Case Law Details
Indo Thai Securities Limited Vs Indo Thai Financial Services Limited (NCLT Indore)
Conclusion: Tribunal directed convening of meetings of equity shareholders and unsecured creditors of the transferor company, dispensed with other meetings as prayed, and issued consequential directions regarding notices, advertisements, quorum, reporting and filing of the second motion petition for final approval of the scheme.
Held: Assessee was a listed company engaged in broking and distribution, real estate and green technology businesses. It has 17,326 equity shareholders and was listed on both the BSE and NSE. ITFSL was incorporated in September 2025 as a wholly owned subsidiary of ITSL. Following the proposed demerger, it was intended to carry on the broking and distribution business. The company had seven shareholders, comprising ITSL and six nominee shareholders. It had no secured or unsecured creditors. The boards of both companies approved the scheme on October 13, 2025. Under the proposed arrangement, ITSL’s broking and distribution undertaking would be transferred to ITFSL as a going concern. The scheme also provided for cancellation of ITFSL’s existing paid-up share capital and listing of its equity shares on the BSE and NSE. Explaining the rationale behind the restructuring, the companies submitted that the move would allow ITFSL to focus exclusively on the broking and distribution business. ITSL, in turn, would be able to streamline its remaining operations. The companies further submitted that separating the businesses would unlock value, support focused growth, enable independent capital allocation and facilitate balance-sheet management suited to the requirements of each business vertical. According to the application, the scheme did not prejudice the interests of promoters, non-promoter shareholders, directors, key managerial personnel, employees, creditors or other stakeholders. The record also noted that no investigation or inspection was pending against either company under the Companies Act. At the same time, two income-tax assessment appeals involving ITSL were pending in the ordinary course. ITSL has three secured creditors and 1,004 unsecured creditors. All three secured creditors furnished consent affidavits approving the scheme. ITFSL’s seven shareholders also submitted consent affidavits. Since ITFSL has no secured or unsecured creditors, no meetings of creditors were required. Taking note of the consents received, the Tribunal dispensed with meetings of ITSL’s secured creditors and ITFSL’s shareholders. However, it directed that meetings of ITSL’s equity shareholders and unsecured creditors be convened within 45 days through video conferencing or other audio-visual means. Tribunal also directed the companies to serve notices on the Regional Director (North-Western Region), Registrar of Companies, Official Liquidator, Income Tax Authorities, SEBI, NSE, BSE and RBI. Tribunal appointed a Chairperson, Alternate Chairperson and Scrutinizer for conducting the meetings, prescribed quorum requirements, directed publication of advertisements and issuance of individual notices to stakeholders, and mandated filing of affidavits evidencing service and compliance. The applicant companies were also directed to file the second motion petition for sanction of the scheme after completion of the notice process and receipt of representations, if any.
FULL TEXT OF THE NCLT JUDGMENT/ORDER
The case is fixed for pronouncement of the order.
The order is pronounced in open Court vide separate sheet.
1. This first motion Application has been filed on 18.04.2026 by the Applicant Companies, namely Indo Thai Securities Limited (Applicant No.l – Demerged,/Transferor Company or ITSL) & Indo Thai Financial Services Limited(Applicant No.2 Resulting/Transferee Company or ITFSL) under section 230-232 of the companies act, 2013 and in the matter of scheme of arrangement in the nature of demerger between and seeking directions of this Hon’ble Tribunal with respect to:
i. Directions seeking for convening and holding a meeting of the Equity Shareholder of ITSL as it has total 17,326 (Seventeen Thousand Three Hundred and Twenty Six) Equity Shareholders holding entire paid-up share capital of Rs. 12,86,18,I90/- (Rs. Twelve Crores Eighty Six Lakhs eighteen Thousand One Hundred Ninety divided into 12,86,18,190 (Twelve Crores Eighty Six Lakhs Eighteen Thousand One Hundred Ninety only) Equity Shares of Rs. l/- 1Rs. One only ) each and needs to take their approval by way of the resolution passed by majority of the persons representing three-fourths in value of the equity shareholders attending the meeting at the meeting of the Equity Shareholders to be convened as per directions of this Tribunal.
ii. For dispensing with the requirements for convening /holding meeting of Secured Creditors of ITSL as the consent has been received in writing by way of affidavits from the 100% value of the Secured Creditor.
iii. Directions seeking for convening and holding meeting of the Unsecured Creditors of ITSL as it has total 1004 unsecured creditors for total Rs. 48,85,19,193.96 (Rs. Forty Eight Crores Eighty Five Lakhs Nineteen Thousand One Hundred Ninety Three and paise Ninety Six only) and needs to take their approval by way of the resolution passed by majority of the persons representing three-fourths in value of the unsecured creditors attending the meeting at the meeting of the Unsecured Creditors to be convened as per directions of this Tribunal.
