04th November, 2025 Approval of Resolution Plan - Powerdeal Energy System (India) Private Limited [IA No. 40 of 2025 in CP(IB) No. 4072 of 2019] (238.1 KB)

IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH- I

IA No. 40 of 2025 IN CP(IB) No. 4072 of 2019 Under Section 30(6) read with Section 31(1) of the Insolvency and Bankruptcy Code, 2016

In the Application of
Mr. Dhaval Jitendrakumar Mistry, Resolution Professional of Powerdeal Energy System (India) Private Limited

… Applicant/
Resolution Professional

In the matter of IDBI Bank Limited …Operational Creditor

Versus

Powerdeal Energy System (India) Private Limited …Corporate Debtor
Order Delivered On : 16.10.2025

Coram:
Hon'ble Member (Judicial) : Sh. Sushil Mahadeorao Kochey Hon'ble Member (Technical) : Sh. Prabhat Kumar

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA No. 40 of 2025 In CP(IB) No. 4072 of 2019 Page 2 of 27

Appearances: For the Applicant : Adv. Rohit Gupta a/w Adv. Gaurav
Jalendra

For the Respondent
: Adv. Mahesh B. Karule

ORDER

Brief Background

1. The present Application is filed Mr. Dhaval Jitendrakumar Mistry, Resolution Professional (“Applicant/Resolution Professional”) of Powerdeal Energy System (India) Private Limited (“Corporate Debtor”) under Section 30(6) read with Section 31(1) of the Insolvency and Bankruptcy Code, 2016 (“Code”) and Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (“CIRP Regulations”) for seeking approval of the Resolution Plan, as updated on 18.02.2025, submitted by Bhupendra Shantilal Shah (“Successful Resolution Applicant/SRA”) and for passing an order/appropriate direction that this Tribunal may deem fit in the present matter. The Resolution Plan has been approved by 100% of the voting share of the members of the Committee of Creditors (“CoC”) at the 11th CoC meeting dated 21.02.2025.

2. The Corporate Debtor bearing CIN: U29300MH2004PTC148511 was incorporated on 10.09.2004, having its registered address at F-29 MIDC Satpur, Nasik, Maharashtra, India, 422007. Its authorised share capital is Rs. 43,22,00,000/- and its paid-up capital is
   Rs. 35,93,20,000/-.

3. The CIRP of the Corporate Debtor was initiated vide this Tribunal’s order dated 11.07.2024. This Tribunal appointed Mr. Dhaval

MUMBAI BENCH- I IA No. 40 of 2025 Page 3 of 27

Jitendrakumar Mistry as the Interim Resolution Professional (“IRP”) of the Corporate Debtor.

4. As per Section 15 r/w. Regulation 6 of the CIRP Regulations, the IRP made a Public Announcement vide Form-A on 13.07.2024 inviting the claims of creditors. Thereafter, the CoC was constituted, and the
   1st CoC meeting was held on 08.08.2024 whereat the appointment of the IRP as the Resolution Professional (“RP”) was unanimously approved.

5. Pursuant to CoC approval, the Applicant RP published the Form G on 24.08.2024, wherein the last date for submission of Expression of Interest (“EoI”) was 14.09.2024.

6. At the 2nd CoC meeting, held on 19.09.2024, the CoC ratified the appointment of RVE Axiology Valuetech Pvt. Ltd. and
   Mr. Pranavkumar Vinaykant Parikh (“Registered Valuers”) for the valuation of the Corporate Debtor. The fair value of the Corporate Debtor was determined as Rs. 89,10,00,000/- (Rupees Eighty Nine Crores and Ten Lakhs Only). The liquidation value of the Corporate Debtor was determined as Rs. 57,06,00,000/- (Rupees Fifty Seven Crores and Six Lakhs Only).

7. At the same meeting, the CoC was also informed of the receipt of 10 EoI(s). Subsequently, the Provisional List of PRA(s) was published on 19.09.2024, and the Final List of PRA(s) was published on 30.09.2024.

8. At the 3rd CoC meeting, held on 31.08.2024, the CoC members unanimously resolved to extend the last date for the submission of Resolution Plans from 05.11.2024 to 25.11.2024.

MUMBAI BENCH- I IA No. 40 of 2025 Page 4 of 27

9. At the 4th CoC meeting, held on 26.11.2024, the last date of submission of Resolution Plans was further extended by 10 days, from 25.11.2024 to 05.12.2024.

10. At the 5th CoC meeting, held on 09.12.2024, the Applicant RP informed the CoC that the following 3 PRA(s) had submitted their Resolution Plans – a) Bhupendra Shantilal Shah b) Shital Yogesh Gawali jointly with Rajesh Kashinath Varude c) Salawat Real Estate in consortium with Kanhaiyalal Salawat

11. These Resolution Plans were placed before the CoC for discussion. At the 6th CoC meeting, held on 24.12.2024, the CoC agreed to conduct the negotiation process through the Swiss Challenge Mechanism with the PRA(s). The CoC members also resolved, with 69.90% votes, to extend the CIRP period by 90 days beyond 180 days, i.e. from 08.01.2025 to 07.04.2025, which was granted by this Tribunal vide order dated 06.02.2025.

