TaxTMI 
TaxTMI 
2023 (8) TMI 1628
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....or Respondent No.1. Mr. P.N. Modi, Senior Advocate with Mr. Rushin Kapadia, Mr. Manish Chhangani, Ms. Samreen Fatima, Mr. Sumit Yadav and Mr. Abhay Chauhan, Advocates i/b The Law Point for the Respondent No.2. ORDER Per: Justice Tarun Agarwala, Presiding Officer 1. The appellant through its liquidator has filed the present appeal questioning the veracity of the email dated 23rd February, 2023 issued by respondent no.2, BSE Ltd. (hereinafter referred to as 'BSE') holding that they cannot defreeze the shares held by the appellant. The relevant extract of the email is extracted hereunder: "As per the provisions of the said SEBI SOP circular, the freeze can be lifted after the company has completed the formalities for revoc....
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....ebtor, LML Limited, is in liquidation. (c) The Moratorium order passed U/s 14 shall cease to affect. (d) The Registrar is directed to send the copy of the order to ROC, by which the Corporate Debtor is registered. (e) Subject to Section 52, when liquidation order has been passed, no suit or other legal proceedings should be initiated by or against the Corporate Debtor. ................." 3. Pursuant to the said order Shri Arun Gupta was appointed as a Liquidator vide order dated 9th April, 2018. Consequent upon taking control of the assets and liabilities of LML Ltd in accordance with the applicable provisions of The Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as 'IBC), the liquidator....
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....of the promoters stood frozen. LML/the appellant being a promoter of VCCL, its shareholding in VCCL stood frozen. Subsequently, pursuant to the SEBI circular dated 1st August, 2019, the Depositories were directed to freeze the demat accounts of the promoters. As a result, the demat account of the appellant was also frozen. 6. The Liquidator wrote several letters to the stock exchanges as well as to SEBI seeking exemption from clause 3(b) of the SOP of 2015 pertaining to restriction and transfer of shares held by LML in VCCL Ltd. and made various correspondence with Depositories and Depository Participants for defreezing of the demat accounts of LML Ltd. These applications fell on deaf ears as no action was taken. It seems that some compl....
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....isdiction to entertain or dispose of any such application or proceedings. It was, thus, contended that the appropriate forum for adjudication of the present dispute is before NCLT and, therefore, the Liquidator is required to move an appropriate application before NCLT and that no appeal lies before this Tribunal. Reliance was also made to an order of National Company Law Appellate Tribunal (hereinafter referred to as 'NCLAT') in Hemant Mehta vs. Asst. Commissioner of State Tax and Ors. decided on 5th August, 2022,wherein NCLAT after considering the provisions of Section 60 of the IBC held that residuary jurisdiction of NCLT under Section 60(5)(c) of the IBC gives a wide jurisdiction which can be exercised as long as the matter is not dehor....
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....olvency resolution or liquidation proceedings of the corporate debtor or corporate person under this Code." 11. NCLAT in Hemant Mehta's case (supra) has held that Section 60(5)(c) is a residuary jurisdiction of NCLT which jurisdiction can be exercised so long as the matter is not dehors the insolvency proceedings, namely, that if any question of priorities or any question of law or facts which arises out of or in relation to insolvency resolution or liquation proceedings of the corporate debtor under the Code could be considered by NCLT. 12. Section 60(5) of the IBC starts with the words "notwithstanding anything to the contrary contained in any of the other law for the time being in force." The non-obstante clause clearly indicates t....
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....R which has nothing to do with the insolvency process or liquidation process under IBC. Thus, the appeal was rightly filed by the Liquidator before this Tribunal. We, therefore, hold that in view of the interpretation of Section 60(5) of the IBC and the decision of the Supreme Court in Gujarat Urja Vikas Nigam Ltd. (supra),the jurisdiction of this Tribunal is not ousted under Section 60(5)of the IBC. The appeal is maintainable. 16. We further find that the Company went in liquidation in March, 2018 prior to the suspension of the securities of the VCCL Company which occurred on 26^th November, 2018. All subsequent action by SEBI would be in contravention to Section 52 of the IBC and direction (e) of NCLT order dated 23rd March, 2018 as ex....