Introduction 

The recent Order dated 25.03.2026 passed by the Hon’ble National Company Law Tribunal, Kochi Bench in CA(CAA)/02/KOB/2026 involving Malabar Gold and Diamonds Limited and 51 transferor companies is arguably one of the largest amalgamation exercises in India in terms of the number of companies merged under a single scheme of arrangement.

The Scheme was presented under Sections 230 to 232 of the Companies Act, 2013 before the NCLT, Kochi Bench, for amalgamation of 51 transferor companies into Malabar Gold and Diamonds Limited, the transferee company.

This transaction assumes even greater significance considering the reported plans of Malabar Gold Group to explore an Initial Public Offering (IPO) in the coming years. Corporate restructuring and consolidation of group entities into a unified corporate structure are often regarded as important preparatory steps for enhanced governance, operational efficiency, regulatory compliance, and investor confidence before a potential public listing.

Legal Framework Governing Mergers and Amalgamations

1. Mergers and amalgamations in India are principally governed by:
   1. Sections 230 to 232 of the Companies Act, 2013;
   2. Companies (Compromises, Arrangements and Amalgamations) Rules, 2016;
   3. Relevant provisions of the Income Tax Act, 1961;
   4. SEBI Regulations (in case of listed companies);
   5. Competition Act, 2002, where applicable.

Sections 230 to 232 empower the NCLT to sanction schemes of compromise, arrangement, merger, demerger, and amalgamation between companies and their shareholders and creditors.

Under the statutory scheme:

• The companies prepare a Scheme of Arrangement;
• Applications are filed before the jurisdictional NCLT;
• Meetings of shareholders and creditors are convened or dispensed with;
• Notices are issued to statutory authorities including the Registrar of Companies, Regional Director, Official Liquidator, and Income Tax Department;
• Upon approval by requisite majority and satisfaction of statutory compliances, the NCLT sanctions the scheme.

The National Company Law Tribunal , Kochi Bench order extensively dealt with the convening and dispensation of meetings of shareholders, secured creditors, and unsecured creditors of the respective companies involved in the scheme.

Scale of the Present Amalgamation

The present scheme involved:

• 51 Transferor Companies; and
• 1 Transferee Company, namely Malabar Gold and Diamonds Limited.

Thus, a total of 52 companies formed part of the composite amalgamation proceedings before the NCLT.

Considering the sheer number of entities involved under a single scheme, this amalgamation stands out as one of the largest consolidation exercises in India in terms of number of companies merged together.

Companies Involved in the Scheme

The transferor companies included:

1. Aesthetic Gold Ornaments Private Limited
2. Al-Ahali Business Trade Links Private Limited
3. Blaze Gold Jewels Private Limited
4. Blossom Gold Collections Private Limited
5. Ecomate Packaging Private Limited
6. Emerald Gold Souk (India) Private Limited
7. Eminent Jewel Arcade Private Limited
8. Fort-In Infragold Collections Private Limited
9. Gehana Gold Palace Private Limited
10. Glisten Gold Collections Private Limited
11. Luster Gold Palace (India) Private Limited
12. Malabar Business Centre Private Limited
13. Malabar Cochin Arcade Private Limited
14. Malabar Collections Private Limited
15. Malabar Creations Private Limited
16. Malabar Crystals and Diamonds Private Limited
17. Malabar Dazzle India Private Limited
18. Malabar Diamond Gallery Private Limited
19. Malabar Equipments and General Traders Private Limited
20. Malabar Gold Jewels (Tirur) Private Limited
21. Malabar Gold Palace Private Limited
22. Malabar Gold Super Market (Kannur) Private Limited
23. Malabar International Gold Designs Private Limited
24. Malabar Jewels and Gems Private Limited
25. Malabar Kodungallur Sona Bazar Private Limited
26. Malabar Mangalore Arcade Private Limited
27. Malabar Ornaments Private Limited
28. Malabar Packaging Private Limited
29. Malabar Precious Jewels (India) Private Limited
30. Malabar Retna Mahal Private Limited
31. Malabar Royal Designs (Hyderabad) Private Limited
32. Malabar Ruby Private Limited
33. MBMG Diamonds Private Limited
34. MG Precious Stone Trading Ventures Private Limited
35. MGD Holdings Private Limited
36. Northern Gold Collections Private Limited
37. Palatial Gold Ornaments Private Limited
38. Patina Gold Ornaments Private Limited
39. Prominent Jewel Arcade Private Limited
40. Prosper Jewel Arcade Private Limited
41. Riches Jewel Arcade Private Limited
42. Sheen Golden Jewels (India) Private Limited
43. Sparkle Gold Retail Ventures Limited
44. Splendour Gold Collections Private Limited
45. Swarna Kamal Jewels (India) Private Limited
46. Thas Displays Private Limited
47. TN Thangamaaligai Private Limited
48. Travancore Gold India Private Limited
49. Unify Retail Ventures Limited
50. Unity Jewel Arcade Private Limited
51. Vajra Creations Private Limited

