29th May, 2026 Approval of Resolution Plan - Accurarch Acrylics Private Limited [IA (IBC)(Plan)/02/KOB/2026 in CP (IBC)/33/KOB/2024] (2.51 MB)
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IN THE NATIONAL COMPANY LAW TRIBUNAL
KOCHI BENCH
IA (IBC)(Plan)/02/KOB/2026
IN
CP (IBC)/33/KOB/2024
(Under Section 30(6), 31 & 60(5) of IBC, 2016,
read with Rule 11 of NCLT Rules, 2016)
Date of filing: 03.04.2026
Date of curing defect: 20.04.2026
Order delivered on: 08 .05.2026
In the matter of M/s Accurarch Acrylics
Private Limited
MEMO OF PARTIES:
RAJMOHAN R
Resolution Professional of M/s Accurarch
Acrylics Private Limited
Krishnapuram, St No 6,
HS 175 A & 514-L2/1,
Ollukkara P.O, Thrissur, 680655
…Applicant
Coram:
HON’BLE MEMBER (JUDICIAL) : SHRI. VINAY GOEL
HON’BLE MEMBER (TECHNICAL) : SHRI. RAVICHANDRAN RAMASAMY
Appearances: For the Applicant : Mr. Sankar P Panicker, Advocate Mr. Rajmohan R, Resolution Professional
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IA(IBC)(Plan)/02/KOB/2026 IN CP(IBC)/33/KOB/2024
In re M/s. Accurarch Acrylics Private Limited
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O R D E R PER CORAM
- The present application IA(IBC)(Plan)/02/KOB/2026 has been filed on 20.04.2026 by Mr. Rajmohan R, Resolution Professional of M/s Accurarch Acrylics Private Limited (“Corporate Debtor”) under Section 30(6) and 60(5) of the Insolvency and Bankruptcy Code, 2016(“Code”) read with Rule 11 of NCLT Rules, 2016 for approval of the Resolution Plan submitted by M/s George Enterprises, Successful Resolution Applicant (“SRA”).
- ABOUT THE CORPORATE DEBTOR a) The Corporate Debtor is a private company registered under the Companies Act, 2009, having its Registered Office at Door No.5, Building No.638, Ward No.3, Plot No.32, KINFRA Small Industries Park, Nalukettu Road, KINFRA Park PO, Koratty, 680309, Thrissur, Kerala, India. b) The Corporate Debtor is primarily engaged in the manufacture, fabrication, and processing of acrylic and allied plastic products. Its activities include manufacturing of acrylic sheets, panels, and customized plastic components, Fabrication and supply of acrylic display systems, signage boards, and industrial components, production of precision-cut and molded plastic products for commercial and industrial applications, undertaking job work, design, and installation services related to acrylic structures and fittings, and supply of acrylic-based products for interior decoration, branding, and industrial utility purposes. The company caters to sectors such as retail display, advertising, infrastructure, and industrial applications.
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- CIRP AND KEY EVENTS DURING THE CIRP
a) The Company Petition CP(IBC)/33/KOB/2024 was filed by Kerala State Industrial Development Corporation Limited, Financial Creditor, against the Corporate Debtor, under Section 7 of the Code and was admitted by this Tribunal, vide order dated 09.04.2025, whereby CIRP was commenced in respect of the Corporate Debtor. Accordingly, Mr Rajmohan R was appointed as the IRP, who was subsequently confirmed as the Resolution Professional (“RP”) of the Corporate Debtor.
b) A public announcement inviting claims from creditors was issued on 11.04.2025 in The Business Line, Kerala Edition, English Newspaper, and Kerala Kaumudi, Malayalam Newspaper, Thrissur and Ernakulam Edition. The Resolution Professional verified and collated the claims received as per the public announcement and then constituted the CoC on 23.04.2025. Vide order dated 08.05.2025 in IA(IBC)/174/KOB/2025 in CP(IBC)/33/KOB/2024, this Adjudicating Authority has taken on record the constitution of CoC. The CoC was reconstituted with other financial creditors on 26.09.2025. c) On 17.06.2025, the Resolution Professional issued Form G inviting Expressions of Interest (“EOI”) from Prospective Resolution Applicants (“PRAs”). Same was duly published in Business Line, English daily, All Kerala Edition, and in Kerala Kaumudi, Malayalam, Ernakulam and Thrissur editions, in addition to being hosted on the official website of the IBBI.
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d) The Resolution Professional requested CoC to extend the EOI time
frame by 40 days in order to share the updated financials, RFRP, and IM
with the PRAs. Accordingly, RFRP have been sent to PRAs for the
submission of the resolution plan with due date on 31.10.2025 and
further extended to 13.11.2025.
e) The status of the receipt of Resolution Plans from PRAs was discussed
in the 8th CoC meeting held on 15.11.2025. The CoC opined to provide a
one-time opportunity for amendments or modifications to the plan by
the PRAs and hence decided to provide amendments or modifications
within 24.11.2025, which was subsequently extended to 30.11.2025. In
the 13th CoC meeting held on 19.03.2025, CoC approved the resolution
plan submitted by M/s St George Enterprises with 99% voting.
4. TOTAL CIRP EXTENSIONS
Exten-
sion
IA no.
Date from
Date to
Remark
1.
IA(IBC)/376/KOB/2025
07.10.2025
05.01.2026
90 days
2.
IA(IBC)/01/KOB/2026
06.01.2026
05.03.2026
60 days
3.
IA(IBC)/113/KOB/2026
06.03.2026
05.04.2026
30 days
Total CIRP days
360 days
5. STATEMENT OF CLAIMS AS ON THE DATE OF APPROVAL OF THE
RESOLUTION PLAN AS FOLLOWS:
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- RESOLUTION PLAN OVERVIEW:
a) The resolution plan shall provide for the measures, as may be necessary,
for insolvency resolution of the corporate debtor for maximization of
value of its assets.
b) Following the initiation of CIRP, the powers of the Board of Directors of the Corporate Debtor were suspended and are currently exercised by Mr.
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Rajmohan R, Resolution Professional. Pursuant to the issuance of the
Public Announcement, Information Memorandum, and RFRP by the
Resolution Professional, the Resolution Applicant submitted an EOI and
now proposes this Resolution Plan for the revival of CD in accordance
with the IBC and the regulations and circulars issued thereunder.
c) The Resolution Applicant intends to make sincere efforts to turnaround
the business in the best interest of all stakeholders. The Resolution Plan
has been prepared under the assumption and firm belief that the business
of the Corporate Debtor is free from any pending legal disputes that
would impede the company’s functioning. Any unresolved or pre-
acquisition legal conflicts existing as of the date of the NCLT's approval
are expected to stand extinguished in light of the binding nature of the
NCLT’s order under the IBC.
d) In formulating this Resolution Plan, the Resolution Applicant has
considered the interests of all stakeholders and ensured compliance with
the provisions of the IBC and relevant regulations.
