In re Refex Industries Ltd (NCLT Chennai)
The National Company Law Tribunal (NCLT), Chennai Bench, considered an application filed by Refex Industries Limited (RIL), the Transferee and Demerged Company, seeking approval to proceed with a Composite Scheme of Amalgamation and Arrangement under Sections 230 to 232 of the Companies Act, 2013. The Scheme involved three companies: Refex Green Mobility Limited (RGML), Refex Industries Limited (RIL), and Refex Mobility Limited (RML). RGML and RML are wholly owned subsidiaries of RIL.
The Scheme proposed three principal steps. First, RGML would amalgamate with RIL, resulting in the cancellation of the entire share capital held by RIL in RGML without the issuance of any new shares. Second, the Green Mobility Business Undertaking, which would vest in RIL following the amalgamation, would be demerged into RML. Under the Scheme, RML would issue one fully paid equity share of ₹2 for every one fully paid equity share of ₹2 held by shareholders of RIL on the record date. Third, the existing 50,000 equity shares of RML held by RIL would be cancelled without payment, with the reduction credited to the capital reserve of RML, and without requiring a separate process under Section 66 of the Companies Act.