12. At the 7th CoC meeting, held on 03.01.2025, the CoC resolved to extend the last date for the submission of base bid from 02.01.2025 to 16.01.2025, pursuant to requests from the PRA(s).

13. At the 9th CoC meeting, held on 17.01.2025, Mr. Bhupendra Shah, who had submitted the highest base bid, was declared as the Anchor Bidder.
    Subsequently, the bid received from Shital Gawali jointly with Rajesh Kashinath Varude was considered as the Challenge Bid. After the
    1st round of bidding, M/s. Salawat Real Estate quit the negotiation process.

14. At the 10th CoC meeting, held on 06.02.2025, the Applicant RP informed the CoC that the Anchor Bidder had matched and raised the bid as per the process. Consequently, the RP placed the 2 Resolution

MUMBAI BENCH- I IA No. 40 of 2025 Page 5 of 27

Plans received from Bhupendra Shantilal Shah and Shital Yogesh Gawali jointly with Rajesh Kashinath Varude before the CoC for discussion.

15. At the 11th CoC meeting, held on 21.02.2025, the CoC directed the RP to put the Resolution Plans received for e-voting. The e-voting window was open from 25.02.2025 to 28.03.2025, wherein the CoC approved the Resolution Plan submitted by Bhupendra Shantilal Shah by 100% votes.

Salient Features of the Resolution Plan 16. The key features and summary of the Revised Resolution Plan submitted by the Successful Resolution Applicant and as approved by the CoC are as under:

16.1 The Successful Resolution Applicant, Mr. Bhupendra Shantilal Shah is the Chairman of the Bhavik Group. As per the Net Worth Certificate placed on record, his net worth as on 31.03.2024 is
Rs. 1,37,05,52,100/- (Rupees One Hundred and Thirty Seven Crores Five Lakhs Fifty Two Thousand and One Hundred Only).

16.2 Summary of Financial Proposal: The Resolution Plan proposes a total amount of Rs. 73,09,02,581/- (Rupees Seventy-Three Crores Nine Lakhs Two Thousand Five Hundred and Eighty-One Only) payable towards CIRP Cost and all the Creditors. The entire payment of the Plan is contemplated to be made over a period of 180 days, wherein CIRP Cost and Operational Creditors of the Corporate Debtor will be paid on or before 60 days
Sl. No. Particulars of a Claim Admitted Amount Settlement Amount % 1. CIRP Costs

60,00,000

Secured Financial Creditors (Other than Financial 5,40,43,44.353.99 66,69,98,776 12.34%

MUMBAI BENCH- I IA No. 40 of 2025 Page 6 of 27

Creditors belonging to any class) 3. Operational Creditors (Other than Government Authorities) 1,04,83,504 1,04,835 1.19% 4. Operational Creditors (Government Authorities : Provident Fund) 63,99,023 63,99,023 100% 5. Operational Creditors (Government Authorities) 3,04,34,4900 3,04,349 1% 6. Operational Creditors (Workmen (Secured Dues)) 7,18,06,957 88,62,343 12.34% 7. Operational Creditors (Workmen (Unsecured Dues)) 19,27,74,018 19,25,875 0.99% 8. Operational Creditors (Workmen Gratuity) 94,04,799 94,04,799 100% 9. Interest on deferred payments to Secured Financial Creditors (Other than Financial Creditors belonging to any class of creditors)

3,09,02,581

Total 5,72,56,47,554 73,09,02,581

*Note : The Tribunal vide its order dated 11.08.2025 in the present Application had directed the RP to admit the claim of the Income Tax Department amounting to INR 14,37,51,124/- which was admitted by the RP and the SRA through its affidavit dated 14.08.2025 has clarified that they are willing to settle the claim of the Income Tax Department to the extent of 1% over and above the amount already provided for under the Resolution Plan dated 18.02.2025.

16.3 Source of Funds:
The Resolution Applicant may make payments by way of equity, equity-linked, quasi equity and/or other securities and/ or deposits,

MUMBAI BENCH- I IA No. 40 of 2025 Page 7 of 27

third-party debt or a combination thereof, as may be decided by the Resolution Applicant at its sole discretion. The Resolution Applicant has submitted a Letter of Comfort from Karur Vysya Bank for providing a loan facility amounting to Rs. 75,00,00,000 (Rupees Seventy-Five Crores Only) in his favour.

16.4 Treatment of Land Owned by the Promoter: The land located at Survey No. 4/1, 4/2, 5/1+2+3/4, and 6/2(1) aggregating 80,400 Sq. Mtrs. at Po: Vilholi Village, Opposite Jain Temple, Near Decathlon, Mumbai-Agra Highway, Nashik, is owned by the Promoters and held by the Corporate Debtor under leasehold rights. The secured financial creditors have charge over the said land. The amount proposed under the Resolution Plan includes consideration for the acquisition of the said land. Accordingly, in line with Clause 4.1.6.3 of the RFRP, the Secured Financial Creditors shall simultaneously transfer and convey the said land in favour of the Resolution Applicant or person/entity as nominated by the resolution applicant upon full and final payment as envisaged under the Resolution Plan, through an appropriate legal mechanism and Hon'ble NCLT shall approve the resolution plan with this specific clause.