iv. For dispensing with the requirements for convening/holding meeting of the Equity Shareholders of ITFSL as the consent has been received in writing by way of affidavits from 100% value of the Equity Shareholders.(No. of share holders 30,00,000 shares.)
v. As ITFSL does not have any Secured Creditors, it is not required to seek any approval of Scheme by the Secured Creditors.
vi. As ITFSL does not have any Unsecured Creditors, it is not required to seek any approval of Scheme by the Unsecured Creditors.
vii. For deciding date, venue, time and mode of meetings, appointment of the Chairman, alternate Chairman and Scrutinizer of the meetings and publication of notice of the meetings in the newspapers.
(a) fixing the date for the meeting of Equity Shareholder of and Unsecured Creditors of ITSL through the Electronic Mode (Video Conferencing / Other Audio Visual Mode – VC/OAVM) at the Registered Office of ITSL at Capital Tower, 2nd Floor, Plot Nos. 169A-171, PU-4, Scheme No. 54, Indore – 452010 (M.P.);
(b) appointing Advocate Rohit Dubey (Enrolment No. of Madhya Pradesh High Court 1139 of 2019 as the Chairperson; Advocate Jatin Sehgal (Enrolment No. of MP High Court M.N. 1857 of 2011), as the alternate Chairperson and PCS Kaushal Ameta, Practicing Company Secretary of Indore (FCS 8144 and CP 9103) as the scrutinizer for the aforesaid meetings of the Equity Shareholders and Unsecured Creditors of ITSL and fixing the terms of their appointment;
(c) for publication of common notice of the meetings of the Equity Shareholders and Unsecured Creditors of ITSL in the daily Hindi newspaper in and daily English newspaper having wide circulation in the State of Madhya Pradesh, where the Registered Office of ITSL is situated;
(d) the time within which the chairperson of the meeting is required to report on the result of the meeting of the Equity Shareholder and Unsecured Creditors of ITSL to the Tribunal;
(e) fixing the minimum quorum as 30 (Thirty) Members for the meeting of the Equity Shareholder and 5 (Five) Unsecured Creditors of ITSL;
(f) directions for providing notice of the Scheme to following Government/Regulating Authorities in Form CAA-3;
1. The Central Government, Ministry of Corporate Affairs, through the Regional Director, (North Western Region), Ahmedabad by both the Applicant Companies;
2. The Registrar of Companies, Madhya Pradesh at Gwalior by both the Applicant Companies;
3. The Income Tax Authorities having jurisdiction on the Applicant companies by both the Applicant Companies;
4. The Securities and Exchange Board of India Being Regulator by ITSL;
5. BSE Limited (where the equity shares of ITSL is listed).
6. National Stock Exchange of India Limited (where the equity shares of ITSL is listed).
viii. Such further or other order(s), be made and/ or direction or directions be given as this Tribunal may deem fit and proper in the facts and circumstances of the present application, if any.
2. Indo Thai Securities Limited (ITSL) (CIN: L66120MP1995PLC008959; PAN: AAACI4380E) is a publicly listed company limited by shares, incorporated on January 19, 1995, with its registered office at Capital Tower, 2nd Floor, Plot Nos. 169A-171, PU-4, Scheme No. 54, Indore 452010, Madhya Pradesh; contact email: indothaigroup@indothai.co.in. ITSL operates directly and through subsidiaries in broking and distribution, real estate, and green technology businesses. A copy of the Master data at MCA, Certificate of Incorporation and other certificates, issued by the Registrar of Companies, Gwalior and the Memorandum and Articles of Association of ITSL are marked and enclosed as Annexure A-12 (Collv). The Main objects of ITSL as set out in the Object Clause of the Memorandum of Association, are reproduced as under:
(i) To obtain membership of NSE, BSE, MCX-SX or any other recognized stock exchange (including currency derivatives segments) to operate as a stock broker across one or more segments; to act as a sub‑broker or affiliate to other brokers; to join any clearing corporation/house; to apply for membership of OTCEI; and to serve as a depository participant with CDSL and/or NSDL to provide depository services.
(ii) To operate in underwriting and sub-underwriting, and to invest in, acquire, hold, buy, sell or otherwise deal in all types of securities (shares, debentures, warrants, bonds, units, government and corporate obligations) issued in India or abroad; to manage securities (subject to required government approvals); and to provide related services such as securities guarantor, financial consultant, merchant banker, registrar and transfer agent, broker (including exchange and bill broking), and any other activities necessary to achieve these objectives.
