Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

Raymond Limited M&A Activity 2024

Jun 21, 2024

60956_rns_2024-06-21_386bc11b-cecc-446f-aa6b-d6e492c46749.pdf

M&A Activity

Open in viewer

Opens in your device viewer

==> picture [131 x 47] intentionally omitted <==

SECRETARIAL DEPARTMENT

Jekegram, Pokhran Road No.l, Thane (Wl. 400 606 Maharashtra, India CIN No : Ll 7 ll 7MH l 925PLC001208 Tel : (91-22) 4036 7000 / 6152 7000 Fax : (91-22> 2541 2805 www.raymond.in

RL/SE/24-25/62 June 21, 2024

The Department of Corporate Services BSE Limited Ground floor, P. J. Towers Dalal Street, Fort Mumbai - 400 001, India Scrip Code: 500330

National Stock Exchange of India Ltd. Listing Department, Exchange Plaza, Plot No. C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai - 400 051, Symbol: RAYMOND

Dear Sir /Madam,

  • Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

  • Ref: Update on the Composite Scheme of Arrangement of Raymond Limited (the "Demerged Company" or "RL") and Raymond Lifestyle Limited (formerly known as Raymond Consumer Care Limited) ("RLL" or the "Resulting Company" or the "Transferee Company") and Ray Global Consumer Trading Limited ("RG" or the "Transferor Company") and their respective shareholders ("Scheme")

Further to our letter no. RL/SE/24-25/58 dated June 14, 2024 in the captioned Scheme and in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015, this is to update that the Hon'ble National Company Law Tribunal, Mumbai ("NCLT") has vide an order dated June 21, 2024 ("Order") approved the Scheme.

The copy of the Order, as available on the website of the NCLT, is enclosed herewith for your information and records. The certified copy of the Order shall be obtained in due course.

The Scheme envisages demerger of lifestyle business carried on by the Company through itself and its subsidiaries into RLL and the consequent issuance of equity shares by RLL to all the shareholders of RL in the manner provided for in the Scheme. Further, equity shares of RLL will be listed on the Stock Exchanges.

With this, the Scheme has been approved by all the requisite authorities and procedural formalities in relation to the implementation of the Scheme will be completed in due course. The Record Date for the purpose of determining eligibility of shareholders to get the shares of RLL will be announced separately.

==> picture [31 x 41] intentionally omitted <==

==> picture [75 x 73] intentionally omitted <==

REGISTERED OFFICE

Plot No. 156/H No. 2, Village Zadgaon, Ratnagiri • 415 612, Maharashtra Tel: (02352) 232514 Fax, (02352) 232513

==> picture [130 x 46] intentionally omitted <==

SECRETARIAL DEPARTMENT

Jekegram, Pokhran Road No. I, Thane (W) - 400 606 Maharashtra, India GIN No : Ll7117MH1925PLCOOl20B Tel : (91-22) 4036 7000 / 6152 7000 Fax : (91-22125412805 www.raymond.in

The Scheme will come into effect from the date of filing of the certified copy of Order with the Registrar of Companies (i.e. the 'Effective Date' as per the Scheme).

Thanking you

Yours faithfully, For Raymond Limited c::::Z::::--- Rakesh Darji 0a. Company Secretary

==> picture [74 x 75] intentionally omitted <==

Encl.: As above

==> picture [31 x 40] intentionally omitted <==

REGISTERED OFFICE

Plot No. 156/H No. 2, Village Zadgaon, Ratnagiri - 415 612, Maharashtra Tel: (02352) 232514 Fax: (02352) 232513

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA (CAA)/281/MB/2023

In the matter of the Companies Act, 2013;

AND

In the Matter of

Section 230-232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016;

AND

In the matter of Arrangement Between

Raymond Limited

(“Demerged Company”)

And

Raymond Lifestyle Limited

(“Resulting Company or Transferee Company”)

And

Ray Global Consumer Trading Limited

(“Transferor Company”)

And

their respective Shareholders

Raymond Limited [CIN: Ll7117MH1925PLC001208]

… First Petitioner Company/

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

_______________ Raymond Lifestyle Limited … Second Petitioner Company/ [CIN: U74999MH2018PLC316288]

Ray Global Consumer Trading Limited …Third Petitioner Company/ [CIN: U74999MH2018PLC316376]

Order delivered on: 21.06.2024

Coram:

Smt. Anu Jagmohan Singh Mr. Kishore Vemulapalli Hon’ble Member (Technical) Hon’ble Member (Judicial) Appearances : For the Petitioner : Mr. Hemant Sethi, Ms. Devanshi Sethi, i/b. Hemant Sethi & Co. For the Regional Director (WR) : Mr. Tushar Wagh, Deputy Director. For Income tax Department : Ms. Prachi Wazalwar, Advocate.

