Authority: National Company Law Tribunal (NCLT), Kochi Bench
Order Date: 15 June 2026
Case Overview
This order pertains to a second motion petition (CP(CAA)/3/KOB/2026) filed under Sections 230 to 232 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamation) Rules, 2016. The petition seeks the Tribunal's sanction for a Scheme of Amalgamation involving Aesthetic Gold Ornaments Private Limited and 50 other companies with Malabar Gold and Diamonds Limited. The first motion application was approved by the same Tribunal on 25 March 2026. The petitioners are represented by counsel Ms. Manjula Devi and the firm KSR & Co.
The Tribunal's order focuses on the procedural requirement of issuing notices to statutory authorities as mandated by Section 230(5) of the Companies Act, 2013, and Rules 8 and 16 of the relevant rules. The purpose is to allow these authorities to submit any representations they may have regarding the proposed amalgamation scheme.
Final Outcome
The Tribunal directed the issuance of notices to the following 12 statutory authorities, to be served by all modes, with an affidavit of proof of service to be filed within 7 days:
1. The Central Government through the Ministry of Corporate Affairs (rd.south@mca.gov.in)
2. The Registrar of Companies, Kerala & Lakshadweep (roc.ernakulam@mca.gov.in)
3. The Official Liquidator, High Court of Kerala (ol-cochin-mca@nic.in)
4. The concerned Income Tax Authorities (kochi.pccit@incometax.gov.in)
5. The concerned Customs Department
6. The concerned Goods and Service Tax Department
7. The concerned Employees State Insurance Authorities
8. The concerned Employees Provident Fund Authorities
9. The concerned Reserve Bank of India
10. The concerned Competition Commission of India
11. The concerned Securities and Exchange Board of India
12. Other concerned Statutory / Sectoral Regulators, if applicable
Furthermore, the petition must be advertised in several newspapers: 'The Hindu' (All India Edition) in English; 'Malayala Manorama' (Malayalam) for Kerala; 'Dinathanthi' (Tamil) for Tamil Nadu and Puducherry; 'Gomantak' (Marathi) for Goa; 'Vijayakarnataka' (Kannada) for Karnataka; 'Eenadu' (Telugu) for Andhra Pradesh and Telangana; and 'Dainik Bhaskar' (Hindi) for Delhi, Haryana, Maharashtra, Gujarat, West Bengal, Uttar Pradesh, Punjab, Chandigarh, Bihar, Odisha, Chhattisgarh, Madhya Pradesh, Rajasthan, Uttarakhand, and Jharkhand. An affidavit proving publication must be filed.
All authorities have 30 days from the date of receipt of the notice to file any representations. If no representation is received, it will be presumed they have no objection.
The petitioners were granted dispensation from re-filing voluminous documents that were already part of the record in the first motion case (CA/(CAA)2/KOB/2026). However, they are obligated to upload all documents to the DMS portal as per NCLT Rules.
The case has been adjourned to 22 July 2026 for further consideration.
Topics: Corporate Amalgamation, NCLT Proceedings