Ms Nirmal Ujjwal Credit Co-Operative Society Ltdv.Ravi Sethia & Ors

Legal Analysis: M/S Nirmal Ujjwal Credit Co-Operative Society Ltd. vs. Ravi Sethia & Ors

Citation: 2026 INSC 338

Court: Supreme Court of India

Coram: Justice J.B. Pardiwala and Justice K.V. Viswanathan (Two‑Judge Bench)

Judgment Author: The judgment is delivered by the Bench collectively (signed by both judges)

Date of Decision: April 9, 2026

Nature of Judgment: This is a judgment by a Two‑Judge Bench of the Supreme Court in its civil appellate jurisdiction, arising from a statutory appeal against an order of the National Company Law Appellate Tribunal (NCLAT). The appellant sought to withdraw the appeal, which was permitted, but the Court proceeded to explain the legal position regarding the expression “any other institution in the same line of business” under Section 64(d) of the Multi‑State Co‑operative Societies Act, 2002, and its interplay with the Insolvency and Bankruptcy Code, 2016.

1. Synopsis of the Judgment

The appellant, a Multi‑State Co‑operative Society (MSCS), had submitted a resolution plan for the corporate debtor (Morarji Textiles Ltd.) under the Insolvency and Bankruptcy Code, 2016 (IBC). The Resolution Professional and the Committee of Creditors (CoC) declared the appellant ineligible on the ground that its proposed investment violated Section 64(d) of the Multi‑State Co‑operative Societies Act, 2002 (2002 Act), which permits an MSCS to invest only in a subsidiary institution or an institution “in the same line of business” as the MSCS. The NCLT and NCLAT upheld the ineligibility. Before the Supreme Court, the appellant sought to withdraw the appeal. The Court permitted the withdrawal but, recognising the importance of the legal issue, proceeded to explain the correct interpretation of the expression “same line of business”. The Court held that the determination must be made with reference to the bye‑laws of the MSCS, which constitute the decisive charter document, and that a substantial or predominant sameness in core business activities is required. Applying this standard, the Court found that the appellant (primarily a financial co‑operative with limited agro‑processing activity) was not in the same line of business as the corporate debtor (engaged in man‑made fibre/viscose manufacturing). The appeal was dismissed as withdrawn, with a clarification that the Corporate Insolvency Resolution Process (CIRP) shall continue in accordance with law.

2. Basic Information of the Judgment

Case Title: M/S Nirmal Ujjwal Credit Co‑Operative Society Ltd. vs. Ravi Sethia & Ors.

Civil Appeal No.: 11193 of 2025

Bench: Justice J.B. Pardiwala and Justice K.V. Viswanathan

Date of Decision: April 9, 2026

Citation: 2026 INSC 338

Appeal From: Judgment and order dated 21.08.2025 of the National Company Law Appellate Tribunal, New Delhi in Company Appeal (AT)(Ins) No. 790 of 2025, affirming the order of the NCLT, Mumbai dated 09.04.2025 in CP (IB) No. 1318 of 2025.

3. Legal Framework

This judgment involves the interpretation of Section 64(d) of the Multi‑State Co‑operative Societies Act, 2002 (as amended in 2023) and its interplay with Section 30(2)(e) of the Insolvency and Bankruptcy Code, 2016, which requires that a resolution plan must not contravene any law for the time being in force.

A. Key Provisions of Law:

Multi‑State Co‑operative Societies Act, 2002:

• Section 64(d): A multi‑State co‑operative society may invest or deposit its funds “in the shares, securities or assets of a subsidiary institution or any other institution in the same line of business as the multi‑State co‑operative society”.

• Section 10(2): Requires the bye‑laws of an MSCS to contain, inter alia, the objects of the society.

• Section 11: Empowers an MSCS to amend its bye‑laws, including its objects, in accordance with prescribed procedure.

Insolvency and Bankruptcy Code, 2016:

• Section 5(25): Definition of “resolution applicant”.

• Section 30(2)(e): The resolution professional must confirm that the resolution plan does not contravene any provision of law for the time being in force.

• Section 29A: Specifies persons ineligible to be resolution applicants.

