10th November, 2025 Approval of Resolution Plan - Bhadreshwar Vidyut Private Limited [IB(IBC)/Plan/5(CHE)/2025 in CP(IB)/106/(CHE)/2021] (741.53 KB)

IA(IBC)/Plan/5/CHE/2025 in CP(IB)/106(CHE)/2021 Page 1 of 33 Bhadreshwar Vidyut Private Limited

 IN THE NATIONAL COMPANY LAW TRIBUNAL, 

DIVISION BENCH – II, CHENNAI IB(IBC)/PLAN/5(CHE)/2025 In
CP(IB)/106/(CHE)/2021 In the matter of Bhadreshwar Vidyut Private Limited.
(filed under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 R/w, Section 60(5) of the Insolvency and Bankruptcy Code, 2016)

Hitesh Goel,
Resolution Professional,
acting on behalf of
Bhadreshwar Vidyut Private Limited . . . Applicant

                                                   In the matter of 

STATE BANK OF INDIA …. Financial Creditor
Vs

BHADRESHWAR VIDYUT PRIVATE LIMITED
……Corporate Debtor

Order pronounced on 18th September 2025

CORAM Shri. JYOTI KUMAR TRIPATHI, MEMBER (JUDICIAL) Shri. RAVICHANDRAN RAMASAMY, MEMBER (TECHNICAL) For Applicant: Mr Dwarakesh Prabhakaran, Mr Sandeep Bagmar R

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O R D E R Under consideration is an application filed under Section 30(6) read with Section 60(5) of the Insolvency and Bankruptcy Code, 2016 (IBC, 2016) and Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations), by the Resolution Professional of the Corporate Debtor viz., Bhadreshwar Vidyut Private Limited seeking approval of resolution plan submitted by Successful Resolution Applicant (SRA) viz., JINDAL POWER LIMITED The Applicant has sought for the following reliefs: - (i) Approve the resolution plan dated 20.09.2023, as revised/amended and submitted on 23.01.2025 (read with Addendum cum Clarification letter dated 04.02.2025 to the Amended and Restated Resolution Plan dated 23.01.2025) submitted by Jindal Power Limited as approved by the committee of creditors of Bhadreshwar Vidyut Private Limited by a voting share of 100% votes. (ii) Grant such assistance, reliefs, waivers, and concessions as specifically sought under the resolution plan dated 20.09.2023, as revised/amended and submitted on 23.01.2025 (read with Addendum cum Clarification letter dated 04.02.2025 to the Amended and Restated Resolution Plan dated 23.01.2025), submitted by Jindal Power Limited, including as set out in 'Section 8: Directions Sought'”

DETAILS OF THE CORPORATE DEBTOR
1.1 The corporate debtor is an unlisted public company incorporated in 2007, having its registered office in Chennai. It has developed and implemented a 300 MW (2x150 MW) coal-based sub-critical power project in Gujarat under the group captive power policy.

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CORPORATE INSOLVENCY RESOLUTION PROCESS – IN BRIEF 2.1 It is stated that the State Bank of India, a Financial Creditor, filed a petition under Section 7 of IBC, 2016. The petition was allowed by this Tribunal vide order dated 18.10.2022 in CP(IB)/106/(CHE)/2021. The Applicant herein was appointed as the interim resolution professional ("IRP") of the Corporate Debtor. The Applicant was subsequently confirmed as the Resolution Professional, pursuant to discussions held during the CoC meeting on 17 December 2022. 2.2 It is stated that after the appointment of the IRP, the IRP published Form- A, inviting claims towards amounts due from the Corporate Debtor on 26.10.2022. It is stated that, Pursuant to the receipt of claims, the Applicant constituted the CoC. As of the date of approval of the Resolution Plan, the CoC comprises the following financial creditors:

2.3 It is submitted that the Transaction audit was conducted, reviewed the transactions and submitted the report dated 24.05.2023, wherein it concluded

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that there have been no avoidance transactions/PUFE Transactions concerning the Corporate Debtor. 2.4 It is submitted to us that there were two rounds of Invitation for expression of interest for the resolution plan, and in the 16th CoC meeting held on 21.11.2023, one of the financial creditors, i.e., REC Limited, put forth a proposal for conducting a challenge process as mentioned in the RFRP for maximising the value received in the resolution plans. Therefore, The 1st challenge process was conducted on 07.12.2023, to which 5 (five) resolution applicants participated namely, (i) Capri Global (ii) JPL (iii) Manaksia (iv) Progressive Star (v) Kutch Chemicals

2.5 It is stated that an opportunity was given to the PRAs to improve their commercial offer, Accordingly, the RP issued another process note to the PRAs vide email dated 09.01.2024 ("2nd Challenge Process Document") and in the second challenge process held on 12.01.2024 Only JPL participated, therefore on 31.01.2024, the CoC decided to conduct another round of challenge process ie. Swiss challenge process ("Swiss Challenge Process") is based on its commercial wisdom for value maximisation. 2.6 On 08.02.2024, JPL filed an application bearing L.A. No. 419 of 2024 ("JPL Application"), before this Tribunal inter alia seeking to restrain the RP and CoC from conducting the Swiss Challenge Process, which is scheduled on 12.02.2024, on the ground that in the Second Challenge Process, the JPL had emerged as the H1 Bidder. Tribunal vide order dated 11.12.2024 partly

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allowed L.A. No. 419 of 2024 filed by JPL and ordered to conduct the challenge process, having H1 bidder of the 2nd challenge process as an anchor bidder.
“Conduct of fresh challenge process and discussion for approval of resolution plan” 2.7 It is submitted that on the 40th CoC meeting held on 24.12.2024 CoC discussed and finalised the modalities of the Swiss Challenge Process, The same was unanimously approved by the CoC and agreed to conduct the 3rd challenge process on 17.01.2025 and concluded on 18.01.2025, Pursuant to the conclusion of the Swiss Challenge Process, concluded as JPL being the H1 bidder being INR 464.58 Crore (on an NPV basis) plus an additional estimated CIRP Cost of INR 10 Crore payable at actuals over and above the INR 20 Crore CIRP Cost. 2.8 On the 43rd CoC meeting, the CoC approved the Resolution Plan, as submitted by JPL. The RP issued the letter of intent dated 27.02.2025 ("Lol") to JPL/SRA, with performance security by way of bank guarantee no. 003BG07250590001 amounting to INR 20,00,00,000 (Indian Rupees Twenty Crore) (dated 28.02.2025). 2.9 It is submitted that the CoC has voted in favour of the resolution plan submitted by JPL by a 100% majority voting. A brief of the voting result approving the resolution plan submitted by JPL is set out below:

