Case Details

Case Name: In the Matter of A Scheme of Amalgamation of Gloster Lifestyle Limited and Gloster Specialities Limited with Gloster Limited

Authority: National Company Law Tribunal (NCLT)

Case Number: Company Application (CAA) No. 15/KB/2026

Date of Order: 22 May 2026

Appointed Date for Amalgamation: 1st April 2025

Legal Provisions: Application under Section 230(1) read with Section 232(1) of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

Parties Involved

Applicant/Transferor Companies:

1. Gloster Lifestyle Limited (Applicant Company No. 1/Transferor Company No. 1)

  • Corporate Identification Number: U18100WB2011PLC159678

2. Gloster Specialities Limited (Applicant Company No. 2/Transferor Company No. 2)

  • Corporate Identification Number: U18109WB2011PLC159677

Non-Applicant/Transferee Company:

  • Gloster Limited
  • Corporate Identification Number: L17100WB1923PLC004628

Representation:

  • For the Applicants: Ms. Neha Somani, PCS (Authorised Representative)
  • Tribunal Bench: Smt. Bidisha Banerjee, Hon'ble Member (Judicial) and Ms. Rekha Kantilal Shah, Hon'ble Member (Technical)

Issues / Allegations / Violations

This is a first-stage application seeking approval for a Scheme of Amalgamation and specific procedural directions. There are no allegations or violations cited. The application seeks dispensation from holding meetings of shareholders and creditors for the approval of the scheme.

Findings & Observations

The Tribunal noted the following factual submissions from the applicants:

  • The Board of Directors of the Transferor Companies approved the Scheme on 10th November 2025.
  • The Board of Directors of the Transferee Company approved the Scheme on 12th November 2025.
  • None of the Applicant Companies (Transferor Companies) are listed on any stock exchange.
  • The shareholder and creditor composition as of 30th November 2025 is:
  • Gloster Lifestyle Limited: 8 Equity Shareholders, NIL Secured Creditors, NIL Unsecured Creditors.
  • Gloster Specialities Limited: 8 Equity Shareholders, NIL Secured Creditors, NIL Unsecured Creditors.
  • 100% of the Equity Shareholders of both Applicant Companies have given their written consent to the Scheme via affidavits.
  • The Applicant Companies are wholly-owned subsidiaries of the Transferee Company (Gloster Limited). Consequently, no shares of the Transferee Company will be allotted in exchange for the amalgamation.
  • The Transferee Company, Gloster Limited, is listed on BSE Limited and National Stock Exchange Limited.
  • An intimation regarding the scheme approval was submitted to the stock exchanges on 12th November 2025, complying with SEBI LODR Regulations.
  • A certificate from the Statutory Auditor confirms that the accounting treatment in the scheme complies with applicable Accounting Standards.

Based on these submissions, the Tribunal found it appropriate to dispense with the meetings of shareholders.

Penalties / Settlements / Directions

No penalties or settlements were imposed. The Tribunal issued the following directions:

1. Dispensation of Meetings: Meetings of the Equity Shareholders of the Applicant Companies are dispensed with.

2. Notice Service: The Applicant Companies are directed to serve a notice under Section 230(5) of the Companies Act, 2013, along with all accompanying documents (including the Scheme and statement), to the following authorities within two weeks from the date of receiving this order:

  • i. The Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata
  • ii. The Registrar of Companies, Kolkata, West Bengal
  • iii. The Official Liquidator, High Court, Calcutta
  • iv. The Securities Exchange Board of India (SEBI)
  • v. The Income Tax Department having jurisdiction over the Applicants

3. Mode of Service: Notices must be sent by hand delivery, post, speed post, courier, and email.

4. Representation Period: The notices must specify that any representations should be filed before the Tribunal within 30 days from the date of receipt. A copy of any representation must be sent simultaneously to the Authorised Representative of the Applicant Companies.

5. Affidavit of Compliance: The Applicant Companies must file an affidavit of service with the registry to confirm compliance with the notice directions.

Corrective Actions & Future Obligations

The order mandates future compliance actions:

  • The applicants must strictly adhere to the timeline and method for serving notices as directed.
  • The form of the notice must be as per Form No. CAA 3 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, incorporating the Tribunal's directions.
  • The applicants must fulfill ongoing disclosure and compliance obligations as a listed entity (Gloster Limited) under SEBI LODR Regulations throughout the process.

Final Ruling & Enforcement

Final Decision: The application (CAA No. 15/KB/2026) was allowed and disposed of accordingly.

Next Steps: The process will proceed to the next stage, where the notified regulatory authorities (RD, ROC, OL, SEBI, Income Tax) have 30 days to review the scheme and file any representations or objections with the NCLT.

Enforcement: The order is immediately effective. A certified copy of the order can be issued upon compliance with requisite formalities.