ORDER

  1. Heard the learned Counsel for the Petitioner Companies and the representative of the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai. No objector has come before this Tribunal to oppose the Scheme nor has any party raised objection in the Petition.

  2. Ld. Counsel for the Petitioner Company submits that the sanction of this Tribunal is sought under Section 232 read with Section 230 and Section 66 and other applicable provisions of the Companies Act, 2013 and in the matter of Composite Scheme of Arrangement between Raymond

Page 2 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

_______________ Limited (the “Demerged Company” or “First Petitioner Company”) and Raymond Lifestyle Limited (formerly known as Raymond Consumer Care Limited) (“the “Resulting Company” or the “Transferee Company” or “Second Petitioner Company”) and Ray Global Consumer Trading Limited ( the “Transferor Company” or “Third Petitioner Company”) and their respective Shareholders (‘Scheme’).

  1. Learned Counsel for the Petitioner Companies further submits that the First Petitioner Company is a leading Indian textile, lifestyle and branded apparel company with a wide network of operations in local as well foreign markets. The First Petitioner Company is also engaged in development of residential/ commercial real estate projects. The equity shares of the First Petitioner Company are listed on the BSE Limited and National Stock Exchange of India Limited, the Second Petitioner Company is engaged primarily in the business of manufacture and sale of condoms and marketing of fastmoving consumer goods. The Second Petitioner Company is an unlisted public company and that the Third Petitioner Company is engaged primarily in the business of investment in shares of the group companies. The Third Petitioner Company is an unlisted public company.

  2. Ld. Counsel for the Petitioner Company submits that the Scheme has been approved by the Board of Directors of the Petitioner Companies in their respective meeting held on 27[th] April 2023 . The Appointed Date fixed under the Scheme is 1[st] April 2023 .

Page 3 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

  1. Ld. Counsel for the Petitioner Companies submits that the consideration of the Scheme, as determined by the Joint Valuation report dated 27[th] April 2023 issued by KPMG Valuation Services LLP, Registered Valuers and BDO Valuation Advisory LLP, Registered Valuers is attached to the Company Scheme Petition. The Share Exchange ratio is as follows:

For Equity Shareholders of the First Applicant Company/ Demerged Company

Upon this Scheme becoming effective and upon vesting of the Lifestyle Business Undertaking of the Demerged Company into the Resulting Company, the Resulting Company shall, without any further application or deed, issue and allot to the shareholders of the Demerged Company whose name appears in the register of members of the Demerged Company as on the Record Date or to their respective heirs, executors, administrators, legal representatives or the successors in title, as the case may be as may be recognized by the Board of Directors of the Resulting Company, in the following proportion:

“Four [4 Only] equity share of Raymond Lifestyle Limited (formerly known as Raymond Consumer Care Limited) of INR 2/- each fully paid up for every Five [5 Only] equity shares of Raymond Limited of INR 10/- each fully paid up.” For Equity Shareholders of the Third Applicant Company/ Transferor Company

Page 4 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

“Upon this Scheme becoming effective and upon amalgamation of the Transferor Company into the Transferee Company in terms of this Scheme, the Transferee Company shall, without any application, act or deed, issue and allot equity shares, credited as fully paid up, to the extent indicated below, to the members of Transferor Company (other than itself) holding fully paid-up equity shares of Transferor Company and whose names appear in the register of members of the Transferor Company as on the Record Date, or to such of their respective heirs, executors, administrators or other legal representatives or other successors in title as may be recognized by the Board of Directors of the Transferor Company / Transferee Company in the following proportion:

“Two [2 Only] equity share of Raymond Lifestyle Limited (formerly known as Raymond Consumer Care Limited) of INR 2/- each fully paid up for every One [1 Only] equity shares of Ray Global Consumer Trading Limited of INR 10/- each fully paid up.”