B. Related Precedents and Materials (Discussed in the Judgment):

• Joint Parliamentary Committee Report dated 15.03.2023: The JPC, while examining the 2023 amendment to Section 64(d), noted that the earlier phrase “any other institution” was open‑ended and had been misused. The insertion of “in the same line of business” was intended to prevent diversion of funds into unrelated investments and to secure the safety of members’ deposits. The Committee also clarified that MSCSs retain autonomy to frame or amend their bye‑laws to decide their line of business. (Paras 33-35)

• SEBI (Delisting of Equity Shares) Regulations, 2021: Referred to illustratively for the principle that determination of “same line of business” is assessed on the basis of principal economic activities, including classification under NIC Codes. (Para 37)

(No judicial precedents were cited in the judgment as the Court primarily relied on the JPC report and statutory interpretation.)

4. Relevant Facts of the Case

• The Appellant (MSCS): M/S Nirmal Ujjwal Credit Co‑Operative Society Ltd. is a multi‑State co‑operative society registered under the 2002 Act. It operates a textile unit named “Nirmal Textile” in Nagpur with separate GST registration and factory licence.

• Amendment to Section 64 (03.08.2023): The Government of India amended Section 64 of the 2002 Act, inserting the qualifying phrase “in the same line of business” in clause (d).

• Amendment to Bye‑laws (24.09.2023): The appellant held an AGM and resolved to amend Clause 52 of its bye‑laws to incorporate the verbatim language of amended Section 64(d). The Central Registrar approved the amendment on 24.01.2024.

• CIRP of Corporate Debtor (09.02.2024): The NCLT commenced CIRP of Morarji Textiles Ltd. (corporate debtor) and appointed respondent No.1 as IRP/RP.

• EOI and Resolution Plan: The appellant submitted its Expression of Interest (EOI) on 18.05.2024 and its resolution plan on 27.08.2024 for a total sum of Rs. 120 Crores (later increased to Rs. 169 Crores). The RP included the appellant in the provisional and final list of PRAs.

• RP’s Declaration of Ineligibility (10.02.2025): The RP declared the appellant ineligible, holding that its bye‑laws did not permit investment in the corporate debtor and that the investment would contravene Section 64(d) of the 2002 Act.

• NCLT Order (09.04.2025): The NCLT dismissed the appellant’s application, holding that the appellant was not in the same line of business as the corporate debtor.

• NCLAT Order (21.08.2025): The NCLAT affirmed the NCLT’s decision, observing that the appellant’s business was agro‑based textile processing, while the corporate debtor was in man‑made fibre/viscose, and that the bye‑laws did not permit such investment.

• Appeal to Supreme Court: The appellant filed a statutory appeal. Before judgment could be delivered, the appellant sought permission to withdraw the appeal, citing developments. The Court permitted withdrawal but decided to explain the legal position on the interpretation of “same line of business”.

5. Issues Identified by the Supreme Court

• What is the meaning and scope of the expression “any other institution in the same line of business” under Section 64(d) of the Multi‑State Co‑operative Societies Act, 2002?

• Whether the determination of “same line of business” is to be made with reference to the bye‑laws of the MSCS or on the basis of other factors such as revenue or profitability.

• Whether the appellant (MSCS) was in the same line of business as the corporate debtor (Morarji Textiles Ltd.) so as to be eligible to invest its funds under Section 64(d) and, consequently, to submit a resolution plan under the IBC.

• What is the effect of an amendment to the investment clause (Clause 52) of the bye‑laws on the eligibility under Section 64(d) in the absence of a corresponding amendment to the object clause?

6. Ratio Decidendi (The Reasoning and Decision of the Court)

A. Interpretation of “Same Line of Business” – Legislative Intent from JPC Report

The Court held that the expression “same line of business” is not defined in the 2002 Act, and therefore, the deliberations of the Joint Parliamentary Committee (JPC) while examining the 2023 amendment provide crucial guidance. The JPC noted that the earlier phrase “any other institution” was open‑ended and had been misused for dubious investments. The amendment was intended to: (i) prevent diversion of funds into unrelated investments; (ii) secure the safety and security of members’ deposits; and (iii) ensure that investments are limited to institutions falling within the line of business as reflected in the bye‑laws of the MSCS. At the same time, the JPC clarified that MSCSs retain autonomy to frame or amend their bye‑laws democratically to decide their line of business. (Paras 33-35)

