Meghmani Organics Publishes Amalgamation Scheme Notice; NCLT Meetings Set for June 06, 2026
May 05, 2026
Meghmani Organics Limited has published newspaper notices in Financial Express for its proposed amalgamation scheme involving Kilburn Chemicals Limited and Meghmani Crop Nutrition Limited, following NCLT Ahmedabad Bench orders dated April 20 and April 30, 2026. NCLT-directed meetings for equity shareholders, secured creditors, and unsecured creditors of all three companies are scheduled for June 06, 2026, with remote e-voting open from June 3 to June 5, 2026. The scheme, aimed at simplifying group structure and achieving operational synergies, has an appointed date of January 1, 2026, and requires approval from the requisite majority of shareholders and creditors before NCLT sanction.
Meghmani Organics Limited has received the NCLT Ahmedabad Bench order for its amalgamation scheme involving Kilburn Chemicals Limited and Meghmani Crop Nutrition Limited. Pursuant to an order dated April 20, 2026, as subsequently amended by order dated April 30, 2026, the Hon'ble National Company Law Tribunal, Ahmedabad Bench directed the convening of meetings of equity shareholders and creditors of Meghmani Organics Limited for the purpose of considering and, if thought fit, approving the proposed Scheme of Amalgamation. The NCLT order was received by the company on May 01, 2026, and formal notices were issued on May 4, 2026, signed by Company Secretary and Compliance Officer Jayesh Patel under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In a further compliance step, Meghmani Organics filed a newspaper publication on May 05, 2026 (Ref: MOL/2026-27/16) under Regulation 47 of SEBI (LODR) Regulations, 2015, enclosing copies of advertisements published in Financial Express (English – All India Edition) and Financial Express (Gujarati Edition) containing the notice of the Tribunal-convened meetings.
Amalgamation Scheme Details
The proposed scheme involves the amalgamation of Kilburn Chemicals Limited (Transferor Company 1) and Meghmani Crop Nutrition Limited (Transferor Company 2) with Meghmani Organics Limited as the transferee company. The scheme is being pursued under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. Kilburn Chemicals Limited is engaged in the manufacturing and selling of Titanium Dioxide and related products, while Meghmani Crop Nutrition Limited is engaged in manufacturing and selling of crop nutrition products. Meghmani Organics Limited is engaged in manufacturing and selling of crop protection products and pigments. Both transferor companies are wholly owned subsidiaries of the transferee company, and accordingly, no shares or consideration shall be issued by the transferee company pursuant to the scheme. Upon the scheme becoming effective, the entire share capital of the transferor companies shall stand cancelled.
NCLT-Directed Meeting Schedule for All Companies
The NCLT has directed meetings for equity shareholders and creditors of all three companies on June 06, 2026. The complete schedule is as follows:
Company: Meeting Type Time Meghmani Organics Limited Equity Shareholders June 06, 2026 at 2:00 PM (IST) Secured Creditors June 06, 2026 at 3:00 PM (IST) Unsecured Creditors June 06, 2026 at 3:30 PM (IST) Kilburn Chemicals Limited Secured Creditors June 06, 2026 at 10:00 AM (IST) Unsecured Creditors June 06, 2026 at 10:30 AM (IST) Meghmani Crop Nutrition Limited Secured Creditors June 06, 2026 at 11:30 AM (IST) Unsecured Creditors June 06, 2026 at 12:00 Noon (IST)
All meetings will be conducted through Video Conferencing / Other Audio-Visual Means (VC/OAVM) in compliance with applicable provisions of the Companies Act, 2013, MCA Circulars, and SEBI Circulars.
