NCLT New Delhi Sanctions Amalgamation Of Mawana Foods With Mawana Sugars
The New Delhi Bench of the National Company Law Tribunal (NCLT) on 3 September sanctioned the Scheme of Amalgamation between Mawana Foods Private Limited and Mawana Sugars Limited under the Companies Act, 2013.
A Bench comprising Judicial Member Manni Sankariah Shanmuga Sundaram and Technical Member Reena Sinha Puri sanctioned the scheme after considering reports and responses filed by various statutory authorities. The Tribunal observed:
“...the Scheme of arrangement proposed amongst the Petitioner Companies does not appear to be prejudicial to the interests of the equity shareholders or creditors of the Transferor Company and the Transferee Company. The Scheme appears to be fair and reasonable and beneficial to the said companies and their stakeholders. Accordingly, the Scheme stands sanctioned.”
Mawana Foods Pvt. Ltd., incorporated in 2006, trades sugar under the brand “Mawana”. Mawana Sugars Ltd., a public limited company incorporated in 1961, manufactures and markets sugar and ethanol.
The scheme envisaged consolidating operations to create synergies, simplifying the existing corporate structure, streamlining decision-making, reducing duplication and improving utilisation of human resources.
The NCLT allowed the First Motion Application in January 2025, dispensing with meetings of shareholders and unsecured creditors of the Transferor Company and the secured creditor of the Transferee Company, while directing meetings for the Transferee Company.
Reports filed in February 2026 confirmed unanimous approval of the scheme by equity shareholders and unsecured creditors. The companies fixed 1 April 2025 as the Appointed Date.
The companies submitted that the scheme would not prejudice the shareholders, directors, key management personnel, creditors, lenders, employees or other stakeholders of the companies.
In the second motion petition, the Bench directed notices to various statutory authorities, which subsequently furnished their responses.
The Registrar of Companies/Regional Director noted pending statutory dues and cash losses in the Transferor Company. The companies clarified that the Transferee Company would assume and discharge all the dues. They explained the losses as ordinary business outcomes that had progressively reduced over three years, with provisional profits recorded in FY 2025–26. The Regional Director accepted the clarifications and raised no further objections.
The Income Tax Department reported a minor outstanding demand of Rs. 344 against the Transferor Company and a demand of Rs. 5.21 crore against the Transferee Company. Both companies replied with undertakings. The ITD recorded no objection, subject to protection of revenue interests.
The Official Liquidator filed a report stating no objection to the scheme. SEBI confirmed no objection to the approval of the scheme, noting that the merger involved a wholly owned subsidiary with its parent company and required no prior SEBI approval. The companies made disclosures to the stock exchanges.
The Bench observed that the companies had met all statutory compliances. It noted that the scheme was not prejudicial to shareholders, creditors or stakeholders and was beneficial to them. It directed that the Transferor Company would stand dissolved without winding up.
Accordingly, the NCLT sanctioned the scheme.
For Applicants: Advocates s. Hita Sharma, Ria Agarwal, Akshay Chugh, Kaustubh Prakash, Saheb Singh Chadha
Advocates Kartikeya Asthana & Urvashi Raj for OL; Advocates Abhishek Baid, Mohit Kumar Bafna, Ravinder Kumar and Praneet Das