7. DELIBERATION OF THE COC ON THE FEASIBILITY OF THE PLAN
The Resolution Plan was discussed and approved by the CoC with 99%
voting power in the 13th CoC held on 19.03.2026. The Resolution passed in
13th CoC is extracted herein,
Resolution 1
APPROVAL OF RESOLUTION PLAN SUBMITTED BY M/S. ST. GEORGE ENTERPRISES
(PARTNERSHIP FIRM OF MR. CHITTATH GEORGE SABU AND MR. BABU GEORGE)
RESOLVED THAT pursuant to the provisions of section 30(4) and section 31 of the
Insolvency and Bankruptcy Code, 2016, read with the applicable rules and regulations
made thereunder, and in accordance with the invitation for resolution plans and
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evaluation thereof, the Resolution Plan submitted by M/S. St. George Enterprises (Partnership Firm of Mr. Chittath George Sabu and Mr. Babu George) is presented and explained by the Resolution Professional, be and is hereby approved. RESOLVED FURTHER THAT the Committee of Creditors has duly considered the key features of the Resolution Plan, including the financial proposal, feasibility and viability, and notes the following:
- The total Resolution Plan amount is 3.50 Crores
- The Committee of Creditors has taken note that the Resolution Plan provides for payment to stakeholders in compliance with the Insolvency and Bankruptcy Code, 2016, and that the distribution has been arrived at after considering the liquidation value and commercial wisdom of the CoC. RESOLVED FURTHER THAT the Resolution Professional be and is hereby authorised to submit the approved Resolution Plan, along with the compliance certificate in Form H, to the Hon'ble Adjudicating Authority (NCLT) under section 30(6) of the Insolvency and Bankruptcy Code, 2016, and to do all such acts, deeds and things as may be necessary or incidental thereto. RESOLVED FURTHER THAT upon approval of the Resolution Plan by the Hon'ble Adjudicating Authority, the Resolution Professional shall take necessary steps for implementation of the Resolution Plan in accordance with its terms.
- DETAILS OF THE SUCCESSFUL RESOLUTION APPLICANT a) The Successful Resolution Applicant, M/s. St. George Enterprises, is a partnership firm managed by Mr. Chittath George Sabu and Mr. Babu George, engaged in metal recycling, trading, and industrial activities. b) The partners are also associated with M/s St. George Metals, established in 1998, engaged in metal recycling and scrap procurement. The firm is a registered entity and participates in auction platforms including MSTC Limited.
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c) The business is engaged in transactions relating to transformer scrap, copper, aluminium, and other metal scrap and industrial raw materials, and maintains business relations with public and private sector undertakings. d) In the year 2009, the group acquired Vanaja Textiles and developed the same into a logistics park situated in Thrissur District. The logistics park is presently occupied by various entities, including: • Qwik Supply Chain Private Limited • Berger Paints India Limited • Nestlé India Limited e) The said operations provide direct and indirect employment to approximately 450 persons. f) In 2019, the group acquired the scrap division of Sree Sakthi Paper Mills and undertakes scrap procurement activities, including contracts with: • Bharat Petroleum Corporation Limited (BPCL) • Cochin Shipyard Limited • Kerala State Electricity Board (KSEB) g) In 2022, the group acquired M/s Propyl Packaging Ltd, a manufacturing unit located in KINFRA Park, Koratty, and commenced operations in the industrial packaging sector. h) The Applicant is also engaged in development activities, including a commercial project at Kodungallur and other projects.
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i) The Successful Resolution Applicant has experience in the execution of
business operations and proposes to undertake the revival of the
Corporate Debtor in accordance with the Resolution Plan.
9.
FINANCIAL PROPOSAL UNDER THE RESOLUTION PLAN IS TABULATED
BELOW:
10. THE SALIENT FEATURES OF THE RESOLUTION PLAN ARE: -
The resolution plan shall provide for the measures, as may be necessary,
for insolvency resolution of the corporate debtor for maximization of value
of its assets, including but not limited to the following:
Sl No
Particulars
Amount (Crores)
1.
CIRP cost (on actual basis)
0.220
2.
Payment to Financial creditor
• KSIDC -Rs. 2.90
• CSB Bank Ltd- Rs. 0.0779
Crores. (Rs 7.79 lakhs)
• Punjab National Bank Rs.0.0021
Crores (Rs 21000/-)
2.980
3.
Payment to Operational creditors
• KINFRA - Rs.9350/- (0.000935
Crores)
• Koratty Gramapanchayath - Rs.
7850/- (0.000785Crores)
• Customs
Department
Rs
254550/- (0.025455 Crores)
0.0277
4.
Working capital (to be adjusted
with the Sl no 1 above)
0.272
Total amount proposed
3.50
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a) Assessment on the value of assets of the corporate debtor SRA has visited the premises of the corporate debtor, and as per their assessment, the value of all the assets of the corporate debtor is only 2.70 crores. b) Sale of part of the assets SRA is planning to dispose of certain obsolete inventories and portions of the building, plant, and machinery that are no longer usable or economically viable for operations, as part of the ongoing restructuring and renovation of the assets of the Corporate Debtor. The objective of this exercise is to streamline and optimize the existing asset base in preparation for revival. It is not anticipated that these disposals will result in any significant inflow of funds. c) Restructuring of the corporate debtor and revival as a Going Concern The plan provides for the acquisition of all the shares of the corporate debtor by the resolution applicant for taking control of the corporate debtor for the induction of new management and operational restructuring. The plans provide for the revival of the Corporate Debtor as a going concern through the induction of new management and operational restructuring. And SRA is expecting an outflow totalling to 60 lakhs for the renovation, procurement of necessary plant & equipment, administration, deployment of human resources, monitoring committee and other legal charges. d) Satisfaction of security interest
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The plan proposes that, upon the approval of the Resolution Plan by
the NCLT and in accordance with the terms of payment stipulated
therein for the Secured Financial Creditor, the security interest
created in favour of the said creditor shall be deemed to be satisfied.
e) Waiving of any other debt due from the corporate debtor
The plan proposes that any other debt due from the corporate
debtor, other than the claim already submitted or reflected in IM
shall be waived, and no further payments to these debts are
proposed in the plan.
f) CIRP Cost Settlement
In compliance with Section 30(2)(a) of the IBC, the Plan prioritizes
the full and upfront payment of CIRP costs, which are estimated at
Rs. 20,16,789.00 as informed by the Resolution Professional.
However, as discussed and proposed in the 8th CoC meeting by the
Resolution professional, where the original resolution plan was
presented, we are increasing the estimated CIRP cost provision to Rs.
