Date: August 12, 2026
Board Meeting Outcomes
Mallcom (India) Limited intimated that the Hon'ble National Company Law Tribunal, Kolkata Bench, vide its order dated July 9, 2026, did not approve the Scheme of Amalgamation between Mallcom (India) Limited (Transferee Company) and its wholly-owned subsidiary, Mallcom VSFT Gloves Private Limited (Transferor Company), under Section 233 of the Companies Act, 2013.
The Company received a certified copy of the order on August 12, 2026, through the professional handling the matter. The order was passed in C.P. No. 172/KB/2025.
The Hon'ble Tribunal held that the requirement under Section 233(1)(b) of the Companies Act, 2013, relating to approval of the Scheme by members holding at least 90% of the total number of shares, was not fulfilled. Accordingly, the proceedings relating to the Scheme pending before the Regional Director were quashed.
The Company is evaluating the further course of action, if any, in the matter.
Legal / Strategic Disclosures
The NCLT order details the specific reasons for rejection:
- The Scheme of Amalgamation was approved by shareholders of the Transferee Company at their Annual General Meeting held on August 30, 2025
- The total number of shares of the Transferee Company are 62,40,000
- Total votes polled were 51,28,804 including 90 votes against and 51,28,714 votes in favor
- 99.98% of votes cast by members present and voting were in favor
- However, votes in favor represented only 82.19% of the total number of shares of the company
- Section 233(1)(b) requires approval by members holding at least 90% of the total number of shares
- The Tribunal interpreted "total number of shares" as referring to the total issued shareholding of the company, not merely shares represented by members present and voting
- The Registrar of Companies, West Bengal and Official Liquidator, High Court, Calcutta had conveyed no objections to the Scheme
- The Regional Director Eastern Region filed the application seeking Tribunal consideration under Section 232
- The Tribunal disposed of C.P. No. 172/KB/2025 and quashed all proceedings related to the scheme
Other Operational / Legal / Strategic Disclosures
The Scheme was filed with the Regional Director, Eastern Region by the Transferee Company vide Form RD-1 SRN A86805273 dated September 13, 2025 along with copy of Notice in Form CAA.11, Scheme of Amalgamation and other documents.
No material disclosures under the following sections: KMP / Board / Auditor Changes, Dividend Declaration, Financial Results, Auditor's Report, Disinvestment / Strategic Actions, Media Release / Investor Communication.