NCLT Ahmedabad approves amalgamation of two wholly owned subsidiaries with listed parent

NCLT Ahmedabad Bench has approved the Scheme of Amalgamation of Kilburn Chemicals Ltd and Meghmani Crop Nutrition Ltd, both wholly owned subsidiaries, with their listed holding company.

Fri 9 Oct 2026

Appointed Date

01.01.2026

Certified Copy Received

9th October, 2026

Approving Authority

NCLT Ahmedabad Bench

What the company informed the exchanges

The company stated that on 9th October, 2026 it received the certified true copy of the order of the Hon'ble National Company Law Tribunal, Ahmedabad Bench, approving a Scheme of Amalgamation. The order was pronounced on 08.10.2026.

What the scheme covers

• Kilburn Chemicals Limited (Transferor Company 1) and Meghmani Crop Nutrition Limited (Transferor Company 2), both wholly owned subsidiaries, amalgamate with the listed transferee company and their respective shareholders and creditors.
• The scheme is under sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
• The Appointed Date of the scheme is 01.01.2026.

Meetings and approvals

• Meetings of the equity shareholders of the transferee company and of the secured and unsecured creditors of the petitioner companies were convened and held on 06.06.2026; the Chairperson shared reports of the results on 15.06.2026.
• Meetings of the equity shareholders of both transferor companies, and of the preference shareholders of Transferor Company 2, were dispensed with.
• On an application by the companies, the requirement of approval of the majority of the public shareholders of the transferee company was dispensed with, as an amalgamation of wholly owned subsidiaries with their holding company falls within the exemption contemplated under paragraph 4 of the SEBI Master Circular dated 20.06.2023.

What happens next

• The scheme shall become effective upon update of the certified true copy of the NCLT order with the Registrar of Companies, Ahmedabad.

Why the company says it is doing this

• Simplification of the overall group structure by fully integrating the operations of the transferor companies with the transferee company.
• Optimal utilisation of existing resources through consolidation of operations into a single legal entity.
• Leveraging and pooling of resources of the respective companies.
• Deriving operational and financial synergies through financial management and cost reduction.
• Better administration, rationalisation of costs, focused operational efforts and elimination of duplication.
• The companies state the scheme will be in the interest of the companies and their shareholders, creditors and other stakeholders, and will not be prejudicial to the interest of any concerned shareholders or creditors.

What it means for a retail shareholder

The two companies being merged are wholly owned subsidiaries, so this is an internal consolidation within the group. The scheme still needs to be shared with the Registrar of Companies before it takes effect, and the company's stated aim is a simpler, single-entity structure.

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