Authority: National Company Law Tribunal, Division Bench–I, Chennai
Order Date: 09 June 2026
Case Overview
This is an order from a hearing concerning application number CA(CAA)/43(CHE)/2026 filed by Refex Industries Ltd. under Sections 230-232 of the Companies Act, 2013, seeking approval for a composite scheme of arrangement. The bench, comprising Hon'ble Shri. Sanjiv Jain (Member Judicial) and Hon'ble Shri. Venkataraman Subramaniam (Member Technical), heard Ld. Counsel Shri. Ashwin Raman for the applicant.
The Tribunal raised specific clarifications required for the scheme. Firstly, it noted a memo dated 01.06.2026 stating there are no warrant holders as their rights have been forfeited. It questioned whether the Composite Scheme needs modification, including paragraphs 28.2 and 28.3, and if so, directed the submission of a revised scheme along with changes in the 'Share Capital & Net worth' of the applicant.
Secondly, the Tribunal observed that the assets and liabilities of the Transferor Company are initially transferred to the Transferee Company and are thereafter transferred by way of a demerger to the Resulting Company. It directed the submission of a chart containing the value of the list of assets and liabilities being transferred/demerged in the books of the (i) Transferor Company, (ii) Transferee/Demerged undertaking, and (iii) Resulting company, along with any required explanatory statements.
Furthermore, the order extensively details the disclosure requirements as per observation letters issued by the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE) that the applicant must comply with. These include:
1. Disclosing all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Company, its promoters, and directors.
2. Ensuring the following additional disclosures are provided to public shareholders as part of the explanatory statement to enable an informed decision:
- Details of assets, liabilities, net worth, and revenue of the companies involved, pre and post scheme.
- Impact of the scheme on the revenue-generating capacity of the listed entity.
- The need, rationale, synergies of the businesses involved, impact on shareholders, and a cost-benefit analysis.
- The value of assets and liabilities of the Transferor Company being transferred to the Transferee Company.
- The value of assets and liabilities of the Demerged Company being transferred to the Resultant Company.
- The latest financials of the Transferor, Transferee, and Resulting companies updated on the website and disclosed in the explanatory statement.
- The revised shareholding pattern of these companies pre and post-scheme.
- The pre and post-scheme shareholding as of the date of the shareholders' meeting notice, with a rationale for any changes between the filing of the draft scheme and the notice.
- Disclosure of all pending actions against the entities involved, their promoters, directors, and KMPs, and the possible impact on the Transferee Company.
- Ensuring all applicable additional information advised by SEBI via email dated September 21, 2023, forms part of the shareholder disclosures.
Final Outcome
The applicant, Refex Industries Ltd., was directed to file a memo submitting its response to all the clarifications raised by the Tribunal. The application has been listed for the next hearing on 17 June 2026.
Topics: Corporate Restructuring, Regulatory Compliance