# In the matter of Oriental Carbon & Chemicals Ltd. vs. OCCL Ltd.

> NCLAT judgment dated 2024-05-27. Citation: TCN-2024-NCLAT-00406. The case involves an appeal against an order dated 10th April, 2024, passed by the National…

- **Court:** NCLAT
- **Order date:** 27 May 2024
- **Citation:** TCN-2024-NCLAT-00406
- **Category:** IBC
- **Source page:** https://caseease.in/cases/ibc/nclat-new-delhi/oriental-carbon-chemicals-ltd-vs-occl-ltd-93e269df

## Summary

### Background

The case involves an appeal against an order dated 10th April, 2024, passed by the National Company Law Tribunal (NCLT), Ahmedabad Bench, which approved a Scheme of Arrangement of Demerger between Oriental Carbon & Chemicals Limited (the Appellant) and OCCL Limited (the Respondent). The NCLT modified the Appointed Date in the scheme to the date of pronouncement of the impugned order, which deviated from the agreed terms of the Scheme and Circular No. 09/2019 issued by the Ministry of Corporate Affairs. The Appellant challenged this modification.

## Facts

Oriental Carbon & Chemicals Limited (Appellant) filed an appeal against an order by the National Company Law Tribunal (NCLT), Ahmedabad, dated April 10, 2024. The NCLT approved a Scheme of Arrangement of Demerger between the Appellant and OCCL Limited (Respondent). The Appellant is a publicly listed company engaged in manufacturing and selling chemicals and investments. OCCL Limited, a wholly-owned subsidiary of the Appellant, was incorporated in 2022 for chemical business operations. The Scheme sought to demerge the Demerged Undertaking from the Appellant to the Respondent. The Appointed Date, defined in the Scheme as an Effective Date or as decided by the Parties, was agreed upon by the Board of Directors of both companies. The NCLT modified the Appointed Date to

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## Issues and analysis

### Issue 1: Whether the NCLT had the jurisdiction to modify the Appointed Date in the Scheme of Arrangement of …

**Ratio:** The jurisdiction of the company court while sanctioning the scheme is supervisory only,

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**Reasoning:** The appellate tribunal held that the NCLT exceeded its jurisdiction by modifying the

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**Interpretation:** The court's power in sanctioning a scheme of arrangement is limited to ensuring

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**Application:** In this case, the appellate tribunal found that the NCLT's modification of the

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## Parties

- **Judges:** Yogesh K…; Ajai Das Me…
- **Appellants:** Oriental Carbon &…
- **Respondents:** OCCL…

## Timeline

- **2024-04-10 — NCLT Ord…**: National Company Law Tribunal, Ahmedabad Bench, passed an order approving a Scheme of…
- **2024-05-27 — Appeal F…**: Oriental Carbon & Chemicals Limited filed…

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