NCLT Approves BN Agrochem Three-Company Amalgamation Scheme

Authority: National Company Law Tribunal, Mumbai Court-IV

Order Date: 19 June 2026

Case Overview

The National Company Law Tribunal (NCLT) Mumbai heard an application (CA(CAA)-99/MB/2026) under Sections 230 to 232 of the Companies Act, 2013, seeking approval for a Scheme of Amalgamation. The scheme involves the amalgamation of three transferor companies - A1 Agri Global Limited (CIN: U35105MH2020PLC451102), B.N. Agritech Limited (CIN: U01403MH2011PLC448238), and Salasar Balaji Overseas Private Limited (CIN: U15490MH2020PTC450209) - with BN Agrochem Limited (formerly known as 'BN Holdings Limited', CIN: L15315MH1991PLC326590) as the transferee company.

The boards of directors of all applicant companies approved the scheme in meetings held on 28 June 2025, with subsequent amendments approved on 23 September 2025 and 17 December 2025. The appointed date for the scheme is fixed as 1 April 2025.

The companies operate in the agro-processing sector: Transferor Company-1 manufactures and trades edible oil; Transferor Company-2 is an emerging edible oil manufacturer in North India; Transferor Company-3 deals in manufacturing, wholesale and retail trading of agricultural produce; and the Transferee Company acquires interests in companies dealing in manufacturing and trading various kinds of oil, oil seeds, solvent extraction, and refined oil.

The rationale for the amalgamation includes operational integration and better facility utilization, centralized procurement and inventory management, efficiency in customer approach, management of business, and working capital and cash flow management.

Share Capital Structure

As of 31 December 2025:

• A1 Agri Global Limited: Authorized capital ₹15,00,00,000 (1.5 crore shares of ₹10 each); Issued, subscribed and paid-up capital ₹8,47,19,850 (84,71,985 shares of ₹10 each)
• B.N. Agritech Limited: Authorized capital ₹1,46,90,00,000 (13.59 crore equity shares of ₹10 each + 1.1 crore preference shares of ₹10 each); Issued, subscribed and paid-up capital ₹92,68,39,820 (9,26,83,982 equity shares of ₹10 each)
• Salasar Balaji Overseas Private Limited: Authorized capital ₹10,00,00,000 (1 crore shares of ₹10 each); Issued, subscribed and paid-up capital ₹7,15,87,950 (71,58,795 shares of ₹10 each)
• BN Agrochem Limited: Authorized capital ₹1,25,00,00,000 (12.5 crore shares of ₹10 each); Issued, subscribed and paid-up capital ₹97,77,29,410 (9,77,72,941 shares of ₹10 each)

Consideration

The share exchange ratio is set as:

• 122 equity shares of BN Agrochem (₹10 each) for every 100 equity shares of Transferor Company-1
• 164 equity shares of BN Agrochem (₹10 each) for every 100 equity shares of Transferor Company-2
• 301 equity shares of BN Agrochem (₹10 each) for every 100 equity shares of Transferor Company-3

Meetings and Consents

Equity Shareholders: Meetings dispensed for all transferor companies as all shareholders provided consent affidavits (7 shareholders for Company-1, 10 for Company-2, 3 for Company-3). Transferee Company has 9,296 equity shareholders requiring a meeting to be convened within 60 days of order upload.

Secured Creditors (as of 28 February 2026):

• Transferor Company-1: 2 secured creditors with outstanding ₹68,74,58,676 - meeting required
• Transferor Company-2: 13 secured creditors with outstanding ₹9,87,23,49,127 - meeting required
• Transferor Company-3: 6 secured creditors with outstanding ₹1,23,18,01,506 - meeting required
• Transferee Company: No secured creditors - no meeting required

Unsecured Creditors (as of 28 February 2026):

• Transferor Company-1: 106 creditors with outstanding ₹2,22,53,57,914; consents received for 91.44% value (₹2,03,48,02,299) - meeting dispensed
• Transferor Company-2: 476 creditors with outstanding ₹10,11,17,83,044; consents received for 91.20% value (₹9,22,21,04,877) - meeting dispensed
• Transferor Company-3: 99 creditors with outstanding ₹201,72,81,885; consents received for 91.57% value (₹184,71,89,069) - meeting dispensed
• Transferee Company: 13 creditors with outstanding ₹53,79,75,767; consents received for 96.15% value (₹51,72,65,223) - meeting dispensed

Non-Convertible Debentures: Transferor Company-2 has 336 NCD holders holding 80,000 NCDs (face value ₹10,000 each). Debenture Trustee provided consent - meeting dispensed.

Tribunal Directions

The Tribunal appointed Mr. Kuldeep Kumar Kareer (Former Member (J), NCLT) as Chairperson for the required meetings with remuneration of ₹1,50,000 plus taxes. Mr. Hrishikesh Wagh (FCS 7993, CP No. 9023) appointed as Scrutinizer with remuneration of ₹75,000 plus taxes.

Notices must be served to: Central Government through Regional Director (Western Region, Mumbai), Jurisdictional Registrar of Companies, Jurisdictional Income Tax Authority, Pr. CCIT Mumbai, Concerned GST Authorities, Concerned Official Liquidator (for transferor companies), and any other sectoral regulators.

Applicant companies must file details of corporate guarantees, performance guarantees, other contingent liabilities, letters of credit sanctioned and utilized, and margin money details.

Final Outcome

The application (CA(CAA)/99/2026) is allowed with directions to convene required meetings, serve notices to regulatory authorities, and comply with all procedural requirements under the Companies Act, 2013 and CCAA Rules, 2016.

Topics: Corporate Amalgamation, NCLT Approval, Share Exchange Ratio