NCLT dispensed with shareholder meetings for Parle Group restructuring scheme

By RATHI Company Law Judiciary June 26, 2026

TaxGuru Citation: 2026 taxguru.in 7457
Case Name: Parle Products Private Limited Vs Parle Brands Private Limited (NCLT Mumbai)
Appeal Number: Only available for paid members
Date of Judgement/Order: Only available for paid members
Courts: NCLT

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Parle Products Private Limited Vs Parle Brands Private Limited (NCLT Mumbai)

Conclusion: Where a composite scheme of arrangement satisfies the procedural requirements of sections 230 to 232 of the Companies Act, 2013 and the requisite stakeholder consents are available, the Tribunal may dispense with meetings of the concerned classes, direct compliance with statutory notice requirements and permit the scheme to proceed to the second motion stage for final sanction.

Held: Applicant companies filed a joint application under sections 230 to 232 of the Companies Act, 2013 seeking directions in relation to a composite scheme of arrangement involving (i) demerger of the processed food and captive wind power undertaking of the first applicant company into a newly incorporated resulting company; (ii) amalgamation of the first applicant company with the third applicant company; and (iii) demerger of the processed food and ancillary business of the third applicant company into the resulting company. The scheme was approved by the respective Boards of Directors and envisaged restructuring of the group by segregating processed food businesses from real estate and brand businesses to achieve focused management, operational efficiencies and enhanced shareholder value. The applicants sought dispensation of meetings of various classes of shareholders and creditors on the ground that requisite consents had been obtained or no such creditors existed. Applicant companies contended that the proposed restructuring was in the interest of shareholders, creditors and all stakeholders, would result in consolidation of allied businesses, efficient utilisation of managerial and financial resources, elimination of duplication in regulatory compliances and unlocking of shareholder value. It was submitted that, since the requisite consents had been obtained from the concerned classes of shareholders and creditors, or no creditors existed in certain categories, convening of their meetings was unnecessary. The applicants further undertook to comply with all statutory requirements regarding issuance of notices to regulatory authorities and publication of advertisements. Tribunal observed that the scheme had been duly approved by the Boards of Directors of all applicant companies and that the applications for dispensation of meetings were supported by the requisite consents and disclosures. It held that where statutory requirements regarding stakeholder approvals are satisfied, meetings of shareholders or creditors may be dispensed with in appropriate cases. Tribunal accordingly dispensed with the meetings of the classes for which valid consents had been obtained or where no creditors existed, while directing convening of meetings wherever necessary. It further directed issuance of notices to the Regional Director, Registrar of Companies, Official Liquidator, Income-tax Authorities, SEBI, stock exchanges, RBI and other statutory authorities under section 230(5), publication of advertisements, filing of affidavits of service and compliance, and submission of the second motion petition after completion of the prescribed procedure.

FULL TEXT OF THE NCLT JUDGMENT/ORDER