# In the matter of Nikhil Jain & Ors. vs. Anil Goel, Liquidator of Birla Cotsyn (India) Ltd.

> NCLAT judgment dated 2024-08-20. Citation: TCN-2024-NCLAT-00250. The appeal challenges an order by the National Company Law Tribunal (NCLT), Mumbai, which…

- **Court:** NCLAT
- **Order date:** 20 Aug 2024
- **Citation:** TCN-2024-NCLAT-00250
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclat-new-delhi/nikhil-jain-ors-vs-anil-goel-liquidator-of-birla-cotsyn-5ab72836

## Summary

### Background

The appeal challenges an order by the National Company Law Tribunal (NCLT), Mumbai, which mandated the Liquidator of Birla Cotsyn (India) Ltd to obtain a No-Objection Certificate (NOC) from the Bombay Stock Exchange (BSE) before approving a Scheme of Arrangement for the revival of the Corporate Debtor. The application for the Scheme of Arrangement was filed by the Liquidator under Section 230 of the Companies Act, 2013, read with Section 66 of the same act and Regulation 2-B of the IBBI (Liquidation Process) Regulations, 2016. The NCLT's order was based on the interpretation that Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), requires such an NOC.

## Facts

Birla Cotsyn (India) Ltd is undergoing liquidation. The Liquidator filed an application before the NCLT, Mumbai, under Section 230 of the Companies Act, 2013, for approval of a Scheme of Arrangement for the revival of the Corporate Debtor. The NCLT directed the Liquidator to obtain a No-Objection Certificate (NOC) from the Bombay Stock Exchange (BSE) before approving the Scheme. The Liquidator, supporting the appellant's case, stated that the Corporate Debtor is under liquidation and has no shareholders. The BSE argued that Regulation 37(1) and (2) of the LODR require a prior NOC from the stock exchange before filing any scheme of arrangement. The Liquidator argued that the scheme offers Rs. 52.3 Crore for the Corporate Debtor, which is three times the offers made by

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## Issues and analysis

### Issue 1: Whether Regulation 37(1) and (2) of the SEBI (Listing Obligations and Disclosure Requirements) …

**Ratio:** Regulation 37(1) and (2) of the LODR mandate that a 'listed entity' must obtain a

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**Reasoning:** The tribunal reasoned that Section 230(1) of the Companies Act contemplates four

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**Interpretation:** The court interpreted that the term 'listed entity' in Regulation 37(1) and (2)

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**Application:** The tribunal applied this reasoning to the present case, stating that since the

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## Parties

- **Judges:** Yogesh K…; Ajai Das Me…
- **Appellants:** Nikhil…
- **Respondents:** Birla Cotsyn…; Anil…
- **Advocates:** Arun Kath…; Krishnendu…; +10 more

## Timeline

- **2024-04-04 — NCLT Ord…**: Order passed by the National Company Law Tribunal (NCLT), Mumbai, directing the…
- **2023-05-16 — Scheme Receive…**: The Scheme of Arrangement was received…

## Legal provisions

- [Insolvency and Bankruptcy Code, 2016, Section 238 — Provisions of this Code to override other laws](https://caseease.in/legal-provisions/insolvency-and-bankruptcy-code-2016/section-238)

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