14th April, 2026 Approval of Resolution Plan - Arcuttipore Tea Co Limited [IA (IBC) (Plan) No. 19/(KB)/2025 in CP (IB) No. 309/KB/2022] (7.55 MB)

DIVISION BENCH COURT - I

M -1

NATIONAL COMPANY LAW TRIBUNAL KOLKATA BENCH KOLKATA

C.P. (IB)/309(KB)2022 IA(I.B.C) (PLAN)/19(KB)2025

CORAM: 1. HON’BLE MEMBER(J), SMT . BIDISHA BANERJEE 2. HON’BLE MEMBER(T), CMDE SIDDHARTH MISHRA

ORDER SHEET OF THE HEARING ON 0574 FEBRUARY 2026

EASTERN HOUSING UDYOG FINANCE COMPANY LTD. IN THE MATTER OF vs ARCUTTIPORE TEA CO LTD

Appearance (via video conferencing/physically)

CORRIGENDUM ORDER

1. This matter is not on Board today. Upon mentioning Ld. Counsel Mr. Shaunak Mitra appearing on behalf of the Resolution Professional, this matter is taken up on Board today.

2. Inthe Pronouncement Order dated 04.02.2026, some typographical errors have brought to our notice and, therefore, the same are corrected as under:

   • a) Inadvertently, the “Appearance of the Counsels” are wrongly recorded in the Order.

Therefore, the correct Appearance of the Counsels are —

• Mr. Shaunak Mitra, Adv. | For Resolution Professional Mr. Hansraj Jaria, RP

• Mr. Mohit Sharma, Adv.”

• b) At Page no. 2 Paragraph 5 sub - para (b), “April 5 & 6, 2024” will be replaced by “18 December, 2023”;

• c) At Page no. 2 Paragraph 5 sub - para (b), two newspaper names are added in this Order. Therefore, these are “in Amar Assam (Bengali) and The North East Times (English) in Guwahati region”;

• d) At Page no. 4 Paragraph 5 sub - para (i), “02.05.2025” will be replaced by “09.05.2025”;

S.A. (Steno)

• e) At Page no. 4 Paragraph 5 sub - para (1), “70.06.2025” will be replaced by “18.06.2025”.

3. Rest of the Pronounced Order dated 04.02.2026 shall remain unchanged.

4. Registry will provide a corrected copy of the Order to the Parties, if applied for.

Siddharth Mishra Member (Technical)

Bidisha Banerjee Member (Judicial)

S.A. (Steno)

Loe Bere

In the National Company Law Tribunal

Division Bench, (Court- I ), Kolkata

IA (IBC) (PLAN) No. _19/ (KB) /2025 In CP(IB) No. 309/( KB) /2022

Application under section 30(6) and section 31 of the Insolvency & Bankruptcy Code, 2016 read with regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 for approval of Resolution Plan

In the Matter of:

Eastern Housing Udyog Finance Company Limited;

Arcuttipore Tea Co. Limited

... Financial Creditor And ....Corporate Debtor

And

In the matter of:

Mr. Hansraj Jaria, Resolution Professional of Arcuttipore Tea Co. Limited

....Applicant / RP

Date of Pronouncement of order: 04.02.2026

Coram:

Smt. Bidisha Banerjee : Member (Judicial) Cmde. Siddharth Mishra : Member (Technical) Counsel appeared physically / through video Conferencing Mr. Rishav Banerjee, Adv. ] For the Applicant in IA(I.B.C)/1583(KB)2024 Mr. Rahul Sharma, Adv. | Mr. Nirmalya Dasgupta, Adv. ] For the Respondent No.5

eas Mil Semele:

In theDivision NationalBench, Company(Court- I Law), Kolkata Tribunal IA (IBC) (PLAN) No. _19/ (KB) /2025 In CP(IB) No. 309/( KB) /2022

Ms. Swati Dalmia, Adv.

Mr. Orijit Chatterjee, Adv.

Mr. Shubham Raj, Adv.

Ms. Safura Ahmed, Adv.

] For the Respondent No.7

| | |

Ms. Swapna Choubey, Adv.

Mr. Navneet Sewak, Adv. Ms. Hritika Sharma, Adv.

] For the Respondent Nos.9 to 13 in ] IA(.B.C)/1976(KB)2024

|

ORDER

Per Bidisha Banerjee, Member (Judicial):

1. The Court convened through hybrid mode.

2. Ld. Counsel for the parties were heard at length.

3. This application has been preferred by the Resolution Professional of Arcuttipore Tea Co. Limited (CD) to seek approval of Resolution Plan in its entirety along with all annexures, Schedule, Appendixes including the claims contained therein as submitted by Premier Ferro Alloys & Securities Limited, the Successful Resolution Applicant (SRA in short) along with reliefs and concessions sought for under the Plan.

4. The Resolution Plan of Premier Ferro Alloys & Securities Limited has been approved by CoC by 90.44% vote on 20.06.2025 and Premier Ferro Alloys & Securities Limited was declared as Successful Resolution Applicant (SRA) in respect of the Corporate Debtor.

5. Submissions of the Applicant / Resolution Professional

   • a. The CIRP of Corporate Debtor commenced on 15.12.2023. In the said order, Mr. Pranab Kumar Chakrabarty having IBBI No. IBBI/IP A- 003/I P -NO0088/2017 - 18/10826 was appointed as the Interim Resolution Professional.

   • b. The IRP has made Public Announcement on April 5 & 6, 2024, in Business Standard(English), Aajkaal (Bengali) in Kolkata region

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In phe.‘visionNational Bench, Company (Court) La, wTa TribunalUBC) (PLAN) No. 19/ (KB) /2025 In CP(IB) No. 309/( KB) /2022 to invite claims from various creditors of the Corporate Debtor to the IRP.

• c. Thereafter, on an application filed by the by erstwhile IRP of the Corporate Debtor, Mr. Jai Narayan Gupta was appointed as RP of the Corporate Debtor vide order dated 21.02.2024.

