# In the matter of Keshav Agrawal Vs. Abhijit Guhathakurta, RP of Videocon Industries Ltd. & Ors. Company Appeal (AT) (Ins) No. 610 of 2021

> NCLAT judgment dated 2021-09-20. Citation: TCN-2021-NCLAT-00096. The case involves an appeal against the approval of a resolution plan for a corporate debtor.…

- **Court:** NCLAT
- **Order date:** 20 Sept 2021
- **Citation:** TCN-2021-NCLAT-00096
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclat-new-delhi/keshav-agrawal-vs-abhijit-guhathakurta-rp-of-videocon-industries-ltd-ors-company-1e6e39ac

## Summary

### Background

The case involves an appeal against the approval of a resolution plan for a corporate debtor. The appellant, a shareholder, claims the resolution plan contravenes provisions of the Companies Act, 2013 and SEBI Regulations, particularly concerning the reduction of share capital. The appellant argues that the Adjudicating Authority approved the plan without ensuring compliance with these provisions and without giving notice to shareholders whose investment has become zero. The appellant also cites a Supreme Court judgment to support the argument that Section 238 of the IBC does not override the Companies Act and SEBI Regulations.

## Facts

Mr. Keshav Agrawal, a shareholder of the Corporate Debtor, filed an appeal against the approval of a resolution plan. He claimed that the resolution plan contravened provisions of the Companies Act, 2013, and SEBI Regulations, specifically regarding the reduction of share capital. The appellant argued that the Adjudicating Authority approved the plan without ensuring compliance with these provisions and without notifying shareholders whose investment had become zero after the plan's approval. The Resolution Professional (RP) argued that the resolution plan was examined as per Section 30(2) of the IBC. The appellant cited a Supreme Court judgment (Macquarie Bank Ltd. Vs. Shilpi Cable Technologies Ltd.) to support the argument that Section 238 of the IBC does not

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## Issues and analysis

### Issue 1: Whether the resolution plan contravenes provisions of the Companies Act, 2013 and SEBI Regulations, …

**Ratio:** The court relied on the principle that if any approval of shareholders is required under

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**Reasoning:** The court reasoned that there are deeming provisions in regard to compliance of the

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**Interpretation:** The interpretation of Section 30(2)(e) of the IBC, along with the explanation

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**Application:** The court applied this principle to the facts of the case, noting that any

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## Parties

- **Judges:** Jarat Kuma…; Ashok Kumar…
- **Appellants:** Keshav Ag…
- **Respondents:** Videocon Industrie…; Abhijit Guhathakur…

## Timeline

- **2021-09-20 — Order Da…**: Order passed by the NCLAT…

## Legal provisions

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

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