TECHNOVA IMAGING SYSTEMS PRIVATE LIMITED vs - 2025 Supreme(Online)(NCLT) 8199

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2025 Supreme(Online)(NCLT) 8199

NATIONAL COMPANY LAW TRIBUNAL
SH. NILESH SHARMA, SH. CHARANJEET SINGH GULATI, JJ
TECHNOVA IMAGING SYSTEMS PRIVATE LIMITED VS

Advocates:
For the Petitioner Companies: CA Harsh C. Ruparelia (VC)
For the Respondent: Ms. Rujuta Bankar

Table of Content
1. approval of a scheme of arrangement requires stakeholder compliance. (Para 1 , 2)
2. fairness and reasonableness of the scheme as assessed by the tribunal. (Para 10 , 20)
3. final order approving the scheme and its implications. (Para 21 , 22)

ORDER

1. 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 (‘Act’) to the Scheme of Arrangement between TechNova Imaging Systems Private Limited (the “First Petitioner Company” or the “Demerged Company”) and TechNova Printrite Products Private Limited (the “Second Petitioner Company” or the “Resulting Company”) and their respective shareholders (“the Scheme” or “this Scheme”).

2. Heard the Ld. CA for the Petitioner Companies and the representative of the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai. No objector has come before the Tribunal to oppose the Petition and nor any party has controverted any averments made in the Petition.

3. The Ld. CA for the Petitioner Companies submits that the Petitioner Companies have approved the Scheme by passing Board Resolutions on 21st November 2024, and have approach