Thomas Cook (India) Limited receives scheme meeting waivers

Thomas Cook (India) Limited received National Company Law Tribunal meeting waivers under C.A. (CAA) No. 182/MB/2026 after all six secured creditors consented to the composite scheme, representing 100% of Rs 66.9498851 crore in secured liabilities. The order also waived equity-holder meetings for four unlisted subsidiary applicants with consent affidavits on record.

What meetings did the NCLT waive under TCIL's scheme?

The National Company Law Tribunal, Mumbai Bench-I, waived a meeting of TCIL's six secured creditors because their consents represented 100% in value of the company's Rs 66.9498851 crore aggregate secured liabilities. The order identifies TCIL as the first applicant and says all six secured creditors approved the composite scheme.

The tribunal also dispensed with equity-shareholder meetings for the second, third, fourth and fifth applicant companies after they submitted consent affidavits. The filing records 100% consent for each company and equity-shareholder figures of 2,90,50,000, 50,000, 10,00,000 and 5,000, respectively.

Meetings of secured creditors were not needed for those four applicants because each had no secured creditors, according to the order. The filing also says all four are wholly owned subsidiaries of TCIL, while TCIL's equity shares are listed on the National Stock Exchange of India Limited and BSE Limited.

The supplied order does not say that a TCIL equity-shareholder meeting or an unsecured-creditor meeting was waived, held or completed. As of 30 June 2026, unsecured creditors of all five applicants were predominantly trade payables proposed to be paid in the ordinary course of their respective working-capital cycles, and the scheme does not contemplate a compromise with them.

How will TCIL transfer its resort business to SHRL?

TCIL will demerge its resort business to Sterling Holiday Resorts Limited, or SHRL, on a going-concern basis under Part II of the composite scheme. The transferred undertaking includes resort-related assets, permits, receivables, advances, contracts, employees, insurance policies, records and liabilities.

The scheme sets a process for deciding whether a disputed asset or liability belongs to the demerged undertaking. The boards of TCIL and SHRL, or committees appointed by their boards, are to resolve such questions by mutual agreement.

The filing describes TCIL's resort offerings as spanning adventure holidays, educational trips and corporate getaways. Examples include trekking, kayaking, rafting and zip lining; student and corporate programmes involving survival skills and self-defence; and team-building, wellness and leadership-development activities.

TCIL management said SHRL's hospitality experience and different customer demographic support placing the resort business within SHRL. SHRL management said it has matured to pursue its own growth path as a separate listed entity, while TCIL management said the restructuring is intended to segregate business verticals and focus on core businesses.

What will TCIL shareholders receive in the demerger?

Eligible TCIL shareholders are to receive 81 fully paid SHRL equity shares for every 100 fully paid TCIL equity shares, once the scheme becomes effective. The TCIL shares used for this entitlement have a face value of Rs 1 each, while the proposed SHRL shares have a face value of Rs 10 each.

The 81-for-100 entitlement is the stated consideration for the transfer and vesting of the resort undertaking from TCIL to SHRL. The scheme says SHRL will issue and allot those shares without a further application, act or deed after the scheme takes effect.

The filing presents a separate SHRL listing as part of management's plan, rather than as a completed event. It gives no listing date, exchange-admission date, valuation or timetable for when SHRL shares may begin trading.

TCIL had received observations or no-objection letters under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. BSE Limited issued its letter on 31 August 2026, followed by the National Stock Exchange of India Limited on 1 September 2026.

What other capital and subsidiary changes does TCIL's scheme propose?

TCIL's composite scheme combines the resort demerger with a share consolidation, the merger of three subsidiaries and a capital reduction. Part III proposes consolidating every four TCIL equity shares with a face value of Rs 1 each into one equity share with a face value of Rs 4 each.

Part V would then reduce the face value of TCIL's equity shares from Rs 4 to Rs 3. Management said the consolidation is expected to improve certain financial ratios and that the reduction is intended to right-size TCIL's balance sheet and capital structure, with no payout arising from the reduction.

Part IV covers the amalgamation of TCVSL, JTSL and BTSL into TCIL, followed by their dissolution without winding up. The filing describes all three transferor companies as dormant and non-operative, incurring compliance and administrative costs that their absorption is intended to reduce.

No new TCIL shares are proposed for the three subsidiary amalgamations because TCIL and its nominees hold all shares in the transferor companies. Their shares and TCIL's related investment in the transferor companies will be cancelled when the scheme becomes effective.

What approvals and matters remain before the scheme takes effect?

The order records procedural waivers and the two stock-exchange letters, but the supplied pages do not provide a final effective date for the composite scheme. The demerger share allotment, the proposed SHRL listing, the four-for-one TCIL consolidation and the Rs 4-to-Rs 3 face-value reduction are all stated to follow the scheme's effectiveness.

The applicants submitted audited financial statements for the year ended 31 March 2026, board resolutions approving the scheme dated 20 March 2026, and certificates concerning accounting standards, creditors and equity shareholders. They also stated that no inquiry, inspection or investigation was pending under the Companies Act, 2013, and that no winding-up or Insolvency and Bankruptcy Code petition was pending or admitted against them.

The applicants said they had not accepted public deposits and were not in arrears on any public-deposit repayments. They also said the scheme was not a corporate debt restructuring, and the order records their position that unsecured-creditor rights would not be affected because no compromise or arrangement with unsecured creditors was proposed.

Conclusion

The NCLT order removes meeting requirements where unanimous creditor consent, shareholder consent affidavits or the absence of secured creditors made meetings unnecessary. For TCIL, the central recorded waiver relates to six secured creditors holding Rs 66.9498851 crore of liabilities, alongside waived equity-holder meetings for four unlisted applicants.

The next disclosed matters to watch are whether the scheme becomes effective, triggering the 81 SHRL shares for every 100 TCIL shares entitlement, the proposed four-for-one TCIL share consolidation and the Rs 4-to-Rs 3 face-value reduction. Management also plans a separate SHRL listing, but the supplied filing gives no date for that event.