NCLT Ahmedabad Sanctions Cello World, Wim Plast, Cello Consumer Products Merger-Demerger Scheme

The Ahmedabad bench of the National Company Law Tribunal (NCLT) has sanctioned a Composite Scheme of Arrangement involving listed houseware and consumer products maker Cello World Limited, Wim Plast Limited, and Cello Consumer Products Private Limited.

The bench of Judicial Member Chitra Hankare and Technical Member Dr V.G. Venkata Chalapathy passed the order on May 14, 2026.

The joint second motion petition was filed under Sections 230 to 232 of the Companies Act, seeking approval for a composite scheme under which a defined undertaking of Wim Plast Limited would be demerged into Cello Consumer Products, while Wim Plast itself would merge with Cello World.

The scheme envisaged two major components: first, the demerger of the identified undertaking from Wim Plast Limited into Cello Consumer Products Private Limited on a going‑concern basis; second, the amalgamation of Wim Plast Limited with Cello World Limited. In consideration, CWL would issue equity shares to the shareholders of WPL, excluding shares already held by CWL. The appointed date for the scheme was fixed as 1 April 2025.

The petitioners submitted that the arrangement would bring synergy of operations, economies of scale, and consolidation of ownership interests into a single, listed entity. It was argued that unification of customer engagement, distribution, and supply chain management would lead to operational and financial efficiencies.

The scheme was approved by the respective boards of directors in November 2024, supported by a valuation report from KPMG Valuation Services LLP and a fairness opinion from a SEBI‑registered merchant banker. Both BSE and NSE, where WPL and CWL are listed, issued no‑objection letters in July 2025.

The bench noted that the petitioners had complied with the first motion order dated 7 October 2025, including the issuance of notices to statutory authorities, the publication in newspapers, and the convening of stakeholder meetings.

Reports were received from the Regional Director, the Registrar of Companies, the Official Liquidator, and the Income Tax Department.

While ROC Goa and RD highlighted ongoing inquiries into Cello World's IPO disclosures, the NCLT recorded the petitioners' undertaking that such proceedings would continue unaffected by the scheme.

It was also submitted in the report that in compliance with Accounting Standard-14 or IND-AS 103, as may be applicable, the resultant company shall pass on such accounting entries which are necessary in connection with the scheme to comply with other applicable Accounting Standards, the petitioner companies undertook to pass necessary accounting entries.

The Income Tax Department raised no adverse comments, and no objections were received from SEBI or other regulators.

Petitioner companies submitted that there are no proceedings pending against them under the Companies Act. It was further submitted that the Statutory Auditors have certified that the accounting treatment specified in the Scheme conforms with the accounting standards prescribed under Section 133 of the Companies Act.

Noting that no adverse opinions have been produced on record by the petitioner companies, the bench observed that the Scheme of Amalgamation is bona fide and in the interest of shareholders and creditors.

The NCLT emphasised that sanctioning the scheme does not grant exemption from stamp duty, taxes, or regulatory compliance. It clarified that any deficiencies or violations discovered later would not be shielded by this order.

Accordingly, the bench allowed the application and sanctioned the scheme of arrangement. The transferee company was also directed to complete the assessment and payment of dues of the transferor company within one year.

The bench further ordered that all property, rights, and powers of the demerged undertaking from WPL shall vest in CCPL, while the remaining business of WPL shall amalgamate with CWL.

For Petitioners: Advocate Ravi Pahwa