NCLT Mumbai Sanctions Sarda Dairy Demerger Scheme With Chhatisgarh Investments

The Mumbai Bench of the National Company Law Tribunal (NCLT) has sanctioned a composite scheme of arrangement involving the demerger of the dairy manufacturing business of Sarda Dairy & Food Products Ltd into Chhatisgarh Investments Ltd.

The Tribunal also approved the reorganisation of reserves and reduction of the equity share capital of the demerged company holding that the scheme was fair, reasonable and not contrary to law or public policy.

A Bench of Technical Member Anil Raj Chellan and Judicial Member K.R. Saji Kumar passed the order after noting that no objections had been received from any authority, creditor, shareholder or other stakeholder and that all statutory requirements had been duly complied with.

The first motion application was allowed by the Tribunal on February 12, 2026, dispensing with meetings of the equity shareholders, secured creditors and unsecured creditors. The present second motion petition was filed seeking sanction of the scheme under Sections 230 to 232 and 66 of the Companies Act, 2013.

The scheme provides for the reorganisation of reserves and reduction of the equity share capital of Sarda Dairy & Food Products followed by the demerger of its demerged undertaking into Chhatisgarh Investments Ltd. The Tribunal noted that the arrangement was intended to improve financial efficiency, rationalise the capital structure and facilitate better management and investment opportunities.

The Regional Director, Ministry of Corporate Affairs had raised certain observations regarding regulatory compliance, accounting standards, tax provisions and other statutory requirements. The petitioner furnished undertakings addressing these concerns, which the Tribunal accepted.

Holding that the scheme was fair, reasonable and in compliance with the Companies Act, the Tribunal sanctioned the Composite Scheme with March 31, 2025 as the appointed date.

It directed the companies to file the order with the Registrar of Companies within 30 days while clarifying that the Income Tax Department would remain at liberty to examine any tax implications arising from the scheme.

For the Applicants : PCA Harsh Ruparelia i/b A R C H and Associates, PCA.

For the Regional Director : Mr. Gaurav Jaiswal, Company Prosecutor, Representative of the Regional Director-WR, MCA.