DCW Limited has successfully obtained approval from the National Company Law Tribunal (NCLT) Ahmedabad for its amalgamation scheme involving two transferor companies. The tribunal sanctioned the scheme on January 22, 2026, marking a significant step in the company's corporate restructuring initiative.

NCLT Approval Details

The NCLT Ahmedabad Bench, comprising Hon'ble Member (Judicial) Mr. Shammi Khan and Hon'ble Member (Technical) Mr. Sanjeev Sharma, approved the amalgamation scheme with the appointed date of July 1, 2024. The scheme involves the merger of Dhrangadhara Trading Company Private Limited (Transferor Company 1) and Sahu Brothers Private Limited (Transferor Company 2) with and into DCW Limited (Transferee Company).

Company Financial Overview

The financial profiles of the companies involved in the amalgamation demonstrate the scale and nature of the transaction:

Share Capital Structure

The amalgamation will result in specific changes to the share capital structure of the involved entities:

Share Exchange Mechanism

Under the approved scheme, equity shareholders of the transferor companies will receive newly issued shares in DCW Limited. The consideration structure includes:

• Dhrangadhara Trading shareholders: 12,80,500 fully paid equity shares of ₹2.00 each in DCW Limited
• Sahu Brothers shareholders: 5,24,59,860 fully paid equity shares of ₹2.00 each in DCW Limited

The shares will be issued in proportion to existing holdings in the respective transferor companies.

Strategic Rationale

The amalgamation scheme serves multiple strategic objectives for the promoter group. The primary rationale includes streamlining the holding structure in DCW Limited, enabling direct shareholding by promoters, and reducing shareholding tiers. The scheme reinforces the promoter group's direct commitment and engagement with DCW Limited while maintaining unchanged shareholding percentages pre and post-amalgamation.

Regulatory Compliance and Approvals

The NCLT approval came after comprehensive regulatory scrutiny and stakeholder consultations. The tribunal received representations from various statutory authorities including the Regional Director, Registrar of Companies, Official Liquidator, and Income Tax Department. All regulatory authorities provided their observations and requirements, which the petitioner companies addressed through appropriate undertakings.

The scheme received unanimous approval from equity shareholders of all petitioner companies and secured/unsecured creditors of DCW Limited during meetings held on November 15, 2025. Stock exchanges BSE Limited and National Stock Exchange of India Limited issued no-objection letters dated August 13, 2025, and August 14, 2025, respectively.

Implementation Timeline

Following the NCLT approval, DCW Limited must complete several post-approval formalities within specified timeframes. The company is required to file certified copies of the order with the Registrar of Companies within 30 days and lodge the order with stamp duty authorities for adjudication within 30 days. The transferor companies will be dissolved without winding up procedures upon completion of all regulatory requirements.

DCW Limited , a prominent chemical manufacturing company, has recently received a substantial penalty notice from the Department of Geology and Mining, Thoothukudi District. The notice, which was received by the company on November 20, 2023, demands a total of ₹98 lakh for delays in filing monthly Ilmenite Ore returns.

Breakdown of the Penalty

The penalty is divided into two components:

The delayed filings span from April 2022 to March 2023, specifically affecting the months of April, June, July, August, September, October, November 2022, and March 2023.

Company's Response

DCW Limited has stated its intention to contest the matter. The company plans to submit an appropriate reply to the Assistant Director, Department of Geology and Mining, Thoothukudi District.

Impact Assessment

In its official communication, DCW Limited has asserted that this notice will not have any material impact on the company's financial, operational, or other activities. This statement suggests that the company is confident in its ability to manage this situation without significant disruption to its business operations.

Regulatory Compliance

This incident highlights the importance of timely regulatory compliance in the mining sector. Companies operating in this industry are required to file regular returns, and delays can result in substantial penalties.

While DCW Limited faces this regulatory challenge, it's worth noting that the company has promptly disclosed this information to its stakeholders, adhering to transparency norms set by regulatory bodies like SEBI (Securities and Exchange Board of India).

As the situation develops, stakeholders will be keenly watching how DCW Limited navigates this regulatory issue and what impact, if any, it may have on the company's operations in the long term.