(iii) Provide financial advisory and research services, including acting as a SEBI-registered Research Analyst and Investment Advisor, Offer research, analysis, and information on securities, markets, investments, and economic trends, and give investment advice on equity, debt, mutual funds, derivatives, and other instruments. Obtain and maintain all required SEBI and other regulatory registrations, licenses, and approvals (e.g., Research Analyst, Investment Advisor, Portfolio Manager) to comply with applicable laws.
3. The Authorised, Issued, Subscribed and Paid-up Share Capital of ITSL, the Applicant Company No. 1, as on 31st March, 2026 is as under:
| Particulars | Amount (Rs.) |
| Authorised Share Capital | |
| 15,00,00,000 Equity Shares of Rs. 1/- each | 15,00,00,000/- |
| Total | 15,00,00,000/- |
–
| Issued, Subscribed and Paid-up Share Capital | |
| 12,86,18,190 Equity shares of Rs. 1/- each, fully paid up | 12,86,18,190/- |
| Total | 12,86,18,190/- |
Board of Directors has approved scheme of arrangement on 13th October, 2025, there has been no change in the Authorised Share Capital. However, the company has converted the following warrants after approval of the Scheme by the Board of Directors till the date of filing of this application:
(a) 3,49,500 (Three Lakh Forty Nine Thousand Five Hundred) issued at a price of INR 376/- per warrant has been converted into 34,95,000 (Thirty Four Lakhs Ninety Five Thousand) equity shares of face value INR 1/-each, at a premium of INR 36.60/- per share; and
(b) 3,52,300 (Three Lakhs Fifty Two Thousand Three Hundred) issued at a price of INR 500/- per warrant has been converted into 35,23,000 (Thirty-Five Lakhs Twenty Three Thousand) equity shares of face value INR 1/-each, at a premium of INR 49/- per share.
ITSL also have the following outstanding unlisted convertible warrants as on the date of this application:
| Issue Date | Outstanding unlisted convertible warrants | Revised Conversion Ratio pursuant to Corporate Action |
| January 14,2025 | a. 4,82,500 (Four Lakhs Eighty-Two Thousand Five Hundred at a price of INR 500/- per warrant;
b. INR l25l (25% of issued price) per warant is duly paid-up |
10 (ten) equity shares of face value INR 1 /- each, at a premium of INR 49/-per share convertible on or before 13th July, -2026; |
A copy of the latest Audited Financial Statement as at 31st March, 2025 and the Limited Reviewed Financial Statements as at 31st December, 2025 of ITSL is marked and enclosed as Annexure A-14, is reproduced hereunder:
(a) Assets and Liability:
(Rs. in Lakhs)
(b) Profit and Loss:
4. The learned Counsel submits that as on date 20.03.2026, Demerged Company is having total 17,326 (Seventeen Thousand Three Hundred Twenty Six) equity shareholders holding entire paid-up share capital of Rs. 12,86,18,190/- (Rs. Twelve Crores Eighty Six Lakhs Eighteen Thousand One Hundred Ninety only) divided into 12,86,18,190 (Twelve Crores Eighty Six Lakhs Eighteen Thousand One Hundred Ninety only) Equity each. Demerged Company has obtained a certificate from CA Pankaj Kumar Gupta MRN No:404644 PAN NΟ: AΙΕPG8275Η Chartered Accountants, Statutory Auditors of the Company, certifying the list of shareholders as at 20.03.2026, which is annexed and marked as Annexure‑A3 .
5. All the equity shareholders of demerged/Transferor Company, have not given their consents in form of affidavit and direction seeking for the convening of meeting is applied.
6. ITSL has total 3 (Three) Secured Creditors for total amount of Rs. 1,05,65,578.80 (Rs. One Crore Five Lakhs, Sixty Five Thousand Five Hundred Seventy Eight And Eighty Paise only) as at 31st December, 2025. Further, 100% consent has been received in writing by way of affidavits from all the 3 (Three) Secured Creditors for Rs. 1,05,65,578.80 (Rs. One Crore Five Lakhs, Sixty Five Thousand Five Hundred Seventy Eight And Eighty Paise only) as at 31st December, 2025. A copy of the Certificate of the Auditors along with consent affidavits of the Secured Creditor are marked and enclosed as Annexure A-4.
| Sl. No. | Name of secured creditors | Amount due to secured creditors as on 31st December, 2025s | Amount for which consent is provided. | % of consent. |
| 1. | Union Bank of India | 1,00,00,000 | 1,00,00,000 | 94.65% |
| 2. | Anand Rathi Global Finance Ltd. | 5,04,232 | 5,04,232 | 4.77% |
| 3. | Aditya Birla Finance Ltd. | 61,346.80 | 61,346.80 | 0.58% |
| Total | 1,05,65,578.80 | 1,05,65,578.80 | 100% |
7. Demerged/Transferor company/ ITSL has total 1004 (One Thousand Four) unsecured creditors for total Rs. 48,85,19,193.96 (Rs. Forty-Eight Crores Eighty Five Lakhs Nineteen Thousand One Hundred Ninety Three and Ninety Six Paise only) as at 31st December, 2025 and needs to seek their approval by way of the resolution passed by majority of the persons representing three-fourths in value of the Unsecured Creditors attending the meeting and for that purposes the ITSL seek necessary directions for convening and holding of meeting.
