NCLT allows withdrawal of proposed amalgamation between two wholly-owned subsidiaries

Shree Pushkar Chemicals & Fertilisers has informed the exchanges about an NCLT, Mumbai Bench order.

Thu 1 Oct 2026

Tribunal Bench

National Company Law Tribunal, Mumbai Bench

Order Date

21.09.2026

Case Number

C.P(CAA)174(MB)2025 in C.A.(CAA)/83(MB)2025

Transferor / Transferee

Madhya Bharat Phosphate Private Limited (transferor) into Kisan Phosphates Private Limited (transferee)

Outcome

Application dismissed as withdrawn on the applicant's request, cited as Commercial Reasons

What has happened

• The company has informed the stock exchanges of an order of the Hon'ble National Company Law Tribunal, Mumbai Bench.
• The order concerns a proposed Scheme of Amalgamation between Madhya Bharat Phosphate Private Limited (transferor company/first applicant company) and Kisan Phosphates Private Limited (transferee company/second applicant company), and their respective shareholders.
• Both companies are wholly-owned subsidiaries of Shree Pushkar Chemicals & Fertilisers Ltd.
• The tribunal has considered and allowed the withdrawal of the Scheme and dismissed the application of the proposed merger/amalgamation due to Commercial Reasons.

What the tribunal order records

• The order sheet is dated 21.09.2026, Mumbai Special Bench Court II, in C.P(CAA)174(MB)2025 in C.A.(CAA)/83(MB)2025, at the Second Motion stage under Sections 230-232.
• Counsel for the applicant stated at the bar that he has instructions not to proceed with the application any further, and to withdraw the same.
• In view of that statement, the petition was dismissed as withdrawn.

Connection to the earlier disclosure

• The company refers to its intimation dated 20th December, 2024, when it had informed about the approval of the Scheme by Madhya Bharat Phosphate Private Limited and Kisan Phosphates Private Limited, its wholly-owned subsidiaries.
• A copy of the Order allowing the withdrawal of the Scheme was made available on the NCLT website on 30th September, 2026 and is enclosed with the update.

How to read this

• The proposal that has been withdrawn was a step between two wholly-owned subsidiaries of the company, and the listed company's own share capital is not being changed by this order.
• The Scheme, as proposed, will not go ahead, and the tribunal has dismissed the application; the company attributes the withdrawal to Commercial Reasons.
• The intimation is a disclosure of the tribunal's order to the exchanges.

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