JSW Steel Limited has received the final order from the National Company Law Tribunal, Mumbai Bench, sanctioning the scheme of amalgamation of Amba River Coke Limited, Monnet Cement Limited and JSW Retail and Distribution Limited with the company, according to a regulatory filing dated July 3.
The NCLT pronounced the order on July 2, and it was made available on the tribunal’s website the same day. The scheme will become effective once the certified order is received and filed by all the companies with the Registrar of Companies, Mumbai, and JSW Steel has said it will separately intimate the stock exchanges about the effective date.
Amba River Coke, which is engaged in the manufacturing and sale of coke and pellets, and JSW Retail and Distribution, which handles marketing and technical consultancy services for steel and metal sheet products, are being merged into JSW Steel along with Monnet Cement, an unlisted public company with no current business operations. All three transferor companies are wholly owned subsidiaries of JSW Steel, and as a result no shares will be issued or allotted as consideration under the scheme. Existing share certificates and electronic holdings representing shares in the transferor companies will stand cancelled once the scheme takes effect.
The appointed date for the scheme is April 1, 2026. The board of directors of the companies had originally approved the amalgamation on October 17, 2025. According to the NCLT order, the rationale for the merger includes operational efficiency from synergistic linkages, pooling of technical resources and personnel, a streamlined group structure with fewer legal entities, reduced administrative and regulatory compliance burden, and lower costs from consolidated record keeping and financial reporting.
The tribunal noted that the Regional Director, Western Region, and the Official Liquidator, Bombay High Court, had filed their reports without raising objections that remained unresolved, and that income tax authorities in Mumbai had granted no objection to the scheme subject to certain observations, which were addressed through affidavits filed by the petitioner companies. The order stated that all existing and future tax liabilities, assessments and proceedings against the transferor companies will continue to be enforceable against JSW Steel, and that the income tax department retains the right to examine any tax implications arising from the scheme.
The order also directed that the transferor companies stand dissolved without winding up, while liabilities relating to any offences committed by officers of the transferor companies prior to the merger will continue to apply as provided under Section 240 of the Companies Act, 2013. JSW Steel has been directed to file the order along with the scheme with the Registrar of Companies within 30 days of receipt.
Comments are closed.