Key Details of the Scheme

  • The Scheme of Amalgamation involves Amba River Coke Limited (Transferor Company 1), Monnet Cement Limited (Transferor Company 2), and JSW Retail and Distribution Limited (Transferor Company 3) amalgamating with JSW Steel Limited (Transferee Company)
  • The Scheme has become effective from August 1, 2026 upon filing of the certified copy of the NCLT order with Registrar of Companies, Mumbai
  • The Appointed Date of the Scheme is April 1, 2026
  • The Scheme was sanctioned by the National Company Law Tribunal, Mumbai Bench through its order dated July 2, 2026
  • A rectified order was issued by NCLT on July 15, 2026 to correct typographical errors in the case numbering

Company Background

Transferor Companies:

  • Amba River Coke Limited (CIN: U23100MH1997PLC110901): Incorporated September 25, 1997, engaged in manufacturing and selling coke and pellets
  • Monnet Cement Limited (CIN: U26941MH2007PLC453774): Incorporated November 29, 2007, currently no business operations
  • JSW Retail and Distribution Limited (CIN: U51909MH2021PLC356994): Incorporated March 15, 2021, engaged in marketing/selling steel products and technical consultancy

Transferee Company:

  • JSW Steel Limited (CIN: L27102MH1994PLC152925): Incorporated March 15, 1994, engaged in manufacture and sale of iron and steel products
  • Equity shares listed on BSE and NSE; NCDs listed on BSE; Foreign Currency Notes listed on Singapore Exchange

Rationale for Amalgamation

  • Operational efficiency through commonalities and synergistic linkages
  • Pooling of technical resources, personnel capabilities, skills and expertise
  • Optimum use of infrastructure and cost reduction
  • Streamlined group structure by reducing number of legal entities
  • Reduction of multiplicity of legal and regulatory compliances
  • Administrative and operational convenience
  • Rationalizing costs by eliminating multiple record keeping
  • Reducing time and efforts for financial consolidation at group level

Consideration Structure

  • No shares of JSW Steel will be allotted as all Transferor Companies are wholly-owned subsidiaries
  • Existing share certificates/electronic shares of Transferor Companies will be deemed cancelled upon effectiveness
  • No fresh allotment of shares required

Accounting Treatment

  • The amalgamation will be accounted using "Pooling of Interest Method" as per Indian Accounting Standard (Ind AS) 103
  • All assets and liabilities will be recorded at carrying values as appearing in consolidated financial statements
  • Reserves of Transferor Companies will be preserved in same form and carrying values
  • Investments held by JSW Steel in Transferor Companies will stand cancelled
  • Inter-company balances will stand cancelled

Employee Impact

  • All employees of Transferor Companies will become employees of JSW Steel with effect from Appointed Date (April 1, 2026)
  • No break or discontinuance in service
  • Terms and conditions of employment not less favorable than existing
  • Continuity of service for all statutory benefits and funds
  • Provident Fund, Gratuity Fund, Pension Fund, and other special funds/trusts will transfer to JSW Steel

Regulatory Approvals and Compliance

  • NCLT approved the Scheme through order dated July 2, 2026
  • Regional Director, Western Region-I, Mumbai filed report dated June 12, 2026 with certain observations
  • Official Liquidator filed report confirming affairs of Transferor Companies not conducted prejudicially
  • Income Tax Department granted no objection subject to certain observations
  • All regulatory objections and observations were addressed through affidavits and undertakings
  • No other objections received from statutory or regulatory authorities

Effective Date Conditions

  • Scheme conditional upon NCLT approval under Sections 230-232 of Companies Act, 2013
  • Required filing of certified copy of NCLT order with Registrar of Companies
  • If approvals not obtained by December 31, 2027 (or extended period), Scheme becomes null and void

Implementation Timeline

  • Board approvals obtained: October 17, 2025
  • NCLT final order: July 2, 2026
  • Rectified order: July 15, 2026
  • Effective date: August 1, 2026
  • Appointed date: April 1, 2026

Financial Impact

  • No immediate cash flow impact as no consideration payment required
  • All tax liabilities/refunds/credits/claims of Transferor Companies will transfer to JSW Steel
  • Benefits under industrial development incentive schemes will transfer to JSW Steel
  • Statutory licenses, permissions, approvals will stand vested in JSW Steel

Legal Proceedings

  • All pending suits, appeals or proceedings by/against Transferor Companies will continue against JSW Steel
  • JSW Steel undertakes to have all legal proceedings transferred in its name

Dissolution

  • Transferor Companies will stand dissolved without winding up upon effectiveness of Scheme

Costs and Expenses

  • All costs, charges, taxes, duties, levies and expenses related to implementation will be borne by JSW Steel