NCLT Mumbai Approves Merger Of Snack Brand ‘Dinshaws’ With Its Dairy Business
Pranav B Prem
The National Company Law Tribunal (NCLT), Mumbai Bench, has approved the merger of Dinshaws Snacks & Foods Private Limited with Dinshaw’s Dairy Foods Private Limited, thereby consolidating the well-known snack and dairy brands under a single corporate entity. A Bench comprising Judicial Member K. R. Saji Kumar and Technical Member Anil Raj Chellan, in an order pronounced on November 3, 2025, held that the scheme of amalgamation is fair, reasonable, and compliant with law under Sections 230 to 232 of the Companies Act, 2013.
Background
The two Dinshaw entities — Dinshaws Snacks & Foods Pvt. Ltd. (Transferor Company) and Dinshaw’s Dairy Foods Pvt. Ltd. (Transferee Company) — jointly filed a petition before the NCLT seeking approval for their proposed amalgamation. Both companies are registered in Maharashtra, placing the matter within the jurisdiction of the Mumbai Bench. According to the order, the Board of Directors of both companies approved the scheme on October 1, 2024, and the petition was filed thereafter in compliance with the directions issued by the Tribunal in C.A. (CAA)/33/MB-IV/2025. The Transferor Company is engaged in the business of manufacturing, processing, marketing, and distribution of food and snack products, while the Transferee Company is involved in dairy production, including milk, cream, cheese spread, butter, and other milk-based products.
Purpose and Rationale of the Merger
The companies submitted that the merger aims to consolidate operations, enhance synergies, and create a stronger financial base. According to the order, “The amalgamation will enable the Transferee Company to consolidate the businesses and lead to synergies in operation and create a stronger financial base.”
The Tribunal noted that the amalgamation is expected to leverage shared assets and resources, reduce costs, and improve operational efficiency. It also observed that the merger would be treated as a “Pooling of Interest” under Accounting Standard 14, benefiting shareholders through a unified operating structure. The NCLT recorded that there were no objections from shareholders, creditors, or regulatory bodies to the proposed scheme. The Regional Director (Western Region), in his report dated August 29, 2025, had made certain observations, all of which were addressed by the applicant companies through an affidavit filed on September 2, 2025.
Observations of Regulatory Authorities
The Registrar of Companies, Mumbai, reported that the Transferor Company had a negative net worth as of March 31, 2024, but continued to operate on a going-concern basis. The companies clarified that post-amalgamation, the combined entity’s net worth would stand at ₹24,506.30 lakhs, supported by adequate financial strength. The Regional Director further noted procedural aspects relating to share capital fees under Section 232(3)(i), compliance with Accounting Standards, and confirmation that the scheme submitted with the application and petition were identical. The companies undertook to comply with all these requirements and confirmed that the appointed date of the scheme is April 1, 2024.
It was also submitted that the approval of the scheme shall not preclude any regulatory or tax authorities from initiating lawful proceedings in the future. The Tribunal quoted: “The approval of this Scheme shall not affect or deter any regulatory authorities to initiate action, proceedings, prosecution, investigation or any regulatory action against the Applicant Companies and such proceedings shall continue in its own name.”
Tribunal’s Findings and Decision
The Bench observed that the Regional Director, Registrar of Companies, and Official Liquidator had all provided no adverse comments regarding the companies’ affairs. The Official Liquidator’s report dated May 16, 2025, confirmed that the Transferor Company’s affairs were not conducted in a manner prejudicial to public interest or creditors. After examining all reports and responses, the Tribunal concluded that: “From the material on record, the Scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy.”
Accordingly, the NCLT sanctioned the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013, and directed that Dinshaws Snacks & Foods Private Limited shall stand dissolved without winding up.
Directions
The Tribunal issued the following directions:
The applicant companies shall file a certified copy of the order and scheme with the Registrar of Companies within 30 days of receiving the certified copy.
The companies shall also submit the order to the Superintendent of Stamps for stamp duty adjudication within 60 working days.
The Income Tax Department is at liberty to examine and act upon any tax implications arising from the merger.
All regulatory authorities are permitted to take any lawful actions against the applicant companies, if necessary.
The NCLT’s approval of the Dinshaws merger marks a strategic consolidation of the company’s snack and dairy segments, expected to streamline operations, optimize costs, and enhance long-term growth. With the appointed date fixed as April 1, 2024, the merger takes effect prospectively, creating a unified structure under Dinshaw’s Dairy Foods Private Limited.
Appearance
For Applicants: Advocate Ahmed M Chunawala
Cause Title: Dinshaws Snacks & Foods Private Limited and Dinshaw's Dairy Foods Private Limited
Case No: C.P. (CAA)/141/MB/2025
Coram: Judicial Member K. R. Saji Kumar, Technical Member Anil Raj Chellan