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2.10 The details of extension and exclusions granted by this tribunal until the approval of the resolution plan are set out below,

DETAILS OF THE SUCCESSFUL RESOLUTION APPLICANT 3.1 Jindal Power Limited (Hereinafter referred to as "JPL") has been incorporated under the Companies Act, 1956 and has its registered office at Jindal Power Limited, Tanmar, Chhattisgarh, 496107, and is engaged in the power sector. 3.2 JPL is a part of the Jindal Steel & Power Group ("JSP Group"), which is an industrial conglomerate with a global presence in the steel, energy, and mining sectors., JSPL is listed on the Bombay Stock Exchange ("BSE") and the

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National Stock Exchange ("NSE") of India. In Part 2, from pages 12-20 of the resolution plan, the details of the successful resolution applicant and the financial parameters are set out. 4. DETAILS OF THE RESOLUTION PLAN PROPOSED BY THE SUCCESSFUL RESOLUTION APPLICANT
4.1 BUSINESS PLAN

The business plan set out by the SRA is mentioned in Annexure 1 of the resolution plan. The brief of the Business plan is mentioned below, framed based on the information made available to the resolution Applicant.
Entering into new PPAs: Resolution Applicant shall actively participate in the bids to provide PPA. Additional coal resources: The Resolution Applicant and its Group Companies. The Resolution Applicant shall secure fuel availability at a competitive cost. Adequate fund availability: The Resolution Applicant shall secure adequate working capital availability so that the plant can be operated at higher PLF on a regular basis. Synergy from existing operations: The Resolution Applicant shall create synergy in operations with the Company.

4.2 MANAGEMENT OF THE AFFAIRS OF THE COMPANY
4.2 (a) About Proposed Transaction Structure is mentioned in clause 6 of the resolution plan as the Resolution applicant may proceed with this transaction through any of its affiliates, nominee or group companies, including through a "special purpose vehicle" ("SPV") of the Resolution Applicant, or any of its affiliates, or its nominee or Group companies, and the Resolution Applicant shall continue to hold the controlling stake in the SPV till the completion of implementation of the Resolution Plan. 4.2 (b) About issuing of new shares it is stated in the resolution plan that on or before the Transfer Date, the Resolution Applicant (or the SPV, as the case may be) will infuse requisite funds by way of equity, equity-linked, quasi equity and /or other securities and/or shareholder debt and/or deposits or any other

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instrument including debt or debt like instruments or a combination thereof, a component of which shall be in the form of equity, which the Resolution Applicant shall decide. 4.2 (c) Capital Reduction of Shares: About capital reduction of shares the entire existing pre-CIRP shareholding ( all shares held by the old shareholders, including the equity shares issued consequent to conversion of existing convertible instruments which are entirely equity in nature) ("Old Equity") as well as the equity shares issued consequent to the conversion of Balance Unsettled Debt referred above in the Company ("Conversion Equity") shall stand cancelled and extinguished for NIL.
5. EFFECT OF THE RESOLUTION PLAN
PAY-OUT TO STAKEHOLDERS AS PROPOSED IN THE PLAN

Sl.No. Category of creditor Admitted Amount (INR)

Cash Payment for each category of creditors (INR)*

CIRP Costs 10,35,93,583/- 20,00,00,000/- 2. Financial Creditors 33,34,02,70,905/- (Secured Financial Creditors- 29,36,50,80,907/-

370,00,00,000/- (after adjustment as provided in Clause 6.2 hereinabove) (to be paid within 90 days from the Effective Date) 56,49,00,000/-(within 180 days from the Effective Date) 3. (Operational Creditors) including Statutory due workman and employees dues 131,79,18,134/-

1,31,69,328/-

Operational Creditors (Government dues/Statutory dues/PSU) 5,40,658/- 5,40,658/- 5. Workmen and Employee Dues 29,90,014/- 29,90,014/- 6. Towards receivables (including receivables) to Nil

8,05,00,000/-

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Secured litigation Financial Creditors

Against Equity to Secured Financial Creditors Nil

11,00,00,000/-

TOTAL INR 3466,17,19,711/-

Total Resolution Amounts-INR 467,21,00,000/-

5.1 CIRP Costs The Resolution Applicant shall infuse an amount of up to INR 20,00,00,000/- (Indian Rupees Twenty Crores only) towards meeting unpaid CIRP expenses. In addition, the Resolution Applicant shall reimburse an amount at actuals up to INR 10,00,00,000/- (Indian Rupees Ten Crores only) towards any unpaid CIRP Costs over and above INR 20,00,00,000/- (Indian Rupees Twenty Crores only). Complete details of the payment is set out in clause 7.1 of the Resolution plan. 5.2 Treatment of Financial Creditors The Admitted Financial Debt of the Secured Financial Creditors amounts to INR 2936,50,80,907/- (Rupees Two Thousand Nine Hundred Thirty-Six Crores, Fifty Lakhs Eighty Thousand Nine Hundred Seven only) and the Unsecured Financial Creditors amounts to INR 397,51,89,998/- (Rupees Three Hundred and Ninety-Seven Crores and Fifty-One Lakhs Eighty-Nine Thousand Nine Hundred and Ninety-Eight only) as provided in the list of claims. Resolution Applicant proposes to pay a sum of INR 426,49,00,000/- (Indian Rupees Four Hundred Twenty Six Crores Forty Nine Lakhs only) ("FC Consideration") to the Financial Creditors towards Admitted Financial Debt out of which INR 370,00,00,000/- (Indian Rupees Three Hundred Seventy Crores only) is proposed to be paid upfront within 90 (Ninety) days from the Effective Date and INR 56,49,00,000/- (Indian Rupees Fifty Six Crores Forty Nine Lakhs only) is proposed to be paid within 180 (one hundred eighty) days

