NCLT Mumbai Allows BASF India's First Motion In Demerger Scheme, Dispenses With Meetings Of Shareholders, Creditors

The National Company Law Tribunal (NCLT) at Mumbai on Friday allowed a plea filed by BASF India Ltd and BASF Agricultural Solutions India Ltd seeking directions in relation to a proposed demerger of the agricultural solutions business.

A coram of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar was dealing with an application under Sections 230 to 232 of the Companies Act seeking dispensation of meetings of shareholders and creditors.

The scheme was approved by the respective Boards of Directors on May 14, 2025, and August 12, 2025.

It contemplates the transfer of the agricultural solutions undertaking of BASF India Limited to BASF Agricultural Solutions India Limited on a going concern basis, with shareholders to receive one equity share of the resulting company for every one equity share held in the demerged company.

The applicant companies submitted that the restructuring is in line with the BASF Group's global strategy and is intended to enable operational flexibility, differentiated management, better capital allocation, and sharper strategic focus.

The tribunal noted that the stock exchanges BSE and NSE, through letters dated January 30, 2026 and February 2, 2026, had issued no adverse observations on the proposed scheme.

It also recorded that requisite consents had been obtained, including 100% consent of the shareholders of the resulting company and consent of more than 90% of the unsecured creditors of the demerged company.

Taking note of these factors, the tribunal dispensed with the requirement of convening meetings of certain classes of shareholders and creditors.

It directed issuance of notices to regulatory authorities, including the Regional Director, Registrar of Companies, and Income Tax authorities, along with other concerned regulators.

Accordingly, the first motion plea was allowed.