Judicial Analysis Court Copy Headnote Facts Arguments Court observation

2026 Supreme(Online)(NCLT) 1642

NATIONAL COMPANY LAW TRIBUNAL
SANJIV JAIN, Judicial Member, VENKATARAMAN SUBRAMANIAM, Technical Member
TAPSTIA INDUSTRIAL MICRO ESTATE LANDMARK AUTO ENGINEERING CONSORTIUM LIMITED – Appellant
Versus
Income Tax Department Corporate Ward-3[1] Chennai – Respondent
CA(CAA)/70(CHE)/2024|CP(CAA)/38(CHE)/2025|CP/91/CHE/2021

Advocates:
For the Appellants/Petitioners: Vijay Vigneshwar, Jayanth Viswanathan, PCS
For the Respondents: Raj Jhabakh

Third-party LLPs eligible to propose Section 230 schemes during company liquidation under IBC to maximize asset value and enable revival; unanimously approved scheme sanctioned by Tribunal.

Headnote:(A) Companies Act, 2013 - Sections 230-232 - Insolvency and Bankruptcy Code, 2016 - Section 33 - IBBI (Liquidation Process) Regulations, 2016 - Regulation 2B - Scheme of compromise or arrangement during liquidation process - Liquidator filed petition seeking approval of scheme proposed by third-party LLP scheme proponent for company under liquidation - Scheme approved by stakeholders unanimously in meetings - Tribunal held that third parties, including LLPs, eligible to propose schemes under Section 230 during liquidation to maximize asset value and revive corporate debtor - Section 230(1) empowers liquidator to propose arrangements between company and creditors/members - No bar under IBC on third-party schemes - Sufficient publications made for claims and hearings - No waiver of post-approval statutory dues - Scheme sanctioned as it aids revival, binding on all stakeholders. (Paras 33.7-33.11, 34-40)

(B) Companies Act, 2013 - Section 230 - Effective date and appointed date - In liquidation schemes, both dates fixed as date of Tribunal approval - Compliant with MCA Circular No.09/2019. (Para 33.14)

(C) Approval process - Notices issued to statutory authorities - No objections from Income Tax; Regional Director objections addressed - Unanimous creditor approval; monitoring committee proposed. (Paras 13-17, 31)

Facts of the case:
Company under liquidation since liquidation order, possessing vacant land asset - Liquidator invited EOIs for schemes under Section 230 - Scheme proponent submitted scheme after stakeholder consultations and meetings - 1st Motion approved meetings; stakeholders unanimously approved - 2nd Motion petition filed post notices to authorities and publications.

Findings of Court:
Scheme approved; effective date as order date - Payments to secured creditor Rs.13 crores full settlement; pro-rata to unsecured creditors Rs.7.98 crores via cash/land - Equity capital cancelled; fresh shares to scheme proponent nominee - No dissolution; revised MoA/AoA to be filed - No exemption from stamp duty/taxes.

Issues: Eligibility of LLP as scheme proponent under Section 230; fixation of effective/appointed date; sufficiency of claim publications; waiver of statutory dues; compliance with filing requirements; stakeholder approvals and statutory responses.

Ratio Decidendi: Third-party LLPs can propose Section 230 schemes in liquidation per Regulation 2B and Section 230(1), aligning with IBC revival objective - Sufficient publications ensured creditor participation - Post-scheme statutory dues not waivable - Scheme maximizes value, unanimously approved, hence sanctioned.

Result: Scheme sanctioned.