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of the Effective Date. Complete details are set out in clause 7.3 of the resolution plan.
The details of payment to Financial Creditors under various categories are given below: Sl.No. Particulars Amount in INR 1. Upfront FC Consideration 3,70,00,00,000 2. Deferred FC Consideration (NPV of the deferred consideration is INR 53,86,00,000/-) 56,49,00,000 3. Receivables Payment (including litigation receivables) 8,05,00,000 4. Equity upside mandatory exit consideration 11,00,00,000

Total 4,45,54,00,000

5.3 Treatment of Operational Creditors 5.3(a) Admitted Claims of Operational Creditors aggregating to approximately INR 132,14,48,804 (Rupees One Hundred Thirty-Two Crores Fourteen Lakhs Forty-Eight Thousand Eight Hundred and Four only) have been verified and submitted for the CIRP by the Resolution Professional as on 30 August 2023. 5.3(b) Treatment of Operational Creditors (other than Statutory Dues, Employees & Workmen Dues) The admitted claims of the Operational Creditors (excluding Statutory Dues and Workmen and Employees Dues) amount to INR 131,79,18,132 (Rupees One Hundred and Thirty-One Crores Seventy-Nine Lakhs Eighteen Thousand One Hundred and Thirty-Two only) as set out in the list of claims. The Operational Creditors (excluding Statutory Dues and Workmen and Employees Dues) shall be paid in the following manner, in priority to the Financial Creditors. 5.3(c) The Resolution Applicant proposes to pay an amount of INR 1,31,69,328.00/- (Indian Rupees One Crore Thirty-One Lakh Sixty-Nine

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Thousand Three Hundred and Twenty-Eight only) towards all Operational Debt owed by the Company to the Operational Creditors, excluding Statutory Dues and Workmen and Employees Dues. admitted till the Effective Date. 5.4 Treatment of Employees & Workmen Out of the Admitted Operational Claim, the claims of the workmen and employees’ amount is INR 29,90,014/- (Rupees Twenty-Nine Lakhs Ninety Thousand Fourteen only). The Resolution Applicant proposes the following payments towards the Workmen and Employee Dues in priority to the Financial Creditors. The Workmen and Employee Dues are proposed to be paid in full, i.e. INR 29,90,014/- (Rupees Twenty-Nine Lakhs Ninety Thousand Fourteen only) in priority to payment to Financial Creditors.
5.5 Treatment of Claims arising out of Statutory Dues, Government Entities The admitted claims of the Statutory Dues, Government Entities amount to INR 5,40,658/- (Rupees Five Lacs Forty Thousand Six Hundred Fifty-Eight only) as set out in the list of claims. The Resolution Applicant proposes to pay an amount equal to 100% per cent of the Admitted Claims i.e. INR 5,40,658/- (Rupees Five Lacs Forty Thousand Six Hundred and Fifty-Eight only) to the Statutory Dues, Government Entities Dues. (Complete details on payment to stakeholders are set out in clause 7 of the resolution plan) TIMELINE OF PAYMENT PROPOSED IN THE RESOLUTION PLAN
Sl. No. Activity Indicative Timelines 1. Payment of CIRP Costs On or before X + 90 days 2. Payment of Workmen and Employees Dues 3. Payment to the Operational Creditors (excluding Statutory Dues and Workmen and Employees Dues) 4. Payment towards Government dues / Statutory dues / PSU

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Upfront SFC Payment 6. Payment towards receivables 7. Payment of guaranteed exit amount towards 3% of equity to the Secured Financial Creditors approving the Resolution Plan 8. Payment of the unpaid MC Costs, if any Merger* 9. Completion of Merger On the Transfer Date Management* 10. Dissolution of Monitoring Committee Transfer Date
(On or before X + 90 days) 11. Takeover of effective control by the Resolution Applicant including appointment of the Resolution Applicant’s nominees to the Board Transfer Date
(On or before X + 90 days) 12. Deferred SFC Payment After 90 days – 6 months from X

6. SOURCE OF FUND 6.1 Clause 10.4 of the resolution plan stipulates the source of Funds, wherein it is stated that the cash, cash equivalents and/or liquid investments in the balance sheet of the Company will be utilised for the purpose of funding CIRP Costs, MC Costs, Upfront Secured Financial Creditor Payment, etc. Resolution Applicant shall meet its obligations under the Resolution Plan by way of promoters' contribution/internal accruals and/or external debt. It is submitted that the SRA has acquired destressed companies and turned the into sustainability. The details of the same are annexed in annexure 3 of the resolution plan
7. TABULATION OF VARIOUS COMPLIANCES REQUIRED UNDER THE PROVISIONS OF IBC, 2016 7.1 The Applicant has submitted the details of various compliances as envisaged within the provisions of IBC, 2016 and CIRP Regulations, which require a Resolution Plan to adhere to, which are reproduced hereunder:

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CLAUSE OFS.30(2) REQUIREMENT HOW DEALT WITHIN THE PLAN (a) Plan must provide for payment of CIRP cost in priority to repayment of other debts of CD in the manner specified by the Board. Clause 7.1 of the Resolution Plan.

(b) (i) Plan must provide for repayment of debts of OCs in such manner as may be specified by the Board which shall not be less than the amount payable to them in the event of liquidation u/s 53; or

(ii) Plan must provide for repayment of debts of OCs in such manner as may be specified by the Board which shall be not less than amount that would have been paid to such creditors, if the amount to be distributed under the resolution plan had been distributed in accordance with the order of priority in sub-section (1) of section 53, whichever is higher and

(iii) Provides for payment of debts of financial creditors who do not vote in favour of the resolution plan, in such manner as may be specified by the Board.

Clause 7.4(ii) page 37 of the Resolution plan

Clause 7.5 of the resolution plan
(c) Management of the affairs of the Corporate Debtor after approval of the Resolution Plan.

Clause 5, 7.14, 7.15,7.16 of the resolution plan.

(d) Implementation and Supervision. Clause 5, 7.14, 7.15,7.16 of the resolution plan (e) Plan does not contravene any of the provisions of the law for the time being in force.

