NCLT Approves Merger Of Dalmia Cement’s North East Arm, Vinay Cement To Transfer Assets

The National Company Law Tribunal (NCLT), Guwahati Bench, has approved the long-awaited merger of Dalmia Cement (North East) Limited with Vinay Cement Limited. The decision, formalized in an order dated February 21, 2025, is set to streamline the cement and mining business under one operational umbrella within Dalmia Bharat's group structure.

Demerger and Transfer of Assets

The scheme involves the demerger and transfer of cement and mining business operations from Vinay Cement Limited, a subsidiary of Dalmia Cement, to Dalmia Cement (North East) Limited. This restructuring is expected to enhance operational efficiency and consolidate the company's market presence in the North East region.

The appointed date for the merger is March 31, 2023, and the process falls under Sections 230 to 232 of the Companies Act, 2013. The certified copy of the NCLT order was officially received by Dalmia Cement (North East) Limited on March 12, 2025.

No Share Issuance in the Arrangement

Dalmia Bharat Limited, the parent company, clarified that it is not directly involved in the transaction, and no shares will be issued as part of this arrangement. Both Dalmia Cement (North East) Limited and Vinay Cement Limited will continue to operate as subsidiaries under Dalmia Bharat, maintaining their individual legal structures but benefiting from synergies within the group.

Next Steps and Regulatory Filings

While the tribunal has given its approval, the implementation of the merger is subject to additional legal formalities. The finalization will be completed once the certified true copy of the order is filed with the Registrar of Companies (RoC) in Guwahati.

The merger is expected to reinforce Dalmia Bharat’s strategic focus on the North East cement market, enhancing production capacity and operational efficiencies. With this move, the company is set to strengthen its foothold in the region, leveraging the combined expertise and resources of its subsidiaries.