Authority: National Company Law Tribunal, Mumbai Bench-I

Order Date: 10 June 2026

Case Overview

The National Company Law Tribunal (NCLT) Mumbai Bench heard a company petition (C.P. (C.A.A)/259(MB) 2025) filed by Greenwood Research & Management Limited (formerly Greenwood Investment (Mauritius) Limited) seeking sanction of a scheme for takeover of 21,355 equity shares constituting 0.551% of the total shareholding of Aranca (Mumbai) Private Limited held by Mr. Hemendra Aran under Sections 230-232 of the Companies Act, 2013.

The scheme was initially approved in first motion proceedings vide order dated 03 September 2024, which dispensed with meetings of shareholders and creditors and accepted a valuation of ₹434 per share based on a report by M/s. V. Mandhana & Co. dated 25 July 2024. Consideration of ₹92,68,070 was paid to Mr. Aran on 10 September 2024. However, Mr. Aran filed C.A. No. 247 of 2025 challenging the scheme on grounds of lack of notice. The NCLT, vide order dated 14 November 2025, disposed of the application noting that without a second motion petition, the scheme lacked final approval and directed refund of the consideration amount while granting liberty to file appropriate proceedings for scheme approval.

Mr. Hemendra Aran filed I.A. No. 27 of 2026 opposing the scheme on multiple grounds: (1) questioning Greenwood's eligibility under Section 230(11) due to pending Company Appeal (AT) No. 120 of 2024 challenging rights issues that could reduce Greenwood's shareholding; (2) contending that the valuation report was stale and not properly served; (3) alleging the scheme was oppressive and an abuse of process; and (4) arguing that implementation would irreversibly prejudice his position in the pending appeal.

The Tribunal considered reports from the Registrar of Companies (No. ROC(M)/781/Sec.230-232/2026 dated 03 February 2026) and Regional Director (dated 05 February 2026), with Greenwood providing undertakings to comply with regulatory directions from Income Tax, GST, RBI, and to file necessary declarations under the Significant Beneficial Owners Rules.

Final Outcome

The NCLT sanctioned the scheme, approving the acquisition of 21,355 shares from Mr. Hemendra Aran at an increased valuation of ₹435 per share (based on a fresh valuation report dated 06 November 2025), requiring payment within two weeks from the order date. The appointed date was fixed as 27 May 2024. All objections raised by Mr. Aran were dismissed, with the Tribunal finding the scheme fair, reasonable, and in compliance with legal requirements. I.A. No. 27 of 2026 was dismissed. Greenwood was directed to file the order with the ROC in e-Form INC-28 within 30 days and with stamp duty authorities within 60 working days.

Topics: Share Acquisition, Corporate Law, Minority Shareholder Rights