NCLT Mumbai Approves Merger Of Three JSW Steel Subsidiaries With Parent Company

The Mumbai bench of the National Company Law Tribunal approved the merger of JSW Steel Ltd's three wholly owned subsidiaries, Amba River Coke Ltd, Monnet Cement Ltd., and JSW Retail and Distribution Ltd, into the parent company

The bench of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar held that the scheme was fair, reasonable and not contrary to law or public policy.

The merger aims to simplify the JSW Group's corporate structure, improve operational efficiency, reduce administrative and compliance costs and enable better utilisation of resources and infrastructure. The appointed date under the scheme is April 1, 2026.

Since all three transferor companies are wholly owned subsidiaries of JSW Steel, the Tribunal noted that no fresh shares would be issued under the scheme. JSW Steel shareholding in the transferor companies would stand cancelled once the scheme becomes effective.

The Tribunal recorded that the observations of the Regional Director, Official Liquidator and Income Tax Department had been satisfactorily addressed. It also noted that no objections had been received from any other statutory authority, creditor or stakeholder.

Accordingly, the Tribunal sanctioned the scheme, directed dissolution of the three transferor companies without winding up and clarified that the Income Tax Department would remain free to examine any tax implications arising from the merger.

The companies were directed to file the order with the Registrar of Companies within 30 days and lodge it with the Superintendent of Stamps within 60 days for adjudication of stamp duty. 

For the Petitioner Companies: Adv. Hemant Sethi