• d. The erstwhile RP during his tenure published Form - G on 01.08.2024 in Morning India (English) and Duranta Bharta (Bengali) in Kolkata region, where the registered office of the Corporate Debtor situated and in Eastern Chronicle (English) and Naba Bharta Prasanga (Bengali) in Assam (Silchar) region where the Tea Estate of the Corporate Debtor is situated.

• e. It is further submitted by the RP/ Applicant that an application was filed by CoC for replacement of erstwhile RP with Mr. Kanakabha Ray in place of Mr. Jai Narayan Gupta. However, in order to avoid any conflict of interest in the instant matter, this Adjudicating Authority decided not to appoint the proposed RP i.e. Mr. Kanakabha Ray, and thereby appointed Mr. Hansraj Jaria, the present RP/ Applicant.

• f. Thereafter, the CoC has decided to reissue Form - G and the request for resolution plana and evaluation matrix was approved as prepared by the erstwhile RP.

• g. Further, the Applicant / RP has made public announcement of Form - G on 24.01.2025 for submission of Expression of Interest (EoI) and last date for submission of Resolution Plan was 18.03.2025. Thereafter, the Applicant states that he has received a total number of 9 Prospective Resolution Applicants (PRAs) for Corporate Debtor. Further, the Applicant has issueda final list of PRAs on 15.02.2025.

• h. That as per Form - G, the Applicant / RP has issued Information Memorandum (IM), RFRP and Evaluation Matrix with all the PRAs on 15.02.2025. Thereafter, the Applicant has conducted a voting for modification in respect to RFRP and Evaluation Matrix

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In theDivisionNational Bench, Company (Court) La, wTa TribunalUBC) (PLAN) No. 19/ (KB) /2025 In CP(IB) No. 309/( KB) /2022 in terms of Regulation 36B (5) of IBBI (Insolvency Resolution Process for Corporate Persons), Regulations, 2016 and the same was concluded with 75.24% votes in favour of that. Thereafter, the Applicant has appraised by an email to the PRAs that the last date for submission of Resolution Plan will be 04.04.2025 i.e. 30 days from 05.03.2025 considering Regulation 36B (5) of IBBI (Insolvency Resolution Process for Corporate Persons), Regulations, 2016.

• i. Further, the Applicant has sent an email to the PRAs informing about extension of timeline for submission of Resolution Plan i.e. by 02.05.2025 taking into consideration Regulation 36B (5) of IBBI (Insolvency Resolution Process for Corporate Persons), Regulations, 2016.

• j. Thereafter, the erstwhile RP has filed an application under Section 12(2) vide IA (IBC)No.944/KB/2025 and vide an order dated 21.04.2025, this Adjudicating Authority had dismissed the IA (IBC)No.944/KB/2025 as infructuous.

• k. Thereafter, considering various extension of timeline for submission of Resolution Plan, the Applicant has received 1 (one) resolution Plan from PRA namely Premier Ferro Alloys & Securities Limited.

1. The Applicant thereafter received the revised resolution plan on 10.06.2025 and the same was put to vote on 19.06.2025 and

voting was concluded on 20.06.2025 with 90.44% votes in its favour.

• m. The applicant has said that an amount of Rs. 10 Lakhs has been received as performance guarantee.

• n. The details of the CIRP as provided in the Form H are as under:

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||Inthe NationalCompany LawTribunal<br>DivisionBench, (Court-I), Kolkata<br>~~IA (IBC) (PLAN) No.~~<br>~~_19/ (KB) /2025~~|Inthe NationalCompany LawTribunal<br>DivisionBench, (Court-I), Kolkata<br>~~IA (IBC) (PLAN) No.~~<br>~~_19/ (KB) /2025~~|Inthe NationalCompany LawTribunal<br>DivisionBench, (Court-I), Kolkata<br>~~IA (IBC) (PLAN) No.~~<br>~~_19/ (KB) /2025~~|
|---|---|---|---|
|||~~In ~~|~~CP(IB) No.~~<br>~~309/( KB) /2022~~|
|PTName<br>-|Nameof<br>theCD<br>DateofInitiationofCIRP<br>DateofAppointmentof IRP<br>DateofPublication ofPublicAnnouncement<br>Date ofConstitution ofCoC<br>Date ofFirstMeetingofCoC<br>:<br>t ofRP<br>Date ofAppointment o|ArcuttiporeTeaCo<br>Limited<br>15.12.2038<br>fis.122003<br>ei2203<br>|<br>06.01.2024<br>pizor2024<br>—Mr.Pranab<br>12.01.2024 —Mr.<br>omarChalerabarty||
||||21.02.2024 —Mr. Jai|
||||Narayan Gupta|
||||18.12.2024—Mr. Hansraj|
||||Jaria|
||i<br>ntofRegistered Valuers<br>Date of<br>Appointme||23.08.2024bythe<br>Erstwhile Resolution|
||||Professional|
||Date ofIssueofInvitation forEol (Incaseof<br>multipleissuance ofEol, please specify all such||1. 01.08.2024<br>2. 24.01.2025|
|| <br>1]|dates<br>;<br> Date ofFinalListofEligibleProspective<br>ResolutionApplicants<br>‘tati<br>Resolution Plan<br>Dateof Invitation of||aeens<br>Te<br>=<br>MGLUZA — ISSUER<br>DY<br>theErstwhile Resolution|
||||Professional Mr. Jai|
|\Q)<br>SN|||Narayan Gupta|
|NG||||

