NCLT Grants Approval for Dalmia Cement’s North East Arm and Vinay Cement Merger
The National Company Law Tribunal (NCLT), Guwahati Bench, has approved a Scheme of Arrangement between Dalmia Cement (North East) and Vinay Cement, both subsidiaries of Dalmia Bharat. The merger aims to consolidate cement and mining operations under a single entity to improve operational efficiency and streamline business activities.
According to the NCLT order dated February 21, 2025, the Scheme involves the demerger and transfer of the cement and mining business from Vinay Cement to Dalmia Cement (North East). The effective date of the merger is March 31, 2023, as per the provisions of Sections 230 to 232 of the Companies Act, 2013. The approval enables Dalmia Cement (North East) to integrate operations and optimize resource allocation.
Dalmia Bharat has clarified that it is not directly involved in the Scheme, and no shares will be issued by or to the company as part of this arrangement. Both subsidiaries will continue to operate under Dalmia Bharat’s corporate structure post-merger.
Dalmia Cement (North East) received the certified copy of the NCLT order on March 12, 2025. The implementation of the Scheme requires the completion of additional legal formalities, including filing the certified order with the Registrar of Companies in Guwahati. Once these formalities are complete, the merger will take full effect.
The consolidation is expected to streamline regulatory compliance and improve operational synergies between the two entities. It will also facilitate better utilization of resources, aligning with Dalmia Cement’s long-term growth strategy.
Despite the merger approval, Dalmia Bharat’s share price has seen a decline in recent months. Over the past month, the stock has dropped by more than 10%, while it has fallen over 15% in the past six months. On a year-on-year basis, Dalmia Bharat’s share price has declined by 12%. However, over a five-year period, the stock has delivered returns of 158%.
The merger aligns with Dalmia Bharat’s broader strategy to optimize its subsidiary structure and improve operational efficiencies. By consolidating cement and mining operations within Dalmia Cement (North East), the company aims to reduce costs, enhance productivity, and strengthen its presence in the North East region.
Industry analysts suggest that while short-term stock performance remains volatile, the long-term benefits of the consolidation could support Dalmia Bharat’s expansion and profitability. The integration of Vinay Cement’s assets with Dalmia Cement (North East) is expected to strengthen production capacity and supply chain efficiency.
The successful completion of the legal formalities will mark a significant step in Dalmia Bharat’s efforts to streamline its operations.