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2021 (4) TMI 491 - AT - Insolvency and BankruptcyDispensation of the meeting of the Equity Shareholders and Creditors of the Appellant Company - whether filing of separate Petition by the transferee company is necessary? - HELD THAT:- From the perusal of the pleadings it is amply clear that the Appellant Company is a 100% holding of its Subsidiary i.e. the transferor Company. Therefore, there is no issuance of any new shares, there is no reorganisation of share capital of the Appellant Company and no arrangement wherein shareholders have to compromise with creditors of the Transferor Company. Further, it is also seen that the net worth of the Appellant Company is highly positive in compare to the net worth of the Transferor Company. Hon’ble High Court of Bombay in the matter of ‘Mahaamba Investments Ltd.’vs ‘IDI Ltd.’, [2001 (1) TMI 904 - HIGH COURT OF BOMBAY] whereby it is clear that an Application filed by the Transferor Company or Transferee Company, a separate Application is not necessary by the Transferee/Transferor Company. Further, this Tribunal in the matter of ‘DLF Phase –IV Commercial Developers Ltd. & Ors.’ [2019 (8) TMI 829 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL NEW DELHI] dispensed with the meetings of the Creditors and shareholders. However, the facts of the DLF matter are little different i.e. in the DLF matter the written consent was obtained by way of an ‘Affidavit’. This Tribunal allowed the Appeal by setting aside the order of the Tribunal where the Learned Tribunal rejected the approval seeking the dispensation of the meetings of creditors and shareholders. In the present case the Learned Tribunal ought to have dispensed with the meetings of the Equity shareholders and Creditors of the Appellant Company. The only objection taken by the Learned NCLT that no written consent by way of an Affidavit’ of the Shareholders and Creditors, were filed. The meetings of the Equity shareholder, Secured and Unsecured Creditors of the Appellant Company is dispensed with - matter is remanded back to the NCLT for further Consideration - appeal allowed.
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