NCLT Mumbai Sanctions Greenwood's Acquisition Of Aran's Stake In Aranca For ₹92.87 Lakh

On 10 June, the Mumbai Bench of the National Company Law Tribunal (NCLT) sanctioned a scheme under Sections 230 to 232 and 234 of the Companies Act, 2013, allowing Greenwood Research & Management Limited to acquire the minority shareholding of Hemendra Aran in Aranca (Mumbai) Private Limited for approximately Rs. 92.87 lakh.

Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar approved the acquisition of 21,355 equity shares, which constituted 0.551% of Aranca's share capital, at Rs. 435 per share. The Bench observed:

“Upon such consideration, the Scheme appears to be fair, reasonable, and in consonance with the provisions of the Companies Act, 2013 and the Rules framed thereunder. The Scheme is also not found to be contrary to public policy. Save and except the objections raised by the Applicant/Objector, no objections have been received from any creditor, shareholder, statutory authority, or any other stakeholder opposing sanction of the Scheme.”

The case arose from a takeover proposal in which Greenwood, formerly known as Greenwood Investment (Mauritius) Limited, sought to acquire the remaining shares held by Hemendra Aran in Aranca. Greenwood already held about 97.96% of the company's share capital, while shareholders representing 99.33% of the equity approved the proposal. The total consideration for the minority buyout stood at Rs. 92.87 lakh.

Greenwood argued that the acquisition served the best interests of Aranca, which it claimed suffered reputational and commercial damage due to Aran's conduct.

The Tribunal referred to an earlier first motion order dated 3 September 2024, which approved valuation at Rs. 434 per share and dispensed with meetings of shareholders and creditors. Although subsequent steps became ineffective due to the absence of a second-motion petition, the Tribunal later granted Greenwood liberty to pursue final sanction of the scheme.

Aran opposed the scheme, arguing that pending proceedings before the NCLAT on oppression and mismanagement, along with challenges to earlier rights issues, barred approval of the takeover. He contended that sanctioning the scheme would prejudice his rights and affect ongoing appellate proceedings.

The Tribunal rejected the objection. It held that the NCLAT had not granted any stay on the NCLT proceedings and that the pending appeal did not prevent consideration of the scheme. It also rejected Aran's plea of violation of natural justice. It noted that he filed detailed objections and received repeated opportunities of hearing. The Bench held:

“Furthermore, it is an admitted position that the Applicant/Objector has filed detailed objections to the proposed Scheme by way of I.A. No. 27 of 2026 and has been afforded adequate and repeated opportunities of hearing before this Tribunal. In such circumstances, this Tribunal is unable to accept the contention that there was any failure of principles of natural justice or that valid notice of the present proceedings was not served upon the Applicant/Objector. The objection raised on this ground is therefore liable to be rejected.”

Accordingly, the NCLT sanctioned the acquisition of Aran's shares at Rs. 435 per share with effect from 27 May 2024. It directed Greenwood to file the order with the Registrar of Companies within 30 days and to lodge it with the stamp authorities within 60 working days. It also clarified that the Income Tax Department would remain free to examine any tax implications arising from the scheme and proceed in accordance with law.