Clause 10.11 of the resolution plan

8. MANDATORY CONTENTS OF THE RESOLUTION PLAN IN TERMS OF REGULATION 38 OF THE CIRP REGULATIONS: - Reference to relevant Regulation Requirement How dealt with in the Resolution Plan 38(1) The amount due to the Operational Creditors under a Resolution Plan shall be given priority in payment over Financial Creditor.
   Clause 7.4 of the resolution plan
   38(1A) A Resolution Plan shall include a statement as to how it has dealt with the interest of all stakeholders, including Clause 7.1-7.8 of the resolution plan

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Reference to relevant Regulation Requirement How dealt with in the Resolution Plan Financial Creditors and Operational Creditors of the Corporate Debtor

38(1B) A Resolution Plan shall include a statement giving details if the resolution Applicant or any of its related parties has failed to implement or contributed to the failure of implementation of any other resolution plan approved by the Adjudicating Authority at any time in the past.
Clause 7.18 of the resolution plan

38(2) A Resolution Plan shall provide
(a) the term of the plan and its implementation schedule Clause 4.3 of the Resolution Plan.

(b) the management and control of the business of the Corporate Debtor during its terms; and Clause 5, 7.14, 7.15, 7.16 of the Resolution Plan (c) adequate means for supervising its implementation Clause 5, 7.14, 7.15, 7.16 of the Resolution Plan 38(3) A Resolution Plan shall demonstrate that
(a) It addressed the cause of default; Annexture 1 of the Business Plan in the Resolution Plan (b) It is feasible and viable; Annexture 1 of the Business Plan in the Resolution Plan (c) it has provisions for its effective implementation; Clause 5, 7.14, 7.15, 7.16 , 4.4 of the Resolution Plan (d) it has provisions for approvals required and the timeline for the same; and (e) the Resolution Applicant has the capability to implement the Resolution Plan Clause 2 read with annexture 3

9. The Successful Resolution Applicant has submitted an Affidavit under Section 29A of IBC, 2016 read with Regulation 38(3) of CIRP Regulations to the Resolution Professional Resolution and the same is Placed in page 654 volume V of the plan Application.

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10. FINDINGS OF THE TRIBUNAL 10.1 Heard the counsel for the parties and perused the documents on record. 10.2 It is seen from Form H filed along with the Application that the Fair value of the Corporate Debtor is estimated to be Rs 337.33 crore, and the Liquidation value has been estimated to be Rs 305.26 crore. The Resolution Plan value is Rs. 467,21,00,000/-. It is also seen in the Form H that no Avoidance applications are pending.
    10.3 Insofar as the approval of the Resolution Plan is concerned, this Tribunal is relying on Judgments of the Hon’ble Supreme Court in the matter of K. Sashidhar –Vs– Indian Overseas Bank (2019) 12 SCC 150, wherein in para 19 and 62 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 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).

………In the present case, however, we are concerned with the provisions of I&B Code dealing with the resolution process. The dispensation provided in the I&B Code is entirely different. In terms of Section 30 of the I&B Code, the decision is taken collectively after due negotiations between the financial creditors who are constituents of the CoC and they express their opinion on the proposed resolution plan in the form of votes, as per their voting share. In the meeting of the CoC, the proposed resolution plan is placed for discussion and after full interaction in the presence of all concerned and the Resolution Professional, the constituents of the CoC finally proceed to exercise

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their option (business/commercial decision) to approve or not to approve the proposed resolution plan. In such a case, non-recording of reasons would not per-se vitiate the collective decision of the financial creditors. The legislature has not envisaged challenge to the “commercial/business decision” of the financial creditors taken collectively or for that matter their individual opinion, as the case may be, on this count.” 10.4 The Hon’ble Supreme Court of India in the matter of Committee of Creditors of Essar Steels –Vs– Satish Kumar Gupta &Ors. in Civil Appeal No. 8766 – 67 of 2019at para 42 has held as under; 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). 10.5 The Hon’ble Supreme Court in the matter of K. Sashidhar v. Indian Overseas Bank and Ors. (2019) 12 SCC 150 has lucidly delineated the scope and interference of the Adjudicating Authority in the process of approval of the Resolution Plan and held as under; “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

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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 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.”
    (emphasis supplied) 10.6 Also, the Hon’ble Supreme Court in the matter of Committee of Creditors of Essar Steel India Limited v. Satish Kumar Gupta and Ors. (2020) 8 SCC 531 after referring to the decision in K. Sashidhar (supra) has held as follows; “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 maximising the value of the assets of the corporate debtor and the fact

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that it has adequately balanced the interests of all stakeholders including operational creditors. This being the case, judicial review of the Adjudicating 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.” (emphasis supplied) 10.7 The Hon’ble Supreme Court in its recent decision in Jaypee Kensington Boulevard Apartments Welfare Association &Ors. v. NBCC (India) Ltd. &Ors.inCivil Appeal no. 3395 of 2020 dated 24.03.2021 has held as follows;
76. The expositions aforesaid make it clear that the decision as to whether corporate debtor should continue as a going concern or should be liquidated is essentially a business decision; and in the scheme of IBC, this decision has been left to the Committee of Creditors, comprising of the financial creditors. Differently put, in regard to the insolvency resolution, the decision as to whether a particular resolution plan is to be accepted or not is ultimately in the hands of the Committee of Creditors; and even in such a decision making process, a resolution plan cannot be taken as approved if the same is not approved by votes of at least 66% of the voting share of financial creditors. Thus, broadly put, a resolution plan is approved only when the collective commercial wisdom of the financial creditors, having at least 2/3rd majority of voting share in the Committee of Creditors, stands in its favour.

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77. In the scheme of IBC, where approval of resolution plan is exclusively in the domain of the commercial wisdom of CoC, the scope of judicial review is correspondingly circumscribed by the provisions contained in Section 31 as regards approval of the Adjudicating Authority and in Section 32 read with Section 61 as regards the scope of appeal against the order of approval.

77.1. Such limitations on judicial review have been duly underscored by this Court in the decisions above-referred, where it has been laid down in explicit terms that the powers of the Adjudicating Authority dealing with the resolution plan do not extend to examine the correctness or otherwise of the commercial wisdom exercised by the CoC. The limited judicial review available to Adjudicating Authority lies within the four corners of Section 30(2) of the Code, which would essentially be to examine that the resolution plan does not contravene any of the provisions of law for the time being in force, it conforms to such other requirements as may be specified by the Board, and it provides for: (a) payment of insolvency resolution process costs in priority; (b) payment of debts of operational creditors; (c) payment of debts of dissenting financial creditors; (d) for management of affairs of corporate debtor after approval of the resolution plan; and (e) implementation and supervision of the resolution plan.

