NCLT Mumbai Sanctions Demerger Of Guardian's GNC Business To Bella Vita Owner Idam Natural Wellness
The National Company Law Tribunal (NCLT), Mumbai has sanctioned a composite scheme of arrangement providing for the demerger of Guardian Healthcare Services Private Limited's Nutritional Products Division, including its GNC business, into Idam Natural Wellness Private Limited, owner of the 'Bella Vita' brand.
The scheme also provides for reduction of Guardian Nutrition & Healthcare Private Limited's share capital by cancelling shares held by shareholders other than Idam.
A coram of Judicial Member K.R. Saji Kumar and Technical Member Anil Raj Chellan while approving the Scheme observed, "From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy, considering that no objection has so far been received from any authority, creditors, members, or any other stakeholders.", the Tribunal observed.
The Tribunal noted that no objections had been received from any authority, creditors, members or other stakeholders and that the requisite statutory compliances had been fulfilled.
The first motion of the scheme was allowed on May 13, 2026 following which meetings of the equity shareholders of Guardian Nutrition & Healthcare and unsecured creditors of Guardian Healthcare Services and Idam were held on July 10, 2026, with the requisite majority approving the scheme.
The demerged Nutritional Products Division comprises Guardian Healthcare Services' health, wellness, personal care and nutrition supplements business under the GNC brand, which will be transferred to Idam Natural Wellness. The scheme also provides for cancellation of 11,16,974 shares of Guardian Nutrition & Healthcare held by shareholders other than Idam at ₹59 per share, involving aggregate consideration of ₹6.59 crore.
The Regional Director, Western Region had raised observations concerning accounting entries, appointed dates, statutory approvals, tax compliance, service of notices on authorities.
The Registrar of Companies, Mumbai reported that no inquiry, inspection, investigation or prosecution was pending against the companies, while also flagging matters including a pending trademark registration and the negative net worth of the demerged company.
The Tribunal ultimately found that the companies' undertakings and statutory compliances satisfactorily addressed the observations and sanctioned the scheme.
The Tribunal fixed December 31, 2025 as the appointed date for the capital reduction and January 1, 2026 for the demerger. The companies were directed to file the certified order and scheme with the ROC within 30 days and submit them to the Superintendent of Stamps within 60 days for stamp duty adjudication.
Sanctioning the Scheme, the Tribunal clarified that the scheme's effectiveness would not prevent any regulatory authority from initiating or continuing proceedings, prosecution, investigation or other regulatory action against the companies with such proceedings continuing in their respective names.
For Applicants: Advocates Hemant Sethi a/w Tanaya Sethi i/b Hemant Sethi & Co.
For Regional Director: Gaurav Jaiswal, Company Prosecutor, for Regional Director-WR, MCA.