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||Inthe NationalCompany LawTribunal<br>Division Bench, (Court-~~I~~), Kolkata<br>~~IA (IBC) (PLAN) No.~~<br>~~_19/ (KB) /2025~~|Inthe NationalCompany LawTribunal<br>Division Bench, (Court-~~I~~), Kolkata<br>~~IA (IBC) (PLAN) No.~~<br>~~_19/ (KB) /2025~~|Inthe NationalCompany LawTribunal<br>Division Bench, (Court-~~I~~), Kolkata<br>~~IA (IBC) (PLAN) No.~~<br>~~_19/ (KB) /2025~~|Inthe NationalCompany LawTribunal<br>Division Bench, (Court-~~I~~), Kolkata<br>~~IA (IBC) (PLAN) No.~~<br>~~_19/ (KB) /2025~~|
|---|---|---|---|---|
||||In CP(IB) No.<br>309/(<br>KB)<br>/2022||
|||||74.01.2025 —Issued by|
|||||Mr. Hansraj Jaria|
|12|LastDateof Submission ofResolution|Plan||18.03.2025—Asper<br>reissued Form - G.|
|||||09.05.2025 —After|
|||||considering various|
|||||extension as soughtby the|
|||||PRA and approved bythe|
|||||CoC members.|
||Date of submission ofResolution Plan|to the|RP|09.05.2025|
|14<br>15|Date ofplacingtheResolutionPlanbeforetheCoC <br>| Date ofApproval ofResolution Plan byCoC|||18.06.2025<br>(Revised<br> 13.05.2025<br>20.06.2025|
|16|Date ofFiling ofResolution Plan withAdjudicating <br>Authori||||25.06.2025|
|17|Date ofExpiry of 180 days ofCIRP|||12.06.2024|
|18|Date ofeach order extending/excluding the period|||27.09,2024 — Enlargement|
||ofCIRPon request filed byRP|||of 60 days allowed from|
|||||10.11.2024.|
|||||16.01.2025 — Exclusion of|
|||||78 days allowed byAA|
|||||from 01.10.2024 till|
|||||18.12.2024|
|||||27.03.2025 —Enlargement|
|||||of 45 days allowed by|
|||||AA.|
|||||21.04.2025 - 1.A. (IBC)<br>No. 944/KB/2025 filed by<br>the ErstwhileRPunder|
|||||section 12(2) ofthe IBC,<br>2016 was dismissed as|
|||||infructuous bythe|
|||||Adjudicating Authority.|
|||||22.05.2025—Enlargement<br>of30 days allowed byAA<br>from 12.05.2025|
|2g|||||
|UEX>|||||

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==> picture [419 x 188] intentionally omitted <==

----- Start of picture text -----<br>

||||||||
|---|---|---|---|---|---|---|
|In the|National Company|Law Tribunal|
|Division|Bench,|(Court-|I|),|Kolkata|
|IA|(IBC) (PLAN) No.|_19/ (KB) /2025|
|In|CP(IB)|No.|309/|KB)|/2022|
|16.06.2025|—|Enlargement|
|of|15|days|allowed|by AA|
|from|11.06.2025|
|||19|||Date of|Expiry ofExtended Period|of CIRP|26.06.2025|
|20|Fair Value|Rs.|15,39,74,938 —|
|Average|Fair|Value|
|2)|Liquidation|value|Rs.|12,29,74,397|—|
|Average|Liquidation|
|Value.|
|Number|of Meetings|of CoC|held|

----- End of picture text -----<br>

6. Given the Fair value and Liquidation value noted above, the Successful Resolution Applicant (SRA) namely Premier Ferro Alloys & Securities Limited under the revised Resolution Plan has provided a overview of the of the Financial summary of the Resolution Plan of the Corporate Debtor of Rs.7,40,77,666/ - (Rupees Seven Crores Forty Lakhs Seventy - seven Thousand Six Hundred and sixty - six only) plus 26% of equity shares of the Corporate Debtor to the Secured Financial Creditor and Class - B shares. The amounts claimed, amount admitted and the amount provided under the Resolution Plan are as under:

Plan Pay Out:

(Amount in Rupees)

==> picture [493 x 190] intentionally omitted <==

----- Start of picture text -----<br> Amount<br>Amount of<br>Category of Claim Admitted provided in<br>Claim<br>Creditor the Plan<br>1. Unpaid CIRP Costs as 2,00,00,000.00<br>on the NCLT<br>Approval Date<br>2. Secured Financial | 12,88,80,187.00 | 12,79,78,750.00 1,65,09,999.00<br>Creditor<br>----- End of picture text -----<br>

Page 7 of 26

|-Creditors<br>not<br>having<br>a<br>Along with<br>right to vote under sub~~-~~<br>26% equity<br>section (2) of section 21<br>shares ofthe<br>~~- ~~Dissenting<br>Corporate<br>~~- ~~Assenting<br>Debtor offered<br>to Secured<br>Financial Debt<br>and Class~~-~~B<br>shares no<br>dividend and<br>no voting<br>shares towards<br>unsustainable<br>debts ofthe<br>assenting<br>Secured<br>Financial<br>Creditors|-Creditors<br>not<br>having<br>a<br>Along with<br>right to vote under sub~~-~~<br>26% equity<br>section (2) of section 21<br>shares ofthe<br>~~- ~~Dissenting<br>Corporate<br>~~- ~~Assenting<br>Debtor offered<br>to Secured<br>Financial Debt<br>and Class~~-~~B<br>shares no<br>dividend and<br>no voting<br>shares towards<br>unsustainable<br>debts ofthe<br>assenting<br>Secured<br>Financial<br>Creditors|-Creditors<br>not<br>having<br>a<br>Along with<br>right to vote under sub~~-~~<br>26% equity<br>section (2) of section 21<br>shares ofthe<br>~~- ~~Dissenting<br>Corporate<br>~~- ~~Assenting<br>Debtor offered<br>to Secured<br>Financial Debt<br>and Class~~-~~B<br>shares no<br>dividend and<br>no voting<br>shares towards<br>unsustainable<br>debts ofthe<br>assenting<br>Secured<br>Financial<br>Creditors|-Creditors<br>not<br>having<br>a<br>Along with<br>right to vote under sub~~-~~<br>26% equity<br>section (2) of section 21<br>shares ofthe<br>~~- ~~Dissenting<br>Corporate<br>~~- ~~Assenting<br>Debtor offered<br>to Secured<br>Financial Debt<br>and Class~~-~~B<br>shares no<br>dividend and<br>no voting<br>shares towards<br>unsustainable<br>debts ofthe<br>assenting<br>Secured<br>Financial<br>Creditors|
|---|---|---|---|
|3.<br>Unsecured<br>Financial|<br>Creditor<br>~~-~~Creditors<br>not<br>having<br>a<br>right to vote under sub~~-~~<br>section (2) of section 21<br>~~- ~~Dissenting<br>~~- ~~Assenting|4,44,77,600.00 ||| 3,90,00,044.00|10,00,000<br>Along<br>with<br>Class~~-~~B<br>shares<br>no<br>dividend<br>and no voting<br>shares towards<br>unsustainable<br>debts<br>of<br>the<br>assenting|