16.5 Avoidance Transactions: the Monitoring Committee will decide the manner in which the Avoidance Proceedings, if any, initiated by Resolution Professional under Sections 43 to 51 (both inclusive) and Section 66 of the IBC and which might be pending adjudication before the Adjudicating Authority will be pursued after approval of the Resolution Plan, and in case any monies if received by the Corporate Debtor under the order of Adjudicating Authority, such amount shall be held and considered in separate escrow account by the Successful Resolution Applicant for the benefit of the Secured Financial Creditors and shall be a pass-through amount to the Secured Financial Creditors. Further, it is clarified that the Successful Resolution Applicant will not incur any amount in relation to the

MUMBAI BENCH- I IA No. 40 of 2025 Page 8 of 27

Avoidance Proceedings and will also not pursue the Avoidance Proceedings until or after the Transfer Date. However, if any amount is incurred by the Successful Resolution Applicant in relation to the Avoidance Proceedings towards costs/fees/expenses/taxes in relation to the Avoidance Proceedings, then the same shall be adjusted from the overall proceeds recovered pursuant to the order of Adjudicating Authority in relation to Avoidance Proceeding. The balance amount post adjusting such costs/fees/expenses/taxes in relation to the Avoidance Proceedings shall be a pass-through amount to the Secured Financial Creditors.

16.6 Monitoring Committee: The Monitoring Committee shall comprise 5 (Five) members, comprising two nominees/representatives of the Assenting Secured Financial Creditor, two nominees/representatives of the Resolution Applicant and the Resolution Professional/Independent Professional. The Monitoring Committee shall be constituted within 14 (Fourteen) Business Days of receipt of the order approving the Resolution Plan by the Adjudicating Authority, the Resolution Professional shall be authorised to exercise all his powers and shall observe all his duties in accordance with the Code. No liability of any nature whatsoever shall arise on the Secured Financial Creditors, Resolution Applicant and the Resolution Professional on account of their or their nominee's/representative's membership of the Monitoring Committee. All decisions of the Monitoring Committee shall be taken by way of a simple majority.

Objections of the Ex-Director of the Corporate Debtor 17. The Suspended Board of Directors of the Corporate Debtor have raised the following objections with respect to the Resolution Plan- a) The RFRP suffers from the basic issue of wrong jurisdiction as it states that the jurisdiction rests with the NCLT, Ahmedabad, when undoubtedly, the jurisdiction, insofar as the instant proceedings are concerned, lies wholly and absolutely with the NCLT, Mumbai,

MUMBAI BENCH- I IA No. 40 of 2025 Page 9 of 27

Court No. 1. The RFRP deserves to be revoked on this sole count. There is no provision of any correction of the error of jurisdiction by way of ‘corrigendum’.

b) It is submitted that all the important documentation with regard to the equitable mortgage had been admittedly lost by the IDBI Bank. The said fact is evidently manifest in view of the Application filed by the IDBI before the Hon’ble DRT-I, Mumbai, in OA 144/2020. Therefore, there is no actual mortgage creation in the case of the loan of IDBI Bank. Hence, their treatment as a Secured Creditor is erroneous.

c) The Promoter/Ex-Directors are the owners of the land, a part of which has been leased out to the Corporate Debtor vide three independent Lease Deeds. The area covered under the said Lease Deeds is only 5.86 acres, whereas the area considered in the Resolution Plan and for the purposes of valuation is 20.56 acres.
The Resolution Plan under consideration includes promoters' personal immovable properties spanning approximately 19.86 acres, in contrast to the Corporate Debtor's legitimate leasehold interest over only 5.67 acres. The valuation and the plan have been prepared on the basis of the entire land area. The promoters' personal assets do not legally form part of the Corporate Debtor's estate. Further, the said land was purchased out of the proceeds of ancestral property belonging to the Ex-Director’s father,
Mr. Babanrao Khairnar, for which a civil suit before the Hon’ble Civil Judge, Junior Division and JMFC, Nashik has been filed by the Ex-Director’s mother, which is pending adjudication, and in which notices have been issued to the CoC members and other interested parties. The RP has not stated in the RFRP nor in the subsequent communications as to the status of the proceedings after the expiry of the lease rights in favor of the Corporate Debtor in the year 2028.

MUMBAI BENCH- I IA No. 40 of 2025 Page 10 of 27

d) The Ex-Director, Mr. Mahesh Khairnar, requested the IRP to let him participate in the CIRP as a Resolution Applicant, vide a notice dated 25.11.2024. It is submitted that the Corporate Debtor is an MSME unit, and therefore, the Ex-Director is eligible to apply as a Resolution Applicant. The said request was dismissed on the sole ground of disentitlement under the bar contained in Section 29A of the Code on account of the Corporate Debtor having been declared as ‘Willful Defaulter’ and the defunct status of the Corporate Debtor in the records of the Registrar of Companies. The said grounds and reasons were not tenable since the Corporate Debtor enjoys exemption from the said provisions of Section 29A of the Code. A separate Application was filed by the Ex-Director as Resolution Applicant to acquire the unit as a “Going Concern”.

e) The Bhavik Group is involved in various civil & criminal proceedings with respect to immovable properties and therefore, the SRA, who is the Chairman of the Bhavik Group, is ineligible under Section 29(A) of the Code.

