Key Developments

  • The Hon'ble National Company Law Tribunal, Allahabad Bench at Prayagraj sanctioned the Scheme of Arrangement on 17th July 2026
  • The Scheme involves demerger amongst India Glycols Limited (Demerged Company), Ennature Bio Pharma Limited (Resulting Company No. 1), and IGL Spirits Limited (Resulting Company No. 2)
  • The certified copy of the NCLT Order is awaited and will be submitted to Stock Exchanges in due course
  • The Appointed Date of the Scheme is 1st April 2026
  • The Effective Date will be communicated separately to Stock Exchanges

Voting Results

Equity Shareholders (Meeting held on 26th March 2026)

  • Total Equity Shareholders: 4,42,48,626 shares voted with 4,42,48,625 in favor (100% approval)
  • Promoters: 3,99,67,854 shares voted unanimously in favor (100%)
  • Non-Promoters: 42,80,772 shares voted with 42,80,771 in favor (100%)

Unsecured Creditors

  • Total Unsecured Creditors: 575 creditors with value of ₹1,12,010.63 lakhs
  • Participating Creditors: 36 creditors with value of ₹64,266.50 lakhs
  • Votes in Favor: 100% by both number and value (36 creditors, ₹64,266.50 lakhs)
  • No votes against or invalid/abstained votes

Regulatory Compliance Status

Registrar of Companies (Uttarakhand) Report dated 30th April 2026

  • All petitioner companies have filed Audited Financial Statements and Annual Returns up to 2024-25
  • No prosecutions filed against any petitioner companies
  • No scrutiny/inquiry pending under Companies Act, 2013

Regional Director (Northern Region) Observations dated 7th May 2026

  • Noted absence of stock exchange observation/no objection letters in petition
  • Recommended resulting companies undertake to discharge future liabilities under Section 240 of Companies Act
  • Emphasized continued statutory compliance and liability after scheme sanction

Income Tax Department Observations

India Glycols Limited: Outstanding demand of ₹27,890/- (₹20,976 Equalisation Levy + ₹6,914 interest) for AY 2024-25

Ennature Bio Pharma Limited: No outstanding demands or pending proceedings

IGL Spirits Limited: No outstanding demands or pending proceedings

Company Undertakings and Responses

India Glycols Limited Response (1st July 2026)

  • Undertook to discharge ₹27,890 demand (already deposited ₹20,976 on 6th July 2023)
  • Filed response on Income Tax Portal on 12th May 2026 for demand rectification
  • Undertook to cooperate with Income Tax Department and not contest notices based on scheme sanction

All Petitioner Companies Undertakings

  • Committed to discharge all tax liabilities as per Scheme and applicable law
  • Undertook not to claim exemption from Income Tax Act provisions
  • Acknowledged applicability of General Anti-Avoidance Rules (GAAR) if lawfully invoked
  • Confirmed Scheme is genuine business reorganization, not for tax avoidance

Scheme Implementation Details

For Biopharma Undertaking (to Ennature Bio Pharma)

  • Share issuance: 1 equity share of ₹5 face value for every 3 equity shares held in India Glycols
  • Existing shares held by India Glycols in Ennature Bio Pharma will stand cancelled
  • All employees engaged in Biopharma Undertaking transfer with continuity of service
  • All proceedings and liabilities related to Biopharma Undertaking transfer to Resulting Company No. 1

For Spirits and Biofuel Undertaking (to IGL Spirits)

  • Share issuance: 1 equity share of ₹5 face value for every 1 equity share held in India Glycols
  • Existing shares held by India Glycols in IGL Spirits will stand cancelled
  • All employees engaged in Spirits and Biofuel Undertaking transfer with continuity of service
  • All proceedings and liabilities related to Spirits and Biofuel Undertaking transfer to Resulting Company No. 2

Remaining Business

  • All assets, liabilities and obligations pertaining to remaining business continue with India Glycols Limited

Timeline of Events

  • First motion order: 15th January 2026
  • Shareholder and creditor meetings: 26th March 2026
  • Notice to statutory authorities: 15th April 2026
  • Newspaper publication: 5th May 2026 in Business Standard (English) and Uttar Ujala (Hindi)
  • NCLT final hearing and order: 17th July 2026

Compliance Requirements

  • Petitioner companies to supply Scheme printouts to Registry within 3 weeks
  • Certified copy of order to be delivered to Registrar of Companies, Uttarakhand within 30 days
  • Resulting companies to file revised memorandum and articles of association
  • Modified income tax returns to be filed within 6 months from end of month of order if required