Dalmia Bharat Sugar and Industries Limited (DBSIL) has received the certified copy of the Order dated April 25, 2025, from the Hon'ble National Company Law Tribunal (NCLT), Chennai Bench, approving the Scheme of Amalgamation between Baghauli Sugar and Distillery Limited (BSDL) and DBSIL.
- BSDL is a Wholly Owned Subsidiary of DBSIL.
- The amalgamation is effective from the Appointed Date, i.e., April 01, 2024.
- Upon filing the certified copy of the Order with the Registrar of Companies, BSDL shall stand dissolved.
- The Scheme involves the amalgamation of BSDL into DBSIL, aiming for business consolidation, increased efficiency, enhanced resource base, augmented manufacturing footprint, and operational synergy.
- As BSDL is a 100% subsidiary, no shares of DBSIL will be issued under the Scheme, and there will be no change in the control or management of DBSIL.
- The amalgamation will be accounted for as per Ind AS 103.
- BSDL became a WOS of DBSIL effective December 22, 2023, following the approval of a Resolution Plan by NCLT Allahabad and NCLAT Delhi.
- Regulatory checks during the NCLT process included no requirement for CCI or Stock Exchange approval for this WOS merger. The Official Liquidator's report noted some historical matters like pending charge satisfactions and qualified audit opinions for previous periods (FY 22-23, period ended Dec 22, 2023) primarily due to the Corporate Insolvency Resolution Process (CIRP) uncertainty, but concluded the company's affairs were not prejudicial.
- As of March 31, 2024, BSDL's total liabilities were ₹140.81 crore, with ₹131.58 crore (approximately 93%) payable to DBSIL, which will be knocked off post-amalgamation. Other liabilities will be discharged by DBSIL.
- BSDL had ceased business operations in 2016 and was under CIRP from February 07, 2020, to December 22, 2023. Operations recommenced post-acquisition by DBSIL.