NCLT Chandigarh Approves Haldiram's Plan to Consolidate Its Manufacturing and Retail Units

The National Company Law Tribunal (NCLT) at Chandigarh has recently approved a second-motion petition filed by seven entities of Haldiram's, the popular snack food and confectionery chain, clearing their scheme of arrangement to consolidate multiple demerged units into Haldiram Marketing Private Limited.

A Bench of Judicial Member Khetrabasi Biswal and Technical Member Shishir Agarwal noted that the group had placed on record its Memorandum and Articles of Association, audited financial statements and creditor consent supporting the scheme.

It said, “Subject to the Petitioner Companies complying with the requirement of various laws including the rules, and regulations, permission is hereby granted to the Scheme of Arrangement proposed by the Petitioner Companies under Section 230 to 232 of the Companies Act, 2013.”

Under the scheme, the undertakings of Haldiram Manufacturing Company Pvt Ltd and Haldiram Ethnic Foods Pvt Ltd will be demerged, while Haldi Ram Products Pvt Ltd, HR Bakers Pvt Ltd, Haldiram Retail Pvt Ltd and Dreamcann Foods Pvt Ltd will be amalgamated into Haldiram Marketing Pvt Ltd, with 1 April 2024 as the appointed date. Upon amalgamation, all assets, liabilities and employees of the demerged and transferor companies will vest in Haldiram Marketing.

The companies said merging their manufacturing, retail, bakery and food-processing units into Haldiram Marketing would improve efficiency, create a unified management structure and cut administrative costs.

In the first-motion stage, the tribunal on 3 January 2025 dispensed with meetings of equity shareholders and secured creditors, but directed some entities to hold meetings of unsecured creditors. These were held on 28 March 2025, and reports filed on 4 April 2025 confirmed the scheme was approved by the required majority.

During the second-motion hearing on 2 May 2025, the Tribunal directed the companies to serve notices on authorities including the FSSAI and the Income Tax Department, and to publish the hearing notice in Financial Express and Jag Bani.

The Regional Director's report of June 26, 2025 flagged issues such as pending litigation, share-capital reconciliation and compliance with accounting standards. The Official Liquidator raised similar concerns in a May 2025 report, while the Income Tax Department said on 4 July 2025 that it had no objection.

The companies filed replies on 10 and 13 October 2025, undertaking to meet all liabilities and comply with legal and accounting requirements. An additional affidavit on 3 November 2025 stated that the FSSAI had no objection and no role in the scheme.

“Given the foregoing facts and discussion and upon considering the approval accorded by the Members and Creditors of all the Petitioner Companies to the proposed Scheme and no sustainable objections having been raised by the Office of the Official Liquidator, Regional Director, Registrar of Companies, Income Tax Department, or any other interested party, there does not appear to be any impediment in granting sanction to the proposed Scheme,” the tribunal observed.

Sanctioning the arrangement, the tribunal directed Haldiram Marketing to file a certified copy of the order and the scheme in both physical and electronic form before the Registrar of Companies within 30 days. The Registrar has been asked to dissolve the transferor companies.

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