6. Learned Counsel for the Petitioner Companies states that the Rationale for the Scheme is as follows:

The business presently undertaken by RL (directly and indirectly) comprise the lifestyle business and the nonlifestyle business both of which have different requirements and are operated independent of each other as separate business verticals. The requirements of each business, including in terms of capital, operations, knowledge, nature of risk, competitive advantages and strategies, and

Page 5 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

regulatory compliances are very distinct when compared with the other. Each of these business verticals are significantly large and mature and have a distinct attractiveness to divergent set of investors, strategic partners and other stakeholders.

To unlock the potential value of each business vertical, it is proposed through this Scheme, to: (i) completely segregate the lifestyle business and the non-lifestyle business and create two strong and distinctive platforms and flagship listed entities; (ii) amalgamate RG with RLL to rationalize, simplify and streamline the group structure.

  • a. The lifestyle business and the non-lifestyle business have both achieved scale and experience to sustain business on the basis of their own strengths. Additionally, both businesses deal with different sets of industry dynamics in the form or nature of risks, competition, challenges, opportunities and business methods. Hence, segregation of the two businesses would enable focused managements to explore the potential business opportunities more effectively and efficiently;

  • b. Demerger will enable both RL & RLL to enhance business operations resulting in operational synergies and achieving zero net debt for lifestyle business and non-lifestyle business by streamlining operations, more efficient management control and outlining independent growth strategies;

Page 6 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

==> picture [164 x 33] intentionally omitted <==

  • c. Each business will be able to target and attract new investors with specific knowledge, expertise and risk appetite corresponding to their own businesses. Thus, each business will have its own set of likeminded investors, thereby providing the necessary funding impetus to the long-term growth strategies of each business;

  • d. Demerger will enhance efficiencies and will have different business interest into separate corporate entity, resulting in operational synergies, simplification, focused management, streamlining and optimization of the group structure and efficient administration;

  • e. The demerger will unlock value of both businesses and result in shareholder value maximisation;

  • f. The Amalgamation will further streamline the corporate structure of RLL by aligning the interest of various shareholders directly;

  • g. Pursuant to the Scheme, the equity shares issued by RLL would be listed on BSE and NSE. The existing shareholders of RL would hold the shares of two (2) listed entities after the Scheme becoming effective; giving them flexibility in managing their investments in the two businesses having differential dynamics.

  • The Regional Director has filed a Report dated 30 April 2024 praying that this Tribunal may pass such orders, as it thinks fit, save and except as stated in paragraph 2 (a) to (m). In response to the observation made by the Regional Director,

Page 7 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

the Petitioner Companies have also given necessary undertakings and clarification vide their rejoinder affidavit dated 03 May 2024. The observations made by the Regional Director and the clarifications and undertakings given by the Petitioner Companies are summarized in the table below:

Sr.
No.		 RD Report/Observations Response
of
the
Petitioner Companies
a) In compliance of AS-14 (IND
AS-103),
the
Demerged
Company,
Resulting/Transferee
Company
and
Transferor
Company shall pass such
accounting entries which are
necessary in connection with
the scheme to comply with
other applicable Accounting
Standards such as AS-5 (IND
AS-8) etc.		 So far as the observation in
paragraph
2(a)
of
the
Report of the Regional
Director is concerned, the
Petitioner
Companies
submits that the Demerged
Company,
Resulting
Company/
Transferee
Company and Transferor
Company undertakes that
in addition to compliance
of
IND-AS
103
for
accounting treatment, the
Petitioner Companies shall
pass
such
accounting
entries
as
may
be
necessary in connection
with the Scheme to comply
with
other
applicable
accounting standards such
as IND-AS 8, as applicable.

Page 8 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

b) As
per
Definition
of
the
Scheme,
1.4 “Appointed Date”means
1 April 2023, or any other
date as may be determined by
the
Appropriate
Authority,
being the date from which this
Scheme shall be deemed to be
effective,
in
the
manner
described in the Clause 4 of
this
Scheme.
1.6 “Effective Date”means
the last of the dates on which
the certified copies of the
Order(s)
of
the
NCLT
sanctioning the Composite
Scheme
of
Arrangement
(“Order(s)”) is filed with the
respective
Registrar
of
Companies by the Demerged
Company,
the
Resulting
Company/
Transferee
Company and the Transferor
Company. All the references
in this Scheme to the words
“Scheme taking effect” or
“upon the Scheme becoming
effective”
shall
be
with

So far as the observation in
paragraph
2(b)
of
the
Report of the Regional
Director is concerned, the
Petitioner
Companies
submits that the Appointed
Date is 1 April 2023 in
accordance
with
the
Scheme.
The
Petitioner
Companies
further
submits that the Petitioner
Companies
will
comply
with the requirements as to
Appointed
Date
and
Effective Date, as clarified
vide
circular
no.
F.
No.7/12/2019/CL-1 dated
21.08.2019 issued by the
Ministry
of
Corporate
Affairs.

