NCLT Kolkata Sanctions Merger Of Group Companies Sresta Natural Bioproducts, Wimco Into ITC

The National Company Law Tribunal (NCLT) at Kolkata has sanctioned a scheme of amalgamation under which Sresta Natural Bioproducts Pvt Ltd, which operates in organic packaged foods, and Wimco Ltd, an inactive group company, are being merged into their parent ITC Limited

A coram of Judicial Member Labh Singh Technical Member Rekha Kantilal Shah passed the order.

The scheme was approved by the respective boards of the companies on August 1, 2025. ITC, the transferee company, had earlier acquired 100% shareholding in Sresta Natural Bioproducts on June 13, 2025, to strengthen its presence in the organic packaged foods segment. Wimco which has limited ongoing operations, was also proposed to be merged for operational efficiency.

The tribunal observed that the amalgamation would enable integration of businesses, operational synergies, and efficient utilisation of resources, ultimately enhancing stakeholder value.

The petition was filed before the tribunal following necessary approvals and compliance with statutory requirements. On November 14, 2025, the tribunal dispensed with meetings of shareholders and creditors, noting that the transferor companies were wholly owned subsidiaries and that no compromise affecting stakeholders was involved.

The companies also issued notices to statutory authorities on November 20, 2025 and no adverse objections were received.

The Official Liquidator, in a report dated February 4, 2026, confirmed that the affairs of the transferor companies were not conducted in a manner prejudicial to stakeholders or public interest. The Regional Director also raised no substantive objections, which were duly addressed by the petitioners.

Approving the scheme, the tribunal directed that all assets, liabilities, rights, and obligations of the transferor companies shall stand transferred to ITC Ltd. from the appointed dates of April 1, 2025, and June 13, 2025.

For Petitioner: Senior Advocate S.N. Mukherjee, D.N. Sharma with Advocates Aniket Agarwal, Bhargav Chakraborty

For Regional Director (Eastern Region) : Deputy Director Vivek