NCLT Delhi Sanctions Mawana Foods Amalgamation With Mawana Sugars From 1 April 2026

In re Mawana Foods Private Limited (NCLT Delhi)

Summary: The NCLT, New Delhi sanctioned the Scheme of Amalgamation of Mawana Foods Private Limited, the Transferor Company, with its holding company Mawana Sugars Limited, the Transferee Company, under Sections 230-232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Mawana Foods, incorporated on 03.01.2006, was engaged in trading sugar under the “Mawana” brand, while Mawana Sugars, incorporated on 27.03.1961, manufactured and marketed sugar and ethanol and generated power. The Scheme contemplated consolidation of similar businesses, pooling of financial, marketing, technical and distribution resources, cost efficiencies, simplification of the corporate structure and elimination of administrative duplication. The First Motion proceedings resulted in dispensation or conduct of stakeholder meetings as directed, and the Scheme was unanimously approved by the equity shareholders and unsecured creditor of the Transferee Company.

The Scheme originally specified 01.04.2025 as its appointed date. The Regional Director/ROC raised observations concerning unpaid disputed statutory dues, cash losses of the Transferor Company, its wholly owned subsidiary status, Form MGT-6 and compliance concerning revised authorised share capital. After considering the companies’ responses and undertakings, the Regional Director stated that no further representation remained. The Income Tax Department reported an outstanding demand of Rs.344/- against the Transferor Company, which was stated to have been paid, and a demand of Rs.5,21,03,245/- against the Transferee Company. The Transferee Company also disclosed appeals relating to AYs 2017-18 and 2018-19. The Income Tax Department ultimately raised no objection to the Scheme subject to protection of its rights and fulfilment of stipulated conditions.