Receipt of Corrigendum Order in relation to the First Motion order passed by Hon''ble NCLT, Kolkata Bench on 09th April, 2026 in the matter of Scheme of Amalgamation
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Somany Ceramics Ltd has received a corrigendum order from the NCLT Kolkata Bench dated 24th April 2026, correcting the earlier First Motion order dated 9th April 2026. The corrigendum fixes typographical errors, replacing 'Scheme of Arrangement' with 'Scheme of Amalgamation' at multiple places in the original order. The scheme involves the amalgamation of three wholly-owned subsidiaries — Somany Bathware Limited, Somany Excel Vitrified Private Limited, and SR Continental Limited — into Somany Ceramics Ltd (the listed entity), with an appointed date of 1st April 2025. Since all transferor companies are wholly-owned subsidiaries, no valuation report was required and no new shares will be issued. Meetings of equity shareholders and unsecured creditors of Somany Ceramics (Transferee Company) are scheduled for 13th June 2026. All meetings for the transferor companies were dispensed with.
This is an intra-group consolidation of wholly-owned subsidiaries into the listed parent company. Since the consideration is entirely in the form of cancellation of the parent company's own holding, existing shareholders of Somany Ceramics are not financially impacted. The NCLT has cleared the way for the scheme to proceed to the shareholder/creditor voting stage.