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Judgment
18.02.2026 : Heard learned counsel for the appellant as well as learned counsel for the respondent No. 1, the Chairman of the Monitoring Committee.
This appeal has been filed against the order dated 19.12.2025 passed by the adjudicating authority in I.A. (IBC) No.2449/2025. The application was filed by the appellant, the Successful Resolution Applicant (SRA) whose prayers have been noticed in paragraph 1 of the order, which is as follows:
“a)This Hon'ble Adjudicating Authority be pleased to allow minor clarification in the Approved Resolution Plan inter alia to declare that the shareholding of the Applicant in the Corporate Debtor is reduced from 100% to 95% so as to comply with the provisions of Securities Contracts (Regulation) Rules, 1957 to maintain public shareholding of at least five percent.
(b)This Hon'ble Adjudicating Authority be pleased to pass an order and permit the Applicant to make public issue of the shares of the Corporate Debtor in order to maintain at least five percent of the public holdings in the Corporate Debtor as required under the provisions of the Securities Contracts (Regulation) Rules, 1957.
(c)Pass such other and further orders as this Hon'ble Adjudicating Authority may deem fit and proper in the interest of justice and equity.”
Learned counsel for the appellant referring to the resolution plan submits that resolution plan contains appropriate provisions with respect to subject on which clarification was sought. He has referred to clause (j) under the heading “Share Extinguishment and Issuance Process”, which is as follows:
“j. The Corporate Debtor shall pass a resolution with its newly constituted Board of Directors to the effect the Capital Reduction of the Public Shares. Such Capital Reduction shall be carried out through issuance of new equity shares of the Corporate Debtor on pro-rata basis to the Public Shareholders as per the approved Resolution Plan. It is also proposed that any fraction of shares shall stand reduce to zero and will be decrease the capital to that extent, it is further clarified that no cash consideration would be paid to the shareholder who are entitle to such fraction”
Learned counsel for the appellant has further referred to clause 6 at page 129 of the appeal paper book, which is as follows:
“6.All equity shares held by the Promoters Group shall stand cancelled/ extinguished fully. In respect of the equity shares held by others including the public shareholding, the Resolution Applicant reserves the right to cancel the same in full or partially or allot fresh shares in such ratio as it may deem necessary for the purpose of complying with the SEBI regulations and NSE/BSE rules for relisting and provisions under IBC for the listed entities.”
An affidavit in reply has been filed by the respondent, where in paragraph 2(d) following has been pleaded:
“2.I say that I am in receipt of the Captioned Company Appeal No. 161 of 2026 and in a manner of reply, I rely on the averments in the Appeal as to the facts and wish to only submit the following:
d. I say that it is our view that the Prayers in the present Appeal of the Appellant to determine the shareholding structure for continuation of listing obligations, appears to be in line with the approved Resolution Plan.”
When clause (j) and clause 6 of the resolution plan already has contemplated for share extinguishment and issuance process and the application which was made was only to maintain public shareholding at least 5% which is requirement of Securities Contract Regulation Rules 1957, we are of the view that in the facts of the present case when by the application, applicant was making a prayer for clarification so as to comply the statutory requirement, adjudicating authority ought to have allowed the said application which in no manner was altering the resolution plan. Observation of the adjudicating authority that by the application is seeking indirectly what is impermissible directly, that is modification of the resolution plan.
We do not subscribe to the above observation made by adjudicating authority in paragraph 16. Present is not the case where appellant was asking in any manner modifying the resolution plan for which shareholding which is minimum of 5% is to maintain statutorily has to be complied by the SRA.
Learned counsel for the appellant has also placed reliance on the judgment of this Tribunal in [Comp. App. (AT) (Ins.) No.592/2025] in the matter of ‘Equator Financial Services Ltd.’ Vs. ‘BSE Ltd.’, decided on 15.07.2025 which fully supports the submissions of the appellant.
In view of the aforesaid, we modify the order dated 09.12.2025 and allow the clarification as prayed for and prayers made in the applications are also allowed.
Appeal is disposed of accordingly.