NCLT Dispenses Shareholders’ Meetings in Rubamin Demerger Scheme

Rubamin Private Limited Vs Rubamin IGNISS Private Limited (NCLT Ahmedabad)

Rubamin Private Limited (Demerged Company/Applicant Company No. 1) and Rubamin IGNISS Private Limited (Resulting Company/Applicant Company No. 2) jointly filed a company application under Sections 230–232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and Rule 11 of the NCLT Rules, 2016, seeking approval of procedural directions in relation to a proposed Scheme of Arrangement in the nature of a demerger. The applicants sought dispensation of meetings of shareholders of both companies, convening of meetings of secured and unsecured creditors of the demerged company, and dispensation of meetings of secured and unsecured creditors of the resulting company. The appointed date under the Scheme was stated to be the same as the effective date.

The registered offices of both applicant companies were situated within the jurisdiction of the Registrar of Companies, Gujarat, falling within the jurisdiction of the Tribunal. The Boards of Directors of both companies approved the proposed Scheme through resolutions dated 17.04.2026. According to the applicants, the proposed demerger would facilitate better management of segregated businesses, operational rationalisation, organisational efficiency, optimum utilisation of resources, improved investment opportunities, dedicated management focus, independent collaboration and expansion, unlocking of economic value, and accelerated growth while benefiting members, creditors and employees and serving the public interest.