22,00,000 in order to cover the legal and other expenses till the date
of approval of the Resolution Plan by NCLT.
g) REDUCTION IN THE AMOUNT PAYABLE TO THE CREDITORS
i. Partial Settlement of Secured Financial Creditor
Based on the deliberations in the 8th CoC meeting, where the
original resolution plan was presented, we are increasing the
proposed amount to be paid to Kerala State Industrial Development
Corporation. (Secured Financial Creditor) to 2,90,00,000 in four
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equal instalments, with payment to be made within 250 days from the date of approval of the Plan by the NCLT. ii. Treatment of Unsecured Financial Creditor (Punjab National Bank and CSB Ltd) Based on the deliberations in the 8th CoC meeting, where the original resolution plan was presented, the proposed amount payable to CSB Bank Ltd. and Punjab National Bank (Unsecured Financial Creditors) has been increased to Rs.7,79,000/- and Rs.21,000/- respectively, with payment to be made within 15 days from the date of approval of the Plan by the NCLT iii. Lease Continuity and Settlement with KINFRA The Corporate Debtor operates from premises leased from KINFRA. The lease has a remaining term of 74 years. It is proposed to continue the lease and discharge future lease payments accruing for the period subsequent to approval of the Resolution Plan by the NCLT. KINFRA has submitted a claim of Rs.3,73,515.00/-. The Resolution Plan proposes payment of 2.5% of the claim amount towards past dues. The proposed amount payable to KINFRA is Rs.9,350/-, with payment to be made within 15 days from the date of approval of the Plan by the NCLT. iv. Settlement of Operational Creditors (Government) The plan proposes to pay 2.5% of the of the claim submitted by operational creditors - government "Koratty Grama Panchayat" and "Customs Department". The proposed amount to be paid to
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"Koratty
Grama
Panchayat"
and
"Customs
Department"
(operational creditors government) to Rs 7,79,000 and 21,000
respectively, with payment to be made within 15 days from the
date of approval of the Plan by the NCLT.
h) Amendment in Constitutional Documents
The plan proposes that the Memorandum and Articles of Association
shall be amended, if necessary, pursuant to the NCLT's approval of the
Resolution Plan. Such amendments, including revisions to the capital
clause, shall not require further shareholder approval and may be
affected by the Resolution Applicant upon identification of authorized
persons.
i) Issuance of securities of the corporate debtor, for cash, property,
securities, or in exchange for claims or interests, or for any other
appropriate purpose
The plan proposes that the resolution applicant will acquire the
existing shares and no proposal of issue of any securities of the
corporate debtor for cash, property, securities, or in exchange for
claims or interests, or other appropriate purpose.
j) Change in portfolio of goods or services
The Plan proposes that the facilities of the Corporate Debtor shall be
acquired on a going concern basis, and the existing business objectives
shall be continued. In the due course of future operations, additional
business objectives may be incorporated alongside the existing ones
to support business growth and diversification. The plan proposes no
change in the portfolio of goods or services.
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k) Fund Infusion
The plan is backed by fresh infusion from the Resolution Applicant,
earmarked for settling debts in accordance with the approved terms.
l) Commitment of Additional Funding
The Resolution Applicant commits to infusing additional funds as
necessary to ensure the successful and timely implementation of the
Resolution Plan.
11. CONSTITUTION OF MONITORING COMMITTEE
a) A Monitoring Committee shall be constituted within seven business
days from the date of approval of this Resolution Plan by the NCLT for a
period of one year.
b) Details of Monitoring Committee:
- Rajmohan R - Resolution Professional
- Representative of the Secured Financial Creditor -KSIDC
- Representative from the side of SRA c) The Resolution Professional shall be entitled to a monthly fee of ₹50,000 for the duration of his involvement in the Monitoring Committee, which shall not exceed the monthly remuneration drawn during the CIRP. d) The Monitoring Committee shall: • Oversee the timely and effective implementation of the Resolution Plan; • Monitor adherence to the terms, milestones, and financial commitments outlined in the Plan;
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• Facilitate coordination between stakeholders during the
transition period; and
• Address any implementation-related issues or concerns that may
arise.
12. FEASIBILITY AND VIABILITY OF THE PLAN
a) The plan proposed is in compliance with IBC and its regulations and
proposes a feasible payment schedule to financial creditors and depicts
a viable restructuring and operational plan which can be completed in
a time span of 6 months after the effective date.
b) Necessary approvals are expected to be granted by the concerned
authorities based on the binding nature of NCLT order. As quite
experienced and reputed business persons and with our rich exposures
to the business networks and has definitive plans to revive and
turnaround the CD in the best interest of all the stakeholders. The plan
also states the process of its implementation and management to make
it feasible and Viable.
13. ELIGIBILITY UNDER SECTION 29A OF THE CODE
The Resolution Applicant confirms that, as on the date of this Plan and
based on the records of the Resolution Applicant, the Resolution Applicant
is eligible under Section 29A of the Code to submit the Plan.
14. MANAGEMENT OF CORPORATE DEBTOR AFTER RESOLUTION
a) The Resolution Applicant together with its nominees shall hold
100.00% shareholding in the restructured share capital of CD under
new management. After the Upfront Infusion, the Resolution Applicant
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shall be in control and management of affairs of CD and the business of
CD shall be carried on by the new management as appointed by the
Resolution Applicant shall continue the operations of the corporate
debtor.
b) The monitoring committee may separately monitor the activities of the
Company and the implementation of the Resolution Plan in accordance
herewith. Immediately on the approval of the Resolution Plan by the
AA, the Board of Directors of CD shall be reconstituted, wherein the
existing directors (including the independent directors, if any) shall
resign and the Resolution Applicant will appoint new directors to the
Board of Directors of CD. The new Board will be professionally
managed by experienced persons and to have expertise in the
company.
c) With effect from the Effective Date, the Company shall be managed by
a
Reconstituted
management/Board
comprising
of
Directors
nominated by the Resolution Applicant. The Directors on the
Reconstituted Board shall be appointed on the Effective Date, without
any additional approval from the Shareholders, and will be accountable
for the day-to-day operations of the Company and shall be bound as per
applicable law to protect and preserve the assets of the Company. All
existing Directors shall cease to remain and act as the Director of the
corporate debtor immediately on Effective Date unless reappointed
under new terms and conditions by the Resolution Applicant.
d) Entire management control of the Company will vest with the
Resolution Applicant. For the management of the day-to-day affairs the
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Resolution Applicant has identified a core operating team as stated
above. At the same time the Resolution Applicant realizes that given the
complexities of the business like this, the Resolution Applicant will
evaluate the need of human resource to revive the company.
e) Any change in the members managing the Company shall not affect the
validity and enforceability of any agreement, lease deed, contract, etc.
executed by the Company with various parties, authorities, companies,
etc., save and except the provisions and scope of alterations/
modifications/ amendments, as also such reliefs and concessions
provided to the Resolution Applicant and the Company under this
Resolution Plan. The Resolution Applicant shall appoint the statutory
and internal auditor of their choice, subject to Applicable Laws. In
order to successfully drive the operations of CD, the team of experts in
management will work under the direct supervision and control of the
new management.
