NCLT Allahabad approves demerger of India Glycols’ Biopharma, Spirits and Biofuel undertakings

1. Background of the demerger scheme

The National Company Law Tribunal, Allahabad Bench, has sanctioned a composite Scheme of Arrangement under Sections 230 and 232 of the Companies Act, 2013, providing for the demerger of two distinct business undertakings of India Glycols Limited. Under the Scheme:

  • The Biopharma Undertaking of India Glycols Limited (Petitioner No. 1 / Demerged Company) is transferred to Ennature Bio Pharma Limited (Petitioner No. 2 / Resulting Company No. 1).
  • The Spirits and Biofuel Undertaking of India Glycols Limited is transferred to IGL Spirits Limited (Petitioner No. 3 / Resulting Company No. 2).

The Scheme has been examined and sanctioned as a second motion petition, following an earlier first motion order dated 15.01.2026, where the NCLT had dealt with the basic structure and rationale of the Scheme, the corporate details of the Petitioner Companies, and compliance with procedural requirements under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Appointed Date: The Scheme is made effective from 1 April 2026, and becomes binding on the Petitioner Companies, their shareholders, creditors and all concerned stakeholders upon sanction.

2. First motion proceedings and stakeholder approvals

2.1 Directions in first motion

In the first motion, filed as Company Application No. 36/ALD/2025, the Petitioner Companies sought:

  • Dispensation from convening meetings of equity shareholders of Resulting Company No. 1 and Resulting Company No. 2; and
  • Directions to convene separate meetings of equity shareholders and unsecured creditors of the Demerged Company, India Glycols Limited, for considering and approving the Scheme.

By order dated 15.01.2026, the NCLT:

  • Dispensed with equity shareholders’ meetings for Ennature Bio Pharma Limited and IGL Spirits Limited; and
  • Directed convening and holding of meetings of equity shareholders and unsecured creditors of India Glycols Limited for approving the Scheme.

2.2 Shareholder and creditor voting outcome

The Chairperson’s report dated 26.03.2026, filed within the stipulated time, recorded the outcome of the meetings:

  • Equity shareholders:

    • Total votes cast: 4,42,48,626
    • Votes in favour: 4,42,48,625 (100% of valid votes)
    • Votes against: 1 (0.0000%)
    • There was complete approval among promoter and non-promoter shareholders, with only one negative vote among non-promoters.

  • Unsecured creditors:

    • Unsecured creditors entitled to vote: 575, with total value Rs. 1,12,010.63 lakh
    • Creditors who participated: 36, with value Rs. 64,266.50 lakh
    • Votes in favour: 36, value Rs. 64,266.50 lakh (100%)
    • No votes against, no invalid or abstained votes.

The Tribunal was thus satisfied that the Scheme had overwhelming stakeholder support.

3. Notices to statutory and regulatory authorities

3.1 Directions for service and publication

At the second motion stage, by order dated 09.04.2026, the NCLT directed issuance of notice of the Company Petition and the Scheme to the following authorities:

  • Regional Director, Northern Region, Ministry of Corporate Affairs, New Delhi
  • Registrar of Companies, Uttarakhand, Dehradun
  • Securities and Exchange Board of India (SEBI)`
  • National Stock Exchange of India Limited (NSE)`
  • BSE Limited (BSE)`
  • Jurisdictional Income Tax Department (including the office of the Principal Chief Commissioner of Income Tax, Lucknow, and respective assessing officers of the Petitioner Companies)

Additionally, the Tribunal ordered publication of notice of hearing in:

  • “Business Standard” (English), and
  • “Uttar Ujala” (Hindi, Nainital Edition).

3.2 Proof of service and publication

On 18.05.2026, each Petitioner Company filed an Affidavit of Service and Publication, confirming that:

  • Newspaper advertisements were carried on 05.05.2026 in the specified newspapers; and
  • Soft and hard copies of the petition and Scheme were dispatched by email to the Regional Director, RoC, Income Tax authorities, SEBI, NSE and BSE on 15.04.2026, with the exact email IDs and addresses recorded in the affidavits.

4. Responses from Registrar of Companies and Regional Director

4.1 Registrar of Companies’ report

The Registrar of Companies, Uttarakhand submitted a report dated 30.04.2026 to the Regional Director. The RoC:

  • Confirmed that its examination was based on factual records on file and data available on the MCA21 portal; and
  • Left it to the Regional Director and the Tribunal to decide the application on merits.

No independent substantive objection was raised by the RoC.

4.2 Regional Director’s representation and concerns

The Regional Director, Northern Region, filed a Representation Affidavit dated 07.05.2026. Key points were:

  1. Statutory filings and status

    • The Demerged Company, Resulting Company No. 1 and Resulting Company No. 2 had filed their audited financial statements and annual returns up to FY 2024-25.
    • No prosecution or scrutiny/inquiry under the Companies Act, 2013 was pending against any Petitioner Company.

  2. Listed status and stock exchange NOC

    • The equity shares of the Transferee/Demerged Company are listed on NSE and BSE.
    • Copies of stock exchange observation / no-objection letters were not found attached to the petition as filed in the RD’s office.

  3. No pending proceedings under investigation provisions

    • There were no proceedings under Sections 235 to 251 of the Companies Act, 1956 or Sections 206 to 229 of the Companies Act, 2013 against the Petitioner Companies.

  4. Liabilities under Section 240

    • The RD requested that the Resulting Companies be directed to undertake to meet liabilities of the respective Demerged Undertakings, if any, arising in future under Section 240 of the Companies Act, 2013.

  5. General compliance assurance

    • The RD urged the Tribunal to ensure the Petitioner Companies:
      • continue to comply with all applicable laws; and
      • are not absolved from any statutory liabilities by virtue of the Scheme being sanctioned.

4.3 Reply and undertakings by the Demerged Company

India Glycols Limited filed a Reply Affidavit (diary no. 1340 dated 02.07.2026) addressing the RD’s observations in a structured manner:

  1. Stock exchange NOC letters

    • The Demerged Company clarified that observation / NOC letters from BSE and NSE under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 had already been obtained and placed on record as Annexure 19 in the first motion application CA (CAA) No. 36/ALD/2025.
    • The first motion order dated 15.01.2026 of the NCLT itself records the fact of such NOCs.