Page 9 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

reference
to
the
Effective
Date.
1.17 “Record Date”means
the date to be fixed by the
Board of Directors of the
Demerged
Company
in
consultation with the Board of
Directors of the Resulting
Company/
Transferee
Company or a committee of
persons duly authorized by
the Board of Directors, for the
purpose
of
issuance
and
allotment of equity shares of
the
Resulting
Company/Transferee
Company and for the purpose
of determining the holders of
NCDs of RL, if any, who will
become holders of such NCDs
in RCCL as may be required
pursuant to this Scheme;
In this regard, it is submitted
that Section 232 (6) of the
Companies Act, 2013 states
that the scheme under this
section shall clearly indicate
an appointed date from which

Page 10 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

it shall be effective and the
scheme shall be deemed to be
effective from such date and
not at a date subsequent to
the appointed date. However,
this aspect may be decided by
the Hon’ble Tribunal taking
into
account
its
inherent
powers.
The Petitioners may be asked
to
comply
with
the
requirements as clarified vide
circular
no.
F.
No.
7/12/2019/CL-I
dated
21.08.2019 issued by the
Ministry of Corporate Affairs.
c) The
Demerged
Company,
Resulting/Transferee
Company
and
Transferor
Company have to undertake
to
comply
with
section
232(3)(i) of Companies Act,
2013, where the transferor
company is dissolved, the fee
and stamp duty paid by the
transferor company on its
authorised capital shall be
set-off against fees and stamp		 So far as the observation in
paragraph
2(c)
of
the
Report of the Regional
Director is concerned, the
Petitioner
Companies
submits that the setting off
of
fees
paid
by
the
Transferor Company on its
Authorised Share Capital
shall be accordance with
provisions
of
section
232(3)(i) of the Companies

Page 11 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

___ ______ ___________ CP (CAA)/38/MB-IV/2024
IN
CA(CAA)/281/MB/2023
_______
duty payable by the transferee
company on its authorised
capital subsequent to the
amalgamation and therefore,
petitioners to undertake that
the transferee company shall
pay the difference of fees and
stamp duty.		 Act, 2013 and that the
Transferee Company shall
pay the difference of fees
and stamp duty.
d) The Hon’ble Tribunal may
kindly seek the undertaking
that this Scheme is approved
by the requisite majority of
members and creditors as per
Section 230(6) of the Act in
meetings duly held in terms of
Section 230(1) read with 7
sub-section
(3)
to
(5)
of
Section 230 of the Act and the
Minutes
thereof
are
duly
placed before the Tribunal.		 So far as the observation in
paragraph
2(d)
of
the
Report of the Regional
Director is concerned, the
Petitioner
Companies
submits that the Scheme is
approved by the requisite
majority of members and
creditors as per Section
230(6) of the Companies
Act, 2013 in meetings duly
held in terms of Section
230(1)
read
with
sub-
section (3) to (5) of Section
230 of the Companies Act,
2013 and the minutes
thereof are duly placed
before the Tribunal.
e) It
is
submitted
that
the
Demerged
company
and		 So far as the observation in
paragraph
2(e)
of
the

Page 12 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

___ ______ ___________ _______
Resulting/Transferee
Company has submitted list
of assets & liabilities to be
transferred
to
resulting
company on appointed date
vide
its
reply
dated
23.02.2024 as Annexure F
(copy annexed asAnnexure
A-1).
However,
both
Petitioners shall undertake to
protect
the
interest
of
creditors.		 Report of the Regional
Director is concerned, the
Petitioner
Companies
submits that interest of
creditors
shall
be
protected.
f) The
Demerged
Company,
Resulting/Transferee
Company
and
Transferor
Company
shall
be
in
compliance
with
the
provisions of Section 2(1B) of
the Income Tax Act, 1961. In
this regard, the Demerged
Company,
Resulting
Company
and
Transferor
Company
shall
ensure
compliance
of
all
the
provisions of Income Tax Act
and Rules thereunder;		 So far as the observation in
paragraph
2(f)
of
the
Report of the Regional
Director is concerned, the
Petitioner
Companies
submits that the Petitioner
Companies shall be in
compliance
with
the
provisions of Section 2(1B)
of
the
Income-tax
Act,
1961
and
all
other
provisions of Income-tax
Act,
1961
and
Rules
thereunder.
g) The Demerged company is
listed
company,
so
the		 So far as the observation in
paragraph
2(g)
of
the