15. THE INDICATIVE TIMELINE FOR IMPLEMENTATION:
Stage
Action Item
Responsi
bility
Timelin
e (from
Effective
Date)
Remarks
T0
Approval of Resolution
Plan by NCLT
NCLT
Day 0
Effective Date as
per IBC Section
31(1)
T0 + 7
Days
Execution of necessary
agreements,
escrow
setup
Resolution
Applicant
(RA)
+
RP/CoC
Within
7
days
Transfer
framework,
payment terms,
etc
T0 + 15
Days
Constitution
of
monitoring committee
RA
Within 15
days
Subject to no
stay
from
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appellate courts
T0 + 15
Days
Transfer
of
first
instalment as per the
plan
RA
Within 15
days
Subject
to
no
stay
from
appellate courts
T0 + 30
Days
Assumption of control &
management by RA
RA
Within 30
days
As per approved
Plan and NCLT
order
T0 + 45
Days
Legal compliances for
transfer of ownership
(licenses, land lease, etc.)
RA
Legal
Advisors
Within 45
days
E.g.
local
authority,
fire
NOC,
lease
registration and
other necessary
licenses.
T0 + 60
Days
- Recruit key staff
RA
Within 60 days For the management and administration
Appoint
top
level
management
T0 + 90
Days
Transfer
of
second
instalment as per Plan
RA
Within 90
days
Subject
to
no
stay
from
appellate courts
T0 + 120
Days
Renovation
and
restructuring
of
the
facility for the revival of
production
RA team
As needed
Based
on
technical report
and budget
Procurement
&
Installation
of
new
equipment (if any)
RA
Procuremen
t Team
As needed
T0 + 120
Days
Monitoring
Report
to
NCLT/CoC
(under
Regulation 39 of CIRP
Regulations)
Monitoring
Committee
Quarterly
As
per
IBC
compliance
T0 + 150
Days
Implementation of SOPs,
MIS systems, governance
RA
Managemen
t
3–4
months
Clinical
governance
&
financial
controls
T0 + 180
Days
Transfer
of
third
instalment as per Plan
RA
Within 180
days
Subject
to
no
stay
from
appellate courts
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T0 + 270
Days
Transfer
of
fourth
instalment as per Plan
RA
Within 270
days
Subject
to
no
stay
from
appellate courts
T0 + 360
Days
Full implementation &
stabilization review
RA
+
Monitoring
Committee
Within 360
days.
Revived facility
functioning
under
new
management
16. SOURCES OF FUNDS
The infusion of upfront funds shall be done by the Successful Resolution
Applicant from their capital funds. Capital funds have been raised from the
partners of the firm. The overall Resolution Plan to complete the project is
for a total amount of around 3.50 crores, out of which the entire amount shall
be introduced by the resolution applicant. The resolution plan envisages an
inflow of Rs. 3.23 crores from the SRA as Equity and/or any other permissible
nature as the case may be, and the remaining expected 27 lakhs as inflow for
the working capital and cost for revival for the next 1 year after the approval
of NCLT.
17. Further, the Successful Resolution Applicant has furnished a Performance
Bank Guarantee bearing no 10011BG00002026 dated 07.04.2026 issued by
Federal Bank for an amount of Rs. 50,00,000/- (Rupees Fifty Lakhs only),
executed on behalf of the Successful Resolution Applicant in favour of the
Resolution Professional.
18. The Resolution Professional has produced the affidavit sworn by Successful
Resolution Applicant confirming eligibility under Section 29A of the Code in
their Declaration and Undertaking and meets the Resolution Applicant's
criteria.
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- An affidavit by the Successful Resolution Applicant undertaking compliance with the directions of the Hon’ble NCLAT in Jet Airways (India) Limited as upheld by the Hon’ble Supreme Court, including payment of full provident fund and gratuity dues and workmen dues over and above the approved Resolution Plan, is filed as Annexure X.
- An affidavit by the Successful Resolution Applicant undertaking payment of the regulatory fee to the IBBI under Regulation 31A of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, calculated at 0.25% of the realisable value to creditors under the approved Resolution Plan, is filed as Annexure XI.
- Successful Resolution Applicant filed affidavit confirming that the EMD submitted under the RFRP shall be treated as the Performance Security Deposit in terms of Regulation 36B(4A) of the CIRP Regulations, and further undertaking provision of an additional bank guarantee of Rs. 50,00,000/- to ensure due implementation of the Resolution Plan, is filed as Annexure XV.
- The Resolution Professional filed an affidavit affirming that due diligence has been conducted and the Successful Resolution Applicant is eligible under Section 29A of the IBC, 2016, and further confirming that there are no contingent liabilities of the Corporate Debtor pending as on the date of initiation of CIRP and prior to approval of the Resolution Plan by the CoC, is filed as Annexure XIV.
- The CoC, having approved the Resolution Plan with 99% voting share, has authorised the Resolution Professional to approach this Tribunal under Regulation 39 of the CIRP Regulations for approval of the Resolution Plan. And stated that this Resolution Plan satisfies the commercial wisdom of the
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CoC and complies with all requirements under the Code and does not
contravene any provision of law.
24. The Resolution Professional has also submitted Form H under the CIRP
Regulations, as Annexure XVIII
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The Resolution Professional has submitted the details of various compliances as envisaged by the Code and the CIRP Regulations, which a Resolution Plan is required to adhere to, as follows: Section/ Regulatio n Requirement with respect to the Resolution Plan Relevant Clause of the Resolution Plan Complia nce Yes/No Section 25(2)(h)
The Resolution Applicant meets the
criteria approved by the CoC having
regard to the complexity and scale of
operations of business of the CD
Clause 2 of Chapter I-
"0verview" and Chapter II -
"About
the
Resolution
Applicant" in page 20
Yes
Section
29A
The Resolution Applicant is eligible
to submit resolution plan as per final
list of Resolution Professional o
Order, if any, of the Adjudicating
Authority
Clause 8.8 of Chapter V-
"Mandatory Content of the
Plan" in page 35
Yes
Section
30(1)
The
Resolution
Applicant
has
submitted an affidavit stating that it
The SRA has submitted an
affidavit stating that it is
eligible as per Code and the
Yes
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is eligible as per Code
same is attached
Section
30(2)
The Resolution Plan-
(a)Provides for the payment of
insolvency resolution process costs?
(b)provides for the payment to the operational creditors?
(c)provides for the payment to the financial creditors who did not vote in favour of the resolution plan?
(d)provides for the management of the affairs of the corporate debtor?
(e)provides for the implementation and supervision of the resolution plan?
(f) does not contravenes any of the provisions of the law for the time being in force?
