Resolution framework asset sale and offshore restructuring proposals recorded, with asset sale approved and strike-off step accepted.

The Tribunal recorded that the education asset sale had been undertaken within the approved resolution framework, supported by board approvals, creditor consent where required, and supervisory approval, and granted relief on that issue. It also took on record the proposal to initiate bankruptcy proceedings for the offshore entities, noting their lack of viable operations, inability to meet liabilities, and the approvals already obtained. The Tribunal further took on record the proposal to strike off the Singapore entity, considering that it had not commenced operations, no separate divestment process was viable, and the step had board and supervisory approval subject to regulatory compliance.

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Issues: (i) whether the sale of the education assets could be approved and recorded as having been undertaken in accordance with the approved resolution framework; (ii) whether the proposals to initiate bankruptcy proceedings in respect of the offshore entities could be taken on record; and (iii) whether the proposal to strike off the Singapore entity could be taken on record.

Issue (i): whether the sale of the education assets could be approved and recorded as having been undertaken in accordance with the approved resolution framework.

Analysis: The reliefs sought in relation to the sale of shares and business undertakings were considered in the context of the earlier proceedings under Sections 241 to 242 of the Companies Act, 2013, the constitution of the new board, and the resolution framework approved for asset-wise resolution of the group entities. The transaction had the approval of the relevant boards, the creditors' committee where required, and the supervising authority, and the Tribunal recorded that the sale had been undertaken within the resolution framework.

Conclusion: The approval of the education asset sale was granted and the application was allowed on this issue.

Issue (ii): whether the proposals to initiate bankruptcy proceedings in respect of the offshore entities could be taken on record.

Analysis: The Tribunal considered the absence of viable operations, the inability of the entities to meet liabilities, the approvals obtained from the respective boards, and the concurrence of the supervising authority. In these circumstances, it treated initiation of bankruptcy proceedings in Dubai as the best available course and accepted the proposal as placed before it.

Conclusion: The proposals to initiate bankruptcy proceedings were taken on record.

Issue (iii): whether the proposal to strike off the Singapore entity could be taken on record.

Analysis: The Tribunal considered that the entity had not commenced operations, no separate divestment process was viable, the relevant boards had approved the step, and the supervising authority had also granted approval subject to regulatory compliance. It therefore found striking off to be the best option in the given scenario.

Conclusion: The proposal for striking off was taken on record.

Final Conclusion: The Tribunal granted the substantive reliefs sought in relation to asset sale and accepted the proposals concerning the offshore entities, while also granting the ancillary exemption reliefs sought in the applications.

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