NCLT Approves Greenwood’s Acquisition of Minority Shares in Aranca Despite Pending Appeal

In re Greenwood Research & Management Limited (NCLT Mumbai)

The National Company Law Tribunal (NCLT), Mumbai Bench, sanctioned a Scheme of Arrangement under Sections 230 to 232, Section 230(11), and Section 234 of the Companies Act, 2013, approving the takeover of 21,355 equity shares (0.551% of the shareholding) held by a minority shareholder in Aranca (Mumbai) Private Limited by Greenwood Research & Management Limited. The petitioner, formerly known as Greenwood Investment (Mauritius) Limited, sought approval of the second motion petition after the Tribunal had earlier granted liberty to file it following the non-filing of the second motion in the earlier proceedings.

The Tribunal noted that the petitioner’s Board had approved the Scheme on 27 May 2024, which was also fixed as the Appointed Date. In the first motion proceedings, the Tribunal had dispensed with meetings of shareholders and creditors, accepted a valuation of ₹434 per share, and directed issuance of notices. Consideration of ₹92,68,070 had been paid to the exiting shareholder in September 2024. Subsequently, an earlier application filed by the shareholder challenging the Scheme resulted in the Tribunal observing that, in the absence of a second motion petition, the Scheme had not attained final approval and actions taken pursuant to the first motion order were non est. The petitioner was granted liberty to file appropriate proceedings for final sanction, leading to the present petition.