Clause 2 of Chapter V - Plan" in page 27 The RA has provided an affidavit, which was submitted in the CoC meeting that the RA has allotted Rs. 2,71,750 to the operational creditors
Clause 4 of Chapter V - Plan" on page 28
Clause 6 of Chapter V - Plan" on page 31
Clause 7 of Chapter V - Plan" on page 34
Clauses 8 and 9 of Chapter
V - "Mandatory Content of
the Plan" in page 35 & 36
Yes
Section
30(4)
The Resolution Plan
(a)is feasible and viable, according
to the CoC?
(b)has been approved by the CoC
with 66% voting share?
The resolution has been
passed in the 13th CoC
meeting and 99% of the
financial
creditors
has
approved the resolution
plan.
Yes
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Section
31(1)
The Resolution Plan has provisions
for its effective implementation
plan, according to the CoC?
Clause 7 of Chapter V -
"Mandatory Content of
the Plan" on page 34
Yes
Regulat
ion
38(1)
The amount due to the operational
creditors under the resolution plan
has been given priority in payment
over financial creditors.
As per the addendum to the
resolution plan in response
to the clarification sought
by RP, SRA clarified that
payments appropriated for
the
payments
to
operational creditors will
be paid within 15 days of
approval of resolution plan
by AA.
Yes
Regulati
on
38(1A)
The resolution plan includes a
statement as to how it has dealt with
the interests of all stakeholders.
Chapter VII - Financial
Proposal in page 40
Yes
Regulati
on
38(1B)
Neither the Resolution Applicant
nor any of its related parties has
failed to implement or contributed
to the failure of implementation of
any resolution plan approved under
the Code.
If
applicable,
the
Resolution
Applicant
has
submitted
the
statement giving details of any such
non-implementation
Clause 16 of Chapter V
Plan" in page 38-' Neither
the Resolution Applicant
nor any of its related parties
has failed to implement or
contributed to the failure of
implementation
of
any
resolution plan approved
under the Code.
Yes
Regulati
on
38(2)
The Resolution Plan provides:
(a)
the term of the plan and its
implementation schedule?
(b) for the management and control of the business of the
Clause 5 of Chapter V - Mandatory Content of the Plan" on page 29
Clause 6 of Chapter Y -
Yes
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corporate debtor during its term?
(c) adequate means for supervising its implementation Plan" on page 31
Clause 7 of Chapter V -
Plan" on page 34
Regulati
on
38(3)
The resolution plan demonstrates
that –
(a)
it addresses the cause of
default?
(b) it is feasible and viable?
(c) it has provisions for its effective implementation?
(d) it has provisions for approvals required and the timeline for the same?
(e) the resolution applicant has the capability to implement the resolution plan?
Clause 11 of Chapter V - 'Mandatory Content of the Plan" on page 37 and Chapter IV on page 23
Clause 12 of Chapter V - Plan" on page 37 and Chapter IV on page 23
Clause 7 (page no 34) and 13 of Chapter-"Mandatory Content of the Plan" in page 37
Clause 1,1 of Chapter V - Plan" on page 37
Clause 15 of Chapter V - Plan" on page 38 and Chapter II on page 20
Yes
Regulati
on
39(2)
Whether
the
RP
has
filed
applications
in
respect
of
transactions observed, found or
determined by him
There were no any
transactions observed
No
KOCHI BENCH
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Regulati on 39(4) Provide details of performance security received, as referred to in sub-regulation (4A) of regulation 36B Rs. 5,00,000 (Rupees five lakhs only) paid directly to the CIRP bank account as EMD is converted as non- refundable deposit. Further, the SRA has provided an additional bank guarantee of Rs. 50.00,000 (Rupees Fifty Lakhs only) to demonstrate the commitment towards implementation of the resolution plan Yes 25. Valuation of the Corporate Debtor as provided in Form H is as follows: Fair Value Rs. 3,36,13,618.62/- Liquidation Value Rs. 2,54,97,125.46/-
ANALYSIS AND FINDINGS 26. The Resolution Professional has submitted that the Resolution Plan is in compliance with the provisions of the Code and the CIRP Regulations, with relevant compliance details furnished in Form H. It is further noted that no objections have been raised against the Resolution Plan, which has been approved by the CoC with 99% voting in its favour. 27. The Hon’ble Supreme Court in the matter of K. Sashidhar v Indian Overseas Bank (2019) 12 SCC 150, decided on 05.02.2019 wherein it is held as under; 19…….In the present case, however, our focus must be on the dispensation governing the process of approval or rejection of resolution
KOCHI BENCH
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plan by the CoC. The CoC is called upon to consider the resolution plan
under Section 30(4) of the I&B Code after it is verified and vetted by the
resolution professional as being compliant with all the statutory
requirements specified in Section 30(2).
55. Whereas, the discretion of the adjudicating authority (NCLT) is
circumscribed by Section 31 limited to scrutiny of the resolution plan ‚as
approved‛ by the requisite per cent 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), when the resolution plan does not conform to the stated
requirements. Reverting to Section 30(2), the enquiry to be done is in
respect of whether the resolution plan provides: (i) the payment of
insolvency resolution process costs in a specified manner in priority to
the repayment of other debts of the corporate debtor, (ii) the repayment
of the debts of operational creditors in prescribed manner, (iii) the
management of the affairs of the corporate debtor, (iv) the
implementation and supervision of the resolution plan, (v) does not
contravene any of the provisions of the law for the time being in force,
(vi) conforms to such other requirements as may be specified by the
Board. The Board referred to is established under Section 188 of the I&B
Code. The powers and functions of the Board have been delineated in
Section 196 of the I&B Code. None of the specified functions of the Board,
directly or indirectly, pertain to regulating the manner in which the
financial creditors ought to or ought not to exercise their commercial
wisdom during the voting on the resolution plan under Section 30(4) of
the I&B Code. The subjective satisfaction of the financial creditors at the
time of voting is bound to be a mixed baggage of variety of factors. To
wit, the feasibility and viability of the proposed resolution plan and
including their perceptions about the general capability of the resolution
applicant to translate the projected plan into a reality. The resolution
applicant may have given projections backed by normative data but still
in the opinion of the dissenting financial creditors, it would not be free
from being speculative. These aspects are completely within the domain
KOCHI BENCH
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of the financial creditors who are called upon to vote on the resolution plan under Section 30(4) of the I&B Code. 58. Indubitably, the inquiry in such an appeal would be limited to the power exercisable by the resolution professional under Section 30(2) of the I&B Code or, at best, by the adjudicating authority (NCLT) under Section 31(2) read with Section 31(1) of the I&B Code. No other inquiry would be permissible. Further, the jurisdiction bestowed upon the appellate authority (NCLAT) is also expressly circumscribed. It can examine the challenge only in relation to the grounds specified in Section 61(3) of the I&B Code, which is limited to matters ‚other than‛ enquiry into the autonomy or commercial wisdom of the dissenting financial creditors. Thus, the prescribed authorities (NCLT/NCLAT) have been endowed with limited jurisdiction as specified in the I&B Code and not to act as a court of equity or exercise plenary powers. 28. The Hon’ble Supreme Court in Committee of Creditors of Essar Steel India Limited v. Satish Kumar Gupta & Ors., (2019) ibclaw. in 07 SC, held the following 42- Thus, it is clear that the limited judicial review available, which can in no circumstance trespass upon a business decision of the majority of the Committee of Creditors, has to be within the four corners of section 30(2) of the Code, insofar as the Adjudicating Authority is concerned, and section 32 read with section 61(3) of the Code, insofar as the Appellate Tribunal is concerned, the parameters of such review having been clearly laid down in K. Sashidhar (supra). ‚73. There is no doubt whatsoever that the ultimate discretion of what to pay and how much to pay each class or sub-class of creditors is with the Committee of Creditors, but, the decision of such Committee must reflect the fact that it has taken into account maximizing the value of the assets of the corporate debtor and the fact that it has adequately balanced the interests of all stakeholders including operational creditors. This being the case, judicial review of the Adjudicating
KOCHI BENCH
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Authority that the resolution plan as approved by the Committee of
Creditors has met the requirements referred to in Section 30(2) would
include judicial review that is mentioned in Section 30(2)(e), as the
provisions of the Code are also provisions of law for the time being in
force. Thus, while the Adjudicating Authority cannot interfere on merits
with the commercial decision taken by the Committee of Creditors, the
limited judicial review available is to see that the Committee of
Creditors has taken into account the fact that the corporate debtor
needs to keep going as a going concern during the insolvency resolution
process; that it needs to maximise the value of its assets; and that the
interests of all stakeholders including operational creditors has been
taken care of. If the Adjudicating Authority finds, on a given set of facts,
that the aforesaid parameters have not been kept in view, it may send a
resolution plan back to the Committee of Creditors to re-submit such
plan after satisfying the aforesaid parameters. The reasons given by the
Committee of Creditors while approving a resolution plan may thus be
looked at by the Adjudicating Authority only from this point of view, and
once it is satisfied that the Committee of Creditors has paid attention to
these key features, it must then pass the resolution plan, other things
being equal.