Analysis and Findings 18. Heard learned Counsel and perused the material available on record.

19. The Ex-Director of the Corporate Debtor has raised certain objections with respect to the Resolution Plan and its approval during the course of the hearing of the present Application. However, no such Application can be seen on record yet, and hence we find no substance in this submission.

20. As regards jurisdiction vesting with NCLT Ahmedabad stated in the RFRP, we are of the opinion that since the Corporate Debtor is based in Nasik and is registered with the RoC, Mumbai, the jurisdiction with respect to the CIRP of the Corporate Debtor rests with this Tribunal, i.e. NCLT, Mumbai Bench. Since the RFRP has not been placed on record, we cannot verify the same, but we find it fit to clarify that the jurisdiction

MUMBAI BENCH- I IA No. 40 of 2025 Page 11 of 27

shall rest with NCLT, Mumbai Bench and not NCLT, Ahmedabad Bench. The incorrect statement in RFRP can not change the jurisdiction which is to be decided with respect of situation of Registered office of the Corporate Debtor.

21. The Ex-Director has also alleged that the documents related to mortgage creation in favour of IDBI Bank have been lost and hence, no valid mortagage exists. This Tribunal, vide order dated 25.08.2025, had directed the Resolution Professional to examine the security interest in favour of IDBI Bank. To that effect, the Resolution Professional has filed an Additional Affidavit dated 02.09.2025 stating that “That the deponent, in compliance with the order dated 25.08.2025, has verified the documents as available with Bank i.e. IDBI Bank and examined the Mortgage Deeds executed in favor of IDBI Bank by the promoters of the Corporate Debtor to secure the debts of the Corporate Debtor and found that the said Mortgage deeds as well as the original sale deed of subject land executed in favour of guarantors are in possession of the IDBI Bank thus creating a valid mortgage in favour of the IDBI Bank.” The RP has also placed on record the documents of mortgage as well as the guarantee executed by the owner of the land, vide Additional Affidavit dated 14.07.2025, along with the letter issued by the IDBI Bank confirming that the title deeds and security documents are in custody of IDBI Bank. Therefore, in light of these evidences, we have no hesitation in holding that the Corporate Debtor’s land has been validly mortgaged to the IDBI Bank.

22. The Ex-Director has also disputed that the land owned by the Promoter/Ex-Directors has also been made a part of the RFRP, IM and resultantly, the Resolution Plan. In the foregoing paragraphs, we have arrived at the conclusion that the Corporate Debtor’s land was validly mortgaged to the Financial Creditor. In continuing with this line of argument, it naturally follows that the Financial Creditor has the right over such encumbered assets of the Corporate Debtor. It is relevant to refer to decision in case of S.S. Natural Resources Pvt. Ltd. v. Ramsarup

MUMBAI BENCH- I IA No. 40 of 2025 Page 12 of 27

Industries Ltd., (2021) ibclaw.in 213 NCLAT“, wherein the identical issue was considered. The relevant part of this decision is reproduced hereinbelow :

“169. It is pertinent to highlight that the Financial Creditors such as Punjab National Bank and Axis Bank had provided their respective loans to the Corporate Debtor on the basis that the repayment by the Corporate Debtor was secured by way of a mortgage over the land (provided by the Appellant) and by way of Corporate Guarantees provided by the Appellant itself. By creating the mortgage over the land, the Appellant has created a security interest over the land in favour of Punjab National Bank (subsequently transferred to Respondent No. 3/ARCIL) and Axis Bank. It is thus evident that the land has been committed by the Appellant to be utilised for the repayment of the debts of Punjab National Bank and Axis Bank. The Punjab National Bank has already taken possession of the land in exercise of its powers under Section 13 (4) of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 from August 1, 2013, and has the right to enforce the mortgage created in its favour. The copy of the letters confirming the deposit of the title deeds to create a mortgage for the Durgapur property indicates the above position. 170……………….. 171. It is also important to point out that land is an essential part of the corporate debtor’s business. The entire wire business of the Corporate Debtor being run on the Durgapur unit, which is situated on the said land, forms an essential part of the business of the Corporate Debtor. Therefore it is an essential part of the Resolution Process. The value arrived in the ‘CIRP’, the purported liquidation value, all includes the value of the land and the samehas always been the essence of the business of the Corporate Debtor. It is also pertinent to mention that Mr Ashish Jhunjhunwala, who had himself filed the Application before the Adjudicating Authority, had relied on the valuation of the corporate debtor’s assets. Such a list of assets includes the property at Durgapur. Thus it appears that the present Appeal is only a mischievous attempt to segregate a portion of the property from the Corporate Debtor,

MUMBAI BENCH- I IA No. 40 of 2025 Page 13 of 27

which was already considered as the assets of the Corporate Debtor by the Appellant as well as Mr. Ashish Jhunjhunwala.”

