NCLT Delhi Approves Merger of Wholly Owned Subsidiary Mawana Foods Into Mawana Sugars With Revised Appointed Date of 1 April 2026

In In re Mawana Foods Private Limited (Company Petition No. (CAA) 14 (ND)/2026), decided on 03/09/2026, the National Company Law Tribunal, New Delhi sanctioned a Scheme of Amalgamation under Sections 230-232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Mawana Foods Private Limited (Transferor Company) merges into its holding company, Mawana Sugars Limited (Transferee Company). The Tribunal moved the appointed date from 01.04.2025 to 01.04.2026.

The companies

  • Mawana Foods Private Limited: unlisted private company incorporated on 03.01.2006 under the Companies Act, 1956; trades in sugar under the "Mawana" brand. Authorised share capital Rs. 25,00,00,000; issued, subscribed and paid-up capital Rs. 20,03,68,510.
  • Mawana Sugars Limited: public limited company incorporated on 27.03.1961 under the Companies Act, 1956; manufactures and markets sugar and ethanol and cogenerates power at units in Meerut district, Uttar Pradesh. Authorised share capital Rs. 175,00,00,000; issued, subscribed and paid-up capital Rs. 39,11,68,640.

Both have their registered offices in Delhi, so the Delhi Bench had jurisdiction. The Transferor Company is a wholly owned subsidiary of the Transferee Company.

Purpose of the Scheme

The Scheme records these aims:

  • merging similar businesses to create synergies and pool financial, marketing, technical and distribution resources;
  • cost savings and streamlined day-to-day operations;
  • a simpler corporate structure, less administrative duplication and fewer compliances;
  • better decision-making and use of human resources; and
  • benefit to shareholders, creditors, employees and other stakeholders, with the boards of both companies opining that the Scheme is not prejudicial to them.

Procedure

  1. First Motion. The joint application (CA (CAA)-80/ND/2025) was allowed by order dated 21.01.2025. Meetings of equity shareholders and unsecured creditors of the Transferor Company, and of the secured creditor of the Transferee Company, were dispensed with. The Transferee Company was directed to hold meetings of its equity shareholders and unsecured creditor. The Chairperson's report dated 26.02.2026 recorded unanimous approval.
  2. Second Motion. By order dated 18.03.2026 the Tribunal directed individual notices to the Regional Director, Registrar of Companies, income-tax authorities, Official Liquidator, SEBI, BSE, NSE and sectoral regulators, and publication in Business Standard (English and Hindi, Delhi editions). An affidavit of service dated 24.03.2026 was filed, and notices were published on 21.03.2026.