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TMI Blog2019 (11) TMI 1051X X X X Extracts X X X X X X X X Extracts X X X X ..... ellant submits that there is no requirement for permission of SEBI which stands dispensed with as per regulations mentioned therein. In view of the specific plea taken by the SEBI - 3rd Respondent, no further clarification is required. The Resolution Applicant will act in accordance with the stand taken by the SEBI and in accordance with law, if not yet taken - the order dated 26th July, 2019 passed by the Adjudicating Authority (Ahmedabad Bench) stands clarified/modified. Appeal disposed off. - Company Appeal (AT) (Insolvency) No. 942 of 2019 - - - Dated:- 18-11-2019 - Justice S.J. Mukhopadhaya, Chairperson And Justice Bansi Lal Bhat, Member (Judicial) For The Appellant : Mr. Ramji Srinivasan, Senior ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t having to follow the requirements processes set out in the SEBI (Delisting of Equity Shares) Regulation, 2009 (subject to any conditions that SEBI may prescribe in this regard), this Plan will be deemed to have been amended to provide for delisting of the Company s shares as part of this Plan, in accordance with the terms of such exemption as allowed by SEBI; (ii) if SEBI allows material related party transactions to be undertaken by corporate debtors as part of resolution plans and/or disposal by corporate debtors of shares in material subsidiaries and/or dealing in assets of material subsidiaries, without having to obtain shareholders approval in accordance with the LODR, no shareholders approval will be required in respect of such tr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt creditors, in terms of resolution plans under the IBC, then this Plan shall be deemed to be amended to the extent that the debts owed by the Company to non-resident creditors, will be assigned to the ARC Trust(without payment of additional amounts as consideration for such assignment); (vii) if any amendments are made to Section 56(2) of the Income Tax Act, 1961 and the rules framed thereunder, to provide special dispensation with respect to determination of the fair value of shares or assets transferred to a resolution applicant pursuant to a resolution plan under the IBC, then this Plan shall be deemed to be amended to the extent that the Per Share Price shall be Re. 1(Rupee One) for transfer of shares of the Company (following invocat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... section 53 of the Code, or the specific price, if any, proposed to be paid to the promoter group or other shareholders under the Resolution Plan, whichever is higher, as envisaged under the provisions of SEBI (Delisting of Equity Shares) Regulations, 2009 (as amended). Thereafter the impugned order dated 26th July, 2019 was passed by the Adjudicating Authority with the following observations : With regard to 11.1.6 page no. 36 of the Resolution Plan, (para 28 of the order dated 08.03.2019), it is hereby clarified that approval of this bench (NCLT) in respect of Face Value Reduction and the Promoter Capital Reduction is/are dispensed with, however the applicant shall approach to the Competent Authority(s) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ved as the said order does not issue any direction with regard to the prayer for amendment of the Resolution Plan to include a procedure to complete the delisting of equity shares. 6. It is submitted that the short issue which pertains to Respondent No. 3 that needs to be dealt here is the applicability of SEBI (Delisting of Equity Shares) Regulations, 2009 (for short Delisting Regulations) in the case in hand. It is submitted that vide amendment dated 31-05-2018, in SEBI (Delisting of Equity Shares Regulations, 2018, sub-regulation (3) was inserted after sub-regulation (2) of the Regulation 3, which inter-alia provides for:- Nothing in these regulations shall apply to any delisting of equity shares of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cognized stock exchanges within one day of resolution plan being approved under section 31 of the Insolvency and Bankruptcy Code, 2016 (No. 31 of 2016) The Respondent No. 3 herein submits that SEBI does not provide any exemption/ waiver from the applicability of Delisting Regulation except as provided under Regulation 3 (3) of Delisting Regulation. 7. With respect to relief prayed by the Appellant, it is most humbly submitted that for cases under IBC, Delisting Regulations shall not apply only if delisting is in accordance with Regulation 3 (3) (including compliance with its provisions) of delisting Regulations which provided that such resolution plan must be approved under section 31 of IBC and either l ..... X X X X Extracts X X X X X X X X Extracts X X X X
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