Hon’ble NCLAT held that:
(i) Under the Companies Act, there is no requirement for prior NOC from the stock exchanges or SEBI before the Scheme is filed before the NCLT.
(ii) Section 230(1) of the Companies Act does not consider the liquidator to be the same as the company, hence the rigors of Regulation 37(1) and 37(2) of LODR shall not apply.
(iii) A scheme of arrangement for revival of a company in liquidation is also a ‘restructuring proposal’.
(iv) Whatever benefits and rigors that applies to a resolution plan under Section 31 of the Code must equally apply to a scheme of arrangement submitted under Section 230 of the Companies Act read with Regulation 2B of the Liquidation Process Regulations. Both these modes of revival operate in a similar continuum.
(v) Prior NOC from stock exchanges under Regulation 37(1)(2) of the LODR is not required for schemes for revival of companies undergoing liquidation under the Code.
(vi) Alternatively, the clarification introduced by way of Regulation 37(7) of the LODR for restructuring proposals also applies to Scheme by the liquidator under Section 230 of the Code, which is in similar continuum as a restructuring proposal by way of a resolution plan under Section 31 of the Code.