22.1 In the present case, 100% shares in the Corporate Debtor are held by Mahesh Babanrao Khaimar, the managing director, and his wife and Brother. Land measuring 80,400 Sq. Mtrs owned by the promoters having leasehold rights of Corporate Debtor Situated at Survey No. 4/1, 4/2, 5/1+2+3/1, & 6/2(1) village Vilholi, Opp. Jain Temple, Nr. Decathlon, Mumbai Agra Highway, Nashik has been considered as Assets owned by Corporate Debtor in the Resolution Plan before us. Clause 5.C.iv of the Resolution Plan states that “The land located at Survey No. 4/1, 4/2, 5/1+2+3/4, and 6/2(1) aggregating 80,400 Sq. Mtrs. at Po: Vilholi Village, Opposite Jain Temple, Near Decathlon, Mumbai-Agra Highway, Nashik, is owned by the Promoters and held by the Corporate Debtor under leasehold rights. The secured financial creditors have charge over the said land. The amount proposed under the Resolution Plan includes consideration for the acquisition of the said land. Accordingly, in line with Clause 4.1.6.3 of the RFRP, the Secured Financial Creditors shall simultaneously transfer and convey the said land in favour of the Resolution Applicant or person/entity as nominated by the resolution applicant upon full and final payment as envisaged under the Resolution Plan, through an appropriate legal mechanism and Hon'ble NCLT shall approve the resolution plan with this specific clause.”

22.2 On perusal of letter from IDBI Bank Ltd. filed by Resolution Professional vide its additional affidavit dated 14.7.2025, it is noted that IDBI Bank is in possession of original title deeds in relation to these properties and the mortgage in its favor is duly supported by Memorandum of Entry filed with said affidavit. The Resolution Plan is approved by 100% vote and the Objector suspended board members had attended 11th CoC meeting held on 18.2.2025 wherein the said objection that Land in the name of the Suspended Directors/Personal Guarantor of the Corporate Debtor cannot be a

MUMBAI BENCH- I IA No. 40 of 2025 Page 14 of 27

part of the CIRP Process of the Corporate Debtor was also considered by CoC. It is further recorded in the minutes of said meeting that “The RP apprised the members and Authorized representative that the same objections have been raised previously by the SBOD and the legal opinions regarding the same have already been shared with the members.” The suspended Board members had 100% ownership of the Corporate Debtor and the land parcels, in question, is vital for Corporate Debtor to keep going. The facts of this case are similar to facts in case of S S natural Resources (Supra), accordingly, we find no merit in the contention of the objector in relation to transfer of their rights in the land parcels also dealt within the Resolution Plan.

23. As regards the Resolution Professional’s rejection of the Ex-Director’s request to participate as a Resolution Applicant on the ground that the Resolution Professional is a willful defaulter, we find no error in the decision of the Resolution Professional. The Ex-Director has erroneously relied on the submission that since the Corporate Debtor is an MSME, the Ex-Director is exempt from the rigors of Section 29A of the Code. In case of MSME(s), Sub-Section (1) of Section 240A of the Code exempts the application of only clauses (c) and (h) of Section 29A and not Section 29A, in its entirety. Hence, the Resolution Professional has made no error in rejecting the Ex-Director’s request to participate as a Resolution Applicant.

24. The Ex-Director has also placed on record a list of active pending civil and criminal litigations against the SRA and his family members. Admittedly, the Ex-Director has claimed that the list involves active cases and not convictions. In order for the SRA to be declared as ineligible u/s. 29A(d), there has to be a conviction for a punishable offence, which admittedly, is absent in the present case.

25. The SRA has vide Additional Affidavit dated 17.06.2025 has provided certain clarifications and stated that Clause 7(E)(c) and Clause 9(xviii)

MUMBAI BENCH- I IA No. 40 of 2025 Page 15 of 27

shall stand deleted from the Resolution Plan. Further, the following Part of Paragraph 7(C) shall stand deleted :

“During the period between the NCLT Approval Date and the Transfer Date, the Corporate Debtor and all its facilities shall continue to receive supply of essential supplies, goods and services (as set out in Regulation 32 of the CIRP Regulations), including the continuation of the licenses, permits, contractual arrangements, on an uninterrupted basis, and shall not for any reason be shut down or restricted in its activities in any manner. The Monitoring Committee, the Corporate Debtor, its existing management, employees, shareholders and creditors, Government and Statutory shall provide the necessary cooperation as shall be required for implementation of this Resolution Plan (including obtaining the approvals as specified in this Resolution Plan). The existing promoters of the Corporate Debtor and the current management team of the Corporate Debtor will undertake all such actions and do all such acts, deeds and things as required by the Monitoring Committee, including executing any and all documents as may be required for the purposes of implementation of the Resolution Plan.”

26. Accordingly, we find no merit in any of the objections raised by the Ex-Director of the Corporate Debtor.

27. Having said so, we now proceed to examine the Resolution Plan of the SRA, as approved by the CoC, in light of Section 30(2).

