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2023 (7) TMI 638 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL , PRINCIPAL BENCH , NEW DELHIScheme of Rearrangement - demerger/transfer of business - the Demerged Company RPPMSL is a wholly-owned subsidiary of the Appellant Company RIL - Requirement of getting consent from creditors and shareholders - Discretionary power of NCLT - Validity of order of NCLT to direct the Appellant Company to obtain consent affidavits of at least ninety percent of value of total Secured Creditors as per section 230(9) of the Companies Act, 2013 or to hold meeting of Secured Creditors as per section 230(6) of the Companies Act, 2013 HELD THAT:- It is seen from the averments and pleadings of the Appellant made as Applicant before NCLT, which is also noted in the Impugned Order, that RPPMSL is a wholly-owned subsidiary of the RIL and further that no shares are required to be issued or allotted as consideration after implementation of the proposed Scheme. Also, admittedly the rights of the shareholders of RIL will not be affected after implementation of the Scheme, as no new shares are proposed to be issued in consideration neither there is any reorganization of the shareholding structure of the RIL. In Section 232(1) of the Companies Act it is left to the discretion of the Tribunal, as the word used is ”may”, regarding the holding of meeting of the creditors or class of creditors or members or class of members in the manner directed by the Tribunal - this discretion given in section 232(1) to the Tribunal has been interpreted by Hon’ble Bombay High Court in the matter of Mahaamba Investments Limited [2001 (1) TMI 904 - HIGH COURT OF BOMBAY] and Eurokids India Pvt. Ltd. [2014 (12) TMI 1380 - BOMBAY HIGH COURT] and also by this Tribunal in the matter of Patel Hydro Power Private Limited [2021 (12) TMI 967 - NATIONAL COMPANY LAW APPELLATE TRIBUNAL , PRINCIPAL BENCH , NEW DELHI] that if the Transferor Company is wholly owned subsidiary of the Transferee Company and there is no reorganization of the share capital of Transferee Company and the creditors and shareholders of the Transferee Company are not affected by the implementation of the Scheme as the assets of the Transferee Company and the Transferor Company far exceed their liabilities, the requirement for holding meetings of the shareholders, secured and unsecured may be dispensed with. The impugned order set aside - it is directed that the convening and holding of meetings of Equity Shareholders, Secured and Unsecured Creditors of the Appellant Company RIL is dispensed with and further consent affidavits of 90% of the total value of shareholders and secured creditors and all unsecured creditors will not be necessary at this stage - appeal allowed.
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