In view of the above, it is respectfully prayed that this Hon’ble Tribunal may be pleased to dispense with requirement of convening and hold the meeting of secured creditors of Transferor Company.
8. Indo Thai Financial Services Limited (ITFSL)/Resulting Company/Transferee company is a public company limited by shares (CIN: U66120MP2025PLC079045; PAN: AAICI4253N). Contact email: indothaifinancialservices@indothai.co.in.It was incorporated on September 14, 2025, incorporated under the Companies Act, 2013. Its registered office is at 170-171, Scheme No. 54, PU-4, Near C-21 Mall, Vijay Nagar, Indore — 452010, Madhya Pradesh. ITFSL is a wholly owned subsidiary of ITSL and, once the Scheme takes effect, will operate in stock broking and distribution. The Copies of ITFSL’s MCA master data, Certificate of Incorporation and other Registrar of Companies (CRC Manesar) certificates, and its Memorandum and Articles of Association are provided as Annexure A-13 (colly).
As per the Memorandum of Association, the main objects of ITFSL include the following:
(i) The company intends to become a member of stock exchanges and carry on activities including stock-broking, sub-broking, finance broking, merchant banking, portfolio management, investment advising, underwriting, registrar to issue, transfer agent, custodian, research analysis, and related services. It will buy, sell and trade securities, shares, futures and derivatives as allowed by Indian law, and may act as trustee/sponsor of mutual funds, a depository participant, and engage in margin funding activities.
(ii) The company aims to join commodity exchanges and operate as commodity brokers, sub-brokers, authorized persons, traders, investors, hedgers, or market makers in commodities (e.g., agricultural products, metals, gold, silver, diamonds, petroleum and energy products). It will trade spot, futures and derivatives, and provide clearing, forwarding and support services related to commodity trading and delivery compliance.
(iii) The company will invest in shares, securities and movable or immovable property and provide financial advisory and consultancy services, including loan distribution, project financing, debt syndication and restructuring, mutual fund distribution, and collaboration with banks, financial institutions, insurance companies and private funds.
ITFSL amended its Main and Ancillary Objects with member approval at an Extra-Ordinary General Meeting held on 5 March 2026.
9. The Authorised, Issued, Subscribed and Paid-up Share Capital of ITFSL the Transferee Company, as on is as under:
| Particulars | Amount (Rs.) |
| Authorised Share Capital | |
| 30,00,000 Equity Shares of Rs. 1/- each | 30,00,000/- |
| Total | Rs. 30,00,000/- |
| Issued, Subscribed and Paid-up Share Capital | |
| 30,00,000 Equity shares of Rs. l/- each, fully paid up. | Rs. 30,00,000/- |
| Total | Rs. 30,00,000/- |
After the Board approved the Scheme on 13 October 2025, the company increased its authorized share capital at an Extra-Ordinary General Meeting on 10 March 2026 from Rs. 30,00,000 (30,00,000 equity shares of Rs.1 each) to Rs. 15,00,00,000 (15,00,00,000 equity shares of Rs.1 each). There was no change to the issued, subscribed or paid-up share capital. A limited reviewed financial statement for the period from incorporation (14 September 2025) to 31 December 2025 is provided as Annexure A‑15. The financial statement for the period ending on 31st march 2025, 31st December 2025 is produced hereunder:
(a) Assets and Liability:
(Rs. In Lakhs)
(b) profit and loss : for the period ended 30th september 2025 is hereunder:
9. The learned Counsel submits that as at 20th March 2026 ITFSL has 7 equity shareholders who collectively own the entire paid-up capital of Rs. 30,00,000, divided into 30,00,000 equity shares of Rs. 1 each. A copy of the auditors’ certificate and the shareholders’ consent affidavits are attached as Annexure 6. They request exemption from holding an equity shareholders’ meeting for ITFSL because all equity shareholders have submitted consent affidavits approving the scheme.