29. The Hon’ble Supreme Court in India Resurgence Arc Private Limited v.
Amit Metaliks Limited and Ors, (2021) ibclaw.in 87 SC, held that
10. As regards the process of consideration and approval of resolution
plan, it is now beyond a shadow of doubt that the matter is essentially
that of the commercial wisdom of Committee of Creditors and the scope
of judicial review remains limited within the four-corners of Section
30(2) of the Code for the Adjudicating Authority; and Section 30(2) read
with Section 61(3) for the Appellate Authority.
11. It needs hardly any elaboration that financial proposal in the
resolution plan forms the core of the business decision of Committee of
Creditors. Once it is found that all the mandatory requirements have
been duly complied with and taken care of, the process of judicial review
KOCHI BENCH
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cannot be stretched to carry out quantitative analysis qua a particular
creditor or any stakeholder, who may carry his own dissatisfaction. In
other words, in the scheme of IBC, every dissatisfaction does not partake
the character of a legal grievance and cannot be taken up as a ground of
appeal.
12. The provisions of amended sub-section (4) of Section 30 of the Code,
on which excessive reliance is placed on behalf of the appellant, in our
view, do not make out any case for interference with the resolution plan
at the instance of the appellant. The purport and effect of the
amendment to sub-section (4) of Section 30 of the Code, by way of
subclause (b) of Section 6 of the Amending Act of 2019, was also
explained by this Court in Essar Steel(supra), as duly taken note of by the
Appellate Authority (vide the extraction hereinbefore).The NCLAT was,
therefore, right in observing that such amendment to sub-section (4) of
Section 30 only amplified the considerations for the Committee of
Creditors while exercising its commercial wisdom so as to take an
informed decision in regard to the viability and feasibility of resolution
plan, with fairness of distribution amongst similarly situated creditors;
and the business decision taken in exercise of the commercial wisdom of
CoC does not call for interference unless creditors belonging to a class
being similarly situated are denied fair and equitable treatment.
30. In Vallal RCK vs M/s Siva Industries and Holdings Limited and Others,
Civil Appeal Nos. 1811- 1812 of 2022, (2022) ibclaw.in 63 SC, the Hon’ble
Supreme Court held the following,
21. This Court has consistently held that the commercial wisdom of the
CoC has been given paramount status without any judicial intervention
for ensuring completion of the stated processes within the timelines
prescribed by the IBC. It has been held that there is an intrinsic
assumption that financial creditors are fully informed about the viability
of the corporate debtor and the feasibility of the proposed resolution
plan. They act on the basis of a thorough examination of the proposed
resolution plan and assessment made by their team of experts. A
KOCHI BENCH
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reference in this respect could be made to the judgments of this Court in the cases of K. Sashidhar v. Indian Overseas Bank and Others, Committee of Creditors of Essar Steel India Limited through Authorised Signatory v. Satish Kumar Gupta and Others, Maharashtra Seamless Limited v. Padmanabhan Venkatesh and Others, Kalpraj Dharamshi and Another v. Kotak Investment Advisors Limited and Another, and Jaypee Kensington Boulevard Apartments Welfare Association and Others v. NBCC (India) Limited and Others. 31. In Kalyani Transco v. Bhushan Power and Steel Ltd., (2025) ibclaw.in 388 SC, the Hon’ble Supreme Court held the following, 179. It can thus be seen that this Court has held that the legislature purposefully did not include a means to challenge the commercial wisdom exercised by the CoC. This makes a challenge to the same non - justiciable. It has been further held that a challenge cannot be raised against the decision making of the CoC unless and until the grounds for challenge as given in the Code are satisfied. Any interference in the paramount objective of the CoC of exercising its commercial wisdom would amount to the Court rewriting the law and going against the very objectives of the IBC. 180. We are therefore of the opinion that in the present matter as well, the CoC exercised its commercial wisdom while approving the Resolution Plan whereby the Appellant - Jaldhi was classified as a contingent creditor and such a decision is deemed to be non- justiciable by this Court in view of K. Sashidhar (supra) which has been subsequently followed in a catena of judgments. The NCLT, and the NCLAT have also approved the Resolution Plan, and in light of the settled principle of law, we find no question of law being raised by the Appellant - Jaldhi and therefore, the appeal filed by it is liable to be dismissed. 32. On going through the Resolution Plan, this Adjudicating Authority is satisfied and intends to record that the Resolution Plan submitted by M/s St. George Enterprises prima facie appears to be in accordance with Sections 30 and 31
KOCHI BENCH
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of the Code and also complies with Regulations 38 and 39 of the Insolvency
and Bankruptcy Board of India (Insolvency Resolution Process for Corporate
Persons) Regulations, 2016.
