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23rd April, 2025 Approval of Resolution Plan - Aqua Electronics & Solutions Private Limited [IA-7/2025 in IB-130/ND/2024] (4.37 MB)

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IN THE NATIONAL COMPANY LAW TRIBUNAL NEW DELHI BENCH (COURT – II) Item No. 218 IB-130/ND/2024 IA-7/2025 IN THE MATTER OF: Savitur Infrastructure Private Limited … Petitioner/ Financial Creditor
Versus

Aqua Electronics & Solutions Private Limited

… Respondent/ Corporate Debtor AND IN THE MATTER OF IA-7/2025: Aqua Electronics & Solutions Pvt. Ltd. (In Cirp) Through Resolution Professional Shamsher Bahadur Singh 48, Sidhartha Apartment, Behind Inder Enclave, Rohtak Road, Opp. Jwala Puri No. 5, New Delhi - 110087

Communication Address:
D-54, First Floor,
Defence Colony,
New Delhi-110024 … Applicant/RP
Versus Gateway Investment Management Services Limited
Successful Resolution Applicant
L 21-01, ICD Brookfield Place,
Dubai International Financial Centre,
Dubai, UAE ... Respondent

Under Section: 30(6) of IBC, 2016

Order delivered on 17.03.2025 CORAM: SH. ASHOK KUMAR BHARDWAJ, HON’BLE MEMBER (J)
MS. REENA SINHA PURI, HON’BLE MEMBER (T)

PRESENT:

For the Applicant :

For the Respondent :

For the RP : Adv. Vishwajeet Singh a/w Mr. S. Bahadur
Singh

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Savitur Infrastructure Pvt. Ltd.

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Savitur Infrastructure Pvt. Ltd. vs. Aqua Electronics & Solutions Pvt. Ltd.
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Hearing Through: VC and Physical (Hybrid) Mode

ORAL ORDER

IA-7/2025: The prayer made in the captioned application preferred under Section 30(6) of IBC, 2016 reads thus:- “a) Allow the present Application; b) Approve and accept the Resolution Plan dated 08.10.2024 submitted by Gateway Investment Management Services (DIFC) Limited, as approved by CoC with 100% voting share during its 9th meeting; c) Declare that upon approval of Resolution Plan by this Hon'ble Tribunal, the provisions of the Resolution Plan shall be binding on the Company, its Creditors, Guarantors, Members, Employees and other stake holders in accordance with
Section 31 of the Code, and shall be given effect to and implemented pursuant to the order of this Hon'ble Adjudicating Authority; d) Approve the Appointment of the Monitoring Committee as approved by the CoC; e) Approve and grant reliefs and directions sought under the Resolution Plan by the Resolution Applicant; f) Pass any such order(s) as this Hon'ble Tribunal may deem fit.” 2. The factual position has been delineated in para 4 to 37 of the application which reads thus:- “4.

the Resolution Applicant; f) Pass any such order(s) as this Hon'ble Tribunal may deem fit.” 2. The factual position has been delineated in para 4 to 37 of the application which reads thus:- “4. That this Hon'ble Adjudicating Authority, vide Order dated 01.04.2024 (received on 06.04.2024), was pleased to admit the present Company Petition (IB) 130/ND/2024, filed by Savitur IA-7/2025 in IB-130/ND/2024 Page 2 of 58
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Infrastructure Pvt. Ltd being the Financial Creditor against Aqua Electronics & Solutions Private Limited, the Corporate Debtor, for initiating Corporate Insolvency Resolution Process ("CIRP") under the provisions of Section 7 of the Code. Copy of order dated 01.04.2024 passed by this Hon'ble Adjudicating Authority is annexed herewith and marked as ANNEXURE A-2. 5. That vide order dated 01.04.2024 this Hon'ble Adjudicating Authority whilst admitting the application and declaring moratorium inter-alia, appointed Mr. Shamsher Bahadur Singh as an Interim Resolution Professional ("IRP") and directed as under:- "8. The moratorium is declared which shall have effect from the date of this Order till the completion of CIRP, for the purposes referred to in Section 14 of the IBC, 2016.

