Description

NCLT approved merger of Mangalore Chemicals & Fertilisers Limited into Paradeep Phosphates Limited with share swap ratio of 187:100. Record date set as October 31, 2025.

Summary

The Hon’ble National Company Law Tribunal (NCLT), Bengaluru Bench has approved the Composite Scheme of Arrangement for amalgamation of Mangalore Chemicals & Fertilisers Limited (Scrip Code: 530011) into Paradeep Phosphates Limited. The record date for determining shareholder entitlement has been fixed as October 31, 2025. Shareholders of Mangalore Chemicals & Fertilisers Limited will receive 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 held in Mangalore Chemicals & Fertilisers Limited.

Key Points

  • NCLT Bengaluru Bench has approved the Composite Scheme of Arrangement for amalgamation
  • Transferor Company: Mangalore Chemicals & Fertilisers Limited (Scrip Code: 530011)
  • Transferee Company (Resulting Company): Paradeep Phosphates Limited
  • Share swap ratio: 187 equity shares of Paradeep Phosphates for every 100 equity shares of Mangalore Chemicals & Fertilisers
  • Face value: Rs. 10/- per equity share for both companies
  • Trading in Mangalore Chemicals & Fertilisers Limited shares will be suspended from October 31, 2025
  • Equity shares of Paradeep Phosphates Limited will be listed on BSE after compliance with requisite formalities

Regulatory Changes

No new regulatory changes introduced. This circular implements existing NCLT order and merger regulations under the Companies Act.

Compliance Requirements

  • Trading members must note the suspension of trading in Mangalore Chemicals & Fertilisers Limited (Scrip Code: 530011) effective October 31, 2025 (Settlement DR-747/2025-2026)
  • Paradeep Phosphates Limited must complete requisite formalities for listing of new equity shares on BSE
  • Shareholders need not take any action - share allotment will be done automatically based on holdings as on record date

Important Dates

  • October 27, 2025: Notice date
  • October 31, 2025: Record date for determining shareholder entitlement
  • October 31, 2025: Trading suspension/No dealings effective date for Mangalore Chemicals & Fertilisers Limited
  • Settlement DR-747/2025-2026: Applicable settlement number

Impact Assessment

For Mangalore Chemicals & Fertilisers Shareholders:

  • Existing shareholders will receive 1.87x equity shares in Paradeep Phosphates Limited for their holdings
  • Mangalore Chemicals & Fertilisers Limited will cease to exist as a separate listed entity post-amalgamation
  • Trading in Mangalore Chemicals & Fertilisers shares will be suspended from October 31, 2025

For Paradeep Phosphates Limited:

  • Will become the resulting company absorbing all assets and liabilities of Mangalore Chemicals & Fertilisers
  • Increased share capital due to issuance of new equity shares to transferor company shareholders
  • Expanded shareholder base

Market Impact:

  • High impact corporate action affecting all shareholders of both companies
  • Share swap ratio of 187:100 represents significant premium for Mangalore Chemicals shareholders
  • Both companies operate in chemicals and fertilizers sector - horizontal integration expected

Impact Justification

Major corporate restructuring involving complete amalgamation of two listed companies with mandatory share exchange affecting all shareholders. Trading suspension from October 31, 2025.