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2025 Supreme(Online)(NCLT) 2925
NATIONAL COMPANY LAW TRIBUNAL
SMT. LAKSHMI GURUNG, SH. HARIHARAN NEELAKANTA IYER, JJ
JK FILES & ENGINEERING LIMITED VS
C.A.(CAA)/152/MB-III/2024
For the Appellants/Petitioners: Adv. Hemant Sethi, Tanaya Sethi
For the Respondents: Mr. Guarav Jaiswal, Adv. Niyati Mankad, Adv. Sara Lad, Adv. Mahesh R Popat, Adv. Akshit Kothari, Adv. Satakshi Ojha
The Tribunal sanctioned a Composite Scheme of Arrangement under the Companies Act, emphasizing compliance with statutory requirements, stakeholder approval, and business efficacy. It affirmed that corporate restructuring should enhance operational synergies while protecting stakeholder interests.
Headnote:(A) Companies Act, 2013 - Sections 230 to 232 and Section 66 - Composite Scheme of Arrangement involving reduction of share capital, demerger and amalgamation of various companies sanctioned by the Tribunal - Compliance with statutory requirements and approval of shareholders confirmed. (Paras 1, 36, 42, 44)
(B) The nature of the scheme proposed aims to segregate distinct business operations for better management, enhance operational efficiencies, and maximize shareholder value. (Paras 11, 9.1, 9.2, 9.3)
(C) Tribunal satisfied with arrangements for protection of creditors’ interests, compliance with relevant laws, and statutory directives from various authorities, paving the way for effective execution of the plan. (Paras 26, 30, 43)
Facts of the case:
The Petitioner Companies comprise multiple unlisted public companies seeking approval for a scheme that involves a demerger of engineering and aerospace businesses, alongside the amalgamation of some entities, addressing capital reductions, and ensuring compliance with financial regulations. (Paras 3, 9)
Findings of Court:
The Tribunal assessed stakeholder approvals, statutory compliance, and the fairness of the proposed scheme, ultimately sanctioning it as a viable restructuring effort.
Issues: The main questions included whether the scheme aligns with statutory requirements and safeguards creditors' interests effectively.
Ratio Decidendi: The Tribunal emphasized the importance of shareholders' decisions and legal compliance, asserting that their collective judgment should prevail unless clearly flawed.
Result: The Composite Scheme of Arrangement is sanctioned with conditions as laid out, reinforcing its binding nature on all affected parties.
| Table of Content |
|---|
| 1. sanction of the tribunal is sought for composite scheme of arrangement. (Para 1 , 2 , 3) |
| 2. composition and relation among petitioner companies. (Para 4 , 5) |
| 3. regulatory compliance and appointed date of the scheme. (Para 6 , 7 , 8 , 9 , 10 , 11 , 12) |
| 4. details regarding the assets, liabilities and share capital. (Para 14 , 15 , 16 , 17 , 18 , 19) |
| 5. observations of the regional director and official liquidator. (Para 20 , 21 , 23 , 24) |
| 6. scheme found fair, reasonable, and compliant with law. (Para 33 , 34 , 35 , 36) |
| 7. confirmation of approval of scheme by tribunal. (Para 37 , 38 , 39 , 40) |
| 8. sanction granted to the composite scheme of arrangement. (Para 41 , 42 , 43 , 44) |
ORDER
1. Heard Learned Counsel for the Petitioner Companies, and the representative of the Regional Director Western Region, Ministry of Corporate Affairs, Mumbai.
2. The sanction of this Tribunal is sought under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 and in the matter of Composite Scheme of Arrangement between JK Files & Engineering Limited (‘First Petitioner Company’/ ‘Demerged Company 1’) and JK Maini Precision Technology Limited (formerly known as JKFEL Tools and Technologies Limited) (‘Second Petitioner Company’/ ‘Resulting Company 1’/ ‘Transferee Company’/ ‘Demerged Company 2’) and Ring Plus Aqua Limited (‘Third Petitioner Company’/ ‘Transferor Company 1’) and Maini Precision Products Limited (‘Fourth Petitioner Company’/ ‘Transferor Company 2) and JK Maini Global Aerospace Limited (formerly known as Ray Global Consumer Enterprise Limited) (‘Fifth Petitioner Company’/ ‘Resulting Company 2’) (‘the Scheme’) and their respective shareholders.
3. The Applicant has, interalia, sought the following reliefs:
a. That the proposed Scheme of Arrangement between JK Files & Engineering Limited and JK Maini Precision Technology Limited and Ring Plus Aqua Limited and Maini Precision Products limited and JK Maini Global Aerospace Limited and their respective shareholders under Section 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 (“Scheme’) being Annexure J to the Petition be sanctioned by this Tribunal and be binding on the Petitioner Companies and all its shareholders, creditors and all concerned persons.
b. For an order that the Petitioner Companies shall within 30 days after the date of receipt of the certified copy of the order to be made herein or within such other period as may be permitted by this Hon'ble Tribunal, cause a certified copy thereof to be filed with the Registrar of Companies, Mumbai and Registrar of Companies, Pune as applicable for registration;
c. That liberty be reserved to the Petitioner Companies to apply to this Tribunal as and when occasion may arise for any direction that may be necessary.
4. The Learned Counsel for the Petitioner Companies has submitted that the First Petitioner Company, Second Petitioner Company and Fifth Petitioner Company are wholly owned subsidiaries of Raymond Limited, and are fellow subsidiaries of each other.
5. It is further submitted that the First Petitioner Company holds 89.07% stake in the Third Petitioner Company and the Third Petitioner Company holds 59.25% stake in the Fourth Petitioner Company. Thus, all Petitioner Companies are group companies of Raymond Group.
Jurisdiction
6. The registered offices of all the Petitioner Companies are situated in the State of Maharashtra and hence the Petition is within the jurisdiction of this Bench.
Approval of Board of Directors
7. The Learned Counsel for the Petitioner Companies has submitted that the Board of Directors of the Petitioner Companies have approved the Scheme at their respective Board Meetings held on 01.05.2024, 02.05.2024 and 03.05.2024. Copies of the Board Resolutions are annexed to the Company Scheme Petition as Annexure H1 to H5 (Pg 842- 864)
Appointed Date
8. The Appointed date is 1st April, 2024, The Application was filed on 16.07.2024 wh
