NCLT Mumbai Dispenses With Stakeholder Meetings For Merger Of Raymond's Wholly Owned Subsidiary Into It

A bench of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar passed the order on an application filed under Sections 230 to 232 of the Companies Act, 2013 seeking directions in relation to the proposed merger.

The scheme approved by the boards of EBAL and Raymond on January 23, 2026 and January 27, 2026 provides for the amalgamation of EBAL into Raymond with an appointed date of April 1, 2026.

EBAL is engaged in converting denim fabrics into readymade garments on a contractual basis and is a wholly owned subsidiary of Raymond, while Raymond is a listed company engaged in denim fabric, garmenting, engineering and aerospace businesses.

According to the companies, the merger aims to simplify the group structure by fully integrating EBAL's garmenting operations into Raymond, enabling optimal utilisation of resources, operational efficiencies, financial synergies and reduction of duplication in business functions.

The tribunal noted that Raymond along with its nominees, held the entire issued and paid-up share capital of EBAL. Consequently, no shares would be issued by Raymond pursuant to the merger and the entire share capital of EBAL would stand cancelled upon the scheme becoming effective.

The tribunal dispensed with meetings of EBAL's equity shareholders, secured creditor and unsecured creditors, as well as meetings of Raymond's shareholders and creditors.

While sanctioning the first motion scheme, the tribunal directed the companies to issue notices of the proposed scheme to specified unsecured creditors and regulatory authorities, including the Regional Director, Registrar of Companies, Income Tax Department, GST authorities, Official Liquidator, BSE and NSE.

For Applicant Companies: Advocates Hemant Sethi, Tanaya Sethi