Meeting Details

  • Date: Friday, November 13, 2026
  • Time: 2.30 P.M.
  • Location: Through video conferencing/other audio visual means (VC/OAVM)
  • Type: NCLT-convened meeting of equity shareholders
  • Cut-off date for eligibility: Friday, November 6, 2026

Proposed Resolutions and Implications

The Scheme provides for:

  • Amalgamation of Kothari Sugars and Chemicals Limited (Transferor Company) with and into Kothari Petrochemicals Limited (Transferee Company)
  • Dissolution of KSCL without winding up
  • Issue of fully paid-up equity shares by KPL to shareholders of KSCL at exchange ratio of 1 KPL share for every 5 KSCL shares
  • Appointed Date: April 1, 2026
  • All employees of KSCL to become employees of KPL without break in service

Rationale for the amalgamation includes business consolidation, elimination of duplicate administrative costs, improved financial strength, economies of scale, and better strategic positioning.

Voting Process and Methods

  • Remote e-voting period: Tuesday, November 10, 2026 at 9.00 A.M. to Thursday, November 12, 2026 at 5.00 P.M.
  • E-voting service provider: Central Depository Services (India) Limited (CDSL) via www.evotingindia.com
  • Voting at meeting: Electronic voting available during the meeting for shareholders who haven't voted remotely
  • Shareholders can vote only through one mode (remote e-voting or at meeting)
  • Company has engaged CDSL for both remote e-voting and e-voting during the meeting

Key Requirements for Approval

The Resolution shall be deemed passed if approved by:

  • Majority in number representing three-fourths in value of equity shareholders
  • Votes cast by public shareholders in favor must be more than votes against as per SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023

Scrutinizer Appointment and Role

The Hon'ble NCLT has appointed:

  • Shri. Badarinath as Chairperson of the meeting
  • Mr. Biswaruo Acharya as Scrutinizer

The Scrutinizer shall submit a consolidated report of total votes cast in favor and against the Resolution and invalid votes to the Chairperson after conclusion of the meeting.

Compliance with Laws and Regulations

The document confirms compliance with:

  • Sections 230-232 of Companies Act, 2013
  • Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023
  • NSE observation letter dated August 19, 2026

Document Annexures Included

The notice includes comprehensive annexures:

  • Annexure 1: NCLT Order dated September 30, 2026
  • Annexure 2: Certified copy of the Scheme
  • Annexure 3: Audited financial statements of KPL (March 31, 2026)
  • Annexure 4: Unaudited financial results of KPL (June 30, 2026)
  • Annexure 5: Audited financial statements of KSCL (March 31, 2026)
  • Annexure 6: Unaudited financial results of KSCL (June 30, 2026)
  • Annexure 7: Board reports pursuant to Section 232(2)(c) of Companies Act
  • Annexure 8: Joint Valuation Report by KPMG Valuation Services LLP and Mr. S Sundar Raman (May 19, 2026)
  • Annexure 9: Fairness Opinion by Saffron Capital Advisors Private Limited (May 19, 2026)
  • Annexure 10: Audit Committee report on the Scheme
  • Annexure 11: Auditors' certificate on accounting treatment conformity
  • Annexure 12: NSE Observation Letter (August 19, 2026)
  • Annexure 13: Compliance and Complaint Reports to NSE
  • Annexure 14: Pre and post-scheme financial details
  • Annexure 15: Additional information submitted to Stock Exchange

Share Capital Structure

Kothari Petrochemicals Limited (Pre-Scheme):

  • Authorized Capital: ₹66,00,00,000 (6Cr equity shares of ₹10 each + preference shares)
  • Paid-up Capital: ₹58,84,64,000 (5,88,46,400 equity shares of ₹10 each)

Kothari Sugars and Chemicals Limited (Pre-Scheme):

  • Authorized Capital: ₹1,44,00,00,000 (13Cr equity shares of ₹10 each + preference shares)
  • Paid-up Capital: ₹82,88,85,800 (8,28,88,580 equity shares of ₹10 each)

Additional Information

  • Documents available for inspection at registered office between 10.00 a.m. to 4.00 p.m. on working days
  • Notice published in Indian Express (English) and Dina Thanti (Tamil)
  • Quorum requirement: 30 shareholders in number
  • No investigation proceedings pending under sections 210-227 of Companies Act against either company
  • No contracts/arrangements between companies except normal course of business
  • Amount due to unsecured creditors of KPL: ₹36,09,82,108 as of July 31, 2026
  • No secured creditors, debentures, or public deposits in either company