Page 8 of 26

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|---|---|---|---|---|
|~~InCP(IB)No.309~~<br>~~2022~~|||||
|~~In CP(IB) No. 309~~<br>~~2022~~<br>Category of<br>Claim<br>ClaimAdmitted<br>provided in<br>Creditor<br>the Plan|||||
|Unsecured<br>Financial<br>Creditor.|||||
|4. Operational Creditors<br>(Other than workmen &<br>employees<br>&<br>Government<br>/statutory<br>dues)|||||
|(i)<br>|Government /<br>71,86,278.00<br>71,86,278.00<br>2,26,063.00<br>Deputy<br>Commissioner<br>of<br>Silchar<br>Employees<br>3,35,73,123.00 | 3,35,73,123.00 |3,35,73,123.00<br>~~-~~<br>PF dues<br>Assam<br>Tea<br>Employees<br>Provident<br>Fund<br>Organization|||||
|(ii) |Workmen<br>~~-~~<br>PF dues<br>~~-~~<br>Other dues|||||
|(iii) |Employees<br>1,86,79,811.00 |<br>1,82,92,575.00<br>25,06,878.00<br>~~-~~<br>PF Dues<br>~~-~~<br>Other dues<br>~~—~~|||||
|(iv) <br>~~————_—~~||Other Operational |<br>~~————_—~~||<br>1,35,36,154.00<br>~~————_—~~|83,16,053.00<br>~~————_—~~<br>~~—~~|2,61,603.00<br>~~————_—~~<br>~~—~~|

Page 9 of 26

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|Inthe NationalCompany LawTribunal<br>Division Bench, (Court-~~I~~), Kolkata<br>~~IA (IBC) (PLAN) No. _19/ (KB) /2025~~<br>~~In CP(IB) No. 309~~<br>~~2022~~<br>Amount<br>Amount of<br>Category of<br>Claim Admitted<br>provided in<br>Claim<br>Creditor<br>the Plan|
|---|
|TOTAL|
|24,63,33,153.00|23,43,46,823.00|7,40,77,666.00|

7. Further, in addition to INR 7,40,77,666.00, the Resolution Applicant also proposes to give 26% equity shares of the Corporate Debtor to the Secured Financial Creditor and Class B Shares, no dividend and no voting rights, towards the Unsustainable Debts of the assenting Secured Financial Creditors and assenting Unsecured Financial Creditors.

8. In the course of the hearing, the Learned Counsel for the Resolution Professional would submit that the Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code, 2016, read with relevant Regulations of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 and does not contravene any of the provisions of law for the time being in force. The Synopsis are as under:

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||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
|In the National Company|Law Tribunal|
|Division Bench,|(Court-I),|KolkataIA|(IBC)|(PLAN)|No.|_19/ (KB) /2025|
|In|CP(IB)|No.|309/(|KB)|/2022|
|Section|of|||Requirement with|respect to|||Compliance|||Relevant|clause|of|
|the|Code/|Resolution|Plan|(Y/N)|resolution|plan|
|Regulation|
|No.|
|Section|The|Resolution|Applicant|Yes|Refer EOI|dated|
|25(2)(h)|meets|the|criteria|approved|by|07.02.2025|submitted|
|the|CoC|having|regard|to|the|by|the|Resolution|
|complexity|and|scale|of|Applicant.|
|operations|of business|of|[the]|
|CD|
|Section|The|Resolution|Applicant|is|Yes|Yes,|refer|final|list of|
|29A|eligible|to|submit|resolution|Provisional|Resolution|
|plan|as|per|final|list|of|Applicant|issued|by|the|
|Resolution|Professional|or|RP|
|Order,|if any,|of|the|
|Adjudicating|Authorit|
|Section|The|Resolution|Applicant|has|Yes|Appendix — 4|ofthe|
|that|it|is|eligible|as|per Code|
|Section|The Resolution|Plan-|Yes|(a)|Clause|5.2.2|of|the|
|30(2)|(a)provides|for the payment|of|Resolution|Plan.|
|insolvency|resolution|process|(b)Clause|5.4.7,|clause|
|Cayprovidessts|for the payment to|5.5.3,|clause 5.6.3,|
|the|operational|creditors|clause|5.4.8,|clause|
|(c)provides|for payment|to|the|5.5.4,|clause|5.6.4|of|
|financial|creditors|who|did|not|the|Resolution|Plan.|
|vote|in|favour|ofthe|resolution|(c)|Clause|5.3.6|of|the|
|— Soothe|Resolution|Plan.|
|management of|the|affairs of|(d)Clause|8:9|of the|
|the|corporate|debtor|Resolution|Plan.|
|(e)provides|for the|(e)Clause|8.4|of|[the]|
|4\|implementation|and|(f) ClauseResolution 3.2.1Plan.of the|

----- End of picture text -----<br>

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In the National Company Law Tribunal Division Bench, (Court-I), Kolkata