Statutory Compliance: 28. In compliance of Section 30(2) of IBC, 2016, the Resolution Professional has examined the Resolution plan of the Successful Resolution Applicant and confirms that this Resolution Plan: a) Provides for payment of Insolvency Resolution Process cost in a manner specified by the Board in the priority to the payment of other debts of the corporate debtor;

MUMBAI BENCH- I IA No. 40 of 2025 Page 16 of 27

b) Provides for payment of debts of Operational Creditor in such manner as may be specified by the board which shall not be less than (i) the amount to be paid to such creditors in the event of liquidation of the Corporate Debtor under Section 53; or (ii) the amount that would have been paid to such creditors, if the amount to be distributed under the Resolution Plan had been distributed in accordance with sub-section (1) of Section 53 in the event of liquidation of the corporate debtor. c) Provides for management of the affairs of the Corporate Debtor after approval of Resolution Plan; d) The implementation and supervision of Resolution Plan;
e) Does not prima facie contravene any of the provisions of the law for time being in force, f) Confirms to such other requirements as may be specified by the Board. g) As per the Affidavit, the Resolution Applicant is not covered under Section 29A.

29. In compliance of Regulation 38 of CIRP Regulations, the Resolution Professional confirms that the Resolution plan provides that: a) The amount due to the Operational Creditors under Resolution Plan shall be given priority in payment over Financial Creditors. b) It has dealt with the interest of all Stakeholders including Financial Creditors and Operational Creditors of the Corporate Debtor. c) A statement that neither the Resolution Applicants nor any related parties have failed to implement nor have contributed to the failure of implementation of any other Resolution Plan approved by the Adjudicating Authority in the past. d) The terms of the plan and its implementation schedule.

MUMBAI BENCH- I IA No. 40 of 2025 Page 17 of 27

e) The management and control of the business of the Corporate Debtor during its term. f) Adequate means of Supervising its implementation.
g) The Resolution Plan Demonstrates that it addresses
i. The cause of the Default ii. It is feasible and viable iii. Provision for effective implementation iv. Provisions for approvals required and the time lines for the same. v. Capability to Implement the Resolution Plan

30. The Resolution Professional has submitted Form-H under Regulation 39(4) of the CIRP Regulations to certify that the Resolution Plan as approved by the CoC meets all the requirements of the Code and its Regulations, the relevant parts of which are reproduced below:

FORM H
COMPLIANCE CERTIFICATE Under Regulation 39(4) of the Insolvency and Bankruptcy Board of India Insolvency Resolution Process for Corporate Persons) Regulations, 2016 I, Mr. Dhaval Mistry, an insolvency professional enrolled with Indian Institute of Insolvency Professionals of ICAI and registered with the Board with registration number IBBI/IPA-001/IP-P-01853/2019-2020/12849, am the resolution professional for the corporate insolvency resolution process (CIRP) of Powerdeal Energy Systems (India) Private. Limited. 2. The details of the CIRP are as under: Sr. .No.
Particulars Description 1. Name of the CD
Powerdeal Energy Systems (India) Private Limited 2. Date of Initiation of CIRP
11.07.2024

MUMBAI BENCH- I IA No. 40 of 2025 Page 18 of 27

Date of Appointment of IRP 11.07.2024 4. Date of Publication of Public Announcement 13.07.2024 5. Date of Constitution of CoC 01.08.2024 6. Date of First Meeting of CoC 08.08.2024 7. Date of Appointment of RP 23.08.2024 9.
Date of Appointment of Registered Valuers 27.08.2024 10. Date of Issue of Invitation for EoI 24.08.2024 11. Date of Final List of Eligible Prospective Resolution Applicants 30.09.2024 12. Date of Invitation of Resolution Plan 05.10.2024 13. Last Date of Submission of Resolution Plan
05.12.2024 14. Date of Approval of Resolution Plan by CoC 23.02.2025 15. Date of Filing of Resolution Plan with
Adjudicating Authority
07.04.2025 16. Date of Expiry of 180 days of CIRP 07.01.2025 (1) Date of Order extending the period of CIRP 06.02.2025

Date of Expiry of Extended Period of CIRP 07.04.2025 21. Fair Value
89.10 Cr. 22. Liquidation Value
57.06 Cr. 23. Number of Meetings of CoC held 11 CoC meetings

MUMBAI BENCH- I IA No. 40 of 2025 Page 19 of 27

4. I hereby certify that- (i) the said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code 2016 (Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) and does not contravene any of the provisions of the law for the time being in force.
   (ii) the Resolution Applicant Mr. Bhupendra Shah has submitted an affidavit pursuant to section30(1) of the Code confirming its eligibility under section 29A of the Code to submit resolution plan. (iii) the said Resolution Plan has been approved by the CoC in accordance with the provisions of the Code and the CIRP Regulations made thereunder. The Resolution Plan has been approved by 100% of voting share of financial creditors after considering its feasibility and viability and other requirements specified by the CIRP Regulations. (iv) The voting was held in the 11th meeting of the CoC on 23.02.2025 where all the members of the CoC were present. or I sought vote of members of the CoC by electronic voting system which was kept open at least for 24 hours as per the regulation 26.