Key Dates for Equity Shareholder Meeting
The key dates and details for the NCLT-directed equity shareholders meeting of Meghmani Organics Limited are as follows:
Parameter: Details Meeting Date: Saturday, June 06, 2026 Meeting Time: 02:00 p.m. (IST) Mode: Video Conferencing / Other Audio-Visual Means Cut-off date for notice eligibility: Friday, March 27, 2026 Cut-off date for e-voting eligibility: Saturday, May 30, 2026 Remote e-voting commencement: Wednesday, June 3, 2026 at 9:00 a.m. (IST) Remote e-voting end: Friday, June 5, 2026 at 5:00 p.m. (IST) Electronic Voting Sequence Number (EVSN): 260227
Key Dates for Secured Creditors Meeting
The NCLT has separately directed a meeting of the Secured Creditors of Meghmani Organics Limited. The key dates and details for this meeting are as follows:
Parameter: Details Meeting Date: Saturday, June 06, 2026 Meeting Time: 03:00 p.m. (IST) Mode: Video Conferencing / Other Audio-Visual Means Cut-off date for notice eligibility: Friday, March 27, 2026 Cut-off date for e-voting eligibility: Friday, March 27, 2026 Remote e-voting commencement: Wednesday, June 3, 2026 at 9:00 a.m. (IST) Remote e-voting end: Friday, June 5, 2026 at 5:00 p.m. (IST) Electronic Voting Sequence Number (EVSN): 260232
Key Dates for Unsecured Creditors Meeting
The NCLT has separately directed a meeting of the Unsecured Creditors of Meghmani Organics Limited. The key dates and details for this meeting are as follows:
Parameter: Details Meeting Date: Saturday, June 06, 2026 Meeting Time: 03:30 p.m. (IST) Mode: Video Conferencing / Other Audio-Visual Means Cut-off date for notice eligibility: Friday, March 27, 2026 Cut-off date for e-voting eligibility: Friday, March 27, 2026 Remote e-voting commencement: Wednesday, June 3, 2026 at 9:00 a.m. (IST) Remote e-voting end: Friday, June 5, 2026 at 5:00 p.m. (IST) Electronic Voting Sequence Number (EVSN): 260233
Dr. Ajar Rab, Advocate, has been appointed as the Chairperson of the meetings by the Hon'ble Tribunal. Ms. Pavni Lakhanpal, Advocate, has been appointed as Scrutinizer to oversee the remote e-voting and e-voting at the meetings to ensure fairness and transparency.
Shareholding Pattern and Capital Structure
Since both transferor companies are wholly owned subsidiaries of Meghmani Organics Limited, the proposed amalgamation will have no impact on the shareholding pattern of the transferee company. The shareholding pattern of Meghmani Organics Limited before and after the scheme is as follows:
Category: Pre-Scheme Shareholding (%) Post-Scheme Shareholding (%) Change (%) Promoter/Promoter Group 48.95 48.95 No change Public Shareholders 51.05 51.05 No change
The capital structure of Meghmani Organics Limited (Transferee Company) as on March 31, 2026 reflects an authorised capital of 37,00,00,000 equity shares of Rs. 1/- each and issued, subscribed and paid-up capital of 25,43,14,211 equity shares of Rs. 1/- each. Post-scheme, the authorised share capital will stand increased to 97,00,00,000 equity shares of Rs. 1/- each, following the combination of the authorised capital of the transferor companies.
Financial Performance of Companies Involved
The following table presents the revenue, PAT, and EBITDA of the three companies involved in the scheme for the last three financial years (Rs. In Lakhs):
Particulars: F.Y. 2022-2023 F.Y. 2023-2024 F.Y. 2024-2025 Meghmani Organics Limited (Transferee Company) Revenue 2,55,673.91 1,53,985.11 2,00,386.97 PAT 25,038.58 (5,656.74) 6,642.06 EBITDA 36,398.63 945.39 18,034.48 Kilburn Chemicals Limited (Transferor Company 1) Revenue - 109.74 3,396.31 PAT (1,395.59) (4,256.02) (8,907.93) EBITDA (1,950.92) (2,593.05) (5,696.90) Meghmani Crop Nutrition Limited (Transferor Company 2) Revenue - 139.93 4,049.69 PAT (34.78) (678.64) 422.46 EBITDA (9.02) (182.09) 1,752.37
Amounts Due to Unsecured Creditors
The amount due to unsecured creditors of Meghmani Organics Limited as on March 27, 2026 is Rs. 49,052.63 Lakhs. The amount due to unsecured creditors of Kilburn Chemicals Limited and Meghmani Crop Nutrition Limited as on March 27, 2026 is Rs. 4,729.78 Lakhs and Rs. 893.56 Lakhs respectively.