Table of Content
1. liquidation process and eoi for scheme (Para 1 , 2 , 3 , 4 , 5 , 6 , 7)
2. stakeholder meetings and approvals (Para 8 , 9 , 10 , 11)
3. motion applications and notices (Para 13 , 14 , 15 , 16 , 17)
4. scheme rationale and capital structure (Para 18 , 19 , 20 , 21 , 22 , 23 , 24)
5. creditor claims treatment and payments (Para 25 , 26 , 27 , 28 , 29 , 30)
6. statutory authorities' responses (Para 31 , 32)
7. tribunal addresses rd objections (Para 33)
8. ibc prioritizes revival via schemes (Para 34 , 35 , 36 , 37 , 38 , 39 , 40)
9. scheme sanctioned with conditions (Para 41 , 42 , 43 , 44 , 45)

O R D E R

(Heard through Hybrid Mode)

1. This Petition has been filed by the Liquidator of Tapstia Industrial Micro Estate Landmark Auto Engineering Consortium Limited being the Company Under Liquidation under Section 230 and other applicable provisions of the Companies Act, 2013 read with regulation 2B of the IBBI (Liquidation Process) Regulations, 2016, The Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the NCLT Rules, 2016, seeking the following reliefs:

1.1.Fix the date of final hearing of the Company Petition for approval of the scheme of compromise and

1.2.Order service of notices to statutory authorities and paper publication intimating the date of final hearing pursuant to Rule 16 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

1.3.Sanction the Scheme of Compromise between the Petitioner Company, binding upon all its stakeholders.

1.4.Pass such other orders as the Tribunal may deem fit in the interest of Justice.

BRIEF FACTS

2. The Corporate Debtor was admitted into Corporate Insolvency Resolution Process vide order of this Tribunal dated 17.11.2021 and was thereafter ordered for liquidation vide order dated 20.01.2023. The Applicant was appointed as the liquidator.

3. The liquidator upon his appointment, in compliance with the provisions of the code and the regulations made thereunder, issued a public announcement inviting claims from the stakeholders of the CD in Times of India (English) and Makkal Kural (Vernacular), on 24.01.2023. The liquidator received the claims from the creditors and filed the list of stakeholders pursuant to Regulation 31 of the IBBI (Liquidation Process) Regulations, 2016 with the NCLT on 05.04.2023.

4. The liquidator pursuant to Regulation 13 of the IBBI (Liquidation Process) Regulations, 2016 prepared and submitted the preliminary report along with the Asset Memorandum (Pursuant to Regulation 34 of the IBBI (Liquidation Process) Regulations, 2016) with the NCLT on 05.04.2023. The CD, as on the liquidation commencement date had only one property in liquidation estate i.e., a vacant land of 18.185 Acres situated at TIMELAC industrial estate, Alamadhi Village, Ponneri Taluk and Pammadukulam Village, Avadi Taluk, Thiruvallur District –

600 058.

5. The liquidator published invitation for EOI on 21.02.2023 inviting prospective scheme proponents to submit their scheme under Section 230 of the Companies Act, 2013.

6. Pursuant to the Notice inviting EOI, M/s. GEMINI PROPERTY DEVELOPERS INDIA LLP (Herein after referred as Gemini) expressed its interest to submit a scheme under section 230 of the Companies Act, 2013. However, the said scheme proponent submitted only the summary of the scheme and failed to submit the required EMD and the scheme as per the timelines mentioned in the invitation for EOI.

7. Thereafter, the Stake Holders in the Second Meeting dated 11-05-2023, passed a resolution for a fresh Invitation of EOI to be published for submission of scheme. Subsequent to the Second EOI published, GEMINI PROPERTY DEVELOPERS INDIA LLP (Gemini), again submitted its Expression of Interest on 05-07-2023 and also deposited the required Earnest Money Deposit (EMD) of Rs. 1 Crore on 21-07-2023, to the Liquidation Bank Account.

8. It is stated that, GEMINI PROPERTY DEVELOPERS INDIA LLP, the Scheme Proponent submitted the scheme on 27-07-2023 within the timelines specified in

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2026 Supreme(Online)(NCLT) 1642

Third-party LLPs eligible to propose Section 230 schemes during company liquidation under IBC to maximize asset value and enable revival; unanimously approved scheme sanctioned by Tribunal.

Cases Referred (1)