In CP(IB) No. 309/( KB) /2022

||||~~In ~~|~~CP(IB) No. 309/( KB) /2022~~|
|---|---|---|---|---|
|||supervision ofthe resolution||Resolution Plan.|
|||plan|||
|||(f)does not contravene any of|||
|||the provisions ofthe law for|||
||Section<br>30(4)|the time being in force<br>TheResolution Plan<br>(a)is feasible and viable,|Yes|(a)Clause4.3.2 of<br>the<br>Resolution Plan.|
|||according to theCoC||(b) Kindly refer the|
|||(b)has been approved by the||Voting Results ofthe|
|||CoC with 66% voting share||19" CoC meeting held|
|||||on 20.06.2025.|
||Section<br>31(1)|TheResolution Plan has<br>provisions for its effective|Yes|Clause 13ofthe<br>Resolution Plan|
|||implementation plan,|||
|||according to the CoC|||
||Regulation <br>38 (1)||Theamount due to the<br>operational creditors underthe<br>resolution plan hasbeen given|Yes|Clause 5.4.10, clause<br>5.5.8, clause 5.6.7 of<br>theResolution Plan|
|||priority in payment over|||
|||financial creditors|||
||Regulation <br>38(1A)||The resolution plan includes a<br>statement as to how it has|Yes|Clause 5.10 ofthe<br>Resolution Plan|
|||dealt with the interests ofall|||
|||stakeholders|||
||Regulation <br>38(1B)||NeithertheResolution<br>Applicant nor any ofits<br>related parties has failed to|Yes|Clause 7.13.2 of the<br>Resolution Plan|
|||implement or contributed to<br>the failure ofimplementation|||
|||ofany resolution plan<br>approved undertheCode. If<br>applicable, the Resolution<br>Applicant has submitted a<br>statement giving details ofany|||
|||such non-implementation.|||
||Regulation <br>38(2)||TheResolution Plan provides:<br>(a)the term ofthe plan and its|Yes|(a) Schedule1 ofthe<br>Resslutiod Plan|
|||implementation schedule<br>(b)forthemanagement and<br>control ofthe business ofthe<br>corporate debtorduring its<br>term||(b)Clause 8.5 ofthe<br>i.<br>Resolution Plan<br>(c)Clause 8.4 of<br>the<br>Resolution Plan|
|7<br>Ne?||(c)adequatemeans for<br>csunervisingitsimplementation||||

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In the National Company Law Tribunal Division Bench, (Court- I ), Kolkata

|a|a||~~In CP(IB) No. _309/( KB) /2022~~|
|---|---|---|---|
|Regulation |The resolution plan<br>38(3)<br>demonstrates that—||Yes|(a)Clause 2.7of<br>the<br>Resolution Plan|
||(a)it addresses the cause of||(b)Clause 4.3.2 of the|
||default||Resolution Plan|
||(b)it is feasible and viable<br>(c)it has provisions for its<br>effective implementation<br>(d)it has provisions for<br>approvals required and the<br>timeline for the same||(c)Clause 8.4 and<br>schedule 1 of the<br>en<br>a<br>(d)Clause 7.9 of the<br>Resolution Plan|
||(c)the resolution applicant has<br>the capability (o implement||(e)Clause 7.12 ofthe<br>Resolution Plan|
|Reoulation <br>39(2)|the resolution plan<br> |WhethertheRPhas filed<br>applications in respect of<br>transactions observed, found|Yes|Clause 5.13 of the<br>Resolution Plan|
||or determined by him?|||
|Regulation<br>39(4)|Provide details of performance<br>security received, as referred<br>to in sub-regulation (4A) of|Yes|Clause 7.8 ofthe<br>Resolution Plan<br>—|
||regulation36B|||

In CP(IB) No. _309/( KB) /2022

9. A bare perusal of the extracts / excerpts from the Plan establishes that

• a. The revised Resolution Plan submitted by SRA has been approved with 90.44% voting share.

• b. As per the CoC, the plan meets the requirement of being viable and feasible for revival of the Corporate Debtor.

• c. By and large, all the compliances have been done by the RP and the Resolution Applicant for making the plan effective after its approval.

Findings

10. Accordingly, on perusal of the documents on record, supported by an affidavit of the Resolution Professional, we accord our satisfaction that the Resolution Plan as approved by the CoC, is in accordance with sections 30 and 31 of the IBC and also comply with regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, as enumerated supra.

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In phe.‘visionNationaBench, Company (Cour “at eTAaebunal IBC) (PLAN) No. 19/ (KB) /2025

In CP(IB) No. 309/( KB) /2022

Reliefs, Waivers and Concessions:

11. We have perused the reliefs, waivers and concessions as sought for in the application. It is evident that some of the reliefs, waivers and concessions sought by the Resolution Applicant come within the ambit of the I&B Code and the Companies Act 2013, while many others fall under the power and jurisdiction of different government authorities/departments. This Adjudicating Authority has the power to grant reliefs, waivers and concessions only concerning the reliefs, waivers and concessions that are directly with the I&B Code and the Companies Act (within the powers of the NCLT). The reliefs, waivers and concessions that pertain to other governmental authorities /departments may be dealt with by the respective competent authorities/forums/offices, Government or Semi - Government of the State or Central Government concerning the respective reliefs, waivers and concession, whenever sought for. The competent authorities including the Appellate authorities may consider granting such reliefs, waivers and concessions keeping in view the spirit of the I&B Code, 2016 and the Companies Act, 2013. 12. As far as the question of granting time to comply with the statutory obligations or seeking approvals from authorities is concerned, the Resolution Applicant is directed to do so within one year from the date of this order, as prescribed under section 31(4) of the I&B Code.

12. It is almost trite and fairly well settled that the Resolution Plan must be consistent with the extant law. The Resolution Applicant shall make necessary applications to the concerned regulatory or statutory authorities for renewal of business permits and supply of essential services, if required, and all necessary forms along with filing fees etc. and such authority shall also consider the same keeping in mind the

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In phe‘visionNationalBench, company(Cour Lat wa aebunal IBC) (PLAN) No. 19/ (KB) /2025 In CP(IB) No. 309/( KB) /2022 objectives of the Code, which is essentially the resolving of the insolvency of the Corporate Debtor.

