Pranav B Prem

The National Company Law Tribunal (NCLT), Chandigarh Bench has cleared a composite scheme of arrangement involving seven Haldiram group entities, paving the way for consolidation of their manufacturing, retail, bakery and food-processing operations under a single corporate umbrella. The second-motion petition was moved jointly under Sections 230–232 of the Companies Act, 2013, seeking approval for demerger and amalgamation within the group.

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The Bench comprising Khetrabasi Biswal (Judicial Member) and Shishir Agarwal (Technical Member) recorded that the companies had placed on record their Memorandum and Articles of Association, audited financial statements, affidavits of service, and creditor approvals in support of the scheme. It noted that all statutory requirements had been complied with, including publication of notices and service on regulatory authorities such as the Regional Director, Registrar of Companies, Official Liquidator, Income Tax Department and the Food Safety and Standards Authority of India (FSSAI).

Under the approved scheme, the undertakings of Haldiram Manufacturing Company Pvt Ltd and Haldiram Ethnic Foods Pvt Ltd will be demerged, while Haldi Ram Products Pvt Ltd, HR Bakers Pvt Ltd, Haldiram Retail Pvt Ltd and Dreamcann Foods Pvt Ltd will be amalgamated into Haldiram Marketing Pvt Ltd. The appointed date of the scheme is 1 April 2024, and upon its effectiveness, all assets, liabilities, statutory proceedings and employees of the demerged and transferor companies will automatically vest in Haldiram Marketing without interruption of service conditions. This restructuring was aimed at creating a unified management platform to improve operational efficiency and reduce administrative overheads.

During the first-motion stage on 3 January 2025, the Tribunal dispensed with meetings of equity shareholders and secured creditors, but directed certain entities to convene meetings of unsecured creditors. These meetings were held on 28 March 2025, with reports filed on 4 April 2025 confirming approval of the scheme by the requisite majority. At the second-motion hearing on 2 May 2025, the Tribunal instructed the companies to serve notices and publish advertisements regarding the hearing, which were duly complied with.

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The Regional Director, in the report dated 26 June 2025, flagged issues relating to pending litigation, share-capital reconciliation and compliance with accounting standards. The Official Liquidator echoed similar concerns in a report filed on 27 May 2025, while the Income Tax Department, in its report filed on 4 July 2025, stated that it had no objection to the scheme. The companies filed responses on 10 and 13 October 2025, confirming that all liabilities—statutory, tax-related and litigation-linked—would be honoured and that the accounting treatment under the scheme complied with Section 133 of the Companies Act. In a further affidavit dated 3 November 2025, the companies informed the Tribunal that the FSSAI had confirmed it had no role and no objection to the scheme.

After reviewing the material and submissions, the Tribunal observed that the shareholders and creditors had approved the arrangement and no sustainable objections had been raised by the Official Liquidator, Regional Director, RoC, Income Tax Department or any other interested party. It stated: “Given the foregoing facts and discussion and upon considering the approval accorded by the Members and Creditors of all the Petitioner Companies to the proposed Scheme and no sustainable objections having been raised by the Office of the Official Liquidator, Regional Director, Registrar of Companies, Income Tax Department, or any other interested party, there does not appear to be any impediment in granting sanction to the proposed Scheme.”

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Sanctioning the scheme of arrangement, the NCLT directed Haldiram Marketing Pvt Ltd to file a certified copy of the order and the scheme with the Registrar of Companies within 30 days, both physically and electronically. Upon such filing, the transferor companies will stand dissolved without winding-up, and all assets, liabilities, contracts, licences and employees of the demerged and transferor companies will automatically stand transferred to Haldiram Marketing.

Appearance

For Petitioner Companies: Lokesh Dhyani, G.S. Sarin, Advocates

For OL: Advocate Edward Augustine George

For the RD/RoC: ARoC Krishan Paul Dutt

For Income Tax Department: Senior Standing Counsel Varun Issar

Cause Title: Haldiram Manufacturing Company Private Limited

Case No: CP(CAA) No. 12/Chd/Hry/2025

Coram: Khetrabasi Biswal (Judicial Member), Shishir Agarwal (Technical Member)