9911796707
TMI Blog2019 (8) TMI 829X X X X Extracts X X X X X X X X Extracts X X X X ..... icial precedents brought to its notice by way of an affidavit, and in the event of the views expressed by the Coordinate or Larger Benches being squarely applicable, followed the same. Such application of mind being abysmally absent, the impugned order is unsustainable and has to be set aside to the extent it relates to directions for convening of the meetings of Unsecured Creditors of Appellant No. 4 and the meetings of the Equity Shareholders, Secured and Unsecured Creditors of Appellant No.5. The matter is remanded to the Tribunal for fresh consideration of the first joint motion application preferred by the Applicants/Appellants having regard to the settled position of law and the views and precedents of Coordinate or Larger Benches of the Tribunal - Appeal allowed by way of remand. - Company Appeal (AT) No. 180 of 2019 - - - Dated:- 19-8-2019 - Mr. Bansi Lal Bhat, Member (Judicial) and Mr. Balvinder Singh, Member (Technical) Dr. U. K. Chaudhary, Sr. Advocate with Mr. Naveen Dahiya, Ms. Manisha Chaudhary, Mr. Dhruv Gupta and Mr. Himanshu Handa, Advocates. JUDGMENT This appeal preferred under Section 421 o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at there shall be positive net worth and the creditors were not compromised. Having regard for the same meeting of shareholders was dispensed with. (ii). In CA(29)(PB)2017 decided on 11th July, 2017 by NCLT Special Bench, New Delhi meeting of Unsecured Creditors was dispensed with as there was no Unsecured Creditor and the Transfer or Company was wholly owned subsidiary of the Transferee Company. 4. It is well settled that a Coordinate Bench is bound to follow the law enunciated by another Coordinate Bench and if it feels that the earlier view requires reconsideration, it may refer the matter to a larger bench for reconsideration. In Sub-Inspector Rooplal Anr. Vs. Lt. Governor Ors. reported in (2000) 1 SCC 644, the Hon ble Apex Court, while dealing with the issue of overruling of an earlier judgment of a Coordinate Bench by the Tribunal, observed as under:- 12. At the outset, we must express our serious dissatisfaction in regard to the manner in which a Coordinate Bench of the Tribunal has overruled, in effect, an earlier judgment of another Coordinate Bench of the same Tribunal. This is opposed to all principles of judicial dis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ebenture holders, warrant holders, compulsorily convertible debenture (CCD) holders and Secured and Unsecured Creditors of the Appellant Companies. According to the case setup by Appellants, the proposed scheme would not result in any dilution in the shareholding of shareholders of Transferee Company, which has highly positive net worth. It appears that in regard to meetings of Unsecured Creditors of Appellant No. 4 (Demerged Company) and Shareholders, Secured and Unsecured Creditors of the Appellant No. 5 (Transferee Company) the Appellants submitted before the Tribunal that in view of settled legal position and various judicial precedents such meetings were not required to be held. The Appellants prayed for dispensation of meetings of their respective Shareholders and Creditors of Appellants No. 1 to 5 as also in respect of warrant holders and CCD holders of Appellant No. 5. It was the further case of the Appellants that Shareholders of Appellant No. 1 to 4 had given written consent by way of affidavits. Same was the case with regard to Unsecured Creditors of Appellants No. 1 to 3 and Secured Debenture Holders, Warrant Holders and CCD Holders of Appellant No. 5. There were ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nce is a matter of judicial discipline and the only course open to a Coordinate Bench of equal strength taking a different view is to refer the matter to a larger Bench. This is the law of the land declared by the Hon ble Apex Court and has to be observed and adhered to strictly. 7. Indisputably, the proposed scheme of amalgamation between the Holding Company and its Subsidiaries is regulated by provisions of Chapter XV of the Act, Section 230 whereof provides for passing of an order by the Tribunal directing convening of a meeting of the creditors or class of creditors, members or class of members, as the case may be. Sub-section 9 thereof vests discretion in the Tribunal to dispense with calling of a meeting of such creditors or classes thereof where such creditors or class of creditors, having atleast 90% value, agree and confirm, by way of affidavit to the scheme of compromise or arrangement. Admittedly, in the instant case dispensation in regard to holding of meeting qua Shareholders of Appellant Nos. 1 to 4 was sought on the basis of their written consent obtained by way of affidavits. Same was the case as regards Unsecured Creditors of Appellant Nos. 1 to ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