14. In this context, we would rely upon the judgment in Embassy Property Developments Pvt. Ltd. vs. State of Karnataka reported at MANU/SC/1661/2019: (2020) 13 SCC 308, wherein, the Hon’ble Apex Court has laid down that:

“39. IfNCLT has been conferred withjurisdiction to decide all types of claims to property, of the corporate debtor, Section 18(f)(vi) would not have made the task of the interim resolution professional in taking control and custody of an asset over which the corporate debtor has ownership rights, subject to the determination of ownership by a court or other authority. In fact an asset owned by a third party, but which is in the possession of the corporate debtor under contractual arrangements, is specifically kept out of the definition of the term "assets" under _ the Explanation to Section 18. This assumes significance in view of the language used in Sections 18 and 25 in contrast to the language employed in Section 20. Section 18 speaks about the duties of the interim resolution professional and Section 25 speaks about the duties of resolution professional. These two provisions use the word "assets", while Section 20(1) uses the word "property" together with the word "value". Sections 18 and 25 do not use the expression "property". Another important aspect is that Under Section 25(2)(b) of IBC, 2016, the resolution professional is obliged to represent and act on behalf of the corporate debtor with third parties and exercise rights for the benefit of the corporate debtor in judicial, quasijudicial and arbitration proceedings. Section 25(1) and 25(2)(b) reads as follows:

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In phe.‘visionNationaBenen, Company(Cours “a) eTAaebunal(IBC) (PLAN) No._19/ KB) /2025 In CP(IB) No. 309/( KB) /2022

25. Duties of resolution professional -

(1) It shall be the duty of the resolution professional to preserve and protect the assets of the corporate debtor, including the continued business operations of the corporate debtor.

(2) For the purposes of Sub -s ection (1), the resolution professional shall undertake the following actions:

(Cc)ee

(b) represent and act on behalf of the corporate debtor with third parties, exercise rights for the benefit of the corporate debtor in judicial, quasi judicial and arbitration proceedings.

This shows that wherever the corporate debtor has to exercise rights in judicial, quasi -j udicial proceedings, the resolution professional cannot short-circuit the same and bring a claim before NCLT taking advantage of Section 60(5). 40. Therefore in the light of the statutory scheme as culled outfrom various provisions of the IBC, 2016 it is clear that wherever the corporate debtor has to exercise a right that falls outside the purview of the IBC, 2016 especially in the realm of the public law, they cannot, through the resolution professional, take a bypass and go before NCLT for the enforcement of such a right.”

(Emphasis Added)

2. The reliefs sought for subsisting contracts/agreements can be granted, and no blanket orders can be granted in the absence of the parties to the contracts and agreements.

3. Concerning the waivers with regard to the extinguishment of claims which arose prior to the initiation of the CIR Process and which have not been claimed are granted in terms of the law laid down by the Hon’ble Apex Court in Ghanashyam Mishra and Sons Private Limited

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In theDivisionNational Bench, Company (Court) La, wTa TribunalUBC) (PLAN) No. 19/ (KB) /2025 In CP(IB) No. 309/( KB) /2022 vs. Edelweiss Asset Reconstruction Company Limited reported in MANU /SC/0273/2021: (2021)9SCC657: [2021]13SCR737, wherein the Hon’ble Apex Court has held that

“once a resolution plan is duly approved by the Adjudicating Authority under sub -s ection (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 Govt., any State Govt. or any local authority, guarantors and other stakeholders.”

(Emphasis Added)

4. Further, the relevant part of the Ghanshyam Mishra judgment (supra) in this regard is reproduced below:

• “61. All these details are required to be contained in the information memorandum so that the resolution applicant is aware, as to what are the liabilities, that he may have to face and provide for a plan, which apart from satisfying a part of such liabilities would also ensure, that the Corporate Debtor is revived and made a running establishment. The legislative intent of making the resolution plan binding on all the stakeholders after it gets the seal of approval from the Adjudicating Authority upon its satisfaction, that the resolution plan approved by CoC meets the requirement as referred to in Subsection (2) of Section 30 ts, that after the approval of the resolution plan, no surprise claims should be flung on the successful resolution applicant. The dominant purpose is, that he should start with fresh slate on the basis of the resolution plan approved.’

“62. This aspect has been aptly explained by this Court in the case of Committee of Creditors of Essar Steel India Limited through Authorised Signatory (supra).’

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In phe‘visionNational Bench, company (Cour Lat wa aebunal IBC) (PLAN) No. 19/ (KB) /2025

In CP(IB) No. 309/( KB) /2022 “107. For the same reason, the impugned NCLAT judgment [Standard Chartered Bank v. Satish Kumar Gupta] in holding that claims that may exist apart from those decided on merits by the resolution professional and by the Adjudicating Authority/Appellate Tribunal can now be decided by an appropriate forum in terms of Section 60(6) of the Code, also militates against the rationale of Section 31 of the Code. A successful resolution applicant cannot suddenly be faced with "undecided" claims after the resolution plan submitted by him has been accepted as this would amount to a hydra head popping up which would throw into uncertainty amounts payable by a prospective resolution applicant who would successfully take over the business of the corporate debtor. All claims must be submitted to and decided by the resolution professional so that a prospective resolution applicant knows exactly what has to be paid in order that it may then take over and run the business of the corporate debtor. This the successful resolution applicant does on a fresh slate, as has been pointed out by us hereinabove. For these reasons, NCLAT judgment must also be set aside on this count.”

5. In this regard, we would also rely on the judgement of Hon’ble High Court of Rajasthan in the matter of EMC v. State of Rajasthan, Civil Writ Petition No. 6048/2020 with 6204/2020 reported in (2023) ibclaw.in 42 HC wherein it has been inter - alia held that

“Law_is_ well-settled _that_with_the_finalization_of insolvency resolution plan and the approval thereof by the NCLT, all dues of creditors, Corporate, Statutory and others stand extinguished and no demand can be raised for the period prior to the specified date. ” 6. Thus on the date of approval of resolution plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand extinguished and no person will be entitled to initiate or continue

Page 18 of 26

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In theDivision National Bench, Company(Court-t La), wTa TribunalUBC) (PLAN) No. 19/ (KB) /2025 In CP(IB) No. 309/( KB) /2022 any proceedings in respect to a claim, which is not part of the resolution plan as per the law laid down by the Hon’ble Supreme Court in Ghanashyam Mishra supra. The Hon’ble Supreme Court also held that all the dues including the statutory dues owed to the Central Govt, any State Govt 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.

