NCLT Kolkata Approves Composite Scheme of Arrangement for Dollar Industries and Allied Entities, Orders Virtual Meetings

Dollar Industries Streamlines Operations: NCLT Clears Composite Scheme of Arrangement

In a significant move for the textiles and investment sector in Eastern India, the National Company Law Tribunal (NCLT) Kolkata Special Bench has paved the way for the implementation of a “Composite Scheme of Arrangement.” The order, pronounced by Shri Cheekati Radha Krishna (Member, Judicial) and Smt. Rekha Kantilal Shah (Member, Technical), facilitates the consolidation involving listed entity Dollar Industries Limited and nine related private entities.

Consolidation Under the Microscope

The scheme involves nine companies—Dindayal Texpro Private Limited, ADDS Projects Private Limited, Amicable Properties Private Limited, Bhawani Yarns Private Limited, Dollar Brands Private Limited, Goldman Trading Pvt. Ltd., KPS Distributors Private Limited, PHPL Properties Private Limited, and Zest Merchants Private Limited—joining forces with the Resulting/Transferee Company, Dollar Industries Limited.

The rationale behind the restructuring is to consolidate business functions and property management to drive operational efficiency. The valuation, overseen by Mahek Vikamsey of KPMG Valuation Services, provided the basis for the swap ratio, ensuring equity for all stakeholders involved.

Streamlined Approvals and Virtual Meetings

A highlight of the NCLT’s order is its pragmatic approach toward the administrative burden of convening shareholder and creditor meetings. Finding that 100% of the shareholders of the applicant entities had provided written consent, the Tribunal dispensed with the need for meetings for Applicant Companies 1 through 9.

However, the Tribunal adopted a different course for the Transferee Company, Dollar Industries Limited, recognizing its status as a listed entity on the BSE and the NSE. The court ordered virtual-only meetings for: * Equity Shareholders * Unsecured Creditors

These meetings must be conducted within 90 days of the order. The Tribunal appointed CA Jiyan Shah as Chairperson and Ashwini Ramakant Gupta as the Scrutinizer to oversee the process, ensuring transparency in e-voting and digital attendance.

Key Observations from the Tribunal

The order emphasizes the balance between statutory compliance and operational flexibility. Addressing the procedures for notification, the Bench noted:

• "The meetings of the Equity Shareholders and Preference Shareholders of Applicant Company 1 for the purpose of considering the Scheme are hereby dispensed with in view of the written consents obtained from 100% of the shareholders."
• "The Applicant Company 10 shall engage any of the agencies which are approved by the Ministry of Corporate Affairs... for providing the platform for both remote e-voting and e-voting."
• "The quorum for the said meeting(s) of Applicant Company 10... shall be determined in accordance with Section 103 of the Companies Act, 2013."

Implications for the Future

The Tribunal’s decision to allow virtual participation and move forward without physical meetings for entities where consensus is absolute reflects the ongoing evolution of the NCLT in embracing digital compliance. For Dollar Industries, the successful culmination of this restructuring signals a shift towards a more unified corporate structure. By effectively managing notice periods and ensuring the involvement of statutory authorities—including the Regional Director and the Income Tax Department—the Tribunal has set a clear procedural roadmap for the company and its investors to navigate the weeks ahead.

The case, C.A.(CAA) No. 52/KB/2026 , remains a template for future conglomerates looking to reorganize via the Companies Act, 2013.