Mangalore Chemicals & Fertilizers Limited (MCFL) has announced a significant development in its composite scheme of arrangement with Paradeep Phosphates Limited (PPL). The company has set October 13, 2025, as 'Effective Date 1' for the implementation of this scheme, marking a crucial step in the amalgamation process between the two fertilizer companies.

Key Details of the Amalgamation Scheme

Regulatory Compliance and Next Steps

MCFL has confirmed that both companies have filed certified copies of sanction orders from their respective National Company Law Tribunals (NCLT) with the appropriate Registrars of Companies. Specifically:

1. MCFL filed the certified copy of the sanction order from NCLT Bengaluru Bench with the Registrar of Companies, Bengaluru.
2. PPL filed the certified copies of sanction orders from both NCLT Bengaluru and Cuttack Benches with the Registrar of Companies, Cuttack.

The amalgamation process is structured in multiple parts:

• Part II of the scheme, which deals with the actual amalgamation of MCFL into PPL, will become effective on 'Effective Date 2'.
• 'Effective Date 2' is defined as the date falling three days from 'Effective Date 1'.

MCFL has stated that it will make appropriate disclosures when 'Effective Date 2' occurs, which is expected to be around October 16, 2025.

Implications for Stakeholders

This amalgamation represents a significant corporate action in the Indian fertilizer industry. Shareholders, employees, and other stakeholders of both MCFL and PPL should stay attentive to further announcements as the companies progress through this transformative process.

The merger is likely to have implications for the companies' market positions, operational synergies, and potentially their financial performance. However, the full impact of this corporate restructuring will become clearer as the process unfolds and more details are disclosed by the companies involved.

As this corporate action progresses, investors and market participants are advised to closely monitor subsequent announcements from both MCFL and PPL for any updates or changes to the amalgamation timeline and process.

The National Company Law Tribunal (NCLT), Bengaluru Bench, has given its approval for the merger of Mangalore Chemicals & Fertilizers Limited (MCFL) with Paradeep Phosphates Limited (PPL). This significant development in the fertilizer industry comes as part of a comprehensive scheme of arrangement between the two companies.

Key Aspects of the Merger

• Share Exchange Ratio: Shareholders of MCFL will receive 187 equity shares of PPL for every 100 shares held.
• Appointed Dates: The scheme involves two appointed dates:
  1. Appointed Date 1: For share transfer (Effective Date 1)
  2. Appointed Date 2: April 1, 2024, for the amalgamation

Financial Implications

• Share Transfer: Identified shares will be transferred at Rs. 144.00 per share.
• Total Consideration: The aggregate cash consideration for the share transfer is set at Rs. 418.14 crores.

Employee Considerations

• All MCFL employees will be absorbed by PPL.
• Terms of employment will be no less favorable than current conditions.

Regulatory Approvals and Process

• The scheme was approved by equity shareholders, secured creditors, and unsecured creditors with the requisite majority on June 16, 2025.
• The merger will become effective upon filing certified copies of sanction orders with the Registrar of Companies.

NCLT Order Details

The NCLT order, dated September 24, 2025, provides several directives:

1. The Petitioner Company must deliver a certified copy of the order to the Registrar of Companies, Karnataka within 30 days for registration.
2. A deposit of Rs. 1,00,000 to be made with the Pay & Accounts Officer, Chennai, and Rs. 25,000 to The Prime Minister's National Relief Fund.
3. Compliance with Section 170A of the Income Tax Act, 1961 is mandated.
4. The Petitioner Company is directed to surrender its PAN within one month of scheme approval.

Implications and Undertakings

• The merger is subject to all provisions under the Income Tax Act, 1961 and the Companies Act, 2013.
• Various undertakings have been given by the Petitioner Companies in response to observations made by regulatory bodies.

This merger represents a significant consolidation in the fertilizer sector, potentially leading to operational synergies and a stronger market position for the combined entity. Stakeholders will be watching closely to see how this merger impacts the competitive landscape of the industry.