and directed as under:- "8. The moratorium is declared which shall have effect from the date of this Order till the completion of CIRP, for the purposes referred to in Section 14 of the IBC, 2016. It is ordered to prohibit all of the following, namely: - (a) The institution of suits or continuation of pending suits or proceedings against the corporate debtor including execution of any judgment, decree or order in any court of law, tribunal, arbitration panel or other authority; (b) Transferring, encumbering, alienating or disposing of by the corporate debtor any of its assets or any legal right or beneficial interest therein; (c) Any action to foreclose, recover or enforce any security interest created by the corporate debtor in respect of its property including any action under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (54 of 2002); (d) The recovery of any property by an owner or lessor where such property is occupied by or in the possession of the
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the possession of the
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corporate debtor." 6. That in pursuance of CIRP order dated 01.04.2024, the Applicant herein, issued Public Announcement on 07.04.2024 in Form A in terms of Regulation 6(1) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 ("CIRP Regulations") and the same was published on 07.04.2024 in newspapers namely, Financial Express (English) and Jansatta (Hindi), thereby inviting claims from the creditors of the Corporate Debtor. It is submitted that in terms of Regulations 6(2) (c) of the CIRP Regulations, the last date for submission of claim was specified as 20.04.2024. Copy of the FORM A dated 07.04.2024 along with newspaper cutting are
annexed and marked as ANNEXURE A-3 (COLLY). 7. In pursuance of the above, the Applicant duly verified the claims of the creditors in terms of Regulation 17(1) of the CIRP Regulations, further, the Applicant herein filed a report certifying constitution of the CoC which had been taken on record by this Hon'ble Adjudicating Authority on 20.05.2024. 8. That subsequent to the Constitution of CoC, the Applicant convened the 1st meeting of CoC on 04.05.2024, during the said meeting, the members of the committee resolved to confirm the Applicant as the Resolution Professional (hereinafter referred to as "RP") of the Corporate Debtor.

CoC on 04.05.2024, during the said meeting, the members of the committee resolved to confirm the Applicant as the Resolution Professional (hereinafter referred to as "RP") of the Corporate Debtor. Copy of the minutes of 1st meeting of CoC is annexed herewith and marked as ANNEXURE A-4. 9. That the Applicant herein convened the 2nd meeting of CoC, wherein the Applicant put forth the draft eligibility criteria for invitation of Expression of Interest ("EOI") in Form G before the members of the CoC for its approval. Copy of the minutes of 2nd meeting of CoC is annexed herewith and marked as ANNEXURE
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A-5. 10. That following the approval of draft of Form G during the 2nd Meeting of CoC held on 28.05.2024, the Applicant published the same under the Regulation 36A(1) of the CIRP Regulations on 31.05.2024 in News Paper namely, Financial Express Delhi NCR Edition('English Version') and Jansatta- Delhi NCR Region ('Hindi Version'), thereby, inviting Expression of Interest ('EOI') on 31.05.2024. Copy of Form G dated 31.05.2024 is annexed herewith and marked as ANNEXURE A-6. 11. That on 09.07.2024 the Applicant convened the 3rd meeting of CoC wherein, the Applicant apprised the members of CoC that the Applicant is in receipt of 3 EOIs as on last date of submission of EOI i.e. 15.06.2024.

24 the Applicant convened the 3rd meeting of CoC wherein, the Applicant apprised the members of CoC that the Applicant is in receipt of 3 EOIs as on last date of submission of EOI i.e. 15.06.2024. The list of Prospective Resolution Applicants (PRAs) from whom the EOIs have been received by the Applicant is provided as under:

A copy of the minutes of the 3rd CoC meeting and the copy of the list of PRAs issued on 25.06.2024 is annexed herewith and marked as ANNEXURE A-7 (COLLY). 12. That after due discussions and deliberations, the CoC in its commercial wisdom decided that in order to maximise the value of the Assets of the Corporate Debtor, it would be in the interest of the stake holders republish the Form G and seek more Prospective Resolution Applicants for the better resolution of the Corporate Debtor. The Applicant took note of the same and republish the Form IA-7/2025 in IB-130/ND/2024 Page 5 of 58
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and republish the Form IA-7/2025 in IB-130/ND/2024 Page 5 of 58
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G in terms of Regulation 36A (1) of the CIRP Regulation on 11.07.2024 in News Papers namely Financial Express- Delhi NCR Edition ('English Version') and Jansatta- Delhi NCR Region ('Hindi Version'), thereby inviting EOIs from the PRS. Copy of the republish Form G dated 11.07.2024 is annexed herewith and marked as ANNEXURE A-8. 13. That the Applicant herein convened the 4th Meeting of CoC on 28.08.2024 wherein, the Applicant apprised the members of the CoC that the Applicant is in receipt of 6 new EOIs as on 26.07.2024. it is important to note that the EOIs as received in terms of 1st Form G published on 31.05.2024 were also included in the newly prepared provisional list of PRAs. The newly prepared list of PRAs is provided herewith:

