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.
