CA-230(5)

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 IBC (Liquidation Process Regulation 2B) | 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 – Nikhil Jain and Ors. Vs. Anil Goel, Liquidator of Birla Cotsyn (India) Ltd. and Anr. – NCLAT New Delhi

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.

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 IBC (Liquidation Process Regulation 2B) | 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 – Nikhil Jain and Ors. Vs. Anil Goel, Liquidator of Birla Cotsyn (India) Ltd. and Anr. – NCLAT New Delhi Read Post »

Section 230 of the Companies Act, 2013 does not stipulate that consent of shareholders is to be taken as on the date of the sanction of the Scheme by the NCLT – Regional Director Vs. Nanak Consultants Pvt. Ltd. – NCLAT New Delhi

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Section 230 of the Companies Act, 2013 does not stipulate that consent of shareholders is to be taken as on the date of the sanction of the Scheme by the NCLT – Regional Director Vs. Nanak Consultants Pvt. Ltd. – NCLAT New Delhi Read Post »

If no response is received by the Tribunal from the GST Authority within 30 days from the date of receipt of the notice it will be presumed that GST Authority has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 – Borchers India Chemicals Pvt. Ltd. Vs. Milliken Chemical and Textile (India) Co. Pvt. Ltd. – NCLT Mumbai Bench

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If no response is received by the Tribunal from the GST Authority within 30 days from the date of receipt of the notice it will be presumed that GST Authority has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 – Borchers India Chemicals Pvt. Ltd. Vs. Milliken Chemical and Textile (India) Co. Pvt. Ltd. – NCLT Mumbai Bench Read Post »

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