The tribunal confirmed that share transfers can occur during liquidation if bona fide and not prejudicial, supporting regulatory compliance under SEBI rules.

ORDER

(Hearing through hybrid mode)

The present application has been filed byEpic Concesiones Private Limited, the Applicant under Section 60 (5)(c) of the Insolvency and Bankruptcy Code ('Code'/ 'IBC'), 2016 read with Rule 11 of the NCLT Rules, r/w Section 334 of the Companies Act , 2013 (As Amended by the , 2106, seeking permission of this Hon’ble Tribunal for transfer of 1,43,00,000 equity shares constituting 11% of the issued and paid-up share capital of the Corporate Debtor, Sical Iron Ore Terminals Limited, during the subsistence of the liquidation process, and for consequential directions to the Liquidator to take the said transfer on record, with the following reliefs:

“PRAYER:

In view of the aforesaid facts and circumstances, it is most respectfully prayed that this Ld. Adjudicating Authority may be pleased to:

(a) to permit the transfer of 1,43,00,000 equity shares held by the Applicant in the Corporate Debtor, comprising 11% of the issued and paid-up share capital of the Corporate Debtor, to Neelambur Madukkarai Tollway Private Limited, during the ongoing liquidation process of the Corporate Debtor;

(b) consequently direct the Respondent to take on record the transfer of the shares in the Corporate Debtor;

(c) waive the requirements of Rule 9A (3) of Companies (Prospectus and Allotment of Securities) Rules, 2014 with respect to dematerialization of the securities of the Applicant held in the Corporate Debtor; and d) pass such other Order(s) as this Ld. Adjudicating Authority deem fit.”

2. SUBMISSIONS OF THE APPLICANT:

2.1. The Applicant submits that the Corporate Debtor was admitted into CIRP vide order dated 01.03.2022 passed in CP(IB)114/(CHE)2021 and, upon failure of the resolution process, was ordered to be liquidated vide order dated 23.06.2023 under Sections 33(2) and 34 of the Code, appointing the Respondent as Liquidator. The liquidation period has subsequently been extended, and the liquidation proceedings are ongoing as on the date of filing of the present application.

2.2. It is submitted that it holds 11% of the equity share capital of the Corporate Debtor. The Applicant is a wholly owned subsidiary of Epic Concesions Private Limited, which in turn is a portfolio company of Infrastructure Yield Trust (InvIT). As part of a larger group-level restructuring, an InvIT is proposed to be set up and registered with SEBI, pursuant to which the entire shareholding of the Applicant would vest in the InvIT.

2.3. It is submitted that under the SEBI (Infrastructure Investment Trusts) Regulations, 2014, an InvIT is permitted to hold shares only in “eligible investee companies” engaged in infrastructure activities. Since the Corporate Debtor is undergoing liquidation under the Code and is not carrying on infrastructure business, it does not qualify as an eligible investee company. Consequently, continuation of the Applicant’s shareholding in the Corporate Debtor would be impermissible under the applicable SEBI InvIT Regulations.

2.4. It is submitted that in order to comply with the aforesaid regulatory requirements, the Applicant has entered into a Share Purchase Agreement dated 05.06.2025 with Neelambur Madukkarai Tollway Private Limited for transfer of its entire shareholding of 1,43,00,000 equity shares in the Corporate Debtor. The Applicant submits that the said transfer is a bona fide regulatory-driven transaction and is not intended to defeat or delay the liquidation process of the Corporate Debtor.

2.5. It is further submitted that an independent registered valuer has valued the shares of the Corporate Debtor held by the Applicant, and as per the valuation report dated 28.08.2025, the fair value of each such share has been determined to be nil. The boards of directors of both the Applicant and the proposed transferee have approved the said share transfer by resolutions dated 05.06.20