Hatsun Agro Product Limited has received regulatory approval for its strategic consolidation move, with the Hon'ble National Company Law Tribunal (NCLT), Cuttack Bench sanctioning the amalgamation scheme with its wholly-owned subsidiary Milk Mantra Dairy Private Limited.

NCLT Order Details

The tribunal issued its order on March 10, 2026, approving the Scheme of Amalgamation with retrospective effect from April 1, 2025. The decision consolidates the group structure by merging Milk Mantra Dairy Private Limited (transferor company) into Hatsun Agro Product Limited (transferee company).

Strategic Rationale

The amalgamation serves multiple strategic objectives for the dairy and food products company. The primary purposes include consolidating the group structure, achieving synergies in business activities, and increasing the combined entity's financial strength and flexibility. Since Hatsun Agro Product Limited holds the entire share capital of Milk Mantra Dairy Private Limited through its nominees, the transaction represents a straightforward subsidiary absorption.

Regulatory Compliance Process

The tribunal dispensed with several procedural requirements due to the nature of the transaction. All equity shareholders and preference shareholders of the transferor company provided written consent through affidavits, eliminating the need for formal meetings. Similarly, over 90% of unsecured creditors in value terms consented to the scheme, while the company had no secured creditors.

Implementation Timeline

The scheme will become effective upon filing certified copies of the NCLT order with the Registrar of Companies by both the transferor and transferee companies. Hatsun Agro Product Limited has committed to inform stock exchanges about the completion of this filing process in due course.

Financial and Operational Impact

Under the approved scheme, no new shares will be issued, keeping the capital structure of Hatsun Agro Product Limited unchanged. All assets, liabilities, duties, and obligations of Milk Mantra Dairy Private Limited will transfer to the parent company without further legal procedures. The transferee company will account for the amalgamation using the "pooling of interest method" as prescribed under Indian Accounting Standards.

The tribunal emphasized that the sanction does not exempt the companies from paying applicable stamp duty, taxes, or other statutory charges. All legal proceedings involving the transferor company will continue with the transferee company, while Milk Mantra Dairy Private Limited will be dissolved without winding up upon scheme implementation.

Hatsun agro product Limited has received an income tax assessment order for Assessment Year 2024-25, raising a demand of ₹2.89 crores. The company disclosed this development to the stock exchanges under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

Assessment Order Details

The income tax assessment order was passed by the Assessment Unit, Income Tax Department under section 143(3) read with section 156 of the Income Tax Act, 1961. The company received the order on 9th March 2026 at 16:35 hours.

Company Response

Hatsun Agro Product Limited has indicated that it is in the process of preferring an appeal against the assessment order. The company made the disclosure through a communication signed by C Subramaniam, Company Secretary and Compliance Officer, dated 10th March 2026.

Regulatory Compliance

The disclosure was made pursuant to Regulation 30 read with Schedule III of the SEBI Listing Regulations. The company provided detailed information about the assessment order as required under the regulatory framework, including the nature of the order, date of receipt, and financial impact.

The assessment order represents a significant development for the dairy and food products company, which operates various brands including Arun Ice Creams, Hatsun, and Ibaco. The company's decision to appeal the order indicates its intention to contest the tax demand through appropriate legal channels.