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Advocate Anup Pathak, in the capacity of a non-promoter shareholder of DHFL, has moved before the NCLAT challenging order dated June 7, 2021, passed by NCLT, Mumbai.

It is the contention of the appellant that the Committee of Creditors has acted malafide by selling the corporate debtors company to Piramal Capital & Housing Finance, without taking care of the interest of the shareholders.

On June 11, 2021, Respondent 4, that is, Piramal Housing Finance uploaded a circular related to suspension of trading in equity shares with effect from June 14.

On the same date, Respondent 5, that is, National Stock Exchange issued a notice subjected to suspension of trading in equity shares which came in the notice of the applicant on June 14.

“Respondent 1,2,3 & 4, either solely and/or collectively have failed to inform and obtaining the consent of the appellant about the acquisition of equity shares held by the shareholders in corporate debtor company, at Rs ZERO under resolution plan, by way of reduction in paid-up capital”, appellant states.

It is further added that the resolution plan proposed by the RP is in contravention of Section 230 of the Companies Act, 2013 and that the intent of IBC seems misplaced by the act of delisting the public shareholding in the company.

Questions of Law raised by the Appellant:

1. Whether the Hon’ble Adjudicating Authority erred in not adhering to the principles of Natural Justice wherein it proceeded to pass the Impugned order without even a passing reference to minority shareholders?
2. Whether reduction in Share capital is as per section 66, Companies Act, 2013?
3. Whether Respondent 1 defaulted in its duties by not considering the Fair Market value of Equity shares and only relied upon erred report produced by appointed valuation advisors, even after having the books of account of the Corporate Debtor as per Section 21 of the Code?
4. Whether the non-disclosure of material information by the Respondent 1 before approval of Resolution plan under Section 31 of the Code, would amount to lack of proper assistance by the RP leading to process being vitiated?
5. Whether the resolution plan, as approved by the Adjudication Authority, is in accord with the Regulation 38(1A) CIRP regulations?
6. Whether the Hon’ble Adjudicating Authority failed to appreciate that there was gross misconduct on behalf of Respondent 1 and the Committee of Creditors?

June 7 order by NCLT Mumbai, approves the resolution plan as proposed by the IRP.

Respondent 1: Mr R Subramaniakumar, Administrator DHFL; Respondent 2: DHFL; Respondent 3: Committee of Creditors; Respondent 4: Piramal Capital & Housing Finance; Respondent 5: NSE; Respondent 6: BSE

The appeal has been filed on behalf of Advocate Anup Pathak.