B. Determination Must Be Based on Bye‑laws, Not Revenue or Profitability

The Court held that the determination of whether an institution operates in the same line of business as an MSCS must be made with reference to the bye‑laws, which constitute the decisive charter document. The objects and functions contained in the bye‑laws (particularly Clause 5) define the line of business. The Court clarified that revenue earned or profit/loss incurred has no relevance in determining the standard of the same line of business. While the NCLAT had relied on the fact that the appellant earned Rs. 194.27 Cr. from financial services and its textile unit incurred a loss, the Supreme Court expressly disapproved of this approach, stating that such financial metrics are irrelevant. (Paras 36, 46)

C. The Appellant’s Line of Business – Predominantly Financial, Not Industrial Manufacturing

Examining Clause 5 of the appellant’s bye‑laws, the Court found that the appellant’s primary objects were: accepting deposits from members, advancing loans (Clause 5(b)), providing housing (5(g)), healthcare (5(i)), education (5(k)), and other welfare activities. These clauses showed that the appellant was primarily a financial service provider and member‑oriented co‑operative, not a standalone industrial manufacturing entity. Clause 5(s) permitted the appellant “to purchase, produce, procure, distribute the agro‑products for the processing of product and by‑product” and to make available modern techniques to members. However, this clause was confined to agro‑products and did not extend to industrial manufacturing of synthetic or semi‑synthetic fibres. (Paras 38-45)

D. Corporate Debtor’s Business – Man‑made Fibre/Viscose Manufacturing

The corporate debtor was engaged in the business of man‑made fibre/viscose‑based textiles, involving synthetic or semi‑synthetic raw materials. This was distinct from agro‑based processing. Although both fell broadly under the textile sector, the actual nature of their activities was different – one was agro‑product processing, the other was industrial manufacturing of synthetic fibres. Applying the standard of substantial or predominant sameness, the Court held that the appellant and the corporate debtor were not in the same line of business. (Para 45)

E. Amendment to Clause 52 Does Not Expand the Object Clause

The appellant argued that the amendment to Clause 52 (investment clause) incorporating the language of Section 64(d) made it eligible. The Court rejected this contention. First, the certificate of registration of the amendment was not placed before the NCLT or NCLAT, and the appellant could not now rely on it. Second, even if the amendment were taken on record, it merely reproduced Section 64(d) and governed the manner of investment; it did not amend, alter, or expand the objects and functions contained in Clause 5. In the absence of a corresponding amendment to the object clause, the requirement of being in the same line of business could not be satisfied. (Paras 47-49)

F. Conclusion – Appeal Dismissed as Withdrawn

The Court permitted the withdrawal of the appeal. The appeal was dismissed as withdrawn. The CIRP of the corporate debtor was directed to continue in accordance with the provisions of the IBC. The Court also noted that the CoC had deposited part of the CIRP costs (Rs. 1,63,42,661.15 out of Rs. 2 Crores) and left the balance to be taken up with the Adjudicating Authority. (Paras 50-55)

7. New Legal Principles Established / Reiterated

• “Same line of business” under Section 64(d) of the 2002 Act must be construed strictly, not expansively: The expression is a limiting standard introduced by the 2023 amendment to prevent misuse of MSCS funds. It requires a substantial or predominant sameness in core business activities, not a remote or incidental connection.

• Determination must be based on the bye‑laws of the MSCS, not on revenue or profitability: The objects and functions contained in the bye‑laws (the charter document) are decisive. Financial metrics such as income from different verticals are irrelevant to the inquiry.

• The object clause (not the investment clause) determines the line of business: An amendment to the investment clause (e.g., Clause 52) that merely reproduces the statutory language of Section 64(d) does not expand the line of business unless the object clause is also amended. The society’s permissible activities are defined by its objects, not by the manner in which it may invest its funds.

• An MSCS that is primarily a financial co‑operative cannot be said to be in the same line of business as an industrial manufacturing entity: A financial services provider and member‑welfare co‑operative is not in the same line of business as a company engaged in man‑made fibre/viscose manufacturing, even if both fall broadly under the “textile sector”.

• The Joint Parliamentary Committee Report is a valuable aid to interpretation when the statutory language is ambiguous: The Court relied heavily on the JPC report to discern the legislative intent behind the 2023 amendment.

