Amba River Coke Limited Vs JSW Steel Limited (NCLT Mumbai)
The Mumbai Bench of the National Company Law Tribunal (NCLT) allowed a company scheme petition under Sections 230 and 232 of the Companies Act, 2013 for the amalgamation of three transferor companies, all wholly owned subsidiaries, with the transferee company. The Scheme of Arrangement had been approved by the respective Boards of Directors on 17.10.2025, with the appointed date fixed as 01.04.2026.
The petitioners submitted that the amalgamation would result in operational efficiency, pooling of technical resources and expertise, reduction of administrative and operational costs, rationalisation of group structure by reducing the number of legal entities, elimination of multiple compliance requirements, and simplification of financial consolidation. Since all transferor companies were wholly owned subsidiaries of the transferee company, the Scheme provided that no fresh allotment of shares would be made. Instead, the shares held in the transferor companies would stand cancelled upon the Scheme becoming effective.
The Tribunal noted that the petitioner companies had complied with the procedural requirements prescribed in its earlier directions and had filed the necessary affidavits of compliance. The petitioners also confirmed that there were no pending investigations under the specified provisions of the Companies Act, no winding-up petitions, and no ongoing adjudication, recovery proceedings or litigation except as disclosed in the Scheme.
