Tribunal Orders Share Transfer at INR 2, Emphasizes Implementation

The Tribunal directed the respondents to comply with the approved resolution plan and transfer the shares at INR 2 per share to Bamnipal Steels Limited. The application was allowed, and the respondents were ordered to adhere to the plan forthwith, ensuring effective implementation and preventing any unjust enrichment or obstruction.

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Issues Involved:
1. Transfer of equity shares as per the approved resolution plan.
2. Compliance with the terms of the resolution plan.
3. Interpretation of SEBI regulations and their impact on the resolution plan.
4. Allegations of unjust enrichment and obstruction in the implementation of the resolution plan.

Issue-wise Detailed Analysis:

1. Transfer of Equity Shares as per the Approved Resolution Plan:
The applicant, M/s Tata Steel Limited (TSL), sought directions for the transfer of 256,53,813 equity shares of Bhushan Steels Limited (BSL) held by the respondents to Bamnipal Steels Limited, a wholly-owned subsidiary of TSL, in compliance with the approved resolution plan. The resolution plan, approved by the Tribunal on 15.05.2018, mandated the purchase of all shares held by the erstwhile promoters, including the respondents, at INR 2 per share. The respondents failed to transfer the shares despite the plan's approval and subsequent directions.

2. Compliance with the Terms of the Resolution Plan:
The resolution plan provided two methods for TSL to acquire BSL's shareholdings:
- Option 1: Issuance of new shares by preferential allotment.
- Option 2: Purchase of existing promoter group shares at INR 2 per share.
TSL opted for Option 2 due to legal constraints on Option 1. The respondents did not comply with the transfer of shares as per the approved plan, leading to the current application for enforcement.

3. Interpretation of SEBI Regulations and Their Impact on the Resolution Plan:
The respondents argued that the shares should be sold at the current market price, citing SEBI regulations and the reclassification of their shareholding as public. However, the Tribunal noted that the resolution plan explicitly required the sale at INR 2 per share. The SEBI regulations cited by the respondents did not alter the terms of the approved resolution plan, which was binding and could not be modified post-approval.

4. Allegations of Unjust Enrichment and Obstruction in the Implementation of the Resolution Plan:
The Tribunal observed that the respondents' refusal to transfer shares at the stipulated price was an attempt to unjustly enrich themselves and obstruct the resolution plan's implementation. The approved resolution plan clearly stated the terms of share transfer, and any deviation would result in unauthorized modification, which is not permissible under the insolvency framework.

Conclusion:
The Tribunal directed the respondents to comply with the approved resolution plan and transfer the shares at INR 2 per share to Bamnipal Steels Limited. The application was allowed, and the respondents were ordered to adhere to the plan forthwith, ensuring effective implementation and preventing any unjust enrichment or obstruction.

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