8. The Court’s Analysis and Examination of Concepts

A. Legislative Intent Behind the 2023 Amendment

The Court undertook a detailed examination of the JPC report to understand why the phrase “in the same line of business” was inserted. The JPC had noted that the earlier provision (“any other institution”) was open‑ended and had led to misuse. Stakeholders (including KRIBHCO) objected to the restriction, arguing that it would limit diversification. The Ministry of Cooperation, however, insisted that the amendment was necessary to prevent dubious investments and to ensure the safety of members’ funds. The JPC accepted the amendment, clarifying that MSCSs could still frame their bye‑laws autonomously to decide their line of business. The Court held that this legislative history shows that the expression was intended to be a restrictive, not an expansive, standard. (Paras 33-35)

B. Bye‑laws as the Decisive Charter Document

The Court emphasised that Section 10(2) of the 2002 Act requires an MSCS to include its objects in its bye‑laws. The bye‑laws are registered with the Central Registrar and are binding on the society. Therefore, the line of business of an MSCS must be ascertained from its bye‑laws, not from its actual activities or financial performance. The Court noted that while the appellant had a textile unit called “Nirmal Textile”, this unit was merely a vertical of the society and did not change the objects as stated in the bye‑laws. (Paras 36, 38-40)

C. The Object Clause (Clause 5) vs. The Investment Clause (Clause 52)

The Court drew a clear distinction between the object clause (Clause 5) and the investment clause (Clause 52). Clause 5 defined what businesses the appellant could carry on. Clause 52 (as amended) merely permitted the appellant to invest its funds in entities in the same line of business – but “same line of business” necessarily referred to the line of business already defined in Clause 5. An amendment to Clause 52 could not, by itself, expand the line of business. To expand the line of business, the appellant would have needed to amend Clause 5 (the object clause) under Section 11 of the 2002 Act. It had not done so. Therefore, the amended Clause 52 did not help the appellant. (Paras 47-49)

D. Rejection of Financial Metrics as Determinative

The NCLAT had observed that the appellant earned Rs. 194.27 Cr. from financial services while its textile unit incurred a loss of Rs. 3.37 Cr., and concluded that the appellant was predominantly a financial co‑operative. The Supreme Court held that this reasoning was irrelevant. The question of “same line of business” is a qualitative determination based on the bye‑laws, not a quantitative one based on revenue or profit. The Court expressly clarified that revenue or profit/loss has no relevance in this determination. (Para 46)

E. Application to the Facts – No Substantial Sameness

Applying the standard, the Court held that the appellant’s line of business (as per Clause 5) was primarily financial services and member welfare, with a limited incidental activity of agro‑product processing. The corporate debtor’s business was industrial manufacturing of man‑made fibre/viscose, which is chemically processed synthetic product. The two were not substantially the same. Even the agro‑processing permitted under Clause 5(s) was confined to agro‑products, not synthetic fibres. Therefore, the appellant was not in the same line of business as the corporate debtor. (Paras 41-45)

9. Critical Analysis of the Judgment

Strengths

• Clarity on a novel legal issue: The judgment provides the first authoritative interpretation of the expression “same line of business” under Section 64(d) of the 2002 Act, which was introduced by the 2023 amendment. This will guide MSCSs, RPs, and CoCs in future CIRP proceedings.

• Correct reliance on legislative history: The Court’s use of the JPC report to discern legislative intent is a sound interpretive method. The report clearly shows that the amendment was intended to restrict, not expand, the investment powers of MSCSs.

• Distinction between object clause and investment clause: The Court’s holding that an amendment to the investment clause does not expand the line of business is a crucial clarification. Many MSCSs might mistakenly believe that amending the investment clause suffices; this judgment sets the record straight.

• Rejection of financial metrics: By holding that revenue and profitability are irrelevant, the Court prevents a flawed and potentially manipulative analysis. The determination of “line of business” is a matter of constitutional documents, not accounting statements.

• Practical guidance for RPs and CoCs: The judgment provides a clear test: examine the bye‑laws of the MSCS (specifically the object clause), compare the core business activities with those of the corporate debtor, and ask whether there is substantial or predominant sameness. If not, the MSCS is ineligible.

Potential Concerns / Critiques

• The appeal was withdrawn – is the legal discussion binding? The Court permitted the appellant to withdraw the appeal but then proceeded to deliver a detailed judgment explaining the legal position. Technically, when an appeal is withdrawn, the court may still decide to pronounce on the law if it considers the issue to be of public importance. The Court explicitly stated that it was doing so “having regard to the importance of the issue”. Therefore, the legal reasoning is obiter dicta but of high persuasive value. Lower courts and tribunals will treat it as binding.

