NCLT Mumbai Clears First Motion For Demerger Of Guardian's GNC Business To Bella Vita Owner Idam Natural Wellness

The National Company Law Tribunal (NCLT) at Mumbai has allowed a first-motion application for a composite scheme involving Idam Natural Wellness Private Limited, the owner of the Bella Vita brand, and Guardian group entities Guardian Nutrition & Healthcare Private Limited and Guardian Healthcare Services Private Limited.

A bench of Judicial Member K.R. Saji Kumar and Technical Member Anil Raj Chellan passed the order, issuing directions for stakeholder meetings and notices to regulators in relation to the proposed scheme.

Under the proposed scheme, Guardian Nutrition & Healthcare will reduce its share capital by cancelling shares held by shareholders other than Idam Natural Wellness. Following this, Guardian Nutrition & Healthcare will become a wholly owned subsidiary of Idam Natural Wellness. Guardian Healthcare Services will become Idam's step-down wholly owned subsidiary.

The scheme also provides for the demerger of the Nutrition Products Division of Guardian Healthcare Services into Idam Natural Wellness. The tribunal noted that Guardian Healthcare Services currently operates two distinct businesses, the Nutrition Products Division, which includes health, wellness, personal care, and nutrition supplements sold under the GNC brand, and the Pharmacy Retail Division.

According to the applicant companies, the restructuring is aimed at separating the nutrition products business from the pharmacy retail business. The companies said this would enable independent business strategies, operational synergies, efficient utilisation of infrastructure and resources, enhanced market penetration, and expansion opportunities.

The boards of all three companies approved the scheme on January 30, 2026. The appointed date for the capital reduction is December 31, 2025, while the appointed date for the demerger is January 1, 2026.

The tribunal directed Guardian Nutrition & Healthcare to convene a meeting of its equity shareholders on or before 60 days from the uploading of the order on the NCLT portal. This was because consent affidavits had been received from shareholders representing 97.63% in value, rather than all shareholders.

Meetings of equity shareholders of Guardian Healthcare Services and Idam Natural Wellness were dispensed with after all shareholders gave consent affidavits.

On the creditors' side, the tribunal noted that Guardian Nutrition & Healthcare has no secured creditors. Its unsecured creditors' meeting was dispensed with after full consent was obtained.

Meetings of secured creditors of Guardian Healthcare Services and Idam Natural Wellness were also dispensed with. In Guardian Healthcare Services' case, secured creditors representing 95.05% in value had consented, while all secured creditors of Idam Natural Wellness had consented. The tribunal directed Guardian Healthcare Services to issue notice to the remaining secured creditor, allowing it to file representations within 30 days.

However, Guardian Healthcare Services and Idam Natural Wellness were directed to convene meetings of their unsecured creditors on or before 60 days from the uploading of the order through video conferencing or other audio-visual means.

The tribunal also directed the applicant companies to serve notices, along with a copy of the scheme, on the Regional Director (Western Region), Registrar of Companies, jurisdictional income tax authorities, the Principal Chief Commissioner of Income Tax, Mumbai, GST authorities, and other relevant sectoral regulators.

The notices will state that if no response is received by the tribunal within 30 days of receipt, it will be presumed that the authorities have no objection to the proposed scheme.

The tribunal recorded that no investigation proceedings under the Companies Act, winding-up petitions, or insolvency proceedings were pending against the applicant companies.