The National Company Law Tribunal (NCLT) Mumbai Bench greenlights the merger plan, allowing for virtual meetings of equity shareholders.
The National Company Law Tribunal (NCLT) Mumbai Bench has approved the Scheme of Amalgamation between Piombino Steel Limited and JSW Steel Limited, marking a significant step towards consolidating the operations of these two entities. The decision, handed down by the bench comprising Sh. Prabhat Kumar, Member (Technical), and Sh. Sushil Mahadeorao Kochey, Member (Judicial), was made on July 2, 2026.
The amalgamation plan, which falls under Sections 230 to 232 of the Companies Act, 2013, seeks to streamline operations by merging Piombino Steel Limited with JSW Steel Limited. In a significant move, the tribunal has dispensed with the requirement of convening and holding meetings for certain classes of shareholders and creditors of the Transferor Company, Piombino Steel Limited, due to the consent affidavits submitted by them.
The tribunal has also granted dispensation for meetings of unsecured creditors of the Transferee Company, JSW Steel Limited, citing financial prudence and precedents set by the National Company Law Appellate Tribunal (NCLAT). However, the meeting of equity shareholders of JSW Steel Limited is directed to be convened and conducted through video conferencing or other audio-visual means, ensuring compliance with the Companies Act, 2013.
The scheme is designed to align the long-term strategic interests of JSW Steel Limited by enabling it to directly hold investments in Bhushan Power and Steel Limited (BPSL). The merger is expected to provide a platform for facilitating transactions and investments related to BPSL's business, enhance financial prudence, and reduce compliance and overhead costs.
The tribunal has mandated the issuance of notices to various regulatory authorities, including the Central Government, Registrar of Companies, Income Tax Department, and others. These notices are to be served within 30 days, and a non-response will be taken as no objection to the proposed scheme.
In preparation for the amalgamation, the applicant companies have submitted necessary documents, including certificates of incorporation, audited financial statements, and board resolutions. The scheme also includes provisions for issuing shares of the Transferee Company to the shareholders of the Transferor Company on a proportional basis.
The NCLT's decision is a pivotal moment for both companies, as it allows for the consolidation of resources and operations, potentially leading to increased efficiencies and strategic growth opportunities in the steel industry.
Bottom line:-
Scheme of Amalgamation - Dispensation of meetings of certain classes of shareholders and creditors granted in view of the consent affidavits submitted and precedents set by the National Company Law Appellate Tribunal - Meeting of Equity Shareholders of Transferee Company to be convened and conducted through video conferencing or other audio-visual means.
Statutory provision(s):
Companies Act, 2013 Sections 230 to 232, Companies Act, 2013 Section 230(5), Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 Rule 6
Piombino Steel Limited, (NCLT)(Mumbai Bench) : Law Finder Doc id # 2947363
