BSECompany Update2d ago · 5 Nov 2026, 12:17 pm
We enclose herewith the Order of the Hon''ble National Company Law Tribunal in relation to the Composite Scheme of Arrangement.
Thomas Cook (India) Ltd · 500413
✦ AI SummaryInsolvency
Thomas Cook (India) Ltd has announced that the Hon'ble National Company Law Tribunal has admitted the Composite Scheme of Arrangement amongst the company and its subsidiaries, Sterling Holiday Resorts Limited, TC Visa Services (India) Limited, Jardin Travel Solutions Limited, and Borderless Travel Services Limited, subject to shareholder approval and other necessary approvals.
Analysis Scores
Earnings Impact5/10
Growth Catalyst2/10
Governance Concern1/10
Regulatory Risk8/10
Balance Sheet Risk6/10
Liquidity Impact5/10
Market Sentiment4/10
✦ Ask a Question
Ask anything about this announcement — AI will answer based on the filing content.
Full Announcement
Thomas Cook (India) Ltd - 500413 - Announcement Under Regulation 30 Of The Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 For Intimating The Order Of The Hon'Ble National Company Law Tribunal In Relation To The Composite Scheme Of Arrangement.
Attachments (1)
📄pdf
Download →
ff8fdf7a-8174-4b54-bdfa-ab99f703ea60.pdf
View document text
November 5, 2026
The Manager, The Manager,
Listing Department Listing Department
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Plot No. C/1,
Dalal Street, G Block, Bandra-Kurla Complex, Bandra (E),
Mumbai – 400 001 Mumbai – 400 051
Scrip Code: 500413 Scrip Code: THOMASCOOK
Fax No.: 2272 2037/39/41/61 Fax No.: 2659 8237/38
Dear Sir/ Madam,
Sub: Announcement under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 for intimating the Order of the Hon’ble National Company
Law Tribunal in relation to the Composite Scheme of Arrangement
In terms of the requirements of Regulation 30 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, and in continuation to our previous intimation(s) dated
March 20, 2026 we hereby inform that the Hon’ble National Company Law Tribunal, Mumbai Bench, (“NCLT”) has passed
an order dated November 4, 2026, which was made available on the website of the Hon’ble NCLT post working hours of
November 4, 2026 admitting the application with respect to the Composite Scheme of Arrangement amongst Thomas
Cook (India) Limited (‘Demerged Company’ or ‘Transferee Company’ or ‘TCIL’) and Sterling Holiday Resorts Limited
(‘Resulting Company’ or ‘SHRL’) and TC Visa Services (India) Limited (‘Transferor Company 1’ or ‘TCVSL’) and Jardin
Travel Solutions Limited (‘Transferor Company 2’ or ‘JTSL’) and Borderless Travel Services Limited (‘Transferor Company
3’ or ‘BTSL’) and their respective shareholders under Sections 230 to 232, 61, 66 and other applicable provisions of the
Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, National
Company Law Tribunal Rules, 2016 and National Company Law Tribunal (Procedure for Reduction of Share Capital of
Company) Rules, 2016 (“Scheme”).
The said order is procedural in nature, providing necessary directions and completing statutory formalities in connection
with the proposed Scheme. The Scheme shall be subject to the approval of the shareholders and any other necessary
approvals as may be applicable, including the final sanction of the Hon’ble NCLT.
A copy of the said order as uploaded on the website of the Hon’ble NCLT is attached herewith.
This is for your information and records.
Yours faithfully,
For Thomas Cook (India) Limited
Amit J. Parekh
Company Secretary and Compliance Officer
Encl: a/a
IN THE NATIONAL COMPANY LAW TRIBUNAL
MUMBAI BENCH-I
C.A. (CAA) NO. 182 (MB)/2026
In the matter of
The Companies Act, 2013 (18 of 2013)
In the matter of Sections 230 to 232, 61, 66 and other applicable
provisions of the Companies Act, 2013 read with the Companies
(Compromises, Arrangements and Amalgamations) Rules, 2016,
National Company Law Tribunal Rules, 2016 and National Company
Law Tribunal (Procedure for Reduction of Share Capital of Company)
Rules, 2016;
In the matter of
Composite Scheme of Arrangement amongst
Thomas Cook (India) Limited (“TCIL” or “Demerged Company”
or “Transferee Company”) and Sterling Holiday Resorts Limited
(“SHRL” or “Resulting Company”) and TC Visa Services (India)
Limited (“TCVSL” or “Transferor Company 1”) and Jardin
Travel Solutions Limited (“JTSL” or “Transferor Company 2”)
and Borderless Travel Services Limited (“BTSL” or “Transferor
Company 3”) and their respective shareholders (Scheme).
