On 23 September, the National Company Law Tribunal (NCLT), Mumbai sanctioned a Composite Scheme of Arrangement involving the demerger of specified undertakings and amalgamation of Parle Products Private Limited with Parle Biscuits Private Limited, finding the scheme fair and reasonable and not contrary to law or public policy.

A Bench comprising Technical Member Prabhat Kumar and Judicial Member Sushil Mahadeorao Kochey approved the second motion petition involving Parle Products, Parle Brands Private Limited and Parle Biscuits. It observed that “the scheme is fair and reasonable and not contrary to law or public policy.”

The scheme provides for the demerger of specified undertakings of Parle Products and Parle Biscuits into Parle Brands, along with the amalgamation of Parle Products with Parle Biscuits.

In its first motion order dated 19 June 2026, the Tribunal had dispensed with meetings of the unsecured creditors of Parle Products and Parle Biscuits. It had directed notices to unsecured creditors having individual outstanding balances exceeding Rs. 50 lakh and required the scheme to be made available to them electronically.

Under the scheme, shareholders of Parle Products will receive 15 equity shares of Parle Brands for every one Rs. 100 equity share held by them. For the amalgamation of Parle Products with Parle Biscuits, they will receive 6,000 Rs. 1 equity shares and 200 Rs. 1,000 Optionally Convertible Redeemable Preference Shares (OCRPS) for every one Rs. 100 equity share.

For the demerger of Parle Biscuits, the consideration comprises one Rs. 10 equity share of Parle Brands for every one Rs. 100 equity share and one such share for every Rs. 1,000 OCRPS.

Accordingly, the NCLT made the petition absolute and directed that Parle Products be dissolved without winding up. It further directed the companies to file the certified copy of the order and the Scheme with the Registrar of Companies in e-Form INC-28 within 30 days. It also directed the companies to lodge the order and Scheme with the Superintendent of Stamps within 60 working days for adjudication of stamp duty, if any.

For the Petitioner Companies: Mr. Gaurav Joshi a/w Mr. Mehul Shah, Mr. Peshwan Jehangir, Mr. Rushabh Gala, Ms. Ishrita Bagchi, Ms. Rukhsheen Sanjana, and Ms. Jwaalaa Suresh i/b Khaitan & Co, Advocates for the Petitioner Companies

For the Regional Director : Mr. Gaurav Jaiswal

For the Income Tax Department : Mr. Jasbir Saluja

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Case Title :  PARLE PRODUCTS PRIVATE LIMITEDCase Number :  C.P. (C.A.A)/98(MB)2026 IN C.A.(C.A.A)/105(MB)2026CITATION :  2026 LLBiz NCLT (MUM) 936
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