Thomas Cook must hold virtual scheme votes within 60 days

Thomas Cook (India) Limited must convene virtual meetings of its equity shareholders and 1,233 unsecured creditors within 60 days after the National Company Law Tribunal order is uploaded to its website, with the creditor class reporting Rs 2,108.90 crore of outstanding liabilities as of 30 June 2026. Neither class had filed consent affidavits approving the scheme.

Why must Thomas Cook hold separate scheme meetings?

Thomas Cook must hold separate meetings because it is the first applicant and no consent affidavits from its equity shareholders or unsecured creditors were placed before the National Company Law Tribunal, Mumbai Bench-I. In C.A. (CAA) No. 182/MB/2026, the tribunal therefore declined to dispense with meetings for either class under the proposed scheme.

The tribunal treated the four other applicant companies differently. Equity shareholders of the second, third, fourth and fifth applicants submitted consent affidavits representing 100% consent, allowing the tribunal to dispense with their shareholder meetings. Those four companies are wholly owned subsidiaries of Thomas Cook, while Thomas Cook is a listed public company whose shares trade on the National Stock Exchange of India Limited and BSE Limited.

The scheme includes a demerger under which Sterling Holiday Resorts Limited would issue 81 equity shares of face value Rs 10 each for every 100 Thomas Cook equity shares of face value Rs 1 each held by eligible shareholders. The order also records a proposed merger of dormant and non-operative companies into Thomas Cook, which management said would reduce compliance and administrative costs.

For unsecured creditors, the tribunal stated that the scheme does not contemplate a compromise or arrangement with that class and that the balances are predominantly trade payables intended for discharge in the ordinary course of business. Even so, Thomas Cook did not submit creditor consent affidavits, unlike the position relied on to dispense with certain meetings of the other applicants.

How large is Thomas Cook's creditor voting group?

Thomas Cook must convene 1,233 unsecured creditors with aggregate outstanding liabilities of Rs 2,108.90 crore, based on the creditor status in the application as of 30 June 2026. This is the unsecured-creditor class required to vote alongside the company’s equity shareholders, despite the scheme not proposing a compromise with unsecured creditors.

The second applicant had a larger unsecured-creditor count of 1,502, but a lower disclosed balance of Rs 14.5099123 crore. The third, fourth and fifth applicants had 3, 5 and 3 unsecured creditors respectively, with disclosed liabilities below Rs 1 crore each. The tribunal dispensed with their unsecured-creditor meetings and directed them instead to send scheme notices to unsecured creditors owed Rs 10 lakh or more.

Thomas Cook’s secured-creditor process was separate from the unsecured vote. It had 6 secured creditors with aggregate liabilities of Rs 66.9498851 crore, and creditors representing 100% in value of those secured liabilities consented to the scheme. The tribunal consequently dispensed with a secured-creditor meeting for Thomas Cook, while the second through fifth applicants had no secured creditors.

The order says the value of equity holdings and creditor dues for the meetings will be determined from Thomas Cook’s books and records or, where applicable, depository records. If an entry is disputed, the chairperson will determine the relevant value or number for meeting purposes, and that determination will be final and binding under the order.

When and how will Thomas Cook conduct the votes?

Thomas Cook must hold both meetings within 60 days from the date the order is uploaded on the tribunal’s website, using video conferencing or other audio-visual means, known as VC/OAVM. No common physical venue is required, and shareholders and unsecured creditors may vote through remote e-voting or e-voting during the respective meetings.

The voting process must follow Section 230(4) and Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, and the Secretarial Standard on General Meetings, called SS-2. The tribunal also permits voting by proxy or, for a body corporate, an authorised representative, provided the prescribed proxy or authorisation reaches the registered office at least 48 hours before the meeting.

Thomas Cook must send meeting notices at least 21 clear days before the meeting dates by email to registered email addresses. Each notice must include the scheme and the explanatory statement required under Section 230(3) of the Companies Act and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

At least 21 clear days before the meetings, Thomas Cook must also publish notices in Financial Express in English and Loksatta in Marathi, both specified by the tribunal for Maharashtra circulation. The public advertisement must allow shareholders and creditors without registered email addresses to register them and must state that scheme documents are available free of charge at the applicants’ registered offices.

What filings and safeguards apply before and after the meetings?

Thomas Cook’s appointed chairperson must submit an affidavit at least 7 days before the meeting dates, confirming compliance with the notice and advertisement directions. The tribunal appointed L. N. Gupta as chairperson for both meetings at remuneration of Rs 1.50 lakh and appointed Aniruddha Dekhane as scrutinizer at remuneration of Rs 75,000.

The chairperson must file signed results with the tribunal within 30 days after the meetings conclude, with the report verified through an affidavit under Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. Participants attending through VC/OAVM count towards quorum under Section 103 of the Companies Act.

If the required quorum is absent when a meeting starts, it will stand adjourned for 30 minutes. After that period, the members present and voting will be deemed to constitute the quorum. The chairperson also has authority to decide procedural matters, including matters arising at an adjournment and proposed amendments to the scheme or resolutions.

The applicant companies must serve Section 230(5) notices on authorities including the Regional Director, Registrar of Companies, Income Tax authorities, Official Liquidator, Goods and Services Tax department and relevant sectoral regulators. Thomas Cook must additionally notify the Securities and Exchange Board of India, BSE and the National Stock Exchange of India; the order says no response from an authority within 30 days of receipt will be presumed to mean no objection.

Conclusion

The tribunal’s order makes separate shareholder and unsecured-creditor votes the next formal approval step for Thomas Cook’s scheme. The requirement follows the absence of consent affidavits from these two classes, while 100% consent by value from 6 secured creditors removed the need for a secured-creditor meeting and consent affidavits allowed shareholder-meeting dispensations at four wholly owned subsidiaries.

What to watch next is the publication of meeting dates and notices, which must allow 21 clear days before voting, followed by the virtual meetings within 60 days of the order’s upload. The chairperson must then report signed voting results within 30 days of the meetings, while regulatory authorities have 30 days from receiving notices to respond under the tribunal’s directions.