NCLT Mumbai Dispenses With Shareholder Meetings For Parle Group Restructuring Scheme

The Mumbai bench of the National Company Law Tribunal has dispensed with meetings of the equity shareholders of Parle Products Pvt Ltd, Parle Brands Pvt Ltd and Parle Biscuits Pvt Ltd.

The order relates to a composite scheme involving the demerger of processed food, ancillary, and captive wind power businesses into a newly incorporated company and the amalgamation of Parle Products with Parle Biscuits.

A bench of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar passed the order after noting that all equity shareholders of the three companies had filed consent affidavits approving the scheme.

“In view of the consent affidavits of the equity shareholders of the Applicant Companies placed on record, the requirement of convening the Meeting with respect to the Equity Shareholders of the Applicant Companies is dispensed with,” the tribunal held.

The boards of the three companies approved the scheme on April 29, 2026. The restructuring will be carried out in three stages.

The processed food and captive wind power business of Parle Products will first be demerged into Parle Brands Pvt Ltd, a newly incorporated company. Parle Products will then be amalgamated with Parle Biscuits Pvt Ltd.

Thereafter, the processed food and ancillary business of Parle Biscuits will be demerged into Parle Brands on a going-concern basis.

According to the scheme documents, the restructuring is intended to separate the group's processed food, ancillary and captive wind power operations from its real estate and brand businesses. The companies stated that the exercise would enable focused management and improve operational efficiency.

The tribunal also dispensed with meetings of secured creditors of Parle Products and Parle Biscuits. It noted that consent affidavits had been received from secured creditors representing more than 98% of the value of secured debt in each company.

Meetings of unsecured creditors of Parle Products and Parle Biscuits were also dispensed with. However, the tribunal directed the companies to serve notices of the proposed scheme on unsecured creditors with individual outstanding balances exceeding ₹50 lakh. The proposed scheme must also be made available to them through an electronic link.

The tribunal further directed the companies to issue notices to the Regional Director, Registrar of Companies, Income Tax Department, GST authorities, and the Official Liquidator. Notices must also be sent to any other sectoral or regulatory authority relevant to the companies or their business.