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2024 Supreme(Online)(NCLT) 1388
NATIONAL COMPANY LAW TRIBUNAL
Rajeev Bhardwaj, J, Sanjay Puri, T
My Home Industries Pvt Ltd – Appellant
Versus
Radhanga Industries Pvt Ltd – Respondent
Transfer Petition No.CP (CAA)/62/230//2023
For the Petitioner: Mr. Ramakrishna Gupta, PCS
For Regional Director: Mr. Satish Kumar, Assistant Director
A scheme of arrangement under the Companies Act that enhances business efficiency and value for stakeholders can be sanctioned if statutory compliance is met.
Headnote:(A) Companies Act, 2013 - Sections 230 and 232 - Scheme of Arrangement - Joint petition filed by Transferor and Transferee Companies for sanction of scheme - Scheme found fair and reasonable, with compliance to statutory requirements - Sanction granted for the transfer of specified undertaking and vesting of assets and liabilities. (Paras 15, 16)
(B) Corporate Structure - Benefits of the Scheme include dedicated management focus for growth, better resource utilization, and enhanced value for stakeholders. (Paras 4.1-4.5)
Facts of the case:
The petitioners, My Home Industries Pvt Ltd, and Radhanga Industries Pvt Ltd seek to implement a Scheme of Arrangement to enhance business efficiencies through a structured amalgamation. The proposed scheme includes the transfer of specified undertakings and follows regulatory compliance outlined in the Companies Act.
Findings of Court:
The Scheme is compliant with statutory requirements, and no objections were raised by the Regional Director, affirming its viability and fairness. The Tribunal sanctioned the scheme.
Issues: The main questions addressed included the fairness of the proposed scheme, compliance with the Companies Act, and the benefits for stakeholders involved.
Ratio Decidendi: The court concluded that the proposed Scheme enhances business focus and maximizes stakeholder value while adhering to legal provisions of the Companies Act.
Result: The Scheme of Arrangement is sanctioned and confirmed.
| Table of Content |
|---|
| 1. joint petition for the scheme of arrangement. (Para 1 , 2 , 3) |
| 2. benefits and rationale for the scheme. (Para 4 , 5) |
| 3. compliance with statutory requirements. (Para 6 , 10) |
| 4. final order and sanctioning of the scheme. (Para 15 , 16) |
ORDER
1. This is a Joint Petition filed by the Transferor and Transferee Companies, under Section 232 r/w Section 230 and other applicable provisions of the Companies Act, 2013 praying for the sanction of the Scheme of Arrangement (Members) between M/s.My Home Industries Private Limited (1st Petitioner Company/Transferor Company) with M/s.Radhanga Industries Private Limited (2nd Petitioner Company/Transferee Company) and their respective Members in terms of the Scheme of Arrangement (Members). (Annexure–G- page Nos.344 to 416 of the Petition).
2. The Registered Offices of the Transferor Company and the Transferee Company are situated in the State of Telangana.
3. Briefly, the facts are as follows:
3.1. M/s.My Home Industries Private Limited (“1st Petitioner Company” or “Transferor Company”), was incorporated on 05.09.1984 with CIN: U26942TG1984PTC004951.
3.2. The authorized, issued, subscribed and paid-up capital of the 1st Petitioner/Transferor Company as on 31st March, 2023 as per audited financial statements and as on 30th June, 2023 as per un-audited financial statements is the same as follows:
Subsequent to the above date and till the date of filing of this Petition, there has been no change in the issued, subscribed and paid-up capital of the 1st Petitioner/Transferor Company.
(Copy of the Audited Financial Statements as on 31st March, 2023 and the Un-audited Financial Statements as on 30th June, 2023 of the Transferor Company are at Annexure – A1 & A2 - page Nos. 44-98 & 99-116 of the petition).
3.3 The Transferor Company is engaged in the business of manufacture and sale of all kinds of cements and to erect, construct, establish, operate and maintain cement factories, quarries, mines, etc and the given below specified undertaking shall be transferred to the Transferee Company.
Cement Division Greenfield Cement Unit situated at Gamalapadu Village, Dachepalli Mandal, Palnadu District, Andhra Pradesh.
(Copy of the Memorandum and Articles of Association of the Transferor Company is filed at Annexure – B - page Nos. 117-286 of the petition).
3.4 M/s.Radhanga Industries Private Limited (“2nd Petitioner Company” or “Transferee Company”) was incorporated on 9th May, 2023 with CIN: U23941TS2023PTC172862.
3.5 The authorized, issued, subscribed and paid-up capital of the Transferee Company as on 30th June 2023 as per un-audited financial statements is as under:
Subsequent to the above date and till the date of filing of this Petition, there has been no change in the issued, subscribed and paid-up capital of the 2nd Petitioner/Transferee Company.
(Copy of the Un-audited Financial Statements as on 30th June, 2023, of the Transferee Company are filed at Annexure – C - page Nos. 287- 290 of the petition).
3.6 The Transferee Company is engaged in the business of manufacture & sale of all kinds of cements and to erect, construct, establish, operate and maintain cement factories, quarries, mines, etc.
(Copy of the Memorandum and Articles of Association of the Transferee Company is filed at Annexure – D - page Nos. 291-324 of the petition).
4. Rationale for the Proposed Scheme:
4.1 The Scheme shall be implemented by the Transferor Company along with the Transferee Company (in its capacity as a Wholly Owned Subsidiary of the Transferor Company). The Transferee Company is proposed to be engaged in the business of inter alia manufacture & sale of all kinds of cements and to erect. construct, establish, operate and maintain cement factories, quarries, mines, etc.
4.2 The management of the Transferor Company believes that the Specified Undertaking (as defined in Clause 1.19 of the Scheme) will form part of the business of the Transferee Company, and that the Specified Undertaking and the Remaining Undertaking (as