33. On perusal of the Resolution Plan, this Adjudicating Authority 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 the Resolution Plan, as specified under section 30(2)(c) of
the Code.
d) The implementation and supervision of the Resolution Plan by the
RP and the CoC as specified u/s 30(2)(d) of the Code
e) The resolution plan is feasible and viable
34. It is placed on record that the Successful Resolution Applicant has filed an
affidavit dated 30.04.2026, inter alia, undertaking that the reliefs,
concessions, waivers and deemed approvals sought under the Resolution
Plan shall be restricted only to those legally permissible under the IBC, 2016
and other applicable laws and further clarifying that, in terms of Clause 12.7,
the Successful Resolution Applicant, being an unrelated party, may be
refunded the amounts invested in the Corporate Debtor during the interim
period, subject to directions of this Adjudicating Authority at the time of
approval of the Resolution Plan.
35. This Adjudicating Authority is of the opinion that no such refund clause can
KOCHI BENCH
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be entertained, as it would go against the very spirit of the CIRP. Therefore,
the Successful Resolution Applicant would not be entitled to claim any refund
as stipulated in Clause 12.7 of the Resolution Plan or in the subsequently filed
affidavit dated 30.04.2026.
36. The Successful Resolution Applicant has prayed for certain reliefs and
concessions as enumerated under the Resolution Plan approved by the CoC
to be granted to the Corporate Debtor and/or the Resolution Applicant, the
orders thereon are indicated against each.
Sl
No
Reliefs and Concessions
Orders thereon
a) The AAPL and the Resolution Applicant shall be entitled to
modify contracts which are entered into with parties which
prior to the insolvency commencement date.
Rejected.
No
blanket reliefs
can be granted
b)
Waiver of any income-tax and Minimum Alternate Tax (MAT)
liability or consequences (including interest, fine, penalty, etc.)
on AAPL, Resolution Applicant and its shareholders on account
of various steps as proposed in the Resolution Plan, including
but not limited to liabilities if any under Section 41 (1), Section
56, Section 43, Section 43 B, Section 28, Section 115JB and
Section 79 of the Income-tax Act, 1961, including, without
limitation waiver of MAT and income tax implication arising
due to write back/write off of liabilities in the books of accounts
of AAPL without any impact on brought forward tax and book
loss/ depreciation, pursuant to this Resolution Plan.
Cannot
be
granted, as the
relief
sought
falls within the
domain of the
competent
regulatory
authorities.
c)
The Central Board of Direct Taxes to, not take any other actions
with respect to the transactions contemplated under this Plan
under Section 281 of the IT Act.
Rejected,
No
such
direction
can be given to
statutory
or
regulatory
authorities.
KOCHI BENCH
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d)
Any approvals that may be required from governmental or
statutory authorities in connection with the implementation of
the Resolution Plan, including those necessitated by the change
in ownership or control of the Corporate Debtor (AAPL), shall
be obtained by the Resolution Applicant as per applicable law.
However, in accordance with Section 31(1) of the Insolvency
and Bankruptcy Code, 2016, the Resolution Plan, once approved
by the Hon'ble NCLT, shall be binding on the Central
Government, State Government, local authorities, creditors,
guarantors, and other stakeholders, and such approval shall be
treated as sufficient authority for the purpose of implementing
the Resolution Plan. Accordingly, to the extent permissible
under applicable law, all such approvals that are incidental to
the implementation of the Resolution Plan and fall within the
purview of Section 31(1) shall be deemed to have been granted
or waived on and from the Effective Date, subject to there being
no express objection or contrary requirement from the
concerned authority.
Approved,
subject
to
obtaining
the
requisite
approval
from
the competent
authority upon
due compliance
with
the
prescribed
procedure.
e)
Upon approval of the Resolution Plan by the NCLT, all -non-
compliances, breaches and defaults of AAPL for the period prior
to the Effective Date (including but not limited to those relating
to tax), shall be deemed to be waived by the concerned
Governmental Authorities. Immunity shall be deemed to have
been granted to AAPL from all proceedings and penalties under
all Applicable Laws for any non-compliance for the period prior
to the Effective Date, and no interest/penal implications shall
arise due to such non-compliance/default /breach prior to the
Effective
Date.
This
includes,
without
limitation,
waiver/extinguishment of any penalties/interests on account
of staggered payment of statutory liabilities of the workmen/
employees of AAPL in accordance with the terms of this
Resolution Plan.
Cannot
be
granted;
No
blanket
immunity
can
be granted. It is
for
the
statutory
and
regulatory
authorities
to
evaluate.
f)
All creditors of the Corporate Debtor shall have to waive all
legal proceedings commenced against the Corporate Debtor in
relation to Claims, including all criminal proceedings,
proceedings under Section 138 of the Negotiable Instruments
Act, 1881 and proceedings under SARFAESI and RDDBFI, within
As
civil
liabilities
are
concerned, that
would
extinguish
in
KOCHI BENCH
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30 (thirty) days of the Effective Date for revival of the corporate
debtor and for economic stability of the business of the
Corporate Debtor
terms of order
in
Ganshyam
Mishra,
but
waiver
or
withdrawal
of
criminal
proceedings are
unenforceable
and cannot be
given effect to.
g)
From the Effective Date, all inquiries, investigations and
proceedings, whether civil or criminal, suits, claims, disputes,
proceedings in connection with AAPL or affairs of AAPL
(including those initiated by Governmental Authorities),
pending or threatened, present or future in relation to any
period prior to the Effective Date, or arising on account of
implementation of this Resolution Plan shall stand withdrawn
and dismissed and all liabilities and obligations therefore,
whether or not set out in the balance sheets of AAPL or the
profit and loss account statements of AAPL will be deemed to
have been written off fully, and permanently extinguished and
no adverse orders passed in the said matters should apply to
AAPL or the Resolution Applicant. Upon approval of this
Resolution Plan, all new inquiries, investigations, notices, suits,
claims, disputes, litigations, arbitrations or other judicial,
regulatory or administrative proceedings will be deemed to be
barred and will not be initiated or admitted against AAPL and/
or its new management in relation to any period prior to the
Effective Date
Approved
in
terms
of
Ghanashyam
Mishra;
however,
statutory
authorities are
at
liberty
to
proceed
in
accordance
with
law
in
respect
of
criminal
acts
and regulatory
non-
compliances
h)
Except to the extent of payments to be made to the Operational
and Other creditors under Financial Proposal above, the
Resolution Applicant and AAPL shall have no liability towards
any Operational Creditors and other creditors with respect to
any claims (as defined under the Code) relating in any manner
to the period prior to the Effective Date.
Approved
in
terms
of
Ghanashyam
Mishra.
i)
Neither the Resolution Applicant nor AAPL, nor their respective
directors, officers and employees appointed as on or after the
Partly allowed,
The SRA shall
KOCHI BENCH
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Effective Date shall be liable for any violations, liabilities,
penalties, interests on statutory payments and/ or fines with
respect to or pursuant to any order of any Governmental
Authority or on account of non-compliance of Applicable Laws
by AAPL or due to AAPL not having in place requisite approvals
and licenses to undertake its business as per Applicable Law
not
be
held
liable for past
liabilities of the
CD except to the
extent provided
in
the
Plan.
