JSW Steel500228NCLT order update

NCLT sanctions amalgamation of Piombino Steel with the listed transferee company

NCLT Mumbai Bench pronounced its order on October 16, 2026 sanctioning the amalgamation of Piombino Steel Limited with the listed transferee company.

By ScoutQuest · Sat 17 Oct 2026, 10:55 AM IST · 3 min read

94.86%Share of valid votes cast in favour (equity shareholders

Share of valid votes cast in favour (equity shareholders: 94.86%.

NCLT Order Date: order on October 16, 2026 sanctioning the amalgamation of Piombino Steel Limited
Share Exchange Ratio: 10 fully paid equity shares of Re. 1 each for every 156 fully paid equity shares of Rs. 10 each
Appointed Date / Shareholder Approval: 01st January 2026; 94.86% of valid votes cast, 97.20% by public shareholders

What the order says

The National Company Law Tribunal, Mumbai Bench, pronounced its order on October 16, 2026 sanctioning the composite scheme of amalgamation of Piombino Steel Limited (transferor company) with the listed transferee company and their respective shareholders.
The scheme becomes effective only once the certified copy of the NCLT order is shared by all the companies with the Registrar of Companies, Mumbai. The company stated it will intimate the exchanges about the effective date.
The Appointed Date fixed under the scheme is 01st January 2026.
The transferor company shall be dissolved without winding up.

Share exchange ratio

10 (Ten) fully paid-up equity shares of Re. 1 each of the transferee company for every 156 (One Hundred and Fifty-Six) fully paid-up equity shares of Rs. 10 each of the transferor company.
Piombino Steel's equity shares are not listed on any recognised stock exchange in India.
Piombino Steel has a paid-up share capital of Rs. 5877,36,40,000; the transferee company's paid-up share capital is ~Rs. 244.55 crore.
Piombino Steel is engaged in buying, selling, trading and dealing in steel and allied products, iron ore, coal, coke, brick-earth, ores, minerals, alloys and metal scrap of all kinds.

Stated rationale

The parties operate in similar lines of business. The merger is expected to align the transferee company's long-term strategic interests by enabling it to directly hold the investment in Bhushan Power and Steel Limited, giving a platform for transactions and investments related to BPSL's business without minority shareholders' involvement.
The transferee company will have additional cash to pursue its growth aspirations.
Fewer entities and fewer regulatory compliances, reducing overall compliance and overhead costs, quicker consolidation of financials, and consolidation of administrative and managerial functions.

Approvals and votes

Boards of both companies approved the scheme at their meetings held on 03 December 2025.
Equity shareholders approved it through 2,032 shareholders holding ~214.83 crore equity shares, representing 94.86% of the valid votes cast.
Public shareholders approved it through 1,982 shareholders holding ~106.75 crore equity shares, representing 97.20% of the valid votes cast.
The Regional Director, Western Region, shared a report on 17 September 2026 and raised no objections to the scheme.
Valuation reports from PwC Business Consulting Services LLP and KPMG Valuation Services LLP, a fairness opinion from Axis Capital Limited, and an auditor certificate from S R B C & CO LLP on the accounting treatment are on record.
The Tribunal observed that the scheme appears fair and reasonable, does not violate any provisions of law and is not contrary to public policy, and that no objections had so far been received from any Authority, Creditors, Members or other stakeholders.

Points to note

All liabilities accruing in the transferor company shall be transferred to the transferee company. Liabilities arising from offences committed by the transferor company's officers in default before the merger continue after the transaction, as provided under Section 240 of the Companies Act, 2013.
The Income Tax Department is at liberty to examine any tax payable under the scheme, and tax authorities may take action permitted under tax laws in relation to the transferor company's tax or other obligations against the transferee company.
Undertakings recorded include compliance with the Foreign Exchange Management Act, 1999 and applicable RBI regulations, with the directions in the BSE and NSE observation letters dated April 1, 2026, and with the outcome of a de-novo inspection under the Companies Act, 2013.
A certified copy of the order is to be shared with the Registrar of Companies in e-Form INC-28 within 30 days from the date of receipt of the order.

What this means for a retail shareholder

This is a court-approval step for a merger that shareholders have already approved. The merger is not yet effective; the company will inform the exchanges when the certified order is shared. On effectiveness, Piombino Steel's business and its investment in BPSL come directly into the listed company, and Piombino Steel's shareholders receive shares of the transferee company in the fixed ratio of 10 for every 156 shares held.

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