77.2. The limitations on the scope of judicial review are reinforced by the limited ground provided for an appeal against an order approving a resolution plan, namely, if the plan is in contravention of the provisions of any law for the time being in force; or there has been material irregularity in exercise of the powers by the resolution professional during the corporate insolvency resolution period; or the debts owed to the operational creditors have not been provided for; or the insolvency resolution process costs have not been provided for repayment in priority; or the resolution plan does not comply with any other criteria specified by the Board

77.6.1. The assessment about maximisation of the value of assets, in the scheme of the Code, would always be subjective in nature and the question, as to whether a particular resolution plan and its propositions are leading to maximisation of value of assets or not, would be the matter of enquiry and assessment of the Committee of Creditors alone. When the Committee of Creditors takes the decision in its commercial wisdom and by the requisite majority; and there is no valid reason in law to question the decision so taken by the Committee of Creditors, the adjudicatory process, whether by the Adjudicating Authority or the Appellate Authority, cannot enter into any quantitative analysis to adjudge as to whether the prescription of the resolution plan results in maximisation of the value of assets

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or not. The generalised submissions and objections made in relation to this aspect of value maximisation do not, by themselves, make out a case of interference in the decision taken by the Committee of Creditors in its commercial wisdom

78. To put in a nutshell, 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 read with the parameters delineated by this Court in the decisions above referred. The jurisdiction of the Appellate Authority is also circumscribed by the limited grounds of appeal provided in Section 61 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 substituting any commercial term of the resolution plan approved by the CoC. Within its limited jurisdiction, if the Adjudicating Authority or the Appellate Authority, as the case may be, would find any shortcoming in the resolution plan vis-à-vis the specified parameters, it would only send the resolution plan back to the Committee of Creditors, for re-submission after satisfying the parameters delineated by Code and exposited by this Court.” 10.8 Thus, from the catena of judgments rendered by the Hon’ble Supreme Court on the scope of approval of the Resolution Plan, it is amply clear that only limited judicial review is available for the Adjudicating Authority under Section 30(2) and Section 31 of IBC, 2016 and this Adjudicating Authority cannot venture into the commercial aspects of the decisions taken by the Committee of Creditors.
    10.9 In the instant case, the Resolution Plan has been approved with 100% voting share. As per the CoC, the plan meets the requirement of being viable and feasible for the revival of the Corporate Debtor. All the compliances have been done by the RP and the Resolution Applicant, for making the plan effective after approval by this Bench.
    10.10 On perusal of the documents on record, we are also satisfied that the Resolution Plan is in accordance with sections 30 and 31 of the IBC

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and also complies with regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. 10.11 In the light of what has been stated above, the Resolution Plan is Approved by this Adjudicating Authority, subject to the observations made in this order. The Resolution Plan shall form part of this Order. The Resolution Plan will be binding on the Corporate Debtor and other stakeholders. 10.12 The Resolution Applicant has sought for reliefs and concessions under the Resolution Plan and the same are dealt with hereunder; SL. NO RELIEF AND/OR CONCESSIONS AND APPROVAL SOUGHT BY ORDERS THEREON 1 In accordance with Section 238 of the Code, this Resolution Plan shall override requirements under any other laws and therefore any action undertaken pursuant to the Resolution Plan by the Resolution Applicant will not require compliance requirements under any other laws.

Granted, as per the provisions of Companies Act, 2013 read with the provisions of IBC, 2016 until the effective date subsequent to which appropriate authority to consider in view of IBC and other laws
2 All Claims against the Company and/or all the liabilities or obligations of the Company (whether arising under law, contract or equity, whether admitted or not, existing or contingent, asserted or crystallised unasserted, uncrystallised, known or unknown, disputed or undisputed, secured or unsecured, present or future, whether or not set out in the VDR), in relation to any period between the Effective Date and the Transfer Date, including:

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SL. NO ORDERS THEREON (i) any Financial Debt, Operational Debt, arbitration award whether or not appearing in the books of account of the Company; (ii) in respect of any actual or potential creditors of the Company;
(iii) in respect of any shareholder (including preference shareholder, if any) of the Company; (iv) owed or payable to (including any demand for any losses or damages, interest, back wages, overtime dues, unpaid bonuses, any bilateral terms & conditions or any other demands, compensation, gratuity, provident fund, penal interest, liquidated damages already accrued accruing or in connection with any third-party claims) any present or past, direct or indirect, temporary or permanent employee, worker, contract labour or workman of the Company; (v) any demand for any losses or damages or liquidated damages in connection with any third-party claims/claims of contract-counter parties or any investigations, actions, Proceedings, cause of actions, suits, Claims, disputes, litigation, arbitration or other judicial, regulatory or administrative proceedings against, prosecutions, whether civil or criminal, by any government body or authority such as the CBI, ED, or any other enforcement agency or any other liabilities, obligations, losses ог damages arising on the Company in connection with the joint ventures that the Company has entered into; (vi) any inquiries, investigations, notices, assessments, causes of action, suits, claims, disputes, litigation, arbitration or other judicial, regulatory or administrative proceedings against the Company, or against the affairs of the Company; (vii) owed or payable to or assessed by assessable, by the Central Government, the State Government or any Governmental Authority in relation to any dues, direct or indirect Taxes, duties (including stamp duty), penalties, fees, interest, fines, levies, cesses, assessments or additions or any other actual or potential charges or payments whatsoever, and (viii) any lien, encumbrance or other similar rights or claims of the Financial Creditors, the Operational Creditors or any other creditors or stakeholders, whether arising under law, contract or equity,

Granted only to the extent of the corporate debtor until the effective date (date of approval of this resolution plan), In view of the clean slate theory as stipulated in Ghanashyam Mishra and Sons Ltd vs Edelweiss Asset reconstruction and subject to other applicable law

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SL. NO ORDERS THEREON as appearing in the books of the Company, will be written off in full and shall be deemed to be permanently extinguished or withdrawn dismissed with effect from the Effective Date, upon payments being made to the Financial Creditors as per the terms of this Resolution Plan and the Company or the Resolution Applicant or SPV shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. It is clarified that such writing off/ extinguishment will have no impact whatsoever on the liability of the third-party security interest providers. 3 The approval of this Resolution Plan by NCLT shall constitute adequate and final approval of the NCLT for all actions and purposes of this Resolution Plan, including (a) cancellation and reduction of the existing share capital of the Company in terms of Section 66 and other provisions of the Companies Act and other Applicable Laws; (b) for issuance of new equity shares in terms of the Companies Act and other Applicable Laws: (c) merger as envisaged under the Resolution Plan; (d) all other actions, each in accordance with the terms of this Resolution Plan, and accordingly, no approval/ consent / procedural compliances shall be necessary from any other Person in relation to any of these actions including under any agreement, the constitutional documents of the Company or any Applicable Laws.

