Back
2024 Supreme(Online)(NCLT) 868
NATIONAL COMPANY LAW TRIBUNAL
Dr. Venkata Ramakrishna Badarinath Nandula, MEMBER (JUDICIAL), Sh. Charan Singh, MEMBER (TECHNICAL)
Coleta Software Solutions Pvt Ltd – Appellant
Versus
Covidh Technologies Ltd – Respondent
IA (IBC) 1576/2023 in CP(IB) No.115/9/HDB/2020
For the Applicant: Shri Maligi Madhusudhana Reddy, CA, FCA
For the Respondent: N/A
The court allowed the modification of an approved resolution plan to comply with new regulatory shareholding requirements without prejudicing any stakeholders.
Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Section 60(5); Securities Contracts (Regulation) Rules, 1957 - Rule 19A(5) - Application for modification of the approved resolution plan - Applicant seeks to amend the approved resolution plan post-notification of minimum public shareholding requirement - The resolution plan approved by the tribunal did not consider new rule; applicant argues for compliance with the newly introduced rule in the interests of justice without prejudicing stakeholders - Tribunal finds merit in the application and allows the modification to the resolution plan, enabling the company to comply with the regulatory requirements. (Paras 2, 3, 5, 6, 7)
| Table of Content |
|---|
| 1. application for modification of resolution plan based on regulatory changes. (Para 1 , 2 , 3) |
| 2. court discusses legal framework for amendments post-approval. (Para 4) |
| 3. final decision to allow the amendment for compliance. (Para 5 , 6 , 7) |
ORDER
1. This Application is filed by the Applicant/ Successful Resolution Applicant under Section 60 (5) of the Insolvency and Bankruptcy Rules, 2016 read with Rule 11 of NCLT Rules praying to modify the Order dated 10.01.2022 approving resolution plan with revised shareholding pattern as required under Rule of 19A (5) of the Securities Contracts (Regulation) Rules, 1957 by maintaining the public shareholding of 7.24% of the equity resulting implementation of the resolution plan as approved under 31 of the Insolvency and Bankruptcy Code, 2016 and to pass any other order/ orders this Tribunal may deem fit and appropriate in the interest of justice.
2. The averment s put forth by the Applicant are:
2.1 It is averred that this present application is filed by the Applicant/ Mr. Ganara Narsi Reddy who is the Successful Resolution Applicant submitted that the Resolution Plan for revival of Corporate Debtor which was approved by its Committee of Creditors (CoC) and approved by this Hon’ble Tribunal vide IA No. 393/2021 Orders dated 10.01.2022. 2.2 It is averred that this Tribunal ordered initiation of Corporate Insolvency Resolution Process (CIRP) of the Corporate Debtor on 05.01.2020 which is annexed as (Annexure No.1) herein admitting an application under Section 9 of the Code by one of its Operational Creditor and appointed Mrs. Narala Varalakshmi as Interim Resolution Professional and later was appointed as Resolution Professional by the CoC.
2.3 It is submitted that the Resolution Professional published Expression of Interest, the Applicant herein i.e., Mr. Ganapa Narsi Reddy expressed interest and after confirming its eligibility and providing requisite documents, the Resolution Applicant submitted its Resolution Plan and on 06.07.2021 the CoC conducted 4th meeting which is annexed as (Annexure No.2) and the Resolution Applicant having paid the total plan value of Rs. 30.00 Lakhs as approved by the CoC. The Resolution Applicant has proposed to reduce the 100% of the existing paid-up share capital of the Corporate Debtor though the implementation of the Resolution Plan. Copy of the Resolution Plan along with details of the capital reduction as proposed is in Annexure No.3.
2.4 It is averred that the Resolution Professional filed an IA(IB) 393/2021 for approval of the said Resolution Plan and on 10.01.2022 the same was approved by this Tribunal which is annexed as Annexure No.4 and the Resolution Plan has been successfully completed by the Successful Resolution Applicant. The erstwhile Resolution Professional handed over the assets, properties, accounts and other related information to the SRA as per the approval order.
2.5 It is stated that as per the approved Resolution Plan the Applicant (SRA) completed the cancellation of the 100% of the existing shareholding including public shareholding and allotted shares to SRA in compliance with the approved Resolution Plan relating to all the shareholders.
2.6 It is further stated that the Applicant herein has filed an application for listing of 3,00,000 equity shares as allotted to the SRA and after cancellation of old shares pursuant to the Resolution Plan approved by this Tribunal. The application is filed under Rule 19A (5) of the Securities Contracts (Regulations) Rules, 1957 for relisting of shares was not considered by the BSE Ltd on account of the non-maintenance minimum public shareholding of 5% at the time of filing of application of relisting of shares/securities. As per the above said Rules, every listed company shall maintain public shareholding of at least five percent as a result of implementation of the resolution plan approved under Section 31 of the IBC, 2016 at the time of submission of application for relisting of the e