7. With respect to the waivers sought in relation to guarantors, we seek to place reliance on the judgment of Lalit Kumar Jain v. Union of India reported in MANU/SC/0352/2021: (2021) 9 SCC 321: (2021) ibclaw.in 61 SC, wherein the Hon’ble Supreme Court held in para 133 that sanction of a resolution plan and finality imparted to it by section 31 does not per se operate as a discharge of the guarantor’s liability shall apply.

8. Further, we would rely upon the judgment rendered by the NCLAT in Roshan Lal Mittal v. Rishabh Jain reported in (2023) ibclaw.in 803 NCLAT that:

   • “The Resolution Plan does not absolve the personal guarantors from their guarantee. The law well settled by the Hon’ble Supreme Court in the matter of “Lalit Kumar Jain vs. Union of India & Ors. — (2021) 9 SCC 321), that by approval of resolution plan the guarantees are not ipso facto discharged.”

     • (Emphasis Added)

9. With respect to the reliefs and waivers sought for all inquiries, litigations, investigations and proceedings shall be granted strictly as per the section 32A of the Code and the provisions of the law as may be applicable.

10. In this context, we would note that upon the approval of the Resolution Plan, the Corporate Debtor avails the limbs of new management to revive its business. Thus, all the past liabilities of the

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In theDivisionNational Bench, Company(Court-t La), wa TribunalUBC) (PLAN) No. 19/ (KB) /2025 In CP(IB) No. 309/( KB) /2022

Corporate Debtor including criminal liability prior to the initiation of the CIR Process shall stand effaced and the new management will step into the shoes of the company with a fresh or clean slate. Hence, the old management shall be liable to face all the offences committed prior to the commencement of the CIR Process. At this juncture, we would rely upon the judgment rendered by the Hon’ble Apex Court in Ajay

Kumar Radheyshyam Goenka vs. Tourism Finance Corporation of India Ltd. reported in MANU/SC/0244/2023: (2023) 10 SCC 545 that:

• “67. Thus, Section 32A broadly leads to:

• a. Extinguishment of the criminal liability of the corporate debtor, if the control of the corporate debtor goes in the hands of the new management which is different from the original old management.

b. The prosecution in relation to "every person who was a "designated partner" as defined in Clause (j) of Section 2 of the Limited Liability Partnership Act 2008 (6 of 2009), or an "officer who is in default", as defined in Clause (60) of Section 2 of the Companies Act. 2013 (18 of 2013), or was in any manner in charge of, or responsible to the corporate debtorfor the conduct of its business or associated with the corporate debtor in any manner and who was directly or indirectly involved in the commission of such offence" shall be proceeded and the law will take it’s own course. Only the corporate debtor (with new management) as held in Para 42 of P. Mohanraj will be safeguarded.

c. If the old management takes over the corporate debtor (for MSME Section 29A does not apply (see 240A), hence for MSME old management can takeover) the corporate debtor itself is also not safeguarded from prosecution Under Section 138 or any other offences.”

(Emphasis added)

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In phe‘visionNationalBench, company(Court-t Lah wa aebunal IBC) (PLAN) No. 19/ (KB) /2025 In CP(IB) No. 309/( KB) /2022 11. Further, would also rely on the judgment of Hon’ble High Court of Madras in the matter of Vasan Healthcare Put. Ltd. vs. The Deputy Director of Income Tax (Investigation), Unit 3(2) reported in MANU/TN/0243/2024: (2024) ibclaw.in 80 HC, wherein it was held that:

“9, In the above judgement, the Apex Court after dealing with the provision in detail, came to a categoric conclusion that insofar as the criminal prosecution is concerned, the criminal liability of the corporate debtor viz., company gets completely wiped off and the new management is allowed to take over the company on a clean slate. However, the Apex Court also made it clear that the persons who are involved in the day today affairs of the company and were incharge and responsible for running of the company, will be liable to face all the offence committed prior to the commencement of the Corporate’ Insolvency Resolution Process. There is no escape for those persons from criminal liability even though the corporate debtor is given a clean slate and is handed over to the new Management. 10. Useful reference can also be made to the judgement of the Calcutta High Court in [Tantia Constructions Limited Vs. Krishna Hi-Tech Infrastructure P Ltd] in CRP No. 172 of 2022. The relevant portions in the order are extracted hereunder :-

4. For the application of Section 32A of IBC, 2016 and in light of the present matter, it is pertinent to determine the following two issues, Le.,

i. Whether the offence as complained in the impugned criminal proceedings has been alleged to be committed before the initiation of corporate insolvency resolution process or during such process?

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In phe‘visionNational ene companyome» La w'TA aebunal(IBC) (PLAN) No._19/ (KB) /2025 In CP(IB) No. 309/( KB) /2022 ii. Whether the resolution plan has resulted in change in

the management or corporate debtor in consonance with the provisions of Section 32A(1) of IBC, 2016?

5. With respect to Issue No. 1, it is pertinent to note that the corporate insolvency resolution process as against the Petitioner/Corporate Debtor was initiated on 13.03.2019 when the application was accepted and the Order of Moratorium under Section 14 of the IBC, 2016 was imposed by NCLT, Kolkata in the aforementioned case. The complaint that commenced the impugned criminal proceedings was filed on 22.07.2019 before the concerned court by the opposite party. Whereby, said alleged offence so complained, took place before or during the corporate insolvency resolution process and is covered under the ambit of Section 32A of IBC, 2016.

6. With respect to Issue No. 2, it is observed that the petitioner has not made specific submission in this regard. However, it is the submission of the opposite party that the impugned complaint case does not concern itself with the new directors that were appointed after takeover by the Resolution Applicant in line with the Resolution Plan so approved by NCLT dated 24.02.2022. It is their submission that they are primarily aggrieved by the actions of petitioner when it was in control of erstwhile Directors.