Granted subject to Approval by Appropriate authorities in respect of Merger 4 The Company or the Resolution Applicant (or the SPV, as the case may be) shall not be liable to any premium, penalty, charges, fees, fines, liabilities, damages in relation to the past agreements/ contracts of the Company. Granted, as per the provisions of IBC, 2016 5 It is prayed that on and after the Transfer Date, all the civil and criminal litigations, investigations, enquires, Proceedings, causes of action, claims, disputes or other judicial. regulatory, Proceedings against the Company or the affairs of the Company, pending or threatened, present or future, in relation to any period on or before the Transfer Date or on account of the Resolution Applicant being in control of the Company pursuant to this Resolution Plan shall stand extinguished and the new management and the Company shall in no way be liable for the same. Granted till the effective date as per the provisions of IBC, 2016 6 All Proceedings, investigations, inquiries, etc. made, commenced, or initiated by any person including ED, SFIO, ROC, CLB, CBI etc) against the Company in relation to the period prior to the Transfer Date shall irrevocably and unconditionally stand abated, withdrawn, settled and/or extinguished and the Company, Resolution Applicant and the SPV shall have no liability in this regard. Granted to the extent of the corporate debtor till the effective date as per the provisions of IBC, 2016 In view of the judgement of

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SL. NO ORDERS THEREON Ghanashyam Mishra and Sons Ltd vs Edelweiss Asset reconstruction and subject to other applicable law 7 All proceedings commenced against the Company by any person, including creditors, shall abate upon the approval of this Resolution Plan without the need for any further action by any party. This shall include all criminal proceedings, proceedings under SARFAESI or the RoB Act, or any legal proceedings in relation to any claims. Such persons shall forthwith make the necessary filings before the relevant courts or authorities for the withdrawal of such proceedings.

Granted to the extent of the corporate debtor, until the effective date

8 Tax Related Reliefs: A company is not ordinarily permitted to carry forward its unabsorbed business losses in case of a change in the shareholding of such company in excess of 51% (fifty-one percent) as per Section 79 of the Income Tax Act, 1961. However, this restriction does not apply if such change in shareholding takes place pursuant to the acquisition of the Corporate Debtor based on the order of the Adjudicating Authority issued under the Code, provided that the jurisdictional Commissioner of Income Tax (as appropriate) is afforded a reasonable opportunity to express his views in this regard. Accordingly, a notice to the jurisdictional Principal Commissioner of Income Tax or the jurisdictional the Commissioner of Income Tax (as appropriate) may be issued by the Adjudicating Authority, and the Company too shall serve a notice to the jurisdictional Principal Commissioner of Income Tax or the jurisdictional Commissioner of Income Tax (as appropriate) immediately after this Resolution Plan is submitted to the for its Adjudicating Authority approval, if required. It is prayed that upon approval of this Resolution Plan by the Adjudicating Authority, the requirement of providing an opportunity of being heard to the jurisdictional Principal Commissioner/Commissioner of Income Tax in terms of Section 79(2)(c) of the Income Tax Act shall be deemed to have been complied with and that the Corporate Debtor/Resolution Applicant (in connection with the operations of the Corporate Debtor) should be permitted to carry forward its unabsorbed business losses, notwithstanding a change in the shareholding and the acquisition of the Corporate Debtor.

Appropriate authorities to consider keeping in view the object of IBC, 2016

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SL. NO ORDERS THEREON

9 The Resolution Professional and the Company shall be permitted to submit Form INC 28 with the RoC within 210 (Two Hundred Ten) days of the Effective Date.

Granted subject to Approval by Appropriate authorities in respect of Merger 10 On and from the Effective Date, by virtue of the order of the NCLT approving this Resolution Plan, a restraint on, and prohibition of, all adverse actions against the Company and its Assets shall be deemed to be declared until the Transfer Date in respect of any Liability pertaining to the period prior to the Effective Date. All stakeholders and Governmental Authorities shall be bound by the provisions of this Resolution Plan and such restraint and prohibition.

Granted to the extent of the corporate debtor, until the effective date

11 Tax Related Reliefs: (ii) The Resolution Applicant and the SPV (as the case may be) shall be exempt from income/gain/profits, if any, arising as a result of giving effect to the Resolution Plan, from being subjected to tax under the provisions of the Income Tax Act, 1961. The tax authorities shall exempt, in the hands of the Company or the Resolution Applicant, the income/gains/profits, if any, arising as a result of giving effect to the acquisition or any income tax implication arising due to any write- back/write-off of liabilities in the books of accounts of the Company, including but not limited to the liabilities, if any, under the provisions of Section 28, Section 41, Section 43, Section 45, Section 56, Section 115JB, Section 269SS, Section 269T, and Section 271E of the Income Tax Act, 1961, and waive the Company or the Resolution Applicant from being subjected to any tax, including any transfer premiums or charges, change of ownership/ control charges payable under the provisions of any of the tax laws arising in respect of periods up to the Effective Date, without having any adverse impact on, or without adjustment towards, its brought forward tax losses (comprising of tax loss and tax depreciation) and book loss/depreciation. (iii) The Company and/or the SPV/subsidiary shall not be liable to pay any Minimum Alternate Tax under the relevant provisions of the Income

This is for the appropriate authorities to consider as per the provisions of IBC, 2016