Scheme Rationale and Key Features
The amalgamation is aimed at simplifying the overall group structure by fully integrating the operations of the transferor companies into the transferee company. The scheme is expected to result in operational and financial synergies through improved financial management, cost optimization, and economies of scale. Key features of the scheme include the appointed date of January 1, 2026, transfer and vesting of the entire business and undertaking of the transferor companies into the transferee company on a going concern basis, continuation of all employees of the transferor companies as employees of the transferee company on terms no less favourable, and dissolution of the transferor companies without winding up upon the scheme becoming effective. The accounting treatment shall follow the Pooling of Interest Method as per Indian Accounting Standard (Ind AS) 103.
Amalgamation Scheme Details
The proposed scheme involves the amalgamation of Kilburn Chemicals Limited (Transferor Company 1) and Meghmani Crop Nutrition Limited (Transferor Company 2) with Meghmani Organics Limited as the transferee company. The scheme is being pursued under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. Kilburn Chemicals Limited is engaged in the manufacturing and selling of Titanium Dioxide and related products, while Meghmani Crop Nutrition Limited is engaged in manufacturing and selling of crop nutrition products. Meghmani Organics Limited is engaged in manufacturing and selling of crop protection products and pigments. Both transferor companies are wholly owned subsidiaries of the transferee company, and accordingly, no shares or consideration shall be issued by the transferee company pursuant to the scheme. Upon the scheme becoming effective, the entire share capital of the transferor companies shall stand cancelled.
NCLT-Directed Meeting Schedule for All Companies
The NCLT has directed meetings for equity shareholders and creditors of all three companies on June 06, 2026. The complete schedule is as follows:
Company: Meeting Type Time Meghmani Organics Limited Equity Shareholders June 06, 2026 at 2:00 PM (IST) Secured Creditors June 06, 2026 at 3:00 PM (IST) Unsecured Creditors June 06, 2026 at 3:30 PM (IST) Kilburn Chemicals Limited Secured Creditors June 06, 2026 at 10:00 AM (IST) Unsecured Creditors June 06, 2026 at 10:30 AM (IST) Meghmani Crop Nutrition Limited Secured Creditors June 06, 2026 at 11:30 AM (IST) Unsecured Creditors June 06, 2026 at 12:00 Noon (IST)
All meetings will be conducted through Video Conferencing / Other Audio-Visual Means (VC/OAVM) in compliance with applicable provisions of the Companies Act, 2013, MCA Circulars, and SEBI Circulars.
Key Dates for Equity Shareholder Meeting
The key dates and details for the NCLT-directed equity shareholders meeting of Meghmani Organics Limited are as follows:
Parameter: Details Meeting Date: Saturday, June 06, 2026 Meeting Time: 02:00 p.m. (IST) Mode: Video Conferencing / Other Audio-Visual Means Cut-off date for notice eligibility: Friday, March 27, 2026 Cut-off date for e-voting eligibility: Saturday, May 30, 2026 Remote e-voting commencement: Wednesday, June 3, 2026 at 9:00 a.m. (IST) Remote e-voting end: Friday, June 5, 2026 at 5:00 p.m. (IST) Electronic Voting Sequence Number (EVSN): 260227
Key Dates for Secured Creditors Meeting
The NCLT has separately directed a meeting of the Secured Creditors of Meghmani Organics Limited. The key dates and details for this meeting are as follows:
Parameter: Details Meeting Date: Saturday, June 06, 2026 Meeting Time: 03:00 p.m. (IST) Mode: Video Conferencing / Other Audio-Visual Means Cut-off date for notice eligibility: Friday, March 27, 2026 Cut-off date for e-voting eligibility: Friday, March 27, 2026 Remote e-voting commencement: Wednesday, June 3, 2026 at 9:00 a.m. (IST) Remote e-voting end: Friday, June 5, 2026 at 5:00 p.m. (IST) Electronic Voting Sequence Number (EVSN): 260232
Key Dates for Unsecured Creditors Meeting
The NCLT has separately directed a meeting of the Unsecured Creditors of Meghmani Organics Limited. The key dates and details for this meeting are as follows:
Parameter: Details Meeting Date: Saturday, June 06, 2026 Meeting Time: 03:30 p.m. (IST) Mode: Video Conferencing / Other Audio-Visual Means Cut-off date for notice eligibility: Friday, March 27, 2026 Cut-off date for e-voting eligibility: Friday, March 27, 2026 Remote e-voting commencement: Wednesday, June 3, 2026 at 9:00 a.m. (IST) Remote e-voting end: Friday, June 5, 2026 at 5:00 p.m. (IST) Electronic Voting Sequence Number (EVSN): 260233
Dr. Ajar Rab, Advocate, has been appointed as the Chairperson of the meetings by the Hon'ble Tribunal. Ms. Pavni Lakhanpal, Advocate, has been appointed as Scrutinizer to oversee the remote e-voting and e-voting at the meetings to ensure fairness and transparency.