Page 13 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

CP (CAA)/38/MB-IV/2024
IN
CA(CAA)/281/MB/2023
___ ______ ___________ _______
Hon’ble tribunal may direct
the petitioner companies to
comply
with
observations
letters issued by BSE, NSE
and other regulators where
shares of Demerged Company
are listed including Stock
Exchange
Board
of
India
(SEBI) for the purpose of
present
scheme
under
regulations made there under.		 Report of the Regional
Director is concerned, the
Petitioner
Companies
submits
that
it
shall
comply with observations
letters issued by BSE, NSE
and
other
regulators
including Securities and
Exchange Board of India
(SEBI).
h) The
Demerged
Company,
Resulting/Transferee
Company
and
Transferor
Company shall undertake to
comply with the directions of
the I.T. Department and GST
Department, if any.		 So far as the observation in
paragraph
2(h)
of
the
Report of the Regional
Director is concerned, the
Petitioner
Companies
submits that the Petitioner
Companies shall be in
compliance
with
the
directions, if any, given by
Income-tax
department
and GST department.
i) The
Demerged
Company,
Resulting/Transferee
Company
and
Transferor
Company shall undertake to
comply with the directions of		 So far as the observation in
paragraph
2(i)
of
the
Report of the Regional
Director is concerned, the
Petitioner
Companies
submits that the Petitioner

Page 14 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

___ ______ ___________ _______
the
concerned
sectoral
Regulator, if so required.		 Companies shall be in
compliance
with
the
directions, if any, given by
concerned
sectoral
regulators.
j) It
is
observed
from
the
scrutiny
of
Independent
auditor’s
report
for
the
Financial Year 2022-2023 of
Transferee/Resulting
Company
i.e.
Raymond
Consumer Care Limitedthat
the
auditor
has
made
observation at Annexure B of
said report at point no. vii. (a)
(relevant portion of said
report
are
Annexed
as
Annexure A-2)referring to
Note
34
on
contingent
liability.		 The Petitioners clarify that
as
and
when
the
contingent
liability
crystallizes, the Resulting
Company,
being
the
surviving entity shall pay
the liability, if any.
Further,
the
Petitioner
Companies submits that
the charge created by the
Resulting
Company/
Transferee
Company
as
provided in Note 46.1 and
46.2
of
the
financial
statements of FY23 have
been
registered
by
the
Resulting
Company/
Transferee Company on 27
August 2021 and further
modified on 8 December
2021. Form CHG-1 filed by
the Resulting Company/

Page 15 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

Further inNote 46.1 and
46.2of the said report cited
supra the Auditor has given
details of the satisfaction of
charge and registration of
charge which are yet to be
registered with RoC and the
relevant portion of said report
are Annexed as Annexure A-3.
In view of the above, the
Hon’ble Tribunal may pass
appropriate
orders
after
considering
the
remarks
made by Independent Auditor
placed on record by the
Directorate and reply in this
connection submitted by the
Petitioner companies.		 Transferee Company along
with
certificate
of
registration
for
creation
and modification of charge
received from Registrar of
Companies, Mumbai have
been attached herewith as
Annexure A1 to Annexure
A4.
Further, the above charge
has been satisfied on 8
September
2023.
Form
CHG-4
filed
by
the
Resulting
Company/
Transferee Company along
with
certificate
of
satisfaction
of
charge
received from Registrar of
Companies, Mumbai have
been attached herewith as
Annexure
B1
and
Annexure B2.
k) It is observed in clause 28 of
the scheme attached with the
Petition
which
inter-alia
provides as under:-		 So
far
as
observations
made Para 2k the same are
factual in nature. Clause
28 of the Scheme factually
provides
for
capital

