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2026 Supreme(Online)(NCLT) 38
NATIONAL COMPANY LAW TRIBUNAL
Sanjiv Jain, Judicial Member, Venkataraman Subramanium, Technical Member
RAPSRI ENGINEERING INDUSTRIES PRIVATE LIMITED VS
CA(CAA)/85(CHE)2025|CA(CAA)/28(CHE)/2025
Important Points
Subject
Corporate Law - Company Arrangements and Amalgamations
Act Referred
Headnote
(B) Corporate restructuring - Demerger rationale - Segregation of undertakings to enhance shareholder value, achieve operational synergy, ring-fence risks, enable focused core competencies, cost efficiencies, and better capital access for distinct business profiles. (Para 3)
Facts of the case:
Joint company application filed by demerged company engaged in industrial infrastructure, residential/commercial development, leasing, and brand licensing, and resulting company, its wholly-owned subsidiary, seeking sanction of demerger scheme transferring residential/commercial development, leasing, and brand licensing undertaking to resulting company for operational efficiency and value unlocking.
Findings of Court:
Tribunal verified consents from all relevant stakeholders, auditor certificates on accounting standards compliance, board approvals, and clarifications on corporate conversions, office shifts, share value reduction, and object clause amendments - Dispensed with meetings and allowed application.
Issues: Whether meetings of shareholders and creditors could be dispensed with given consents obtained; validity of scheme rationale and prior corporate actions.
Ratio Decidendi: Tribunal satisfied with filed documents, consents obviating meeting necessity under Sec. 230-232, scheme compliant with accounting standards, and explanations for corporate changes streamlining operations without prejudice to stakeholders.
Result: Application allowed; meetings dispensed with; directed filing of second motion application within 14 days.
For the Appellants/Petitioners: R. Inbaraju
| Table of Content |
|---|
| 1. joint application under sections 230-232 for demerger scheme. (Para 1 , 2) |
| 2. rationale for demerger to enhance value and focus. (Para 3) |
| 3. details of demerged and resulting companies. (Para 4 , 5 , 6 , 7 , 8 , 9) |
| 4. clarifications on conversions, shifts, and alterations. (Para 12 , 13) |
| 5. verification of documents and scheme compliance. (Para 14 , 15 , 16 , 17 , 18) |
| 6. dispensation of meetings for all stakeholders. (Para 19) |
| 7. application allowed; proceed to second motion. (Para 20) |
ORDER
1. This is a Joint Company Application Viz., CA(CAA)/28(CHE)/2025 filed by the Applicant Companies, namely Rapsri Engineering Industries Private Limited (for brevity “Demerging Company”) and Suretec Precision Private Limited (for brevity “Resulting Company”) and its Shareholders under section 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Amalgamation (hereinafter referred to as the “SCHEME”) proposed by the Applicant Companies herein with its Shareholders. The Scheme is appended as “Annexure 15” of the Application Typeset.
2. The Applicant Companies in this Company Application have sought for the following reliefs;
3. The RATIONALE OF THE SCHEME is as under:
1) The Demerged Company is engaged in various businesses including
(i) business of leasing, maintaining, operating industrial infrastructure facility such as factory land and building;
(ii) business of residential and commercial developments and leasing; and
(iii) business of licensing of brands, trademarks.
(i) Demerged Undertaking:
This undertaking means the business undertaking pertaining to the residential and commercial development and leasing business, brand licensing business and the assets, liabilities, rights, and interest pertaining to the said businesses.
(ii) Remaining Undertaking:
This undertaking means and includes remaining business of the Demerged Company, including the leasing, maintaining, operating of industrial infrastructure facilities and other business of the Demerged Company that are not forming part of Demerged Undertaking.
2) With an endeavour to enhance shareholders' value and for realising the full potential of the Remaining and the Demerged Undertaking, the Demerged Company has now been decided to reorganize and segregate business of the Demerged Undertaking into the Resulting Company and carry out the Remaining Undertaking within the Demerged Company. This segregation would bring about synergy in operations and shall also ring- fence the Demerged Undertaking from the risk and liabilities of the Remaining Undertaking, of the Demerged Company which is not being transferred as part of the Demerged Undertaking.
3) The Demerger will enable the Demerged Company to channelize all its efforts and resources and concentrate more in the field of their retained business and enable the Resulting Company and Demerged Company to carry on their respective core activities and ultimately to achieve the core competency.
4) Overall, the Scheme of Arrangement is intended to undertake a restructuring within the group companies wherein the activities of Demerged Undertaking shall be demerged into a separate entity, with its team of employees for its management. The Demerger would facilitate the Demerged Company and the Resulting Company to efficiently exploit business opportunities for respective businesses of the entities upon completion of the Demerger, thereby enabling them to achieve the following commercial benefits: (i) The Demerger will enable the Demerged Company and Resulting Company to productively utilize their respective resources and achieve cost and operational efficiencies while creating a separate niche for each of the businesses. Further, this will enable them to pool financial and managerial resources to concentrate on their respective business activities;
(ii) The Demerger will segregate the businesses with diff