However,
no
blanket
immunity from
statutory
or
criminal
liability can be
granted.
j)
All Governmental Authorities to provide reasonable time
period after the Effective Date in order for the Resolution
Applicant to assess the status of the approvals and ensure that
the Corporate Debtor is compliant with the terms of such
approvals/licenses/permits and Applicable Law without
initiating any investigations, actions or proceedings in relation
to such Non Compliances and permit the Resolution Applicant
to continue to operate and financially revive the business of the
Corporate Debtor
Rejected,
no
such
direction
can be given,
and
the
moratorium
under
Section
14 of the IBC
cannot
be
extended
beyond
the
CIRP period.
k)
Indemnification- Resolution Applicant and the CD shall not be
impacted and will be kept indemnified financially or otherwise
against any of the negative impact / observation / findings of
Forensic Audit if any conducted by the Resolution Professional.
Rejected, as the
relief sought is
beyond
the
jurisdiction
of
this
Adjudicating
Authority; any
forensic
audit
falls within the
domain of the
competent
authority,
and
the
concerned
persons shall be
KOCHI BENCH
Page 46 of 50
liable to face
consequences
in
accordance
with law.
37. Accordingly, the reliefs and concessions sought under the Resolution Plan
shall be subject to applicable laws, and no blanket or automatic exemption
shall be deemed to have been granted by this Adjudicating Authority. The
approval of the Resolution Plan shall not be construed as a waiver of any
statutory obligations of the Corporate Debtor, and the SRA shall comply with
all such obligations and obtain necessary approvals from the concerned
authorities within the prescribed time under the resolution plan.
38. This Adjudicating Authority also notes and clarifies that all provisions in the
Resolution Plan, which stipulate that approvals, exemptions or waivers shall
be deemed to have been granted upon approval of the Resolution Plan, shall
operate strictly in accordance with applicable law. It is further clarified that
all the deemed provisions shall have no bearing on the approval of the
Resolution Plan.
39. Any such waiver or concession shall be subject to the approval of the
competent authority in the light of the Judgment of the Supreme Court in
Ghanshyam Mishra and Sons Private Limited v. Edelweiss Asset
Reconstruction Company Limited (2021) 13 S.C.R 737, which held as
follows:
“On the date of approval of the 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
any proceedings in, respect to a claim, which is not part of the resolution
plan.”
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“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.”
40. In terms of the above judgment, all claims not forming part of the Resolution
Plan shall stand extinguished upon approval.
41. It is also appropriate to refer to the judgment of the Hon’ble Supreme Court
in Lamba Exports Pvt. Ltd. v. Dhir Global Industries Pvt. Ltd. & Ors.,
(2026) ibclaw.in 129 SC, wherein, while reiterating the primacy of the
commercial wisdom of the CoC, it has been clarified that the same is not
wholly immune from judicial scrutiny. It was observed that where a challenge
is laid on a legally sustainable foundation, such as statutory illegality or
jurisdictional infirmity, the Adjudicating Authority would be justified in
examining the same in accordance with law. In the present case, although the
KOCHI BENCH
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CoC has exercised its commercial wisdom in approving the Resolution Plan,
including the reliefs and concessions sought therein, this Adjudicating
Authority is nevertheless required to examine the legality and permissibility
of such reliefs and concessions within the framework of the Code and other
applicable laws. Therefore, judicial scrutiny in this limited domain is
warranted, and all reliefs and concessions as prayed for cannot be granted as
a matter of course merely on the basis of approval by the CoC.
42. It is further clarified that wherever any approval, permission, filings or
compliance or procedures are required to be undertaken under the
provisions of the Companies Act, 2013, or any other statutory or regulatory
framework, the Successful Resolution Applicant shall be bound to obtain such
approvals from competitive authority of respective domain and comply with
the prescribed procedures in accordance with law, and this order shall not be
construed as dispensing with such requirements or directing any authority
to grant approvals contrary to law.
43. It is further well settled that while approval of a Resolution Plan does not ipso
facto extinguish criminal liability, if any, of the erstwhile promoters or
suspended Board of Directors, all civil claims, statutory dues and recovery
proceedings against the Corporate Debtor were required to be submitted
before the Resolution Professional in the form of claims. In the event such
claims are not filed or are not admitted and dealt with under the Resolution
Plan, the same cannot be pursued thereafter and shall stand extinguished by
operation of law.
44. Therefore, subject to the observations made in this order, the Resolution
Plan of Rs. 3,50,00,000/-, (Rupees Three Crore Fifty Lakhs only) covering
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CIRP cost on actuals, is hereby approved by this Bench subject to the
observations made in this order. The Resolution Plan shall form part of this
order.
45. The Resolution Plan is binding on the Corporate Debtor, its employees,
members, and all its creditors including but not limited to secured,
unsecured, financial and operational creditors, guarantors, government and
statutory and local authorities and other stakeholders involved so that
revival of the Corporate Debtor can come into force with immediate effect.
46. The moratorium imposed under section 14 of IBC, 2016 shall cease to have
effect from the date of this order.
47. In case of non-compliance with this order or withdrawal of the Resolution
Plan, the CoC shall forfeit the Performance Bank Guarantee amount already
paid by the SRA.
48. The Resolution Professional shall stand discharged from his duties with effect
from the date of this order. However, he shall perform his duties in terms of
the Resolution Plan as approved by this Adjudicating Authority.
49. The Resolution Applicant shall have access to all the Corporate Debtor’s
records, documents, assets, and premises with effect from the date of this
order, to finalize the further line of action required for starting the business
operations of the Corporate Debtor.
50. The Resolution Professional is further directed to hand over all records,
documents, and properties of the Corporate Debtor to the Resolution
Applicant to enable the Resolution Applicant to finalize the further line of
action required for starting the operations.
KOCHI BENCH
Page 50 of 50
- The Monitoring Committee shall file progress report regarding the implementation of the Plan before this Tribunal upon completion.
- Liberty is hereby granted for moving any applications if required in connection with the implementation of this Resolution Plan.
- Accordingly, IA(IBC)(Plan)/02/KOB/2026 in CP(IB)/33/KOB/2024 stands allowed and disposed of.
- The Registry is hereby directed to send e-mail copies of this order forthwith to all the parties: CoC, RP and SRA, and their Learned Counsels for information and for taking necessary steps. The RP is directed to send a copy of this order to the IBBI and RoC concerned for their record.
- Certified Copy of this order may be issued, if applied for, upon compliance with all requisite formalities.
- File be consigned to records.
Sd /- Sd /- RAVICHANDRAN RAMASAMY VINAY GOEL
(MEMBER TECHNICAL) (MEMBER JUDICIAL)
Signed on this the 8th day of May, 2026. K*
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