Page 16 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

“28.1.
On
the
Scheme
becoming effective, the equity
shares
of
the
Transferee
Company
held
by
the
Transferor
Company
shall
stand cancelled. Accordingly,
the
share
capital
of
the
Transferee
Company
shall
stand reduced to the extent of
face value of shares held by
the Transferor Company in
the Transferee Company.
28.2. Such reduction of share
capital
of
the
Transferee
Company
as
provided
in
Clause 28.1 above shall be
effected as an integral part of
the Scheme and the orders of
the NCLT sanctioning the
Scheme shall be deemed to be
an order under Section 66 of
the
Act
confirming
the
reduction and no separate
sanction under Section 66 of
the Act will be necessary. The
Transferee Company shall not
be required to add the words		 reduction.
It
forms
an
integral part of the Scheme
and envisages cancellation
of shares on account of
cross holding between the
Transferor Company and
the Transferee Company
pursuant to merger of the
Transferor Company with
the Transferee Company.

Page 17 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

"and reduced" as a suffix to its
name consequent upon such
reduction.”
With regard to above, it is
submitted
that
as
per
explanation
to
sub-section
(12) of Section 230 which
provides that:-
Explanation.—For
the
removal of doubts, it is hereby
declared that the provisions of
section 66 shall not apply to
the reduction of share capital
effected in pursuance of the
order of the Tribunal under
this section.
Accordingly, the orders of the
NCLT sanctioning the Scheme
under section 230-232 of
Companies Act, 2013 shall be
deemed to be an order under
Section
66
of
the
Act
confirming the reduction and
no separate sanction under
Section 66 of the Act will be
necessary.
The
facts
is
submitted
for
kind

Page 18 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

information and approval of
the scheme on merits of the
case.
l) That on examination of the
report of the Registrar of
Companies,
Pune
dated
16.04.2024
(Annexed
as
Annexure
A-4)
that
the
Demerged
Company
fall
within
the
jurisdiction
of
ROC, Pune. It is submitted
that no complaint and /or
representation regarding the
proposed
scheme
of
Amalgamation
has
been
received
against
the
Demerged Company. Further,
the Demerged Company has
filed Financial Statements up
to
31.03.2023
further
observations in ROC report
are as under: -
i)
That the ROC Pune in
his report dated 16.04.2024
has stated that no Inquiry,
inspection,
investigation
&
prosecution
is
pending		 So far as the observation in
paragraph 2(l)(i) of the
Report of the Regional
Director is concerned, as
per report of the Registrar
of Companies, Pune dated
16
April
2024
the
Petitioner
Companies
noted
that
no
inquiry,
inspection, investigation &
prosecution
is
pending
against
the
Demerged
Company.

Page 19 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

against
the
Demerged
Company.
ii)
The
matter
may
be
decided on its merits.
m) That on examination of the
report of the Registrar of
Companies, Mumbai dated
28/03/2024
(Annexed
as
Annexure
A-5)
that
the
Resulting/Transferee
Company
and
Transferor
company
fall
within
the
jurisdiction of ROC, Mumbai.
It
is
submitted
that
no
complaint
and
/or
representation regarding the
proposed
scheme
of
Amalgamation
has
been
received
against
the
Resulting/Transferee
Company
and
Transferor
company.
Further,
the
Resulting/Transferee
Company
and
Transferor
company has filed Financial
Statements up to 31.03.2023
further observations in ROC
report are as under: -		 The Petitioner Companies
submits that:
i) As per report of the
Registrar
of
Companies, Mumbai
dated
28
March
2024,
no
inquiry,
inspection,
investigation
&
prosecution
is
pending against the
Resulting Company/
Transferee Company
and
Transferor
Company.
ii) The setting off of fees
paid
by
the
Transferor Company
on
its
Authorised
Share Capital shall
be accordance with
provisions of section
232(3)(i)
of
the
Companies Act, 2013

Page 20 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

i) That the ROC Mumbai in
his
report
dated
28.03.2024 has stated
that
no
Inquiry,
inspection, investigation
& prosecution is pending
against
the
Resulting/Transferee
Company and Transferor
company.
ii) As per the provisions of
Section 230(3)(i) of the
Companies Act, 2013,
where
the
transferor
company is dissolved,
the fee, if any, paid by
the transferor company
on its authorized capital
shall be set off against
any fees paid by the
Transferee Company on
its
authorized
capital
subsequent
to
the
amalgamation.
Therefore, remaining fee,
if any after setting off the
fees already paid by the
transferor company on		 and
that
the
Transferee Company
shall
pay
the
difference of fees and
stamp duty.
iii) The
Resulting
Company/
Transferee Company
have amended the
Memorandum
of
Association
vide
board
resolution
dated 25 April 2023.
By way of the said
resolution,
the
Resulting Company/
Transferee Company
have added Clause
III(a)(3)
to
the
Memorandum
of
Association, thereby
incorporating objects
relating
to
the
Demerged
Undertaking of the
Demerged Company.
Board
Resolution
along with MGT-14