All the above entities were proposed to be amalgamated with Malabar Gold and Diamonds Limited.

Benefits and Rationale of the Amalgamation

The NCLT order records in detail the commercial rationale and anticipated benefits of the scheme. The Tribunal noted that the amalgamation would bring the entire jewellery business and allied activities under one unified corporate structure.

Some of the key benefits specifically highlighted in the order include:

1. Entire Jewellery Business Under One Roof

The scheme sought to consolidate manufacturing, trading, retail, wholesale, packaging, support, and allied jewellery operations into a single corporate entity.

2. Elimination of Cross Holdings and Inter-Corporate Transactions

The amalgamation would reduce multiple inter-company dealings and simplify group structure and accounting systems.

3. Economies of Scale

Pooling of resources and consolidation of operations would enable better utilisation of infrastructure, manpower, technology, and finance.

4. Improved Access to Capital

The combined entity would be able to access larger funding at competitive rates and improve financial strength.

5. Technology and Digital Transformation

The scheme specifically recognised the importance of technology absorption,
digital process automation,
and operational integration.

6. Reduction in Compliance Costs

Consolidation of multiple entities would significantly reduce:

• legal compliances,
• regulatory filings,
• administrative duplication,
• and governance costs.

7. Enhanced ESG and Governance Standards

The order also notes improvement in environmental, social, and governance (ESG) practices through a unified corporate framework.

8. Human Resource Integration

The scheme envisaged:
uniform HR policies,
skill development,
training opportunities,
equal growth avenues,
and streamlined workforce management.

9. Customer Experience and Enterprise Value

The amalgamation aimed to improve customer experience, strengthen branding, enhance enterprise value and provide better returns to stakeholders.

These objectives and benefits are specifically extracted from the rationale portion of the NCLT order.

Role of Independent Scrutinisers

An important aspect of large amalgamation proceedings is the conduct of meetings of shareholders and creditors under the supervision of independent professionals appointed by the NCLT.

In the present matter, the Hon’ble Tribunal directed appointment of independent practising professionals as scrutinisers for the meetings to ensure transparency, fairness, and compliance with statutory requirements.

Adv. John Vadassery had the privilege of serving as one of the NCLT-appointed Scrutinisers in connection with the meetings conducted pursuant to the Scheme.

Significance from an IPO Perspective

Large-scale corporate restructuring exercises are frequently undertaken before proposed public listings. Consolidation of group entities into a single flagship company helps in:

• simplifying corporate structure;
• improving financial transparency;
• reducing related party transactions;
• streamlining governance;
• enhancing valuation efficiency;
• and improving investor perception.

Against this backdrop, the present amalgamation assumes strategic significance in light of the proposed future IPO plans of the Malabar Gold Group.

Conclusion

The amalgamation involving 51 transferor companies into Malabar Gold and Diamonds Limited represents a landmark corporate restructuring exercise before the NCLT, Kochi Bench. The scale of the transaction, the number of entities involved, and the commercial rationale underlying the scheme make it one of the most notable amalgamation proceedings in recent Indian corporate history.

The scheme demonstrates how mergers and amalgamations under the Companies Act, 2013 can be effectively utilised for operational integration, governance enhancement, cost optimisation, and long-term strategic growth.