Meeting Details

  • Date: Friday, 13th November 2026
  • Time: 10:30 A.M.
  • Location: Conducted through video conferencing/other audio visual means (VC/OAVM)
  • Type: Court Convened Meeting ordered by the Hon'ble National Company Law Tribunal, Chennai Bench

Proposed Resolutions and Implications

The Scheme provides for the amalgamation of Kothari Sugars and Chemicals Limited (Transferor Company) with and into Kothari Petrochemicals Limited (Transferee Company) and their respective shareholders and creditors. Key implications include:

  • Dissolution of KSCL without winding up
  • Transfer of all assets, liabilities, and undertakings of KSCL to KPL
  • Issue of 1 fully paid-up equity share of KPL (₹10 each) for every 5 fully paid-up equity shares of KSCL (₹10 each)
  • All employees of KSCL will become employees of KPL without break in service
  • Appointed Date: 1st April 2026

Voting Process and Methods

The voting will be conducted through:

  • Remote e-voting via CDSL platform (www.evotingindia.com)
  • E-voting during the meeting

Remote e-voting period: Tuesday, 10th November 2026 at 9:00 A.M. to Thursday, 12th November 2026 at 5:00 P.M.

Cut-off date for eligibility: Friday, 6th November 2026

Key Voting Requirements

  • Resolution requires approval by majority in number representing three-fourths in value of equity shareholders
  • Votes cast by public shareholders in favor must exceed votes against as per SEBI Master Circular
  • Quorum requirement: 30 equity shareholders

Scrutinizer's Role

Mr. Biswaruo Acharya has been appointed as Scrutinizer by the Hon'ble NCLT. The Scrutinizer will:

  • Submit consolidated report of total votes cast for and against the resolution
  • Verify invalid votes, if any
  • Submit report to the Chairperson within 3 days of meeting conclusion

Compliance with Laws and Regulations

The Scheme complies with:

  • Sections 230-232 of the 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 20th June 2023
  • NSE observation letter dated 19th August 2026

Additional Financial and Legal Information

  • KSCL Authorized Capital: ₹144 crores (13 crore equity shares of ₹10 each)
  • KSCL Paid-up Capital: ₹82,88,85,800 (8,28,88,580 equity shares of ₹10 each)
  • KPL Authorized Capital: ₹66 crores
  • KPL Paid-up Capital: ₹58,84,64,000 (5,88,46,400 equity shares of ₹10 each)
  • Secured creditors of KSCL: ₹25,42,94,924 (as of 31st July 2026)
  • Unsecured creditors of KSCL: ₹16,20,92,136 (as of 31st July 2026)
  • Valuation conducted by KPMG Valuation Services LLP and Mr. S Sundar Raman
  • Fairness opinion provided by Saffron Capital Advisors Private Limited (SEBI Regn. No. INM000011211)
  • No investigation proceedings pending under sections 210-227 of Companies Act against either company
  • Documents available for inspection at registered office: Kothari Building, No.115, Nungambakkam High Road, Chennai