Asics India-Onitsuka Tiger Demerger: NCLT Chandigarh Allows First Motion Application

The Chandigarh bench of the National Company Law Tribunal (NCLT) has allowed the first motion application filed by Asics India Private Limited and OT India Private Limited for the proposed demerger of Asics India's Onitsuka Tiger business.

The tribunal, comprising Judicial Member Khetrabasi Biswal and Technical Member Kaushalendra Kumar Singh, also dispensed with the requirement of convening meetings of the companies' equity shareholders and creditors.

Asics and Onitsuka Tiger are two separate businesses of the Asics Group. Asics India operates both businesses in India, with the Onitsuka Tiger business having a distinct identity based on Japanese craftsmanship and premium materials, according to the scheme placed before the tribunal.

Under the proposed scheme, the Onitsuka Tiger business will be transferred from Asics India to OT India, which was incorporated in May 2026 and is wholly owned by Onitsuka Tiger Asia Pacific Pte. Ltd. The Singapore company will issue shares to Asics India's shareholders as consideration for the demerger.

The appointed date for the scheme is January 1, 2027, subject to any other date approved by the boards of the three companies.

The scheme is part of the Asics Group's global reorganisation to create separate businesses for Asics and Onitsuka Tiger. The companies told the tribunal that the separation would allow the two businesses to have independent management and pursue separate growth strategies.

Under the share-swap arrangement, 12,718 equity shares of Onitsuka Tiger Asia Pacific, with a face value of S$1 each, will be issued for every 1,000 equity shares of Asics India with a face value of ₹1,000 each.

Asics India had 66 unsecured creditors with dues of about ₹100 crore after two creditors were paid in full. Fourteen creditors, representing 91.23% of the dues in value, consented to the scheme. All two equity shareholders of Asics India and all two equity shareholders of OT India also gave their consent. OT India had no secured or unsecured creditors, while neither company had any secured creditors.

The tribunal observed that consent affidavits had been filed by all equity shareholders and by unsecured creditors of Asics India representing 91.23% in value. It therefore dispensed with the meetings of equity shareholders and the relevant classes of creditors.

The first motion application was allowed, with liberty to the companies to file the second motion plea.