Case Overview

This order pertains to Company Application (CAA) No. 96/MB/2026 filed under Sections 230-232 of the Companies Act, 2013, concerning a scheme of amalgamation between Everblue Apparel Limited (EBAL, Transferor Company) and Raymond Limited (RL, Transferee Company). The application sought directions from the Tribunal regarding the proposed amalgamation and specifically requested dispensation of meetings for shareholders and creditors of both companies.

Everblue Apparel Limited (CIN: U72900MH2000PLC124912), incorporated on 14 March 2000, is a wholly-owned subsidiary of Raymond Limited engaged in converting denim fabrics into readymade garments on a contractual basis. Raymond Limited (CIN: L17117MH1925PLC001208), incorporated on 10 September 1925, is a publicly listed company engaged in manufacturing denim fabric, denim garmenting, engineering, and aerospace business through joint ventures and subsidiaries. Its shares are listed on BSE and NSE.

The rationale for the amalgamation includes simplification of group structure, optimal utilization of resources, operational and financial synergies, cost reduction, and elimination of duplication. The appointed date for the scheme is 01 April 2026.

As of 31 December 2025, Everblue Apparel had an authorized share capital of ₹20,00,00,000 and issued, subscribed, and paid-up capital of ₹11,50,00,000. Raymond Limited had an authorized share capital of ₹100,00,00,000 and issued, subscribed, and paid-up capital of ₹66,57,37,310. Post-amalgamation, Raymond's authorized share capital will increase to ₹120,00,00,000.

The entire issued share capital of Everblue is held by Raymond and its nominees. Consequently, no shares will be issued by Raymond to Everblue's shareholders upon amalgamation; instead, Everblue's share capital will stand automatically cancelled.

The Tribunal noted that consent has been obtained from all relevant parties: 100% consent from Everblue's 8 equity shareholders (Raymond and nominees), 100% consent from Everblue's sole secured creditor (with outstanding of ₹73,806,158), and no secured creditors for Raymond. For unsecured creditors, Everblue has 165 creditors (₹150,962,567 outstanding) and Raymond has 57 creditors (₹466,081,784 outstanding).

The net worth positions as of 31 December 2025 are positive: Everblue Apparel at ₹1,574 lakhs and Raymond Limited at ₹1,92,877 lakhs. Post-amalgamation, Raymond's net worth remains ₹1,92,877 lakhs.

Final Outcome

The Tribunal allowed the application and dispensed with the requirement to convene meetings for:

  • Equity shareholders of both companies
  • Secured creditors of both companies (none for Raymond)
  • Unsecured creditors of both companies

The Tribunal directed the companies to issue notices of the proposed scheme to:

  • Unsecured creditors of Everblue with outstanding of ₹5 lakhs or more
  • Unsecured creditors of Raymond with outstanding of ₹25 lakhs or more

Additionally, notices must be served to regulatory authorities including the Regional Director (Mumbai), Registrar of Companies (Maharashtra), Income Tax authorities (Assessing Officer and Principal Chief Commissioner), GST authorities, Official Liquidator (for Everblue only), BSE and NSE (for Raymond), and any other relevant sectoral regulators.

Notices must be served via speed post/courier/email/hand delivery with proof of delivery. Authorities have 30 days from receipt to respond; absence of response will be construed as no objection. The companies must file affidavits of service with the Tribunal.

The application was allowed in these terms by the bench comprising Member (Technical) Prabhat Kumar and Member (Judicial) Sushil Mahadeorao Kochey.

Topics: Corporate Restructuring, Textiles Industry, Regulatory Approval