NCLT Ahmedabad Orders Shareholder & Creditor Meetings For Meghmani Group Amalgamation

The Ahmedabad Bench of the National Company Law Tribunal (NCLT) on 20 April issued directions on an application filed by Kilburn Chemicals Ltd., Meghmani Crop Nutrition Ltd., and Meghmani Organics Ltd. under Sections 230–232 of the Companies Act, 2013 seeking approval of a scheme of amalgamation.

The Bench comprising Judicial Member Shammi Khan and Technical Member Sanjeev Sharma passed the order dealing with dispensation of shareholder meetings and convening of creditor meetings based on consent affidavits and outstanding liabilities.

The Tribunal noted that no investigation or proceedings remained pending against the applicant companies under Sections 210 to 226 of the Companies Act.

The Tribunal recorded the factual position of the companies and noted that Kilburn Chemicals Ltd., incorporated in 1990, manufactures titanium dioxide and related products, Meghmani Crop Nutrition Ltd., incorporated in 2021, manufactures crop nutrition products, and Meghmani Organics Ltd., incorporated in 2019, functions as the listed flagship company engaged in crop protection products and pigments, with listings on BSE and NSE.

The applicants submitted that the Scheme aims to simplify the group structure, integrate operations, and achieve operational and financial synergies. They further submitted that the restructuring reduces costs, improves administration, and enables efficient utilisation of resources. They also stated that the Scheme involves a wholly owned subsidiary merging into its holding company and that no director has any material interest except as shareholders.

The Tribunal recorded that all seven equity shareholders of Kilburn Chemicals, including Meghmani Organics holding 1,21,49,400 of 1,21,50,000 shares, filed consent affidavits. It therefore dispensed with the meeting of equity shareholders.

The Tribunal also recorded that all equity shareholders and the sole preference shareholder of Meghmani Crop Nutrition, both controlled by Meghmani Organics, consented to the Scheme. It accordingly dispensed with their meetings.

However, the Tribunal directed convening meetings of secured and unsecured creditors in both Transferor Companies due to outstanding liabilities. Kilburn Chemicals reported secured debt of Rs 154.97 crore and unsecured debt of Rs 47.29 crore. Meghmani Crop Nutrition reported secured debt of Rs 49.65 crore and unsecured debt of Rs 8.94 crore.

For Meghmani Organics Ltd., the Tribunal directed convening meetings of 1,37,915 equity shareholders, six secured creditors, and 1,002 unsecured creditors.

The Tribunal fixed 6 June 2026 as the date for the meetings and appointed Dr Ajar Rab, Advocate, as Chairperson and Pavni, Advocate, as Scrutinizer to conduct and report the proceedings.

For Applicants: Advocate Dhinal Shah