# In the matter of K K Sarachandra Bose vs. Sel Manufacturing Company Ltd. & Ors. Company Appeal (AT) (Insolvency) No. 1068 of 2022

> NCLAT judgment dated 2023-02-15. Citation: TCN-2023-NCLAT-00721. The appeal was filed against the order dated 10th February 2021, passed by the National…

- **Court:** NCLAT
- **Order date:** 15 Feb 2023
- **Citation:** TCN-2023-NCLAT-00721
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclat-new-delhi/k-k-sarachandra-bose-vs-sel-manufacturing-company-ltd-ors-company-appeal-3cc5c58d

## Summary

### Background

The appeal was filed against the order dated 10th February 2021, passed by the National Company Law Tribunal, Chandigarh Bench, Chandigarh, approving the Resolution Plan as approved by the Committee of Creditors. The appellant, a shareholder of the Corporate Debtor, challenged the approval of the Resolution Plan Order, alleging non-compliance with Sections 100 to 105 of the Companies Act, 1956, and Section 188, as well as Section 236 of the Companies Act, 2013.

## Facts

The appellant, K K Sarachandra Bose, a shareholder of the Corporate Debtor, filed an appeal against the order dated 10th February 2021, passed by the National Company Law Tribunal, Chandigarh Bench, Chandigarh, which approved the Resolution Plan. The appellant challenged the approval of the Resolution Plan Order, alleging non-compliance with Sections 100 to 105 of the Companies Act, 1956, and Section 188, as well as Section 236 of the Companies Act, 2013. The appellant argued that there was an actual reduction in the shares of the appellant and no consent of the shareholder was taken. The respondent contended that no approval of the shareholder is required in law for the approval of the Resolution Plan, referring to Section 30(2) Explanation of the I & B Code,

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## Issues and analysis

### Issue 1: Whether the approval of the Resolution Plan requires the consent of the shareholder when there is a …

**Ratio:** The approval of the Resolution Plan does not necessarily require the consent of the

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**Reasoning:** The respondent contended that no approval of the shareholder is required in law for the

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**Interpretation:** Section 30(2) Explanation of the I & B Code, 2016 clarifies the

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**Application:** The tribunal applied the principle that shareholder consent is not necessarily

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## Parties

- **Judges:** Ashok Bh…; Barun M…
- **Appellants:** K K Sarachandra…
- **Respondents:** A M/s. Sel…

## Timeline

- **2021-02-10 — Order by…**: The National Company Law Tribunal, Chandigarh Bench, Chandigarh, passed an order…
- **2023-02-15 — Hearing by…**: The National Company Law Appellate Tribunal…

## Legal provisions

- [Insolvency and Bankruptcy Code, 2016, Section 30(2) — Submission of resolution plan](https://caseease.in/legal-provisions/insolvency-and-bankruptcy-code-2016/section-30)

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