Kothari Sugars Shareholders Approve Amalgamation Scheme

Kothari Sugars And Chemicals Limited shareholders approved the proposed amalgamation with Kothari Petrochemicals Limited on November 13, 2026, with the resolution receiving the requisite majority at an NCLT-convened equity shareholders’ meeting. The approval is a required shareholder step under Sections 230 to 232 of the Companies Act, 2013.

What did Kothari Sugars shareholders approve?

Kothari Sugars shareholders approved a Scheme of Amalgamation under which Kothari Sugars And Chemicals Limited is identified as the transferor company and Kothari Petrochemicals Limited as the transferee company. The resolution also covers the respective shareholders and creditors of the two companies, as set out in the scheme notice.

The shareholder meeting was convened pursuant to an order of the Hon’ble National Company Law Tribunal, Chennai Bench - 1. The company said the resolution was duly approved by the requisite majority of equity shareholders and is deemed passed on November 13, 2026, in accordance with Section 230(6) of the Companies Act and the SEBI Master Circular on Schemes of Arrangement dated June 20, 2023.

The disclosure does not provide the final voting percentages or the number of shares voted on the amalgamation resolution. It confirms, however, that the voting results and scrutinizer’s report were submitted in compliance with Regulation 44(3) of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

How was the NCLT-convened shareholder meeting conducted?

The NCLT-convened meeting was held through video conferencing and other audio-visual means on Friday, November 13, 2026. It began at 10:30 am and concluded at 10:45 am, after the chairperson confirmed the presence of the required quorum.

The Company Secretary and Compliance Officer welcomed shareholders and invited Dr. VRK Badarinath Nandula, the chairperson, to commence the meeting formally. The meeting considered the single business item contained in the notice dated October 9, 2026: approval of the amalgamation scheme.

Kothari Sugars provided remote e-voting to eligible members before the meeting. It also made e-voting available during the meeting for equity shareholders who had not cast their votes through the remote facility. This allowed the resolution to be decided through electronic voting rather than through a physical meeting process.

Biswarup Acharya, an advocate, was appointed as scrutinizer for the equity shareholders’ meeting. The company’s disclosure states that the date of his appointment was treated as September 30, 2026, the date of the NCLT order.

What are the key facts of the amalgamation vote?

The key fact is that the scheme has cleared the equity shareholder approval stage prescribed for the NCLT process. Kothari Sugars disclosed that the requisite majority approved the resolution, but it did not state the detailed vote count in the information provided.

The approval follows the company’s November 13 exchange disclosure regarding the notice and proceedings of the NCLT-convened equity shareholders’ meeting. It is distinct from the company’s annual general meeting held earlier in the year.

What was decided at the August 2026 AGM?

At its 65th annual general meeting on August 13, 2026, Kothari Sugars’ members transacted three stated items of business. The AGM was also held through video conferencing and other audio-visual means, commencing at 11:00 am and concluding at 11:50 am.

Shareholders adopted the audited financial statements for the financial year ended March 31, 2026, together with the auditors’ report and the Board of Directors’ report. They also considered the reappointment of Arjun B. Kothari, who retired by rotation and offered himself for reappointment.

The AGM further considered ratification of remuneration for K. Suryanarayanan, the company’s cost auditor, for financial year 2026-27. The disclosed voting data for the financial statements resolution showed that the promoter and promoter group held and voted 60,947,600 shares through e-voting, with all such votes cast in favour.

The promoter and promoter group were not interested in the financial statements resolution. The disclosure stated that they were interested in the agenda concerning the reappointment of Arjun B. Kothari.

Why does the shareholder approval matter for investors?

The vote matters because a scheme of amalgamation requires a defined legal and regulatory process, including consideration by shareholders under the Companies Act. Approval by the requisite majority removes one shareholder-level requirement identified in the company’s disclosure for the proposed combination of Kothari Sugars and Kothari Petrochemicals.

For investors, the disclosures establish the roles of the two entities in the proposed arrangement: Kothari Sugars is the transferor company and Kothari Petrochemicals is the transferee company. The company has not disclosed in the provided information the share-exchange ratio, expected financial effect, implementation date, or any final post-amalgamation structure.

The use of remote e-voting and a scrutinizer’s report provides the formal mechanism for recording shareholder consent. The stated compliance with Section 230(6) and SEBI’s scheme circular indicates that the company has reported the voting outcome within the regulatory framework applicable to listed companies pursuing arrangements of this nature.

Conclusion

Kothari Sugars’ equity shareholders have approved the amalgamation scheme with Kothari Petrochemicals at the NCLT-convened meeting held on November 13, 2026. The company reported that the resolution achieved the requisite majority, while its August AGM had separately completed routine financial-statement, director reappointment and cost-auditor remuneration business.

Investors should watch for subsequent disclosures on the scheme process, including any further NCLT action and details not contained in the current announcement, such as the share-exchange ratio, implementation timetable and post-amalgamation structure.