Kiran Vyapar 2025 update: secretarial auditor, merger details

Key disclosures under SEBI LODR

Kiran Vyapar Limited has made multiple disclosures under Regulation 30 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company informed the exchange about governance actions taken by its Board and structural changes arising from a tribunal-approved amalgamation.

Separately, the broader legal environment around mergers continues to evolve, with recent court rulings clarifying how merger schemes are treated for stamp duty purposes and when tribunals may refuse schemes on public interest grounds. While those rulings are not company-specific, they frame how Indian courts and regulators look at court-sanctioned transactions.

Board appoints secretarial auditor for five years

In a Board meeting held on Monday, August 11, 2025, the company approved the appointment of M/s M R & Associates, a peer reviewed firm of Company Secretaries in Practice (FRN: P2003WB008000), as Secretarial Auditors. The appointment was approved on the recommendation of the Audit Committee.

The tenure is for a term of five consecutive years, commencing from FY 2025-26 through FY 2029-30. The appointment is subject to shareholder approval at the ensuing annual general meeting (AGM). The company cited Regulations 30 and 33 of SEBI (LODR) Regulations, 2015 in its intimation.

Subsidiaries and associate cease after amalgamation becomes effective

In an earlier exchange intimation dated December 11, 2024, Kiran Vyapar reported receiving information from four subsidiaries and one associate company that the National Company Law Tribunal (NCLT), Kolkata Bench had sanctioned a Scheme of Amalgamation.

As per the disclosure, the NCLT sanctioned the scheme by its order dated October 23, 2024. A certified copy of the order sanctioning the scheme under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 was issued on December 2, 2024. The order was then filed with the Registrar of Companies, West Bengal on December 10, 2024. In terms of the scheme’s definition of “effective date”, the scheme became effective from December 10, 2024.

Consequent to the scheme becoming effective, the transferor entities stood dissolved and ceased to be subsidiaries or associate of Kiran Vyapar with effect from December 10, 2024.

Which entities were involved in the scheme

The company’s exchange filing listed four subsidiaries and one associate company as transferor companies proposed to be merged with Maharaja Shree Umaid Mills Limited, described as the transferee company.

The subsidiaries and associate named were:

• Anantay Greenview Private Limited
• Sarvadeva Greenpark Private Limited
• Sishiray Greenview Private Limited
• Uttaray Greenpark Private Limited
• The Kishore Trading Company Limited (associate)

Consideration: share issuance by the transferee company

As per the disclosure, Maharaja Shree Umaid Mills Limited will discharge the consideration mentioned in the approved scheme by issuing and allotting equity shares of face value Rs. 10 each (“New Shares”). The filing also set out the share exchange ratios for the equity shareholdings held by Kiran Vyapar in the transferor entities.

Key dates and milestones

Share exchange ratios and disclosed turnover figures

The company’s annexure also included specific share exchange ratios and, for some transferor entities, turnover or revenue or income figures as on March 2024. Where the filing presented numbers in lakhs, they are also expressed below in INR crore for consistency.

RBI approval for Singapore acquisition and funding cap

Separately, the company also referred to an earlier intimation dated March 7, 2024, under which its Board agreed to acquire 100% of the equity shareholding in Peepul Tree Capital Pte. Ltd. (PTCPL), a private limited company incorporated in Singapore, from River Valley Asset Management Pte. Ltd. (RVAMPL), also incorporated in Singapore.

The same disclosure stated that the company would subsequently make further subscription for a total consideration (towards acquisition and/or further subscription) not exceeding Rs. 100 crore, subject to necessary regulatory approvals including the Reserve Bank of India, and completion of customary conditions under a Share Purchase Agreement and Share Subscription Agreement.

The company later disclosed that it received RBI approval for the acquisition and further capitalisation on November 12, 2024.

Legal backdrop: stamp duty and tribunal scrutiny of merger schemes

In the wider legal context on merger execution, the Delhi High Court ruling in Ambuja Cements Ltd v. Collector of Stamps clarified stamp duty implications for mergers involving wholly-owned subsidiaries in Delhi. The report stated that court-sanctioned amalgamation schemes are considered “instruments” and are subject to stamp duty, aligning with earlier Supreme Court rulings and resolving inconsistencies across jurisdictions.

Separately, the provided material also referenced an NCLT decision refusing a merger scheme of three companies, citing public interest. The summary stated that the tribunal examined whether the scheme served a genuine business purpose and noted concerns that the objective was to legitimise “paper transactions” or accommodation entries, which it found against public interest.

Conclusion

Kiran Vyapar’s disclosures cover two key corporate developments: a five-year appointment of a secretarial auditor starting FY 2025-26 (subject to shareholder approval) and the structural impact of an NCLT-sanctioned amalgamation that resulted in the cessation of four subsidiaries and one associate from December 10, 2024. In parallel, the company has also disclosed RBI approval for its Singapore acquisition and further subscription plan capped at Rs. 100 crore.

The next formal milestone on the governance side is shareholder consideration of the secretarial auditor appointment at the ensuing AGM, as stated in the company’s filing.