7. The above judgement clearly lays down the law on the subject. The moment the Corporate Insolvency Resolution Process is initiated against the corporate debtor and the application is accepted by the NCLT, the moratorium comes into operation. Once the resolution plan is accepted by the NCLT and orders are passed and the Corporate debtor gets into hands of the new management, all the

Page 22 of 26

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In theDivisionNationalBench, Company(Court- Lat), wTa TribunalBO) (PLAN) No. 19/ (KB) /2025 In CP(IB) No. 309/( KB) /2022 past liabilities including the criminal liability of the Corporate debtor gets wiped off and the new Management takes over the company with clean slate.” (Emphasis Added)

12. Very recently, the Hon’ble Madras High Court in M/s. Vasan Healthcare Pvt Ltd v. M/s. India Infoline Finance Ltd, Crl O.P. No. 1772 of 2024, reported in (2024) ibclaw.in 700 HC, (hereinafter referred to as ‘Vasan Healthcare Pvt. Ltd. II’) has observed that: “13. As a result of the above discussion and the law laid in Ajay Kumar Radheshyam Goenka case, it is clear that the corporate debtor cannot be prosecuted for the prior liability after the approval of the Resolution Plan. At the same time, it is to be bear in mind the protection under Section 32 - A of Insolvency & Bankruptcy Code, 2016 is restricted only to the Corporate debtor and not to its Directors who were incharge of the affairs of the Company when the offence committed or the signatory of the cheque.”

(Emphasis Added)

13. Further, the Hon’ble Apex Court in Jaypee Kensington Boulevard Apartments Welfare Association and Ors. vs. NBCC (India) Ltd. and Ors. reported in (2022) 1 SCC 401: MANU/SC/0206/2021 at Para 216, has laid down that: “The Adjudicating Authority has_ limited

jurisdiction in the matter of approval of a resolution plan, which is_ well - defined and circumscribed by Sections 30(2) and 31 of the Code. In the adjudicatory process concerning a resolution plan under IBC, there is no scope for interference with the commercial aspects of the decision of the CoC; and there is no scope for

Page 23 of 26

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In phe‘visionNationalBench, company(Cour Lat wa aebunal IBC) (PLAN) No. 19/ (KB) /2025 In CP(IB) No. 309/( KB) /2022 substituting any commercial term of the resolution plan approved by Committee of Creditors. ... .”

(Emphasis Added)

14. Further, in Committee of Creditors of Essar Steel India Limited vs. Satish Kumar Gupta reported at (2020) 8 SCC 531: MANU/SC/1577/2019, the Hon’ble Apex Court has propounded that:

• “38. This Regulation fleshes out Section 30(4) of the Code, making it clear that ultimately it is the commercial wisdom of the Committee of Creditors which operates to approve what is deemed by a majority of such creditors to be the best resolution plan, which is finally accepted after negotiation of its terms by such Committee with prospective resolution applicants.”

(Emphasis Added)

15. Hence, we would infer that if there are any personal guarantors of the corporate debtor, the personal guarantees shall be invoked and an appropriate action against them, in accordance with law, be taken.

16. As far as the question of granting time to comply with the statutory obligations/seeking sanctions from governmental authorities is concerned, the Resolution Applicant is directed to do the same within one year as prescribed under section 31(4) of the Code.

17. In case of non -c ompliance of this order or withdrawal of Resolution Plan, the CoC shall have the right to forfeit the EMD amount already paid by the Resolution Applicant.

18. In the light of the enumerations and observations made in this Order supra, we hereby APPROVE the Resolution Plan submitted by Premier Ferro Alloys & Securities Limited (Successful Resolution

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In phe.‘visionNational Bench, company (Cour Lat wa aebunal IBC) (PLAN) No. 19/ (KB) /2025 In CP(IB) No. 309/( KB) /2022 Applicant) with a Plan value of INR 7,40,77,666.00 plus 26% equity shares of the Corporate Debtor to the Secured Financial Creditor and Class - B Shares.

19. The Resolution Plan shall form part of this Order and shall be read along with this order for implementation. The Resolution Plan thus approved shall be binding on the Corporate Debtor and all other stakeholders involved in terms of Section 31 of the I&B Code, so that the revival of the Corporate Debtor Company shall come into force with immediate effect without any delay.

20. The Resolution Plan is binding on the Corporate Debtor and other stakeholders involved so that revival of the Debtor Company shall come into force with immediate effect.

21. The Moratorium imposed under section 14 shall cease to have effect from the date of this order.

22. The Resolution Professional shall submit the records collected during the commencement of the proceedings to the Insolvency & Bankruptcy Board of India for their record and also return to the Resolution Applicant or New Promoters.

23. Certified copy of this Order be issued on demand to the concerned parties, upon due compliance.

24. Liberty is hereby granted for moving any Application if required in connection with implementation of this Resolution Plan.

25. A copy of this Order is to be submitted in the Office of the Registrar of Companies, West Bengal.

26. It is not on record that whether the Financial Creditors have invoked Personal Guarantees or not. It is essential for the purpose of maximization for wealth of the Corporate Debtor, personal guarantees need to be invoked. Therefore, we direct the Financial Creditors to invoke Personal Guarantees, if not already done.

27. The Resolution Professional may stand discharged from his duties with effect from the date of this Order, however, he is required to

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In theDivisionNational Bench, Company(Court-t La), wa TribunalUBC) (PLAN) No. 19/ (KB) /2025 In CP(IB) No. 309/( KB) /2022

comply with our direction mentioned in Para 30 of the order subject to comply the direction, which the creditors should bear in mind.

28. The Resolution Professional shall stand discharged from his duties with effect from the date of this Order.

29. The Resolution Professional is further directed to handover all records, premises/factories/documents to the Resolution Applicant to finalise the further line of action required for starting of the operation. The Resolution Applicant shall have access to all the records/premises/factories/documents through the Resolution Professional to finalise the further line of action required for starting of the operation.

30. The Registry is directed to send e - mail copies of the order forthwith to all the parties and their Ld. Counsel for information and for taking necessary steps.

31. The Interlocutory Application being IA (IB)/(PLAN)/19(KB)2025 along with main Company Petition vide CP(IB) No. 309(KB) /2022 shall stand disposed of accordingly.

32. Certified copy of this order may be issued, if applied for, upon compliance of all requisite formalities.

(Siddharth Mishra) Member (Technical)

(Bidisha Banerjee) Member (Judicial)

Signed on this, the 04t4 day of February, 2026

M. Jana (P.S.)

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