Scheme Details

The Scheme involves amalgamation of Gloster Lifestyle Limited (Transferor Company No. 1, CIN: U18100WB2011PLC159678) and Gloster Specialities Limited (Transferor Company No. 2, CIN: U18109WB2011PLC159677) with Gloster Limited (Transferee Company, CIN: L17100WB1923PLC004628). All companies have registered office at 21, Strand Road, Kolkata - 700001, West Bengal.

NCLT Order Details

The Hon'ble NCLT Kolkata Bench (Members: Smt. Bidisha Banerjee and Ms. Rekha Kantilal Shah) passed the order on 22nd May 2026 in Company Application (CAA) No. 15/KB/2026. The Tribunal allowed the First Motion Application and dispensed with the requirement of convening meetings of Equity Shareholders of the Applicant Companies.

Financial Details

Share Capital as on 30th November 2025:

  • Gloster Lifestyle Limited: 8 Equity Shareholders
  • Gloster Specialities Limited: 8 Equity Shareholders
  • Both companies had NIL Secured Creditors and NIL Unsecured Creditors as on 30th November 2025

Shareholder Consent

100% of Equity Shareholders of both Transferor Companies have given written consent to the Scheme through affidavits.

Board Approvals

  • Transferor Companies Board approved the Scheme on 10th November 2025
  • Transferee Company Board approved the Scheme on 12th November 2025

Appointed Date

The appointed date for amalgamation is 1st April 2025.

Shareholding Impact

No change in shareholding pattern of the listed entity (Gloster Limited) pursuant to the amalgamation. No shares of Transferee Company will be allotted as the Transferor Companies are wholly-owned subsidiaries. The entire subscribed and paid-up share capital of Transferor Companies will stand cancelled and extinguished.

Business Profiles

  • Gloster Limited: Manufacturing and export of Jute and allied products
  • Gloster Lifestyle Limited: Manufacturing and export of Jute and allied products
  • Gloster Specialities Limited: Manufacture of all kinds of goods from fibres and production therefrom

Rationale for Amalgamation

The amalgamation will enable more efficient utilization of capital and assets, strengthen foundation for future growth, and create greater value for shareholders through enhanced efficiency.

Next Steps

Applicant Companies to serve notice under Section 230(5) of Companies Act, 2013 to:

  • Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata
  • Registrar of Companies, Kolkata, West Bengal
  • Official Liquidator, High Court, Calcutta
  • Securities Exchange Board of India
  • Income Tax Department having jurisdiction

Notices to be sent within two weeks from order receipt date. Representations must be filed within 30 days from notice receipt.

Document References

  • SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024
  • Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
  • Form No. CAA 3 of Companies Rules, 2016