TMI Blog2022 (8) TMI 233X X X X Extracts X X X X X X X X Extracts X X X X ..... r issue involved in this Appeal, therefore, this Tribunal comes to a resultant conclusion that no meeting of unsecured creditors is warranted. The direction passed by the NCLT dated 01.06.2022 with regard to convening the meeting of unsecured creditors of Appellant No.1 (Demerged Company) is dispensed with - Appeal allowed. - Company Appeal (AT) (CH) No. 39 of 2022 - - - Dated:- 2-8-2022 - [ Justice M. Venugopal ] Member ( Judicial ) And [ Kanthi Narahari ] Member ( Technical ) For the Appellant : Dr. K. S. Ravichandran , PCS JUDGMENT ( Virtual Mode ) KANTHI NARAHARI , MEMBER ( TECHNICAL ) Preamble: The Present Appeal is filed under Section 421 of the Companies Act, 2013 against the order dated 01.06.2022 passe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ger falling within the meaning of Sections 230 to 232 of the Companies Act, 2013 between the Demerged Company and the Resulting Company. The Demerged Company has been engaged in the business of dealing in institutional equities comprising of stock broking and equity research services, merchant banking services, depository participants services and investment activities, since its incorporation on 02.02.1998. The demerged company is a going concern, financially sound and solvent and the scheme does not involve any compromise with any of the stakeholders. Both the companies are solvent and will be able to meet their respective liabilities and other obligations. The demerged company has also produced solvency certificate duly signed by the aut ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r the Appellant and perused the pleadings, documents and citations relied upon by him. It is apt to note that the Learned NCLT vide impugned order dated 01.06.2022 directed to convene a meeting of unsecured creditors of the Appellant No.1 Company (Demerged). However, the contention of the Learned PCS is that the Appellant No.1 Company is a solvent company and financially sound and the scheme does not involve any compromise with any of the stakeholders. It is also stated that both the Companies are commercially solvent and will be able to meet their respective liabilities and other obligations. At page 321 of Volume-II a certificate issued by the Chartered Accountant is enclosed wherefrom it is seen that the total value of the only secured c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... clusion that no meeting of unsecured creditors is warranted. Hence, this Tribunal pass the following order: i) The direction passed by the NCLT dated 01.06.2022 with regard to convening the meeting of unsecured creditors of Appellant No.1 (Demerged Company) is dispensed with. ii) Consequently, the impugned order dated 01.06.2022 whereby it directed the Appellant company to convene the meeting of unsecured creditors on 20.07.2022 at 11 a.m. at the registered office of the demerged company is hereby set aside. iii) The Appellants are liberty to proceed with filing of petition for sanctioning the scheme in accordance with law. 11. Accordingly, the Appeal is allowed. No orders as to cost. Applications if any, pending stand closed. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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