Haldiram's Corporate Restructuring Plan Receives Green Light from NCLT

National Company Law Tribunal Approves Amalgamation, Demerger, and Asset Transfer Among Haldiram's Group Companies

The National Company Law Tribunal (NCLT), Chandigarh Bench, has sanctioned the comprehensive Scheme of Arrangement involving Haldiram Manufacturing Company Private Limited and its associated entities. The approval, which was pronounced on December 3, 2025, facilitates the amalgamation, demerger, and transfer of assets and liabilities within the group, aiming to streamline operations and enhance efficiency across the companies involved.

The decision was rendered by the tribunal bench comprising Mr. Khetrabassi Biswal, Member (Judicial), and Mr. Shishir Agarwal, Member (Technical). The judgment underscores compliance with statutory requirements and ensures the protection of all stakeholders' interests.

The scheme, formulated under Sections 230 to 232 of the Companies Act, 2013, involves several entities within the Haldiram group. These include Haldiram Manufacturing Company Private Limited, Haldiram Ethnic Foods Private Limited, Haldiram Marketing Private Limited, Haldi Ram Products Private Limited, HR Bakers Private Limited, Haldiram Retail Private Limited, and Dreamcann Foods Private Limited. The restructuring plan encompasses the demerger of certain undertakings and the transfer of liabilities and assets to Haldiram Marketing Private Limited, designated as the Transferee Company.

The tribunal noted that all necessary statutory compliances had been fulfilled, with no objections raised by the Income Tax Department, the Regional Director, the Registrar of Companies, or other statutory authorities. The scheme is designed to be binding on all involved entities, shareholders, and creditors, ensuring that the rights of statutory authorities for recovery remain unaffected.

As part of the restructuring, the employment terms of existing employees will continue uninterrupted, with all terms and conditions transferred to the Transferee Company. Additionally, all pending statutory dues will be addressed as per final orders, and the scheme will not impede statutory authorities from recovering dues.

The appointed date for the arrangement is April 1, 2024, and the transferor companies will stand dissolved without the process of winding up upon the scheme becoming effective. The judgment also clarifies that no exemptions from taxes, stamp duty, or statutory dues are conferred by the order.

This landmark decision is set to bolster the operational framework within the Haldiram group, aligning with their strategic business objectives while adhering to regulatory mandates.

Bottom Line:

Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013 - Approval of amalgamation, demerger, and transfer of assets and liabilities among Petitioner Companies, including provisions for statutory compliance, protection of stakeholders' interests, and conditions imposed by regulatory authorities.

Statutory provision(s): Sections 230 to 232 of the Companies Act, 2013

Haldiram Manufacturing Company Private Limited, (NCLT)(Chandigarh Bench) : Law Finder Doc Id # 2817620