5. The amounts provided for the stakeholders under the Resolution Plan is as under: (Amount in Rs. lakh) Sl. No.

Category of Stakeholder* Sub-Category of Stakeholder Amount Claimed Amount Admitted Amount Provided under the Plan Amount Provided to the Amount Claimed (%) (1)
(2)
(3)
(4)
(5)
(6)
(7)
1 Secured Financial Creditors (a) Creditors not having a right to vote under sub- section (2) of section 21

MUMBAI BENCH- I IA No. 40 of 2025 Page 20 of 27

(b) Other than (a) above:

(i) who did not vote in favour of the resolution Plan

(ii) who voted in favour of the resolution plan

5,56,28,04,698. 55

5,40,43,44,353. 99

66,69,98,776 plus deferred interest 3,09,02,581

12.91% Total[(a) + (b)] 5,56,28,04,698. 55 5,40,43,44,353. 99 69,79,01,357 12.91% 2 Unsecured Financial Creditors (a) Creditors not having a right to vote under sub- section (2) of section 21

(b) Other than (a) above: (i) who did not vote in favour of the resolution Plan (ii) who voted in favour of the resolution plan

Total[(a) + (b)]

3 Operational Creditors
(a) Related Party of Corporate Debtor

MUMBAI BENCH- I IA No. 40 of 2025 Page 21 of 27

(b) Other than (a) above:

(i)Government

(ii)Workmen

(iii)Employees

(iv)Operational creditor (other than Workmen and Employees and Government Dues) 18,88,69,933.00

28,13,23,597.00

1,59,08,448

3,68,33,923.00

27,39,85,773.88

1,04,83,504

67,03,372

2,01,93,017

1,04,835

18.20%

7.37%

1%

Total[(a) + (b)] 48,61,01,978. 00 32,13,03,200. 88 2,70,01,224 8.40 4 Other debts and dues

Grand Total

6,048,906,676. 55 5,725,647,554. 99 724,902,581 12.66

31. The Application states that the CoC has approved the Resolution Plan on 23.02.2025. After examining the Application and its annexures, we find that the e-voting window for voting on the Resolution Plans was open between 25.02.2025 and 28.03.2025, and the voting results annexed with the Application are dated 28.03.2025. We take note of the fact that the results were finally published on
    28.03.2025, after the closing of the window for e-voting, accordingly, the Resolution Plan came to be approved on 28.03.2025.

MUMBAI BENCH- I IA No. 40 of 2025 Page 22 of 27

32. On perusal of the Resolution Plan, we find that the Resolution Plan provides for the following:
    a) Payment of CIRP Cost as specified u/s 30(2)(a) of the Code. b) Repayment of Debts of Operational Creditors as specified u/s 30(2)(b) of the Code. c) For management of the affairs of the Corporate Debtor, after the approval of Resolution Plan, as specified U/s 30(2)(c) of the Code. d) The implementation and supervision of Resolution Plan by the RP and the CoC as specified u/s 30(2)(d) of the Code.

33. The RP has complied with the requirement of the Code in terms of Section 30(2)(a) to 30(2)(f) and Regulations 38(1), 38(1)(a), 38(2)(a), 38(2)(b), 38(2)(c) & 38(3) of the CIRP Regulations.

34. The RP has filed the Compliance Certificate in Form-H along with the Resolution Plan. On perusal, the same is found to be in order. The Resolution Plan has been approved by the CoC by majority of 99.95%.

35. In Clause 11 of the Resolution Plan, the SRA has prayed for certain reliefs and concessions. Such reliefs & concessions as prayed for shall be available in accordance with the principle laid down by the Hon’ble Supreme Court in case of Ghanshyam Mishra and Sons Private Limited v/s. Edelweiss Asset Reconstruction Company Limited{(2021) 13 S.C.R 737} & Municipal Corporation of Greater Mumbai vs. Abhilash Lal and Ors. (2019) ibclaaw.in 480 NCLAT. Further, it is clarified and ordered that -
    a. Any increase in the authorized capital shall be subject to payment of prescribed fee, if any applicable, and filing of prescribed forms with the Registrar of Companies.
    b. The Applicant shall file necessary forms and pay prescribed fees, if any, in terms of provisions of the Companies Act, 2013 in relation to reduction in capital and issuance of fresh capital,

MUMBAI BENCH- I IA No. 40 of 2025 Page 23 of 27

however, the Registrar of Companies shall waive the additional fees, if any, payable on such filing. c. The SRA may approach prescribed authorities for waiver/reduction in fees, charges, stamp duty, and registration fees, if any arising from actions contemplated under the Resolution Plan and such request shall be subject to the relevant law/statute and adherence to the procedure prescribed thereunder.
d. The SRA may file appropriate application, if required, for renewal of all Business Permits, rights, entitlements, benefits, subsidies and privileges whether under applicable Law, contract, lease or license granted in favour of the Corporate Applicant or to which the Corporate Applicant is entitled to or accustomed to, which have expired on the Effective Date, and follow the due procedure prescribed for the purpose upon payment of prescribed fees. The contract with third parties shall be subject to consent of such parties. It is clarified that continuance of approvals shall not be refused on account of extinguishment of any dues under Code and extension or renewal thereof shall not be denied on account of past insolvency of the Corporate Applicant. No action shall lie against the Corporate Applicant for any non-compliances arising prior to the date of approval of Resolution Plan, however, such non- compliances shall be cured, if necessitated to keep the approval in force, after acquisition by the Corporate Applicant within period stipulated in the Resolution Plan. e. No orders levying any tax, demand of penalty from the Corporate Applicant in relation to period up to approval of the Resolution Plan shall be passed by any authority and such demand, if created, shall not enforceable as having extinguished in terms of approved Resolution Plan. f. The carry forward of losses and unabsorbed depreciation shall be available in accordance with the provisions of Income Tax Act, and the Income Tax Department shall be at liberty to examine the same.

