants.

Regulatory Compliance Filing

The certificate was formally submitted on 9th April, 2026, to both National Securities Depository Ltd. and Central Depository Services (India) Ltd. Company Secretary and Compliance Officer Anuj Kalia signed the submission, ensuring proper regulatory compliance for the Q4FY26 period.

Registrar Confirmation

Maheshwari Datamatics Private Limited, serving as the company's Registrar and Share Transfer Agent, issued the compliance certificate on 2nd April, 2026. The registrar confirmed sending the Demat Transfer Register for the period 1st January, 2026 to 31st March, 2026 to the depositories and all stock exchanges where Somany Ceramics shares are listed.

Compliance Requirements Met

The certificate confirms that all regulatory obligations under SEBI's depositories regulations have been fulfilled. Key compliance aspects include:

• Proper maintenance and submission of Demat Transfer Registers
• Timely communication with depositories and stock exchanges
• Destruction of physical securities after dematerialisation within stipulated timeframes
• Adherence to quarterly reporting requirements

Stock Exchange Notifications

The filing was simultaneously communicated to both National Stock Exchange of India Limited and BSE Limited, ensuring comprehensive regulatory disclosure. This maintains transparency with all relevant market infrastructure institutions where the company's securities are traded.

The submission represents routine quarterly compliance activity, demonstrating Somany Ceramics' commitment to maintaining proper regulatory standards in securities handling and depository operations.