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SL. NO ORDERS THEREON Tax Act, 1961 arising as a result of the actions taken as per the steps set out in the Resolution Plan which is approved by the NCLT. (iv) It is prayed that the respective Governmental Authorities grant the following exemptions/waivers: (a) from the applicability of Section 281 of the Income Tax Act, including obtaining a no-objection certificate from the income tax authorities in respect of all the pending proceedings and dues (including interest and penalty) of the Company arising for periods from the Effective Date up to the Transfer Date (including such proceedings and dues for periods from the Effective Date to the Transfer Date that may crystallize subsequent to the Transfer Date). Further, the CBDT shall restrict/refrain from treating any transactions contemplated in this Plan as being void or non-compliant with any provisions of the Income Tax Act; (b) from all tax liabilities (including interest and penalty) and tax proceedings arising in respect of periods from the Effective Date up to the Transfer Date, including such liabilities/proceedings for periods from the Effective Date up to the Transfer Date that may crystallize subsequent to the Transfer Date in respect of on going or potential income tax litigations at all levels; (c) from the applicability of Section 170 of the Income Tax Act in the hands of the Resolution Applicant, which deals with the successor liability of the Resolution Applicant in respect of outstanding tax liabilities of the Company, in relation to transactions arising as a result of giving effect to the Resolution Plan. (v) The liability of the Company for an offence, if any, committed prior to the Transfer Date shall cease, and the Company shall not be prosecuted for such an offence. Further, no action shall be taken against any property of the Company in relation to an offence committed prior to the commencement of the Transfer Date, upon the change in control of the Company pursuant to the acquisition. (vi) It is prayed that the Company shall not be liable to pay tax whatsoever as a result of any transaction characterised as an impermissible avoidance arrangement under the provisions of the Income Tax Act, 1961, if any, entered into by the Company prior to the Transfer Date.

This is for the appropriate authorities to consider as per the provisions of IBC, 2016

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SL. NO ORDERS THEREON (vii) It is prayed that the respective Governmental Authorities (including but not limited to the CBDT, the Central Board of Excise and Customs/respective Value Added Tax/GST Authorities, tribunals, arbitral bodies, land revenue records, stamp authorities) shall provide relief from the applicability of and payment of taxes (including under the provisions of the Goods and Services Tax) which may arise as a result of the implementation of this Resolution Plan, either on the Resolution Applicant or the Company or any other person who is likely to be impacted due to the implementation of this Resolution Plan (including but not limited to Sections 50B, 50C, 50CA, 50D, 41, 28, and 56 under the Income Tax Act, 1961, as well as the Central Goods and Services Tax Act, 2017, and the provisions of the Indian Stamp Act, 1899 and other laws relating to the payment of stamp duty applicable in any State). (viii) The Company shall also be granted a waiver/exemption from incurring any transaction costs, including stamp duty, in relation to the increase in its authorised share capital (if required to be undertaken pursuant to the merger). (ix) The tax authorities are requested to allow representation of the case/appeal for the different financial years, without any additional tax burden or adverse tax impact on the Corporate Debtor and/or the Successful Resolution Applicant not for the notices/demands/penalties/assessments /adjustments of the accumulated losses (including but limited to additions/adjustments under Transfer Pricing under the Income Tax Act, 1961) up to the Transfer Date, where the Corporate Debtor failed to represent the case effectively. Such representation/appeal should not be treated as time barred.

This is for the appropriate authorities to consider as per the provisions of IBC, 2016 12 It is prayed that the Resolution Applicant, SPV or the Company or any other person in management and control of the Company (including for the avoidance of doubt any subsidiaries, associate companies or affiliates) shall not be held liable for any continuing Non-compliance (including for any interest and penalty) of the Company under any Applicable Laws which had arisen or started during the period prior to the Transfer Date. Granted on clean slate basis until the effective date in terms of the judgment of the Hon'ble Supreme Court in Ghanashyam Mishra and Sons v. Edelweiss Asset

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SL. NO ORDERS THEREON Reconstruction Company Limited. 13 It is prayed that all essential goods and services (as defined in Regulation 32 of the CIRP Regulations) required for operations of the Company shall be continued and/or restored within a period of 15 days from the Effective Date. Such essential services shall include electricity and water supplies.

This is for the appropriate authorities to consider keeping in view the provisions of IBC, 2016

14 All Power Purchase Agreements ("PPAs") or related pre-existing contracts, agreements, or arrangements, whether entered into prior to or after the Insolvency Commencement Date by or on behalf of the Company with third parties, shall be terminated, and the Company, the Resolution Applicant, or the SPV shall the not be liable for any premium, penalty, charges, fees, fines, liabilities, or damages arising from such termination or any ongoing disputes/litigations regarding these agreements. Granted to the extent of the corporate debtor till the effective date as per the provisions of IBC, 2016 In view of the judgement of Ghanashyam Mishra and Sons Ltd vs Edelweiss Asset reconstruction and subject to other applicable law 15 Post the Transfer Date, the Resolution Applicant proposes to continue the plant operations of the Company as an Independent Power Producer ("IPP"). It is prayed that all approvals required to maintain the IPP status shall be deemed to be granted under this Resolution Plan, and accordingly, no separate approval, consent, or procedural compliance shall be required from any other person or authority in relation to maintaining the IPP status, except under any future PPA executed by the Resolution Applicant.

This is for the appropriate authorities to consider as per the provisions of IBC, 2016 16 Direct that property Tax, lease rent dues or claims payable by the Company prior to the Transfer Date shall be waived off and stand settled permanently. Granted until effective date

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SL. NO ORDERS THEREON 17 The Resolution Applicant prays that all liabilities (including without limitation, for any penalty, interest, fines or fees) a or obligations of the Company, including but not limited to (A) any unmet export obligations and/or advance licenses held by the Company (whether subsisting or not): (B) any investigation, inquiry or show-cause; (C) any Tax obligations, whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallized, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the Information Memorandum, in relation to any period prior to the Transfer Date, will be written off in full and will stand permanently extinguished and the Company or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

Granted until effective date 18 The Company shall be provided two years from the Transfer Date to comply with any fly ash disposal-related guidelines. This is for the appropriate authorities to consider as per the provisions of IBC, 2016 19 Direct the transmission utility i.e. GETCO, GUVNL and its subsidiaries (as applicable) to maintain connectivity arrangement and to enter into any short term/medium term/long term power transmission agreement with Resolution Applicant/Company as the project will be required for implementation of the Resolution Plan and for the Company to carry out the business on going concern basis and ongoing disputes and claims filed by the GETCO, GUVNL and its subsidiaries shall be extinguish on Effective Date.

