The NCLT approved the merger after finding that the Scheme complied with Sections 230 to 232 of the Companies Act and satisfied all statutory requirements. It also accepted undertakings addressing observations of the regulatory authorities.
NCLT Mumbai directed meetings of shareholders and unsecured creditors of the listed company while dispensing with meetings for other applicant companies due to unanimous written consents. The order lays down the procedural framework for considering the composite demerger and amalgamation scheme.
The NCLT held that a film co-production arrangement involving joint investment, shared control, and profit sharing did not create an operational debt under the IBC. It dismissed the Section 9 petition without examining limitation or set-off.
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.
The NCLT noted that all shareholders of the Transferor Company and a substantial majority of unsecured creditors had consented to the Scheme. It allowed the application subject to issuance of notices and compliance with statutory directions.
The case concerned a request to release ₹9.15 crore held in a lien-marked DSRA despite an asset-freezing order. The Tribunal held that unresolved issues regarding approximately ₹166 crore in missing fixed deposits and the ongoing investigation required further scrutiny before permitting release.
NCLT Mumbai approved NSE Academy’s ₹241.32 crore selective capital reduction, allowing repayment of excess preference capital under Section 66 of the Companies Act.
The NCLT refused to dispense with the transferee company’s equity shareholders’ meeting because no certified list of shareholders was produced. It directed the company to convene the meeting while issuing further directions for creditor meetings under the proposed amalgamation.
NCLT Ahmedabad held that the transferee failed to establish any lawful title to 21,000 equity shares, making the transfer unsustainable. The Tribunal directed restoration of the original shareholders’ names and rectification of the company’s Register of Members.
The NCLT Delhi held that salary dues relating to the period covered by Section 10A of the IBC could not be considered while computing the default amount. After excluding those dues and the interest claim, the alleged default fell below the statutory threshold, leading to dismissal of the insolvency application.
