IN THE NATIONAL COMPANY LAW TRIBUNAL

KOLKATA BENCH, KOLKATA

CA(CAA) 103/KB/2022

An application made under Sections 230(1) and 232(1) of the Companies Act, 2013.

In the matter of:

WISE PROPERTIES PRIVATE LIMITED (hereinafter referred as the Applicant

Company), having CIN No. U70109WB2009PTC139016, a Company within the meaning of

Companies Act, 2013 having its registered office at 10 Princep Street 2^nd Floor Kolkata-

700072 in the State of West Bengal.

……..APPLICANT COMPANY

Coram:

Shri Rohit Kapoor, Member (Judicial)

Shri Satya Ranjan Prasad, Member (Technical)

Appearance:

Ms. Madhuri Pandey, PCS

Date of Hearing: 17.08.2022

Date of pronouncement of the order: 07.09.2022

ORDER

Per Shri Rohit Kapoor, Member (Judicial):

1.

This is an application under sections 230(1) of the Companies Act, 2013 read with the

Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 filed by

the Applicant Company, namely, Wise Properties Private Limited in connection with

a proposed Scheme of Arrangement of the Applicant Company. (“Scheme”).

2.

The Board of Directors of the Applicant Company approved the Scheme of

Arrangement of the Applicant Company and its respective shareholders for the

Conversion of Equity shares into Preference shares of the Applicant Company,

whereby and where under there is a reorganization of Equity Share Capital of the

CA(CAA) 103/KB/2022

WISE PROPERTIES PRIVATE LIMITED

Page 2 of 8

Applicant Company. The 310200 number of Equity shares are proposed to be

converted into Preference shares as stated in the Scheme of Arrangement. A copy

whereof is annexed with the Application and marked as “Annexure C”.

3.

The circumstances/explanation which justify and necessitate the said Scheme of

Arrangement of the Applicant Company are, inter-alia, as follows:

a) The Scheme of Arrangement of the Applicant Company has been proposed to

fulfill the demand of some of the shareholders to get regular dividends on their

investments.

b) Since the aforesaid shareholders of the Company are not interested in seeking

management control or running the operations of the Company therefore, the

shareholders want to redeem their investments within a fixed timeframe and also

to get regular dividends on the same.

c) The said scheme will have beneficial results for the Company concerned, their

shareholders, employees and all concerned.

d) The said conversion of shares from Equity to Preference Shares, is not barred by

any provision of the law, and in fact and in law, such conversion only amounts to

reorganization of the Share Capital of the Company which is permissible under

section 61 of the Companies Act 2013. In accordance with the relevant

provisions of the law and the judicial precedents being relied upon by the

Applicant Company, a Scheme of Compromise or Arrangement may involve

increase, consolidation, or sub-division of shares or reduction of share capital.

e) The section 230 of the Companies Act 2013 (“the Act”) contains provisions

concerning compromise or arrangements with creditors and members. According

to subsection (1) of section 230, where a compromise or arrangement is

proposed—

(a) between a company and its creditors or any class of them; or

(b) between a company and its members or any class of them,

f)

Under section 230 of the Act, a scheme of Compromise or Arrangement may be

in the form of reorganization of share capital of a company and the explanation

CA(CAA) 103/KB/2022

WISE PROPERTIES PRIVATE LIMITED

Page 3 of 8

appended to subsection (1) gives an inclusive definition of the expression

‘arrangement ’as including ‘reorganization of share capital’.

When a word is defined to ‘mean’ something, the definition is prima facie

restrictive and exhaustive, whereas, where the word defined is declared to

‘include’ a particular meaning, the definition is prima facie extensive or inclusive.

The word ‘means’ is restrictive and the expression ‘includes’ is expansive. Both

the words may however be used simultaneously, and in such a case, it