Ramkrishna Forgings Limited has received approval from the National Company Law Tribunal (NCLT), Kolkata Bench for a significant corporate restructuring involving its subsidiaries. The tribunal pronounced its order on February 27, 2026, sanctioning the scheme of amalgamation that will consolidate three wholly owned subsidiaries under one entity.

NCLT Approval Details

The Hon'ble National Company Law Tribunal heard the petition on January 22, 2026, and subsequently approved the scheme through its order pronounced on February 27, 2026. The order was uploaded on the tribunal's website on the same day, with the certified copy awaited for final implementation.

Companies Involved in Amalgamation

The scheme involves the merger of two transferor companies with one transferee company, all operating under the Ramkrishna Forgings Limited umbrella:

All companies maintain their registered offices at 9th Floor, 23 Circus Avenue, Kolkata-700017, West Bengal, India. Notably, Ramkrishna Casting Solutions Limited was formerly known as JMT Auto Limited and had shifted its registered office from Delhi to Kolkata.

Strategic Rationale and Benefits

The tribunal order outlined several justifications for the amalgamation scheme. The companies are carrying similar business activities under the same management group, with Ramkrishna Forgings Limited having acquired the transferor companies through a share purchase agreement dated July 21, 2023, for an all-cash consideration. The transferee company was acquired through implementation of a resolution plan under the Insolvency and Bankruptcy Code, 2015.

Key benefits identified include:

• Better administrative control and operational convenience
• Prevention of cost duplication and enhanced cost efficiency
• Streamlined group structure by reducing legal entities
• Reduced multiplicity of legal and regulatory compliances
• Optimal utilization of existing resources and infrastructure
• Greater efficiency in cash management and access to combined cash flows

Compliance and Procedural Aspects

The scheme received comprehensive regulatory review and compliance verification. The statutory auditor confirmed that the accounting treatment conforms with accounting standards prescribed under Section 133 of the Companies Act, 2013. The exchange ratio of shares was fixed on a fair and reasonable basis based on the valuation report by CA Ritesh Kumar Gupta.

Notably, the tribunal dispensed with meetings of equity shareholders, secured creditors, unsecured creditors, and debenture holders under Section 230(1) read with Section 232(1) of the Act, as consents were provided through affidavits. The companies are not listed on any stock exchange.

Implementation Timeline

The scheme becomes effective upon filing the certified copy of the NCLT order with the Registrar of Companies, Kolkata. The petitioners must deliver the certified copy within thirty days of receiving the order. Upon effectiveness, the transferor companies will stand dissolved without winding up, and all assets, liabilities, employees, and ongoing proceedings will transfer to Ramkrishna Casting Solutions Limited.

The order also mandates that the transferee company will allot shares to shareholders of Multitech Auto Private Limited post-amalgamation in accordance with the scheme provisions.

Ramkrishna Forgings has reaffirmed its strategic commitment to achieving double-digit growth in FY26, signaling confidence in its operational capabilities and market positioning. The company's management remains optimistic about its growth trajectory despite prevailing market conditions.

Growth Strategy and Financial Targets

The company has maintained its double-digit growth forecast for FY26, reflecting a sustained focus on business expansion and operational excellence. This growth target demonstrates the management's confidence in the company's ability to capitalize on market opportunities and deliver consistent performance.

Margin Enhancement Initiative

Ramkrishna Forgings is pursuing a systematic approach to margin improvement, targeting a range of 19% to 20%. The company plans to achieve these margins through steady quarterly improvements, indicating a gradual and sustainable enhancement strategy rather than aggressive short-term measures.

The absence of a specific timeline for achieving the targeted margin levels suggests the company is taking a measured approach, prioritizing sustainable improvements over rushed implementation. This strategy reflects prudent financial planning and risk management.

Strategic Outlook

The company's decision to maintain its growth forecast while simultaneously working toward margin enhancement indicates a balanced approach to business development. By focusing on both top-line growth and profitability improvements, Ramkrishna Forgings is positioning itself for comprehensive financial performance enhancement in the coming fiscal year.