MUMBAI BENCH- I IA No. 40 of 2025 Page 24 of 27

g. An application for compounding/condoning shall be filed in accordance with the procedure specified in respective law or concerned authority, however, no fine or penalty shall be imposed for non-compliances till the date of approval of this Plan or such further period as is permitted in terms of this Order.
h. ROC shall update the records and reflect the Corporate Applicant as ‘Active’ upon filing of pending returns/forms after payment of normal fees (not additional fee). In case such filing is not permitted by the e-filing portal, the ROC shall accept such forms/returns in physical format and manage to upload the same by back-end. The Corporate Applicant shall be exempted from using the words “and reduced”.
i. The Compliances under the applicable law shall be completed within 12 months, whereafter, the necessary consequence under respective law shall follow. j. The Successful Resolution Applicant, the Corporate Debtor and the assets of the Corporate Debtor forming part of Resolution plan shall have immunity, privileges and protection as is available in the form and manner stated in Section 32A of the Code. k. It is clarified that any relief, concession or waiver prayed in the Resolution Plan but not specifically dealt with in Para 19(a) to (j) above, save as otherwise permissible in terms of Ghanshyam Mishra and Sons Private Limited (supra) and Abhilash Lal (Supra) or specific provisions of the Code read with the Regulations, shall be deemed to be denied or rejected.

36. In K Sashidhar v. Indian Overseas Bank & Others (in Civil Appeal No.10673/2018 decided on 05.02.2019) the Hon’ble Apex Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per Section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan as

MUMBAI BENCH- I IA No. 40 of 2025 Page 25 of 27

approved by CoC meets the requirements specified in Section 30(2) of the Code. The Hon’ble Apex Court further observed that the role of the NCLT is ‘no more and no less’. The Hon’ble Apex Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 of the Code and is limited to scrutiny of the Resolution Plan “as approved” by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) of the Code when the Resolution Plan does not conform to the stated requirements.

37. In view of the discussions and the law thus settled, the instant Resolution Plan meets the requirements of Section 30(2) of the Code and Regulations 37, 38, 38(1A) and 39(4) of the CIRP Regulations. The Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law. The same needs to be approved. Hence, ordered.

38. The Resolution Plan is hereby approved. It shall become effective from this date and shall form part of this order with the following directions: i. It shall be binding on the Corporate Applicant, its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the Resolution Plan.
    ii. The approval of the Resolution Plan shall not be construed as waiver of any statutory obligations/liabilities of the Corporate Applicant and shall be dealt by the appropriate Authorities in accordance with law. Any waiver sought in the Resolution Plan, shall be subject to approval by the Authorities concerned in light of the Judgment of the Hon’ble Supreme Court in Ghanshyam Mishra and Sons Private Limited v/s. Edelweiss Asset Reconstruction

MUMBAI BENCH- I IA No. 40 of 2025 Page 26 of 27

Company Limited, the relevant paragraphs of which are extracted herein below:

“95. (i) Once a resolution plan is duly approved by the adjudicating authority under sub-section (1) of Section 31, the claims as provided in the resolution plan shall stand frozen and will be binding on the corporate debtor and its employees, members, creditors, including the Central Government, any State Government or any local authority, guarantors and other stakeholders. On the date of approval of resolution plan by the adjudicating authority, all such claims, which are not a part of the resolution plan shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan;
(ii) 2019 Amendment to Section 31 of the I&B Code is clarificatory and declaratory in nature and therefore will be effective from the date on which the Code has come into effect; (iii) consequently, all the dues including the statutory dues owed to the Central Government, any State Government or any local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the adjudicating authority grants its approval under Section 31 could be continued.”

iii. The Memorandum of Association (“MoA”) and Articles of Association (“AoA”) shall accordingly be amended and filed with the Registrar of Companies (“RoC”), Mumbai, Maharashtra for information and record.

iv. The Successful Resolution Applicant, for effective implementation of the Resolution Plan, shall obtain all necessary approvals, under any law for the time being in force, within such period as may be prescribed. It is clarified that the authorities shall

MUMBAI BENCH- I IA No. 40 of 2025 Page 27 of 27

not withhold the approval/consent/extension for the reason of insolvency of the Corporate Applicant or extinguishment of their dues upto approval of Resolution plan in terms of the approved plan. Any relief or concession as sought on the plan shall be subject to the provisions of the relevant Act.

v. The moratorium under Section 14 of the Code shall cease to have effect from this date.

vi. The Applicant shall supervise the implementation of the Resolution Plan and file status of its implementation before this Authority from time to time, preferably every quarter.

vii. The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI along with copy of this Order for information.

viii. The Applicant shall forthwith send a certified copy of this Order to the CoC and the Resolution Applicant, respectively for necessary compliance.

       Sd/-                                                                       Sd/- 

Prabhat Kumar

Sushil Mahadeorao Kochey Member (Technical)
Member (Judicial)
/SP/