Shareholding Pattern and Capital Structure
Since both transferor companies are wholly owned subsidiaries of Meghmani Organics Limited, the proposed amalgamation will have no impact on the shareholding pattern of the transferee company. The shareholding pattern of Meghmani Organics Limited before and after the scheme is as follows:
Category: Pre-Scheme Shareholding (%) Post-Scheme Shareholding (%) Change (%) Promoter/Promoter Group 48.95 48.95 No change Public Shareholders 51.05 51.05 No change
The capital structure of Meghmani Organics Limited (Transferee Company) as on March 31, 2026 reflects an authorised capital of 37,00,00,000 equity shares of Rs. 1/- each and issued, subscribed and paid-up capital of 25,43,14,211 equity shares of Rs. 1/- each. Post-scheme, the authorised share capital will stand increased to 97,00,00,000 equity shares of Rs. 1/- each, following the combination of the authorised capital of the transferor companies.
Financial Performance of Companies Involved
The following table presents the revenue, PAT, and EBITDA of the three companies involved in the scheme for the last three financial years (Rs. In Lakhs):
Particulars: F.Y. 2022-2023 F.Y. 2023-2024 F.Y. 2024-2025 Meghmani Organics Limited (Transferee Company) Revenue 2,55,673.91 1,53,985.11 2,00,386.97 PAT 25,038.58 (5,656.74) 6,642.06 EBITDA 36,398.63 945.39 18,034.48 Kilburn Chemicals Limited (Transferor Company 1) Revenue - 109.74 3,396.31 PAT (1,395.59) (4,256.02) (8,907.93) EBITDA (1,950.92) (2,593.05) (5,696.90) Meghmani Crop Nutrition Limited (Transferor Company 2) Revenue - 139.93 4,049.69 PAT (34.78) (678.64) 422.46 EBITDA (9.02) (182.09) 1,752.37
Amounts Due to Unsecured Creditors
The amount due to unsecured creditors of Meghmani Organics Limited as on March 27, 2026 is Rs. 49,052.63 Lakhs. The amount due to unsecured creditors of Kilburn Chemicals Limited and Meghmani Crop Nutrition Limited as on March 27, 2026 is Rs. 4,729.78 Lakhs and Rs. 893.56 Lakhs respectively.
Scheme Rationale and Key Features
The amalgamation is aimed at simplifying the overall group structure by fully integrating the operations of the transferor companies into the transferee company. The scheme is expected to result in operational and financial synergies through improved financial management, cost optimization, and economies of scale. Key features of the scheme include the appointed date of January 1, 2026, transfer and vesting of the entire business and undertaking of the transferor companies into the transferee company on a going concern basis, continuation of all employees of the transferor companies as employees of the transferee company on terms no less favourable, and dissolution of the transferor companies without winding up upon the scheme becoming effective. The accounting treatment shall follow the Pooling of Interest Method as per Indian Accounting Standard (Ind AS) 103.