Nikhil Jain Vs Anil Goel (NCLAT New Delhi)
Stock exchange NOC under LODR not required for schemes for revival of companies undergoing liquidation
NCLAT New Delhi held that prior NOC from stock exchanges under Regulation 37(1)(2) the SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 [LODR] is not required for schemes for revival of companies undergoing liquidation under the Code.
Facts- The present appeal is filed u/s. 421 of the Companies Act, 2013 against order passed by National Company Law Tribunal, Mumbai. The said application was filed by Respondent No.1/Liquidator of Birla Cotsyn India Ltd for approval of the Scheme of Arrangement for the revival of the Corporate Debtor u/s. 230 r.w.s. 66 of the Companies Act, 2013 and Regulation 2-B of the IBBI (Liquidation Process) Regulations 2016.
In the said Application, NCLT has held it is mandatory for the Liquidator to seek No-Objection Certificate for the Scheme from Respondent No. 2 / Bombay Stock Exchange under Regulation 37 of the SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, and accordingly directed the Respondent No.1 to seek No C from BSE before the approval of the Scheme by the Ld. NCLT.
Conclusion- Held that 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. 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.
