2019 (11) TMI 1051

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....iwal and Mr. Nikhil Mathur, Advocate for 'Resolution Professional, Mr. Shashank S. Mangal and Praneet Das, Advocates for Intervenors/Shareholders ORDER In the 'Corporate Insolvency Resolution Process' of 'Alok Industries Ltd.' (Corporate Debtor), the plan of the Appellant - 'Reliance Industries Limited' was approved by the 'Committee of Creditors' followed by the approval of the Adjudicating Authority (National Company Law Tribunal), Ahmedabad Bench by impugned order dated 8th March, 2019 read with 26th July, 2019. The Appellant (Resolution Applicant) in its 'Resolution Plan' made the following conditions : "11.1.20 To the extent any amendments are notified or exemptions are granted before the Closing Date from the applica....

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....ermitted by SEBI to be counted towards 'minimum public shareholding' under extant regulations, the reclassification of the Existing Promoter Group proposed as part of this Plan need not comply with the requirements of Regulation 31A of the LODR and their shareholding will be treated as being part of the public shareholding of the Company; (iv) as part of implementing resolution plans under the IBC, if SEBI allows the 'minimum public shareholding' of corporate debtors to fall below 25% (Twenty Five Percent) of their issued and paid up equity share capital, then this Plan shall be deemed to have been amended to allow the Resolution Applicants to acquire shares of the Company in excess of what has been currently contemplated in the Plan, inclu....

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....e conditions and processes set out in the Companies Act, 2013 (and the rules framed thereunder) and/or any circulars issued by SEBI, the Face Value Reduction and the Promoter Capital Reduction of the Company proposed under this Plan will be effected without following such processes and conditions." In the Interlocutory Application Nos. 319/2019 and 320/2019 as filed by the Appellant (Successful Resolution Applicant) one of the prayer is: "[C] This Hon'ble Tribunal may pass appropriate Orders and/or Directions allowing the successful resolution Applicants to seek concessions for delisting in accordance with applicable laws, by amending/reading the following paragraph into the Resolution Plan: "In the event of delisting o....

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....that it was permitted by the 'Securities and Exchange Board of India' (SEBI) on 31st May, 2018. According to the Appellant it has been overlooked by the Adjudicating Authority and no specific order has been passed. 'Securities and Exchange Board of India' (SEBI) - 3rd Respondent was noticed and on appearance it has filed an affidavit. Referring to the said Affidavit, the learned counsel for the Appellant submits that there is no requirement for permission of SEBI which stands dispensed with as per regulations mentioned therein. Such submission has been opposed by Mr. Shashank S. Mangal, learned counsel appearing on behalf of the minority shareholders/intervenors. 'SEBI' - the 3rd Respondent in its reply took the following sta....

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....an the liquidation value as determined under regulation 35 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 after paying off dues in the order of priority as defined under section 53 of the Insolvency and Bankruptcy Code, 2016 (No. 31 of 2016); Provided further that, if the existing promoters or any other shareholders are proposed to be provided an opportunity to exit under the resolution plan at a price higher than the price determined in terms of the above provision, the existing public shareholders shall also be provided an exit opportunity at a price which shall not be less than the price, by whatever name called at which such promoters or other shareholders....