• No discussion of Section 29A IBC or other eligibility criteria: The judgment focuses exclusively on Section 64(d) of the 2002 Act. It does not examine whether the appellant would have been ineligible under other provisions of the IBC (e.g., Section 29A). This is understandable given the limited issue, but it leaves open other grounds of challenge.

• The “substantial or predominant sameness” standard – lack of concrete guidance: The Court held that the requirement is for “substantial or predominant sameness” but did not provide a detailed framework for applying this test. Would NIC code classification at the 2‑digit or 4‑digit level be determinative? The Court referred to SEBI regulations illustratively but did not adopt them. This may lead to litigation over the degree of sameness required.

• Potential harshness on MSCSs with diversified operations: An MSCS that has a genuine diversified business model (e.g., both financial services and manufacturing) may be unable to invest in either sector because its “line of business” as per bye‑laws may be narrowly defined. The judgment does not address whether an MSCS can amend its object clause to expand its line of business before submitting a resolution plan. It only holds that the amendment must be effective before the submission of the plan.

Impact

• MSCSs participating in CIRP: MSCSs wishing to submit resolution plans must ensure that their bye‑laws (object clause) explicitly include the business of the corporate debtor as part of their line of business. A mere amendment to the investment clause is insufficient. The amendment to the object clause must be registered with the Central Registrar before the submission of the resolution plan.

• RPs and CoCs: When evaluating a resolution plan from an MSCS, the RP must examine the bye‑laws (not just the investment clause) to determine whether the MSCS is in the same line of business as the corporate debtor. Financial metrics (revenue, profit) are irrelevant. The test is qualitative, based on the objects stated in the bye‑laws.

• Litigation on “same line of business”: This judgment will be cited in disputes where an MSCS claims to be in the same line of business as a corporate debtor. The Court’s strict interpretation (requiring substantial sameness) will make it harder for MSCSs to qualify.

10. Final Outcome

The Supreme Court permitted the appellant to withdraw the appeal. The appeal was dismissed as withdrawn. The Court, however, explained the legal position on the interpretation of Section 64(d) of the Multi‑State Co‑operative Societies Act, 2002. The Court held that:

1. The expression “any other institution in the same line of business” under Section 64(d) must be construed strictly, based on the bye‑laws of the MSCS, and requires substantial or predominant sameness in core business activities.

2. Revenue or profitability is irrelevant to the determination.

3. An amendment to the investment clause (Clause 52) that merely reproduces Section 64(d) does not expand the line of business in the absence of a corresponding amendment to the object clause.

4. The appellant (primarily a financial co‑operative with limited agro‑processing activity) was not in the same line of business as the corporate debtor (engaged in man‑made fibre/viscose manufacturing).

5. The CIRP of the corporate debtor shall continue in accordance with the provisions of the IBC.

Pending applications were disposed of.

11. Practical Application, Court Lines, and Legal Strategy

Use in Court (Practical Application)

• For an MSCS (resolution applicant): Before submitting a resolution plan under the IBC, review your bye‑laws (specifically the object clause). If the corporate debtor’s business is not already within your stated line of business, consider amending your bye‑laws under Section 11 of the 2002 Act to include that business. Ensure that the amendment is registered with the Central Registrar before the submission date. A mere amendment to the investment clause will not suffice. Also, be prepared to demonstrate that your core business (as per bye‑laws) is substantially similar to that of the corporate debtor.

• For a Resolution Professional (RP): When evaluating a resolution plan from an MSCS, do not rely on financial metrics (revenue, profit) to determine whether the MSCS is in the same line of business. Instead, obtain a certified copy of the MSCS’s bye‑laws (including all amendments) and compare the object clause with the business activities of the corporate debtor. If the bye‑laws do not show substantial sameness, the MSCS is ineligible under Section 30(2)(e) IBC read with Section 64(d) of the 2002 Act.

• For a Committee of Creditors (CoC): If an MSCS challenges its exclusion on the ground that it has a vertical or unit engaged in a similar business, argue that the “line of business” is determined by the bye‑laws of the MSCS as a whole, not by an unincorporated vertical. Cite this judgment for the proposition that the object clause is decisive.

• For an MSCS seeking to invest in another entity outside CIRP: The same principles apply. Before investing in shares, securities, or assets of any institution, ensure that the target institution is either your subsidiary or is in the same line of business as defined by your bye‑laws. An investment in an unrelated business would violate Section 64(d) and could expose the directors to liability.