The details are given below:
| Sl. No. | Name of Shareholder | No. of Shares held as on 20th March |
% of consent |
| 1. | Indo Thai Securities Limited | 29,99,940 | 100.00 |
| 2. | Mr. Nishit Doshi (Nominee of Indo Thai Securities Limited) | 10 | – |
| 3. | Mr. Sarthak Doshi (Nominee of Indo Thai Securities Limited) | 10 | – |
| 4. | Mrs. Varsha Doshi (Nominee of Indo Thai Securities Limited) | 10 | – |
| 5. | Mrs. Sadhana Doshi (Nominee of Indo Thai Securities Limited) | 10 | – |
| 6. | Ms. Nivya Doshi (Nominee of Indo Thai Securities Limited) | 10 | – |
| 7. | Mr. Rajendra Bandi (Nominee of Indo Thai Securities Limited) | 10 | – |
| Total | 30,00,000 | 100.00% |
10. The learned Counsel submits that as at 31st December 2025, ITFSL is having NIL secured creditors and NIL unsecured creditor, thus there is no requirement for seeking their consent for approval of the Scheme as such and also not required to hold any meeting of the Secured Creditors and Unsecured Creditors.
In view of the above, it is respectfully prayed that this Hon’ble Tribunal may be pleased to dispense with the requirement of convening the meeting of creditors.
11. The applicant companies obtained a Valuation Report dated 13 October 2025 from CA Navin Khandelwal (Independent Registered Valuer, IBBI/P.YI05/2019110779) to determine the share-entitlement ratio of the equity shares. Valuation Report as certified by the Registered valuer for both the Applicant companies has been annexed as Annexure-8.
RECOMMENDATION OF FAIR EQUITY SHARE ENTITLEMENT RATIO FOR THE PROPOSED DEMERGER.
| Valuation approaches | Indo Thai securities Limited for broking and distribution business | Indo Thai Financial Securities Limited | ||
| Value per share | Weight | Value per share | weight | |
| Asset Approach | NA | 0% | NA | 0% |
| Income Approach | NA | 0% | NA | 0% |
| Market Approach | NA | 0% | NA | 0% |
| Relative Value per Share | NA | 0% | NA | 0% |
| Exchange Ratio | NA | |||
Recommendation:
Based on the foregoing, any share entitlement ratio can be considered for the aforesaid demerger because no shareholder’s proportionate shareholding would change.
In light of the Resulting Company’s desired Capital Structure, the management of the Demerged Company and the Resulting Company has suggested a share entitlement ratio of
“1 equity share of face Value of Re.1 each fully paid up of the Resulting Company for every 1 Equity Share of Face Value of Re. 1 each fully paid up held by equity shareholders of Demerged Company”
Based on the foregoing and on consideration of all relevant factors and circumstances as discussed and outlined herein above, pursuant to the scheme. The recommended Fair Share entitlement Ratio is:
“1 equity share of face Value of Re.1 each fully paid up of the Resulting Company for every 1 Equity Share of Face Value of Re. 1 each fully paid up held by equity shareholders of Demerged Company”.
A copy of the Valuation Report and the Share Entitlement Ratio is attached as Annexure A-8.
12. The learned Counsel submits that the boards of directors of the applicant companies approved the Scheme at their meetings on 13 October 2025, subject to Tribunal and other necessary authorities’ approvals. Certified copies of the board resolutions are attached as Annexure A-7.
13. The learned Counsel submits that the rationale for the Scheme of Arrangement by Amalgamation of the Transferor Companies with the Transferee Company is, inter alia, as follows:
I. The Scheme provides for:
1. Demerger: transfer of the B&D Undertaking from the Demerged (transferor) Company to the Resulting (transferee) Company as a going concern, and issuance of new equity shares by the Resulting Company to the Demerged Company’s shareholders.
2. Cancellation: extinguishment and cancellation of the entire existing paid-up share capital of the Resulting Company.
3. Listing: listing of the Resulting Company’s equity shares on BSE and NSE.
4. Other matters: various consequential and related actions necessary to implement the Scheme.
II. The Scheme isn’t prejudicial to shareholders, creditors, or other stakeholders and aims to achieve specified Objectives/Rationale:
1. ITSL conducts Broking and Distribution activities.
2. ITSL has subsidiaries with distinct businesses:
a. Indo Thai Realities Limited — wholly owned; real estate business.
b. Indo Thai Globe Fin (IFSC) Limited — wholly owned; an IFSC-registered intermediary (e.g., stock broker) under SEBI IFSC Guidelines, 2015.
3. Femto Green Hydrogen Limited — subsidiary for green technology business.
4. Each business has distinct capital, operational and regulatory needs, different risk-reward profiles, and can attract different investors or partners. Because of these commercial differences and growth potential, it’s strategically appropriate to separate them. As a first step, the B&D Undertaking is being demerged from the Remaining Business.
