Shish Industries sets December 15 votes on amalgamation

Shish Industries Ltd. must hold separate virtual meetings on December 15, 2026 for 28,853 equity shareholders and 226 unsecured creditors to vote on its proposed amalgamation Scheme. The Tribunal dispensed with a meeting for Shish Industries’ two consenting secured creditors, while meetings of both transferor companies’ stakeholders were also waived or did not arise.

When will Shish Industries stakeholders vote on the Scheme?

Shish Industries’ equity shareholders will meet at 10.30 a.m. on December 15, 2026 through video conferencing or other audio-visual means to consider the Scheme, with or without modifications. The Tribunal’s order identifies 28,853 equity shareholders in the transferee company as of August 31, 2026.

Shish Industries’ 226 unsecured creditors, including creditors towards lease liabilities where applicable, will meet separately at 12.30 p.m. on December 15, 2026. Both stakeholder classes can use remote electronic voting and electronic voting during their virtual meetings, rather than attending a physical venue.

Each class must independently achieve the approval standard under Section 230(6) of the Companies Act, 2013: a majority in number representing three-fourths in value of those present and voting. The Tribunal said its directions were prima facie and would not prejudice consideration of final sanction after required reports and representations are received.

Which Shish Industries stakeholders do not need to meet?

Shish Industries does not need to convene its secured-creditor meeting because its two secured creditors, recorded as of August 31, 2026, submitted consent affidavits. That dispensation applies only to secured creditors and leaves the December 15 vote required for the 226 unsecured creditors.

Meetings for Shish Polylam Pvt. Ltd., the first transferor company, were dispensed with across its stakeholder classes. It had two equity shareholders, one secured creditor and one unsecured creditor as of August 31, 2026; the equity holders consented through board resolutions, while its creditors gave consent affidavits.

Shish Global Solutions Pvt. Ltd., the second transferor company, had two equity shareholders and one unsecured creditor whose meetings were dispensed with through consents. It had no secured creditors as of August 31, 2026, so a secured-creditor meeting did not arise. Shish Industries holds the entire equity capital of both transferor companies directly and/or through nominees.

How will Shish Industries send notices and collect votes?

Shish Industries must issue electronic notices at least one month before the December 15, 2026 meetings to shareholders and unsecured creditors with registered email addresses. Notices must include the Scheme, the explanatory statement required under Sections 102 and 230 to 232 of the Companies Act, 2013, and remote and meeting-time electronic voting instructions.

The company must also advertise the meetings at least one month in advance in The Financial Express, in English across all editions and in Gujarati in its Gujarat edition. The advertisement must state how affected persons can obtain the Scheme and statutory statement free of charge, while Shish Industries must supply the Scheme within one day of a request by an eligible member or unsecured creditor.

The notice record date for equity shareholders is November 8, 2026, based on the register of members or list of beneficial owners. December 8, 2026 is the voting cut-off date, allowing holders in physical or dematerialised form to vote. As the meetings are virtual, proxies are unavailable, although authorised representatives can vote after electronically submitting their authority to the scrutinizer.

What reporting and regulatory work must Shish Industries complete?

Keshav Khaneja, an insolvency professional, is chairperson for both meetings and will receive Rs 1.50 lakh excluding taxes and expenses. Surabhi Pandey, an advocate, is the scrutinizer and will receive Rs 75,000 excluding taxes and expenses; Shish Industries will bear both costs.

The chairperson must file an affidavit at least seven days before the meetings confirming that notice and advertisement directions were followed. Within seven days after the meetings, the chairperson must submit results to the Tribunal in Form CAA.4, verified by affidavit. The scrutinizer must separately report public-shareholder electronic voting results and the unsecured-creditor meeting result.

The applicant companies must give statutory notice to the Ministry of Corporate Affairs’ Regional Director, the Registrar of Companies, Gujarat, the Official Liquidator, the Securities and Exchange Board of India, BSE and income-tax authorities. Shish Industries placed proof on record of filing the draft Scheme with BSE on October 29, 2026 under Regulation 37(6) of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, and must address any BSE observations with its second-motion petition.

What would the Shish Industries Scheme change?

The Scheme would combine the operations of Shish Polylam and Shish Global Solutions into Shish Industries. The applicant companies said the consolidation would reduce legal entities and administrative layers, while pooling financial, managerial, technological and manpower resources to remove duplication of overheads and fixed costs.

No share-exchange ratio is proposed because Shish Industries already owns all equity in the two transferor companies directly and/or through nominees. The Scheme does not contemplate the issue of Shish Industries shares or other securities, so the applicants said the company’s shareholding pattern, member rights and capital structure would remain unaffected.

The applicants stated that the Scheme is not a compromise or arrangement with creditors and that creditors will be paid in the ordinary course of business. KPCM & Co., Shish Industries’ statutory auditor, certified on September 23, 2026 that the proposed accounting treatment conforms with standards prescribed under Section 133 of the Companies Act, 2013. The applicants’ authorised signatory also affirmed that no winding-up, insolvency-resolution or liquidation proceedings were pending when the affidavit was sworn.

Conclusion

The order moves the Shish Industries amalgamation into its voting phase, but treats each stakeholder class differently. The company’s 28,853 equity shareholders and 226 unsecured creditors must separately meet the statutory voting threshold on December 15, 2026, while its two secured creditors and the transferor companies’ consented stakeholder classes do not need meetings.

The next disclosed steps are the notice and newspaper-publication process at least one month before the meetings, the December 8, 2026 shareholder voting cut-off, and the chairperson’s result report within seven days after the votes. Shish Industries must also file its second-motion petition with an affidavit on any BSE observations before the Tribunal considers final sanction.