Court Lines

“The plain reading of the interpretation clause in the 2002 Act, indicates that it does not define the expression ‘same line of business’. However, the deliberations of the parliamentary committee around the aims and objectives of including this phrase in the statute guide us to its meaning and scope.” (Para 32)

“The insertion of the phrase ‘in the same line of business’ was intended to address the following: (i) The earlier provision, i.e., ‘any other institution,’ was open‑ended and had been misused by some societies for making dubious investments in any other institution; (ii) This had to be ensured by limiting the investments to institutions falling within the line of business as reflected in the bye‑laws of the MSCS; (iii) While at the same time preventing diversion of funds into unrelated investments and securing the interest and safety of deposits of the members.” (Para 35)

“In construing the expression ‘same line of business’, which is not defined under the 2002 Act, some guidance may also be drawn from analogous regulatory frameworks … This indicates that the expression ‘same line of business’ refers to a substantive sameness or close nexus in core business activities, and not a remote or incidental connection.” (Para 37)

“We must clarify that the revenue earned or profit/loss incurred has no relevance in determining the standard of the same line of business, which necessarily has to be determined through the bye‑laws of the MSCS only.” (Para 46)

“The amendment to Clause 52 merely reproduces the language of Section 64(d) and governs the manner in which funds may be invested. It does not, in any manner, amend, alter or expand the objects and functions of the appellant as contained in Clause 5 of the bye‑laws, which in substance determines the nature and scope of its business activities.” (Para 49)

Legal Strategy Insight

For an MSCS (Planning to Bid in CIRP):

• Step 1 – Audit your bye‑laws: Before participating in any tender or CIRP, obtain a legal opinion on whether your object clause covers the business of the target entity. If the target is in a different sector (e.g., manufacturing vs. financial services), you will likely be ineligible.

• Step 2 – If you wish to expand your line of business, amend the object clause (not just the investment clause): Under Section 11 of the 2002 Act, you can amend your bye‑laws, including the object clause. The amendment must be approved by a general meeting and registered with the Central Registrar. Ensure that the amendment is completed and the certificate of registration is obtained before the deadline for submission of the resolution plan.

• Step 3 – Maintain a clear record of the amendment: Keep certified copies of the amended bye‑laws and the Central Registrar’s approval. Produce them at the earliest stage of the CIRP process (e.g., when submitting the EOI or resolution plan). Do not wait for objections to be raised.

• Step 4 – If the RP or CoC declares you ineligible, challenge promptly: File an application before the NCLT under Section 60(5) IBC. Place the bye‑laws and the certificate of registration on record. Argue that the determination must be based on the bye‑laws, not on financial metrics. Cite this judgment.

For the Resolution Professional (RP) / Committee of Creditors (CoC):

• Step 1 – Scrutinise the bye‑laws of any MSCS that submits a resolution plan: Request a certified copy from the MSCS. If the MSCS claims to have amended its bye‑laws, insist on seeing the certificate of registration from the Central Registrar.

• Step 2 – Compare the object clause with the corporate debtor’s business: Prepare a chart showing the core activities of the MSCS (as per bye‑laws) and the core activities of the corporate debtor. If there is no substantial overlap, the MSCS is ineligible.

• Step 3 – Do not rely on the MSCS’s actual operations or financial performance: As the Court held, revenue and profit/loss are irrelevant. Focus only on the bye‑laws.

• Step 4 – If the MSCS argues that the corporate debtor will become a subsidiary after the resolution plan is approved, reject that argument: Section 64(d) requires that at the time of investment, the institution must either be a subsidiary or be in the same line of business. A future subsidiary status does not satisfy the condition. The Court did not explicitly rule on this, but the plain language of Section 64(d) supports the RP’s position.

For the Adjudicating Authority (NCLT / NCLAT):

• When an MSCS challenges its exclusion, examine the bye‑laws (object clause) as they existed on the date of submission of the resolution plan. If the bye‑laws were amended after submission, the amendment is irrelevant unless it has retrospective effect (which is unlikely).

• Do not rely on financial metrics (revenue, profit) to determine “line of business”. The test is qualitative, based on the objects stated in the bye‑laws.

• If the MSCS has a vertical or unit engaged in a similar business, that does not change the line of business of the MSCS as a whole unless the object clause is amended to include that business as a core activity.

• If the MSCS has not amended its object clause, it is ineligible even if it has an unincorporated vertical that appears to be in the same line of business.