III. The restructuring will deliver these benefits:
a) Resulting Company can specialize and focus on the B&D business.
b) Demerged Company can concentrate on and improve the Remaining Business by streamlining operations and corporate structure.
c) Separating the businesses should unlock value for each vertical, enable focused growth, and create greater stakeholder value.
d) It permits independent capital allocation and tailored balance-sheet management suited to each business’s needs.
The boards of the applicant companies approved the Scheme on 13 October 2025, having considered the rationale and objectives described. A copy of the board resolutions is attached as Annexure A-7.
14. Copies of ITSL’s latest audited financial statements as of 31 March 2025 and its limited reviewed financial statements as of 31 December 2025 are attached as Annexure A-14, and a certified copy of ITFSL’s limited reviewed financial statements for the period from incorporation (14 September 2025) to 31 December 2025 is attached as Annexure A-15. .
15. The affidavit further discloses, inter alia, that:
a) No government department or regulator has taken action against the applicant companies (except two ITSL assessment appeals pending in the normal course).
b) No investigation or inspection is pending under the Companies Act, 2013.
c) No proceedings for merger, amalgamation, liquidation, or winding up are pending before any High Court, Tribunal, or Regional Director.
d) No dispute under section 241–242 of the Companies Act, 2013 is pending before NCLT or any competent court.
e) No applications under sections 7, 9, or 10 of the Insolvency and Bankruptcy Code, 2016 for corporate insolvency have been filed or admitted.
A certificate from the auditors confirming these facts is attached as Annexure A-10.
16. The auditors of the applicant companies have certified that any accounting treatment proposed by the Scheme complies with Ind‑AS/Accounting Standards under section 133 of the Companies Act, 2013; a copy of the auditors’ certificate is attached as Annexure A-9.
17. The boards of the applicant companies, at their meeting on 13 October 2025, concluded that the proposed Scheme under the Companies Act does not prejudice the interests of promoters, non‑promoter shareholders, directors, key managerial personnel, employees, creditors, or any other stakeholders. A copy of the board report is attached as Annexure A-11.
18. ITSL complied with Regulation 37 of SEBI (LODR) Regulations and SEBI’s master circular by filing the draft Scheme with SEBI via BSE and NSE (where ITSL is listed) and received SEBI’s observations on 18 March 2026 (BSE letter DCS/AMAIAD/R37/413012025-26 and NSE letter NSE/LIST/51756). Copies of those observation letters are attached as Annexure A-2.
19. The Scheme is not a corporate debt restructuring under section 230(2)(c) of the Companies Act, 2013, so creditors’ responsibility statements and related requirements do not apply. The Scheme does not propose any reduction of ITSL’s share capital, but the existing 30,00,000 equity shares of Rs. 1 each held by ITSL and its nominees will be cancelled and extinguished under Clause 11.
20. The equity shares issued by the Resulting Company (ITFSL) to ITSL’s shareholders will be listed on BSE and NSE as provided in Clause 12 of the Scheme.
21. The Scheme complies with the Companies Act, 2013, its rules, regulations and guidelines, and applicable SEBI regulations. There is no ongoing litigation, adjudication, recovery proceeding, prosecution, or enforcement action against the promoters of the applicant companies as of the filing date. None of the directors, promoters or their relatives have any interest in the Scheme except in their capacities as shareholders of ITSL and to the extent of shares they may receive from ITFSL under the share-entitlement ratio.
22. The applicant companies will comply with Section 230(5) of the Companies Act, 2013 and Rule 8 of the CAA Rules, 2016 by serving Form CAA-3, the Scheme, and the statutory notice (under section 230(3)) to the specified authorities: for ITSL — the Central Government via the Regional Director (North Western Region, Ahmedabad) (rd.northwest@mca.gov.in) , the Registrar of Companies (Madhya Pradesh, Gwalior) (roc.gwalior@mca.gov.in), BSE ( bse.schemes@bseindia.com ), NSE (takeover@nse.co.in ), and relevant Income‑Tax authorities (indore.dcit1.1@incometax.gov.in) for ITSL & indore.dcit1.1@incometax.gov.in – for ITFSL, RBI- (rdbhopal@rbi.org.in) , Official Liquidator ( ol.indore@mca.gov.in).
23. ITSL conducts broking and distribution activities regulated by SEBI, so the Scheme notice will be served to SEBI ( sebi@sebi.gov.in) in Form CAA‑3.
