NCLT Mumbai Approves Greenwood Research's Scheme to Acquire Minority Shares in Aranca (Mumbai) Private Limited

Case Overview

Case: In re Greenwood Research & Management Limited
Forum: National Company Law Tribunal (NCLT), Mumbai Bench
Petition: C.P. (CAA) No. 259/MB/2025
Appointed Date: 27.05.2024

The NCLT Mumbai Bench delivered a significant ruling by sanctioning a Scheme of Arrangement under Sections 230 to 232, Section 230(11), and Section 234 of the Companies Act, 2013, permitting Greenwood Research & Management Limited to compulsorily acquire 21,355 equity shares — representing 0.551% of total paid-up capital — held by Mr. Hemendra Aran in Aranca (Mumbai) Private Limited. The ruling addressed a complex procedural history, contested minority shareholder objections, and the interplay between ongoing appellate proceedings and scheme sanction proceedings.

Background and Procedural History

Identity and Corporate Background of the Petitioner

Greenwood Research & Management Limited was previously incorporated and operated under the name Greenwood Investment (Mauritius) Limited. Its name was formally changed to Greenwood Research & Management Limited with effect from 24.01.2025, as confirmed through an Additional Affidavit dated 20.02.2026 placed on record before the Tribunal.

Genesis of the Scheme

The Petitioner's Board of Directors, at its meeting convened on 27.05.2024, approved a Scheme of Arrangement for the compulsory takeover of 21,355 equity shares held by Mr. Hemendra Aran in Aranca (Mumbai) Private Limited. This date was simultaneously designated as the Appointed Date under the Scheme. The rationale presented for initiating the acquisition was that Mr. Hemendra Aran's conduct had caused serious reputational and financial damage to Aranca, thereby warranting removal of his minority interest in the interest of the company's continued operations.

First Motion Proceedings and Subsequent Complications

In the first motion proceedings — C.A. (CAA) No. 122/MB/2024 — the Tribunal passed an order dated 03.09.2024 dispensing with the convening of meetings of shareholders and creditors. The Tribunal also accepted a valuation of Rs. 434 per share based on a Valuation Report dated 25.07.2024 issued by M/s. V. Mandhana & Co., and directed issuance of notices to statutory authorities and to Mr. Hemendra Aran.

Pursuant to the first motion order, the Petitioner remitted a consideration of Rs. 92,68,070/- to Mr. Hemendra Aran's bank account on 10.09.2024.

However, a critical procedural gap emerged — the Petitioner had not filed a second motion petition seeking final sanction of the Scheme. Mr. Hemendra Aran thereafter filed C.A. No. 247 of 2025 on 01.08.2025, challenging the Scheme on the ground that no prior notice had been served upon him before the Order dated 03.09.2024 was passed, and seeking restoration of his shareholding to its pre-order position.

Tribunal's Order in C.A. No. 247 of 2025

Upon consideration, the Tribunal passed an Order dated 14.11.2025 disposing of C.A. No. 247 of 2025. The relevant portion of that order reads:

"In view of above, we do not find any merit in the above stated relief sought by the Applicant, as the Respondent Company was directed to serve to the Applicant for final hearing for approval of proposed scheme, which is yet to have approval of this tribunal in view of statutory provisions. Needless to say, Aranca (Mumbai) Private Limited/Respondent Company shall be at liberty to file appropriate petition for approval of proposed scheme consequent to the order dated 03.09.2024 passed by this Tribunal. Any action taken by Aranca (Mumbai) Private Limited, the Respondent Company and RoC pursuant to said order is nullity. The Applicant shall refund the money received from the Respondent Company. In terms of above, COMP.APPL/247(MB) of 2025 is disposed of."

The Tribunal thus observed that since no second motion petition had been filed, the Scheme had not attained final approval and any consequential actions stood rendered non est. Mr. Hemendra Aran was directed to refund the consideration amount. Simultaneously, the Petitioner was granted liberty to file appropriate proceedings for final approval.

Filing of the Present Second Motion Petition

Acting upon the liberty so granted, the Petitioner filed the present second motion petition — C.P. (CAA) No. 259/MB/2025 — on 02.12.2025, seeking final sanction of the Scheme. By a subsequent Order dated 04.12.2025, the Tribunal admitted the petition and directed:

  1. Publication of hearing notices in two newspapers — one in English and one in a vernacular language — at least ten days prior to the hearing date;
  2. Service of notices upon the Regional Director (Western Region), Registrar of Companies (Mumbai), jurisdictional Income Tax Authorities, and Mr. Hemendra Aran.

In compliance, notices were published in Free Press Journal (English edition) and Navshakti (Marathi edition) on 01.01.2026, and affidavits of service dated 13.01.2026 were filed confirming compliance.

Shareholding Position and Valuation

At the time of the second motion proceedings: