A company is under a resolution process and NCLT has approved a resolution plan submitted by the resolution applicant and a copy of the order is yet to be received.

As per resolution plan submitted by the resolution applicant, below are the compliances which are need to be done:

v Shareholders/Share Application Money:



Ø On the Trigger Date (date of the NCLT order), the Resolution Applicant shall subscribe to the shares of the Corporate Debtor as per the provisions of this Resolution Plan. Thereafter, upon the issuance of the RA Equity Shares, pursuant to the implementation of the Resolution Plan, the Resolution Applicant and its Nominees shall hold the entire share capital of the Corporate Debtor.



Do we need to file PAS-3 in this case? If we file the same then the paid up capital of the company will be increased. So please guide me how to deal with this. And also guide me how to comply with the minimum shareholders criteria in this case.



Ø The existing capital shall be treated as Zero on the date of approval of the Resolution Plan and shares allotted in the name of erstwhile shareholders shall stand cancelled upon approval of Resolution Plan without any consideration or claim or rights. Further, Share Application Money and Unsecured Financial Creditors holding any rights for issuance of shares of Corporate Debtor at a future date shall not be paid any amount and/or no shares shall be issued to them.



When we file an NCLT order in the form INC-28, the cancellation of shares will reflect in the master data of the company, or we have to file some particular form for the same. Please guide me.



v Reconstitution of the Board and other matters:-



Ø On the Trigger Date, the Resolution Applicant/ its Nominees shall reconstitute the Board of Directors of the Corporate Debtor (“Reconstituted Board”) by appointing the directors nominated by the Resolution Applicant/ its Nominees on the Board.



Ø The powers of the existing Board of directors of the Corporate Debtor shall remain suspended till the formation of the Reconstituted Board and the said powers shall be discharged by the Monitoring Committee constituted as per the provisions of this Resolution Plan. The members of the Monitoring Committee shall be subject to and bound by the terms of this Resolution Plan. All filings required to be made to the Registrar of Companies (ROC) as per the provisions of the Companies Act for change in composition of board of directors shall be complied with by the Resolution Professional/ existing Board of Directors as the case may be.


In this case resignation from the existing directors would be required?

Can we file a form with the DSC of the resolution professional?