24. Details of the date of meeting and appointment of the chairman and scrutinizer of the meetings and minimum quorum is as follows:
| Type of the
meeting |
Chairman/ Alternate chairman of the meeting |
Scrutiniser of the meeting | Proposed date and mode of the meeting | Minimum quorum |
| Shareholders meeting of ISTL | Rohit Dubey Advocate (MP High Court M.N. 1139 of 2019) Alternate Chaiman Jatin Sehgal, Advocate
(MP High Court M.N. 1857 of 2011) |
Kaushal Ameta PCS (FCS 8144 and CP 9103) | 45 days from the date of passing of this order | 30 members |
| Unsecured Creditors Meeting of ITSL | Rohit Dubey Advocate (M.P. High Court M.N. 1139 of 2019) Alternate Chaiman Jatin Sehgal, Advocate (MP High Court M.N. 1857 of 2011) |
Kaushal Ameta PCS (FCS 8144 and CP 9103) | 45 days from the passing of this order. | 15 members |
OUR OBSERVATION:
25. We have heard the Learned Counsel for the Applicant Companies. Upon review of the documents placed on record, including the Scheme of Amalgamation, financial statements, auditor’s certificates, consent affidavits, and other supporting materials, we have made the following observations in relation to the proposed Scheme:
i. This is the first stage joint Application seeking dispensation of the meetings of the Equity Shareholders Secured Creditors and Unsecured Creditors of both the Applicant Companies.
ii. Section 230(1) of the Companies Act, 2013 contemplates the convening of meetings of creditors or members, as the case may be, unless at least 90% in value of the creditors or members, as the case may be, provide their consent in writing, by way of affidavits, to dispense with such meetings.
iii. The learned PCS seeks directions with respect: –
| i. | % of Consent obtained | DISPENCEING OF MEETING | MEETING TO CONVENE | ||
| Transferor company | Equity shareholder | 17,32
6 |
Meeting will be convened | – | direction for convening of meeting arise. |
| Secured creditors | 3 | 100% | To dispense the meeting | – | |
| Unsecured creditors | 1004 | Meeting will be convened | – | convening of meeting required | |
| Resulting company | Equity shareholder | 7 | 100% | To dispensing the meeting | – |
| Secured creditors | Nil | N.A. | – | convening of meeting not required | |
| Unsecured creditors | Nil | N.A. | – | Convening of meeting not required. |
iv. Therefore, it is observed from this instant application that the Applicant Companies have affirmed that they are in compliance with all applicable provisions of the Companies Act, 2013, and the rules made thereunder. Considering that the dispensation of the meetings in question would not prejudice or prevent any aggrieved party from approaching this Hon’ble Tribunal at an appropriate stage, particularly when the Scheme is taken up for final approval, this Tribunal is of the view that the prayer for dispensation of convening meetings of the equity Shareholders & unsecured creditors of the transferor company , as well as dispensation from requirement of convening the meeting of secured creditors of the transferor company i.e. ITSL deserves to be allowed and seeking dispensation from the requirement for convening the meeting of Equity shareholder of the transferee company i.e ITFSL deserves to be allowed. Since there is no secured and unsecured creditors of the transferee i.e ITFSL , thus there is no requirement to hold any meeting.
v. We, therefore, accordingly allow the Joint Company application as follows;
(a)
| % of Consent obtained | DISPENCEING OF MEETING | MEETING TO CONVENE | |||
| Transferor company | Equity shareholder | 17,326 | Meeting will be convened. | – | convening of meeting required. |
| Secured creditors | 3 | 100% | To dispense the meeting | – | |
| Unsecured creditors | 1004 | Meeting will be convened | – | convening of meeting required | |
| Resulting company | Equity shareholder | 7 | 100% | To dispensing the meeting | – |
| Secured creditors | Nil | N.A. | – | convening of meeting not required | |
| Unsecured creditors | Nil | N.A. | – | Convening of meeting not required. |
(b) The Applicant Companies are directed to file a petition seeking sanction of the Scheme of Amalgamation in accordance with law.
ORDER
26. Having heard the submissions made by Ld. Counsel and having perused the records as well as the documents placed on record, we allow the prayer for the:
(a) Meeting of the Equity shareholder & Unsecured Creditors of transferor/ITSL company is to be convened.
(b) Meeting of secured Creditors of Transferor company/ITSL and Equity shareholders of Resulting company/ITFSL is dispensed with.
(c) Meeting of secured and unsecured creditors of the Resulting company/ITFSL is not required as there are NIL secured and unsecured Creditors.
