NCLT Kochi Allows First Motion Plea In Kalyan Silks Demerger, Orders Unsecured Creditors' Meeting

The National Company Law Tribunal (NCLT) at Kochi on Monday allowed a first motion joint company application filed in connection with a proposed scheme of arrangement in the nature of a demerger between Thrissur-based textile retailer Kalyan Silks' group companies, Kalyan Silks Trichur Private Limited and Kalyan Silks Private Limited. The Tribunal also directed that a meeting of unsecured creditors of the demerged company be convened to consider the scheme.

Judicial Member Vinay Goel passed the order on the application filed under Sections 230–233 of the Companies Act, 2013.

“Upon perusal of the Company Application, the Scheme of Demerger and the documents placed on record, this Tribunal is prima facie satisfied that the Application is maintainable under Sections 230–232 of the Companies Act, 2013 and that the Registered Offices of the Demerged Company and the Resulting Company are situated within the territorial jurisdiction of this Bench" It observed

The Tribunal noted that the Board of Directors of both companies had approved the scheme, with April 1, 2026 fixed as the appointed date and that the companies had placed on record valuation reports, financial statements and other statutory documents.

Taking note that all equity shareholders and secured creditors had given consent affidavits, the Tribunal dispensed with their meetings.

However, the Tribunal directed that a meeting of unsecured creditors of Kalyan Silks Trichur Private Limited be convened to consider the proposed scheme of demerger.

The Tribunal appointed Advocate Krishna Dayama as the Chairperson and CS Sreepriya Kalarikkal as the Scrutinizer for the meeting and directed that the results of the meeting be reported to the Tribunal in accordance with the applicable rules.

Accordingly, the application was allowed, with liberty to the companies to file a petition seeking sanction of the scheme of demerger after compliance with the directions issued by the Tribunal.

For Applicants: Advocate Aswin Gopakumar