Date: June 27, 2026

Board Meeting Outcomes

  • The National Company Law Tribunal (NCLT), Chennai Bench, pronounced its order on June 19, 2026, which was received by the company on June 26, 2026.
  • The order relates to a joint application filed under Sections 230-232 of the Companies Act, 2013 regarding a proposed Scheme of Arrangement between Reid & Taylor International Private Limited (Demerged Company) and Digjam Limited (Resulting Company).
  • The Tribunal admitted the joint application and issued directions for convening meetings of stakeholders.

Scheme of Arrangement Details

Rationale for the Scheme:

  • To bring the 'Textile Business' of both companies under one entity for optimized utilization of specialized skills, knowledge, and cash flow profiles.
  • To achieve operational economies of scale, cost savings, reduction in legal and regulatory compliances.
  • To simplify business processes, optimize resources and administrative expenses.
  • To provide focused leadership and management attention on the textile business activity.
  • To consolidate group business for better management, control and growth opportunities.
  • To create a fully integrated single entity in the textile sector with enhanced potential for increased revenues and profits.
  • Shareholders of Reid & Taylor will be allotted shares of Digjam Limited which will be subsequently listed.

Company Details - Reid & Taylor International Private Limited (Demerged Company):

  • Incorporated on January 28, 2010 under Companies Act, 1956
  • Share Capital as on March 31, 2025: Authorized - 1,00,00,000 equity shares of ₹10 each (₹10,00,00,000); Issued, Subscribed and Paid-up - 1,15,000 equity shares of ₹10 each (₹11,50,000)
  • Changed capital as on June 25, 2025: 1,53,400 equity shares of ₹10 each (₹15,34,000)

Company Details - Digjam Limited (Resulting Company):

  • Incorporated on May 26, 2008 under Companies Act, 2013
  • Share Capital as on March 31, 2024: Authorized - 10,00,50,000 equity shares of ₹10 each (₹1,00,05,00,000) and Redeemable 7% Preference Shares of ₹100 each; Issued, Subscribed and Paid-up - 2,00,00,000 equity shares of ₹10 each (₹20,00,00,000) and 27,00,000 Cumulative, Non-Convertible, Redeemable 7% Preference Shares of ₹100 each (₹27,00,00,000)

NCLT Directions for Meetings

For Reid & Taylor International Private Limited (Demerged Company):

  • Equity Shareholders (4 shareholders): Meeting dispensed with as 100% consent obtained via affidavits
  • Secured Creditors (1 creditor): Meeting dispensed with as 100% consent obtained via affidavits
  • Unsecured Creditors (671 creditors): Meeting directed to be convened on August 16, 2026, at 10:00 AM at registered office or via video conferencing

For Digjam Limited (Resulting Company):

  • Equity Shareholders (24 shareholders): Meeting directed to be convened on August 16, 2026, at 11:00 AM at registered office or via video conferencing
  • Preference Shareholders (1 shareholder): Meeting dispensed with as 100% consent obtained via affidavits
  • Secured Creditors (Nil): No meeting required
  • Unsecured Creditors (529 creditors): Meeting dispensed with as 95.08% consent obtained via affidavits

Meeting Arrangements

  • Quorum requirements: Unsecured Creditors of Demerged Company - 140; Equity Shareholders of Resulting Company - 6
  • Chairperson: Sri Ram (Mobile: 8056279887) with fee of ₹1,00,000 plus incidental expenses
  • Scrutinizer: Mr. Ajith Kumar P, Advocate (Mobile: 9962401082) with fee of ₹60,000 plus incidental expenses
  • If quorum not present, meeting will be adjourned by half an hour, after which persons present will constitute quorum
  • Notices to be sent 30 days in advance via registered post, speed post, courier or email
  • Advertisement to be published in Business Standard (English) and Makkal Kural (Tamil) with 30 days clear notice
  • Notices to be sent to Regional Director, MCA, Registrar of Companies, Official Liquidator, Income Tax Authorities, and other sectoral regulators

Additional Information

  • The Scheme was approved by the Board of Directors of both companies in meetings held on July 8, 2025
  • Statutory Auditors have certified compliance with Accounting Standards under Section 133 of Companies Act, 2013
  • The order is procedural in nature, providing directions for conducting meetings and completing statutory formalities
  • The Scheme remains subject to approval of shareholders, creditors, and other statutory and regulatory approvals, including final sanction of the NCLT