In the matter of
THOMAS COOK (INDIA) LIMITED (TCIL)
…First Applicant Company/ Demerged
Company/Transferee Company
STERLING HOLIDAY RESORTS LIMITED (SHRL)
… Second Applicant Company/ Resulting
IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I
C.A. (CAA) NO. 182/MB/2026
Company
TC VISA SERVICES (INDIA) LIMITED (TCVSL)
… Third Applicant Company/ Transferor Company 1
JARDIN TRAVEL SOLUTIONS LIMITED (JTSL)
… Fourth Applicant Company/ Transferor Company 2
BORDERLESS TRAVEL SERVICES LIMITED (BTSL)
… Fifth Applicant Company/ Transferor Company 3
[collectively referred to as the “Applicant Companies”]
ORDER PRONOUNCED ON 04.11.2026
Coram:
Sh. Prabhat Kumar Sh. Sushil Mahadeorao Kochey
Hon’ble Member (Technical) Hon’ble Member (Judicial)
Appearances
FOR The Applicant Companies : CA Harsh Ruparelia i/b ARCH and
Associates, Professional
ORDER
1. Heard the learned Counsel for the Applicant Companies.
2. The present Scheme is a Composite Scheme of Arrangement
amongst Thomas Cook (India) Limited (TCIL /First Applicant
Company/ Demerged Company/Transferee Company), Sterling
Holiday Resorts Limited (SHRL /Second Applicant Company/
Resulting Company), TC Visa Services (India) Limited
(TCVSL / Third Applicant Company/ Transferor Company 1) and
Jardin Travel Solutions Limited (JTSL /Fourth Applicant
2 | Page
IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I
C.A. (CAA) NO. 182/MB/2026
Company/ Transferor Company 2) and Borderless Travel
Services Limited (BTSL /Fifth Applicant Company/ Transferor
Company 3), (Hereinafter the Third, Fourth and Fifth Applicant
Company are collectively referred to as “Transferor
Companies”) (Hereinafter the First, Second, Third, Fourth and
Fifth Applicant Company are collectively referred to as
“Applicant Companies”) and their respective shareholders under
Sections 230 to 232, 61, 66 and other applicable provisions of the
Companies Act, 2013 read with the Companies (Compromises,
Arrangements and Amalgamations) Rules, 2016, National
Company Law Tribunal Rules, 2016 and National Company Law
Tribunal (Procedure for Reduction of Share Capital of Company)
Rules, 2016 (Scheme), for seeking following reliefs:
(i) convening and holding the meeting(s) of the equity
shareholders of the First Applicant Company.
(ii) dispensing with the meeting(s) of the equity shareholders
of the Second, Third, Fourth and Fifth Applicant Company.
(iii) dispensing with the meeting(s) of secured creditors of the
respective Applicant Companies.
(iv) convening and holding the meeting(s) of the unsecured
creditors of the First Applicant Company.
(v) dispensing with the meeting(s) of unsecured creditors of
the Second, Third, Fourth and Fifth Applicant Company.
(vi) Sending notices along with the Scheme to Central
Government through jurisdictional Regional Director
jurisdictional Registrar of Companies, jurisdictional
Income-Tax Authorities, jurisdictional Goods and Services
Tax (GST), Reserve Bank of India and other Sectoral
Regulatory Authorities, if any the respective Applicant
3 | Page
IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-I
C.A. (CAA) NO. 182/MB/2026
Companies. Additionally, the Transferor Companies shall
send notices to the Official Liquidator.
3. The First Applicant Company is a public limited company bearing
CIN L63040MH1978PLC020717, incorporated on 21.10.1978
under the provisions of the Companies Act, 1956. The Registered
Office of the Company is situated at 11th Floor, Marathon Futurex,
NM Joshi Marg, Lower Parel East, Mumbai City, Mumbai,
Maharashtra – 400013. It is engaged in diversified business
activities, including financial services, travel and travel-related
services, and providing comprehensive services in the leisure,
hospitality and resorts sectors.
4. The share capital of Transferor Company as on 20.03.2026 is as
under:
Particulars INR
Authorised share capital
197,93,00,000 equity shares of INR 1/- each 197,93,00,000
50,00,00,000 preference shares of INR 10/- 500,00,00,000
each
Total 697,93,00,000
Issued, Subscribed and Paid-up share capital
47,03,80,562 equity shares of INR 1/- each, 47,03,80,562
fully paid-up
Total 47,03,80,562
5. The Second Applicant Company is a public limited company
bearing CIN U63040MH1989PLC473433, incorporated on
26.12.1989 under the provisions of the Companies Act, 1956. The
Registered Office of the Company is situated at 303–304, 3rd Floor,
Star Hub, Building No. 2, Sahara Airport Road, Andheri (East),
Mumbai – 400059. The Registered Office of the Second Applicant
4 | Page
IN THE NATIONAL COMPANY LAW TRIBUNA
[Showing first 8,000 characters — download PDF for full document]