This is for the appropriate authorities to consider as per the provisions of IBC, 2016 20 It is prayed that a direction be issued that any Non-Compliance(s) of the Company under the Companies Act, 1956, Companies Act, 2013, Environmental Laws, noncompliance pertaining to fuel supply agreement, any non-compliances pertaining to electricity departments and/or, notifications, circulars, rules and regulations enacted/notified thereunder prior to the Acquisition Date shall stand compounded without regular' imposition of any penalty fees, etc.

Parties entered into the contract or agreement to consider

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SL. NO ORDERS THEREON 21 It is prayed that all the contracts, agreements, or arrangements to which the Company is a party and which are essential to the "going-concern" status of the Company, and which the Resolution Applicant wishes to continue, shall remain in existence, be effective, and continue on the existing terms (unless otherwise specified by the Resolution Applicant), without any further act, without triggering an event of default or termination events as per the terms and conditions laid down therein, and without payment of any premium/penalty or requirement of any approval on account of a change in ownership, a change in control, insolvency of the Company, or any other transaction undertaken under the Resolution Plan, wherever expressly required under the relevant contracts, agreements, or arrangements; and such events shall not be treated as an event of default. Post the Transfer Date, the Resolution Applicant may decide to continue the plant operations as an Independent Power Producer ("IPP"). It is prayed that all approvals required to maintain the IPP status shall be deemed to be granted under the Resolution Plan, and accordingly, no separate approval/consent/procedural compliances shall be required from any other person/authority in relation to maintaining the IPP status.

In respect of continuance of IPP Parties entered into the contract or agreement to consider. For the rest the appropriate authorities to consider as per the provisions of IBC, 2016

22 It is prayed that all lease deeds entered into by the Company shall remain in existence and continue on the existing terms (unless otherwise specified by the Resolution Applicant), without any further act. It is further prayed that, with respect to the lease deeds where the prior approval of the lessor for a change in control of the Company is required, the Resolution Applicant be allowed to continue the lease deeds for the operation of the business of the Company without any disruption or interruption, and without the requirement of any consent from the lessor. Further, reasonable additional time shall be granted to the Company/Resolution Applicant without the imposition of any additional penalty. Parties entered into the contract or agreement to consider 23 In relation to any contracts, whether with an unrelated party or a related party of the Company or of the existing promoters, which have expired or are to expire within a period of 12 (twelve) months from the Effective Date, the Resolution Applicant prays that, to the extent such contracts, deeds, or arrangements are necessary for or incidental to continuing or carrying on the operations and business of the Company, such contracts, agreements, or arrangements shall remain in existence for the smooth management transition of the Company and the implementation of the

Parties entered into the contract or agreement to consider

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SL. NO ORDERS THEREON Resolution Plan, and shall continue for a period of at least 12 (twelve) months from the Effective Date. Notwithstanding the fact that such contracts may have lapsed or expired due to any non-compliance or efflux of time, the Company or the Resolution Applicant shall not be held liable for any of the liabilities arising from any past or ongoing contract. 24 The Resolution Applicant seeks the of water supply continuation agreements if expired on or before CIRP Commencement date and the extension shall be allowed maximum permissible timelines, in accordance with Applicable Laws, from authorities as it is required for implementation of the Resolution Plan and for it to carry out the business of the Company and ongoing disputes and claims filed by the authorities shall be extinguish on Effective Date.

This is for the appropriate authorities to consider as per the provisions of IBC, 2016 25 In the event any permits, approval, consent or permission is required from any Person (including Governmental Authorities) for or pursuant to change in control/management ownership of the Company in accordance with the terms of any permits, consent, license, approval, right, entitlement, benefit and privilege, whether under Applicable Laws, contract, lease or license granted in favour of the Company or to which the Company is entitled or accustomed to, it is prayed that all such Persons shall provide such approvals, permits, consents or permission for the same upon the request of the Company or the Resolution Applicant within a period of 3 months from the Effective Date.

This is for the appropriate authorities to consider as per the provisions of IBC, 2016 26 The Company shall be allowed to participate in auction sale/tenders/offers/proposals of all departments/ authorities/ public sector undertakings for a period of three years from the Transfer Date without having to submit the details of past profitability record, performance etc. Granted as per clean slate theory
11. The SRA has furnished a Performance Guarantee bearing Bank Guarantee No.003BG07250590001 dated 28.02.2025, issued by YES Bank in his favour to the extent of Rs.20,00,00,000. The performance guarantee provides that it would remain effective for 12 months, i.e., till 26.02.2026. The Performance Guarantee shall have a claim period up to 26.02.2027.

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The Personal Bank Guarantee should be kept alive till the implementation of the plan. (The Bank Guarantee is annexed and marked as "Annexure A 22" of the Application) 12. In case of non-compliance with this order or withdrawal of the Resolution Plan by the Successful Resolution Applicant, the Monitoring Committee shall forfeit the Performance Security furnished by the Resolution Applicant in the form of Performance Bank Guarantees. 13. IMPLEMENTATION & MONITORING COMMITTEE (IMC)
Implementation & Monitoring Committee shall be constituted to monitor the implementation of the Plan. The members shall comprise: The Resolution Professional (Chairman of the Committee), a Representative of the CoC, and. A Representative of the Resolution Applicant. 14. A certified copy of this Order shall be issued on demand to the concerned parties, upon due compliance. 15. Liberty is hereby granted for moving any Application if required in connection with the implementation of this Resolution Plan. 16. A copy of this Order is to be submitted to the concerned Office of the Registrar of Companies. 17. The Monitoring Committee shall submit quarterly reports regarding the status of implementation of the Resolution Plan to this Tribunal in terms of Regulation 38(4)(c) of the CIRP Regulations, 2016.

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18. The SRA is directed to pay the fees for the Resolution Professional, along with incidental expenses of the Monitoring Committee.

19. Accordingly, IA(IBC)(PLAN)/5/CHE/2025 is Allowed and disposed of.

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

21. Files be consigned to the record.

                        -Sd-                                                                   
    

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RAVICHANDRAN RAMASAMY JYOTI KUMAR TRIPATHI MEMBER (TECHNICAL)

                         MEMBER (JUDICIAL) 

Rannika/LRA