NCLT Kochi Allows First Motion In Scheme To Merge 51 Malabar Group Companies Into Malabar Gold

The National Company Law Tribunal (NCLT) Kochi on Wednesday allowed the first-motion application in a composite scheme of amalgamation involving the merger of 51 Malabar Group companies into Malabar Gold and Diamonds Limited.

The order was passed by Judicial Member Vinay Goel on a joint application filed under Sections 230-232 of the Companies Act seeking directions regarding meetings of shareholders and creditors for approval of the proposed scheme.

The tribunal dispensed with meetings in 10 of the 51 transferor companies and directed that meetings of shareholders, secured creditors, and unsecured creditors be convened in the remaining 41 transferor companies as well as in Malabar Gold and Diamonds Limited, the transferee company, for consideration of the scheme.

It also issued consequential directions regarding quorum, appointment of a chairperson and scrutinizer, publication of notices, and service of notice on statutory authorities including the Registrar of Companies and the Income Tax Department.

According to the scheme, the amalgamation is intended to bring the manufacturing, trading, and retail jewelry businesses and allied activities of the group under a single entity, resulting in aggregation of turnover, removal of cross-holdings, reduction of compliance costs and more efficient use of resources.

The tribunal observed that it was prima facie satisfied that the application was maintainable as the registered offices of the applicant companies were within the territorial jurisdiction of the Kochi Bench.

It further noted that the scheme had been approved by the respective Boards of Directors and that the statutory requirements required to be examined at the first-motion stage had been complied with.

Accordingly, the tribunal issued directions for holding meetings and conducting the process in accordance with the Companies Act and disposed of the application.

For Applicants: Dr.K.S Ravichandran, PCS and Advocate Manjula Devi