Description
NCLT approves merger of Mangalore Chemicals & Fertilisers Limited into Paradeep Phosphates Limited with share exchange ratio of 187:100. Record date set for October 31, 2025.
Summary
The National Company Law Tribunal (NCLT), Bengaluru Bench has approved the Composite Scheme of Arrangement for the amalgamation of Mangalore Chemicals & Fertilisers Limited (Scrip Code: 530011) into Paradeep Phosphates Limited. The record date for determining shareholder entitlements has been set as October 31, 2025. Trading in Mangalore Chemicals & Fertilisers Limited shares will be suspended from October 31, 2025 (Settlement No. DR-747/2025-2026).
Key Points
- NCLT Bengaluru Bench has approved the merger of Mangalore Chemicals & Fertilisers Limited (Transferor Company) into Paradeep Phosphates Limited (Transferee Company)
- Share exchange ratio: 187 fully paid-up equity shares of Rs.10/- each of Paradeep Phosphates Limited for every 100 fully paid-up equity shares of Rs.10/- each of Mangalore Chemicals & Fertilisers Limited
- Record date fixed: October 31, 2025
- Trading suspension effective from October 31, 2025
- Settlement Number: DR-747/2025-2026
- Equity shares of Paradeep Phosphates Limited (Resulting Company) will be listed on BSE Limited subject to compliance with requisite formalities
Regulatory Changes
No new regulatory changes introduced. This circular implements existing NCLT-approved scheme of amalgamation under applicable company law provisions.
Compliance Requirements
- Trading members must note the suspension of trading in Mangalore Chemicals & Fertilisers Limited shares effective October 31, 2025
- No dealings permitted in the scrip from the record date
- Shareholders of Mangalore Chemicals & Fertilisers Limited will automatically receive shares of Paradeep Phosphates Limited as per the approved scheme
- All requisite formalities must be completed for listing of Paradeep Phosphates Limited shares on BSE
Important Dates
- October 27, 2025: Circular notice date
- October 31, 2025: Record date for determining shareholder entitlements
- October 31, 2025: Trading suspension effective date (Settlement No. DR-747/2025-2026)
Impact Assessment
Market Impact: High - Complete cessation of trading in Mangalore Chemicals & Fertilisers Limited shares with mandatory share exchange for all shareholders.
Shareholder Impact: Shareholders will receive 1.87 shares of Paradeep Phosphates Limited for each share held in Mangalore Chemicals & Fertilisers Limited, representing a significant dilution factor but consolidating operations under the transferee company.
Operational Impact: The amalgamation consolidates the fertilizer business operations under Paradeep Phosphates Limited, potentially creating operational synergies and a stronger combined entity in the chemicals and fertilizers sector.
Listing Impact: Mangalore Chemicals & Fertilisers Limited will be delisted post-amalgamation, while Paradeep Phosphates Limited shares will continue trading on BSE with expanded capital base.
Impact Justification
Major corporate restructuring involving complete merger of two listed companies with mandatory share exchange for all shareholders and suspension of trading in transferor company