Key Details

Symbol (NSE): KOTARISUG

Corporate Action: Scheme of Amalgamation

Record Date: Not Specified

Nature of Scheme: Amalgamation of Kothari Sugars and Chemicals Limited (Transferor Company) with and into Kothari Petrochemicals Limited (Transferee Company)

Entities Involved:

  • Transferor Company: Kothari Sugars and Chemicals Limited (KSCL)
  • Transferee Company: Kothari Petrochemicals Limited (KPL)

Demerged Company: Not Applicable (Amalgamation, not Demerger)

Resulting Company: Kothari Petrochemicals Limited (after amalgamation)

Share Entitlement Ratio: Not Specified

Implied Capital Structure Impact: Not Specified

Post-Allotment Listing Plan: Not Specified

Regulatory and Approval Status:

  • National Stock Exchange of India Limited (NSE) granted "no objection" observation letter dated August 19, 2026
  • Scheme requires approval from jurisdictional National Company Law Tribunal (NCLT)
  • Scheme requires approvals of respective shareholders and creditors of both companies
  • SEBI has provided comments on the draft scheme through letter dated August 18, 2026

Effective Date: Not Specified

Financial Rationale: Not Specified

Impact on Shareholders: Not Specified

SEBI Mandated Disclosure Requirements

The NSE observation letter incorporates SEBI's comments requiring extensive disclosures to shareholders, including:

  • Details of all ongoing adjudication, recovery proceedings, and enforcement actions against companies, promoters, and directors
  • Additional information submitted after filing must be displayed on company websites and stock exchanges
  • Compliance with all SEBI circulars and master circular provisions
  • Information about unlisted companies in abridged prospectus format as per ICDR Regulations, 2018
  • Financials in the scheme including valuation report not older than 6 months
  • Prominent disclosure of scheme details in shareholder notices
  • Equity shares issued under the scheme must be in demat form only
  • Detailed financial information including assets, liabilities, net worth, revenue, PAT, EBITDA for last 3 financial years pre and post scheme
  • Impact on revenue generating capacity of Transferee Company
  • Need, rationale, synergies, impact on shareholders, and cost-benefit analysis of the scheme
  • Value of assets and liabilities being transferred and post-scheme balance sheet
  • Comprehensive valuation details including valuer and merchant banker information, valuation methods, assumptions, and justification
  • Latest financials (not older than 6 months from NOC date) on company websites and explanatory statement
  • Pre and post scheme shareholding patterns with rationale for changes
  • Details of complaints received regarding the scheme and their status
  • Proposed reclassification of Promoter and Promoter Group entities in specified format

Additional Conditions

  • The NSE observation letter is valid for six months from August 19, 2026 (until February 19, 2027)
  • Companies must file compliance status report with NSE regarding each point of the observation letter
  • No changes to the draft scheme except those mandated by regulators/authorities/tribunals without specific written consent of SEBI
  • The NSE no-objection does not constitute approval under any other Act/Regulation/rule/bye laws
  • Companies must separately obtain approvals from other departments of the Exchange if required