NCLT Ahmedabad Orders Secured Creditors' Meeting In Resolute Corp Bharat Demerger Scheme

The Ahmedabad bench of the National Company Law Tribunal (NCLT) has recently directed a meeting of the secured creditors of Resolute Corp Bharat Pvt Ltd in relation to a proposed demerger of its agro-commodity trading business into Growthspirit Trading Pvt Ltd.

The tribunal found that while the secured creditors had submitted consent and no-objection letters, they had not furnished affidavits required for dispensation of their meeting.

The order was passed by Judicial Member Shammi Khan and Technical Member Sanjeev Sharma on a joint first-motion application filed by the two companies.

Resolute Corp Bharat has proposed transferring its agro-commodity trading undertaking to Growthspirit Trading on a going-concern basis. The appointed date under the scheme is April 1, 2026.

Resolute Corp Bharat was incorporated in April 2010 as Samruddhi Investors Services Pvt Ltd and adopted its present name in November 2024. Growthspirit Trading was incorporated in April 2024. The companies stated that both entities are controlled by the same promoter group.

According to the application, both companies are engaged in agro-commodity trading. Resolute Corp Bharat also carries on commodity trading in precious metals. The companies stated that the restructuring would consolidate agro-commodity operations into a single entity. They contended that the move would improve operational focus, resource utilisation and strategic clarity.

The tribunal noted that Resolute Corp Bharat had three equity shareholders holding 10,08,140 shares. All three shareholders filed consent affidavits supporting the scheme. The company also had five secured creditors with aggregate secured debt of about ₹20.12 crore.

Those creditors furnished consent and no-objection letters in support of the scheme. However, they did not submit affidavits. The tribunal held that the requirement for dispensing with their meeting had therefore not been satisfied.

As of January 15, 2026, the company had one unsecured creditor, JM Financial Services Ltd. Dues of about ₹22.33 lakh owed to that creditor were fully discharged on January 16, 2026. In view of that position, the tribunal dispensed with the requirement of holding a meeting of unsecured creditors.

Growthspirit Trading had two equity shareholders holding 3,70,588 shares. Both furnished consent affidavits. The company had no secured creditors. It had seven unsecured creditors with aggregate dues of about ₹7.42 lakh. All seven creditors also furnished consent affidavits.

The companies further stated that no investigations, winding-up proceedings, or insolvency proceedings were pending against them.

The tribunal dispensed with meetings of the equity shareholders of both companies and the unsecured creditors of both companies. It directed that a meeting of the secured creditors of Resolute Corp Bharat be held on August 8, 2026, at 10.30 am. The meeting may take place at the company's registered office or through video conferencing.

Additional Advocate General Vikrant Pamboo was appointed chairperson of the meeting. Company Secretary Kanjaria Kirit Himatla was appointed scrutiniser.