NCLT Mumbai Allows First Motion For Demerger Of Thomas Cook India's Resort Business Into Sterling Holiday Resorts

The National Company Law Tribunal (NCLT) at Mumbai has allowed the first motion application filed by Thomas Cook (India) Limited for a composite scheme of arrangement involving the demerger of its resort business into Sterling Holiday Resorts Limited, along with the amalgamation of three wholly owned subsidiaries into Thomas Cook India.

A Bench of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar passed the order on November 4, 2026, permitting the companies to proceed with the proposed restructuring, which also provides for consolidation and reduction of Thomas Cook India's share capital.

Under the scheme, Sterling Holiday Resorts will issue 81 equity shares for every 100 equity shares held in Thomas Cook India, in consideration of the transfer of the resort business. The scheme also proposes the amalgamation of TC Visa Services (India) Limited, Jardin Travel Solutions Limited and Borderless Travel Services Limited into Thomas Cook India.

The three companies are wholly owned subsidiaries and presently have no active business operations. The appointed date is proposed to be the same as the effective date or another mutually agreed date.

The companies boards approved the scheme on March 20, 2026. Thomas Cook India has a paid up share capital of approximately ₹47.03 crore while Sterling Holiday Resorts has a paid-up share capital of ₹29.05 crore. The proposed restructuring is intended to separate the resort business, enable Sterling to pursue independent growth and streamline the group's corporate structure.

The Tribunal dispensed with meetings of shareholders of Sterling and the three transferor companies as well as meetings of secured creditors. It also dispensed with meetings of their unsecured creditors, subject to notices to creditors with dues of ₹10 lakh or more.

The NCLT directed Thomas Cook India to convene meetings of its equity shareholders and unsecured creditors within 60 days to consider the scheme. It also directed the companies to issue notices to the concerned regulatory authorities, including the Regional Director, Registrar of Companies, Income Tax Department, GST authorities and the Securities and Exchange Board of India.

For the Applicant Companies: CA Harsh Ruparelia i/b ARCH and Associates, Professional