Page 21 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

___ ______ ___________ CP (CAA)/38/MB-IV/2024
IN
CA(CAA)/281/MB/2023
_______
its authorized capital,
must be paid by the
Transferee Company on
the increased authorized
capital
after
the
amalgamation.
iii) The objects of Applicant
Companies
are
not
similar,
hence,
Transferee
Company
may
be
directed
to
amend its objects clause
prior to merger.
iv) Interest of the creditors
should be protected.
May be decided on its merits.		 filed by the Resulting
Company/
Transferee Company
is attached herewith
asAnnexure C1and
Annexure
C2,
respectively. Further,
the main objects of
the
Transferor
Company are already
included in the object
clause
of
the
Resulting Company/
Transferee Company.
Interest of the creditors
shall be protected.

  1. That the Authorised Representative for the Regional Director and Ld. Counsel for the Income Tax appeared and submitted that their observations/ objections have been satisfactorily explained by the Petitioner Company and are acceptable to them. Hence, the Regional Director and Income Tax does not have any further objection to the proposed Scheme Company Petition.

  2. That the Official Liquidator has filed its report with the NCLT, inter alia stating herein that, the affairs of the Transferor Company have been conducted in proper manner and the Scheme is not prejudicial to the interest of public. Further,

Page 22 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

the Transferor Company may be ordered to be dissolved without winding up.

  1. That the Income Tax Department will be at liberty to examine the aspect of any tax payable as a result of this scheme and, it shall be open to the income tax authorities to take necessary action as possible under the Income Tax Law.

  2. The Petitioner Companies has filed an Additional Affidavit dated 3[rd] May 2024 stating that the name of the Second Petitioner Company has been changed from “ Raymond Consumer Care Limited ” to “ Raymond Lifestyle Limited ” vide Certificate of Incorporation received on 02[nd] May 2024 from Ministry of Corporate Affairs.

  3. From the material on record, the Scheme appears to be fair and reasonable and is not in violation of any provisions of law and is not contrary to public policy.

  4. All the assets and liabilities including taxes and charges, if any and duties of the Transferor Company, shall pursuant to Section 232 of the Companies Act, 2013, be transferred to and become the assets, liabilities and duties of the Transferee Company.

  5. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition bearing C.P.(CAA)/38/MB/2024 filed by the Petitioner Companies is made absolute in terms of prayers clause of the said Company Scheme Petition.

  6. That the Petitioner Companies are directed to file a certified copy of this order along with a copy of the Scheme with the

Page 23 of 24

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV

CP (CAA)/38/MB-IV/2024 IN CA(CAA)/281/MB/2023

concerned Registrar of Companies, electronically, along with e-Form INC-28, within 30 (thirty) days from the date of receipt of order, duly certified by the Designated Registrar of this Tribunal.

  1. The Petitioner Companies to lodge a certified copy of this order and the Scheme duly certified by the Designated Registrar of this Tribunal, with the concerned Superintendent of Stamps, for the purpose of adjudication of stamp duty payable, if any, on the same within 60 (sixty) days from the date of receipt of certified copy of the order.

  2. All concerned Regulatory Authorities to act on a copy of this Order duly certified by the Designated Registry of this Tribunal, along with a copy of the Scheme.

  3. Ordered accordingly.

Sd/Sd/-

Anu Jagmohan Singh Kishore Vemulapalli Member (Technical) Member (Judicial)

/Dubey/

Page 24 of 24

More from Raymond Limited

Regulatory Filings 2026
Jun 5
Regulatory Filings 2026
Jun 5
Regulatory Filings 2026
Jun 5
Regulatory Filings 2026
Jun 5
Regulatory Filings 2026
Jun 4
Regulatory Filings 2026
Jun 4
Regulatory Filings 2026
May 29
Regulatory Filings 2026
May 29
Regulatory Filings 2026
May 29
Regulatory Filings 2026
May 28
View all filings →