27. In compliance with sub-section (5) of Section 230 and Rule 8 of the Companies (CAA) Rules, 2016, the Applicant Companies shall send a notice in Form No. CAA 3, along with a copy of the scheme, disclosures mentioned under Rule 6, and other relevant documents as required by Rule 6(3) of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016, to
(i) The Central Government through the Regional Director, North-Western Region;
(ii) The Registrar of Companies, Gwalior;
(iii) The Official Liquidator;
(iv) The concerned Income Tax Authorities;
(v) SEBI;
(vi) NSE
(vii) BSE;
(viii) RBI
with details of respective Permanent Account Numbers (PAN) of applicant companies and jurisdictional assessing officers, as applicable, stating that the representation, if any, shall be made within a period of 30 days from the date of receipt of such notice, failing which it shall be presumed that they have no objection to make on the proposed scheme. The said notices shall be sent forthwith by registered post or by speed post or by courier or by hand delivery or by e-mail at the office of the authority as required by sub-rule (2) of Rule 8 of the Companies (CAA) Rules, 2016. The aforesaid authorities, who desire to make any representations under sub-section (5) of section 230 of the Act, shall send the same to the Tribunal within 30 days from the date of receipt of such notice, failing which, it will be deemed that they have no representation to make on the proposed arrangement.
28. The meeting of the Equity Shareholders of the Transferor Company/ITSL shall be convened within 45 days from the date of this Order at 2:00 P.M. and the meeting of the Unsecured Creditors shall be held at 3:00 P.M, through Electronic Mode (Video Conferencing / Other Audio Visual Mode – VC/OAVM) at the Registered Office of ITSL at Capital Tower, 2nd Floor, Plot Nos. 169A-171, PU-4, Scheme No. 54, Indore – 452010 (M.P.).
29. The chairperson appointed for the above said meeting shall be Advocate Rohit Dubey (Enrolment No. of Madhya Pradesh High Court 1139 of 2019) and the Fee of the Chairperson for the aforesaid meeting shall be as Rs. 1,00,000/- only & Advocate Jatin Sehgal (Enrolment No. of MP High Court M.N. 1857 of 2011), as the alternate Chairperson and would be entitled to a fee of as Rs. 50,000/- only and PCS Kaushal Ameta, Practicing Company Secretary of Indore (FCS 8144 and CP 9103) as the scrutinizer and would be entitled to a fee of as Rs. 50,000/- only for the aforesaid meetings of the Equity Shareholders and Unsecured Creditors of ITSL and fixing the terms of their appointment.
30. The applicant company shall publish advertisement for publication of common notice within a gap of 30 days before the meetings of the Equity Shareholders and Unsecured Creditors of ITSL in the daily Hindi newspaper and in daily English newspaper having wide circulation in the State of Madhya Pradesh, where the Registered Office of ITSL is situated.
31. The chairperson shall as afore stated be responsible to report the result of the meeting within 3 days of the conclusion of the meeting with details of voting on the proposed scheme.
32. The minimum quorum for the aforesaid meeting shall be as 30 (Thirty) Members for the meeting of the Equity Shareholder and 15 (Fifteen) Unsecured Creditors of ITSL.
33. In case the quorum as noted above, for the above meeting of the Applicant Companies is not present at the meeting, then the meeting shall be adjourned by half an hour, and thereafter the person(s) present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form, duly signed by the person entitled to attend and vote at the meeting, is filed with the registered office of the applicant companies at least 48 hours before the meeting. The Chairperson appointed herein along with Scrutinizer shall ensure that the proxy registers are properly maintained. However, every endeavour should be made by the applicant companies to attain at least the quorum fixed, if not more in relation to approval of the scheme.
34. That individual notices of the above said meetings shall be sent by the Applicant Companies through registered post or speed post or through courier or e-mail, 30 days in advance before the scheduled date of the meeting, indicating the day, date, the place and the time as aforesaid, together with a copy of Scheme, copy of explanatory statement, required to be sent under the Companies Act, 2013 and the prescribed form of proxy shall also be sent along and in addition to the above any other documents as may be prescribed under the Act or rules may also be duly sent with the notice.
35. The Applicant Companies shall further furnish a copy of the Scheme free of charge within 1 day of any requisition for the Scheme made by every creditor or member of the applicant companies entitled to attend the meetings as aforesaid.
36. The Authorized Representative of the Applicant Companies shall furnish an affidavit of service of notice of meetings and publication of advertisement and compliance of all directions contained herein at least a week before the proposed meetings.
37. The Applicant Companies shall file an affidavit with the Tribunal within 15 days of dispatching the notices, confirming compliance with the notice requirements under Section 230(5) and Rule 8 of the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016.
38. The Applicant Companies are directed to file a second motion petition within 15 days for final approval of the scheme of amalgamation upon compliance with the notice requirements and receipt of representations, if any, from the authorities.
39. All the aforesaid directions are to be complied with strictly in accordance with the applicable law including forms and formats contained in the Companies (Compromises, Arrangements, Amalgamations) Rules, 2016 as well as the provisions of the Companies Act, 2013 by the Applicants.
40. In view of the above, Company Application CA(CAA)4(MP)2026 is allowed & disposed of accordingly.
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