That the Applicant further apprised the members of the CoC that post scrutiny of the documents submitted by the PRAs on the basis of eligibility criteria, section 29A compliance and after receiving all the requisite documents from the PRAs, the Applicant herein prepared the final list of PRAs on 20.08.2024. Copy of the final list of PRAs is annexed herewith and marked as ANNEXURE A-9. IA-7/2025 in IB-130/ND/2024 Page 6 of 58
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arked as ANNEXURE A-9. IA-7/2025 in IB-130/ND/2024 Page 6 of 58
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Further, during the aforesaid meeting of the CoC, the Applicant herein apprised the members of the CoC that in terms of Regulation 36B of the CIRP Regulations, the Applicant has prepared and Evaluation Matrix and a Request for Resolution Plan ('RFRP') for sharing with the PRAs and for the evaluation of the Resolution Plans as may be submitted by the PRAs. Copy of the Minutes of the 4th meeting of CoC is annexed herewith and marked as ANNEXURE A-10.
That on 23.09.2024 the Applicant convened the 5th meeting of CoC wherein the members of the CoC enquired about the status of the Resolution Plan to which the Applicant apprised the members of the CoC that the last date for the receipt of the Resolution Plan is 24.09.2024 and till date of the present CoC meeting no Plan has been received from any of the PRAs as were included in the Final List of PRAs. Consequently, the members of the CoC directed the Applicant herein to extend the last date for submission of Resolution Plan by 15 days. That in compliance of Regulation 36B of the CIRP Regulations, and after seeking approval of the members of the CoC, the Applicant herein was pleased to extent the last date for submission of Resolution Plans for a period of 15 days. Therefore, the last date for submission of Plan was 28.09.2024.

ers of the CoC, the Applicant herein was pleased to extent the last date for submission of Resolution Plans for a period of 15 days. Therefore, the last date for submission of Plan was 28.09.2024. Further, during the aforementioned meeting of CoC the Members of the CoC also resolved to extend the period of CIRP for period of 90 days beyond 180 days. Copy of the minutes of meeting of 5th CoC is annexed herewith and marked as ANNEXURE A-11. 17. That the Applicant filed an Application bearing I.A. No. 4887/2024 before this Hon'ble Tribunal in terms of Section 12(2) of the Code to seek an extension for the period of 90 days beyond 180 days i.e. beyond 28.09.2024. It is further submitted that this Hon'ble Tribunal vide order dated 09.10.2024 in aforementioned IA-7/2025 in IB-130/ND/2024 Page 7 of 58
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Application was pleased to extend the period of CIRP of the Corporate Debtor for a period of 90 days beyond 180 days. Copy of the Order dated 09.10.2024 passed by this Hon'ble Tribunal is annexed herewith and marked as ANNEXURE A-12. 18. That the Applicant herein convened the 6th Meeting of CoC on 19.10.2024, wherein the Applicant herein apprised the members of the CoC that the Applicant is in receipt of two Resolution Plans from Gateway Investment Management Services (DIFC) Limited and Subhlaxmi Investment Advisory Private Limited.

prised the members of the CoC that the Applicant is in receipt of two Resolution Plans from Gateway Investment Management Services (DIFC) Limited and Subhlaxmi Investment Advisory Private Limited. That the Applicant further apprised the members of the CoC that the Applicant received the Earnest Money Deposit (EMD') from the two PRAs viz. Gateway Investment Management Services (DIFC) Limited and Subhlaxmi Investment Advisory Private Limited, on 14.10.2024 and 15.10.2024 respectively. Further, the Applicant herein put forth the Resolution Plans as received from aforementioned PRAs and opened the same before the members of the CoC. The Applicant sought time from the member of the CoC to evaluate the Resolution Plans as received form the two PRAs to evaluate whether the same are compliant with the Regulations and Provisions of the Code. Copy of the Minutes of meeting of the 6th CoC dated 19.10.2024 is annexed herewith and marked as ANNEXURE A-13. 19. That the Applicant convened the 7th meeting of CoC on 21.11.2024, wherein the Applicant herein apprised the members of the CoC, that the Applicant had done the verification of the Plans and requisite documents were duly submitted by the PRAs viz. Gateway Investment Management Services (DIFC) Limited and Subhlaxmi Investment Advisory Private Limited. It is further submitted that the members of the CoC had opined that since there are only two PRAs Swiss Challenge Mechanism, can be opted for the maximisation of the value of the Corporate Debtor.

It is further submitted that the members of the CoC had opined that since there are only two PRAs Swiss Challenge Mechanism, can be opted for the maximisation of the value of the Corporate Debtor. It is further IA-7/2025 in IB-130/ND/2024 Page 8 of 58
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submitted that the Applicant apprised the same to both PRAs for the smooth conduct of the CIRP. Copy of the 7th meeting of the Coc convened on 21.11.2024 is annexed herewith and marked as ANNEXURE A-14. 20. That on 12.12.2024, the Applicant convened the 8th meeting of CoC, wherein the bidding of the Resolution Plans was done and during the 3rd round of the bidding process, one of the Resolution Applicant viz. Subhlaxmi Investment Advisory Private Limited, dropped out of the bidding process and declined to improvise the financial proposal in the Resolution Plan any further. Consequently, another Resolution Applicant viz. Gateway Investment Management Services (DIFC) Limited, was declared as the H1 bidder by the Applicant. Further, during the aforesaid meeting the members of the CoC requested the Successful Resolution Applicant ('SRA') i.e. Gateway Investment Management Services (DIFC) Limited, to enhance the financial proposal in their Resolution Plan. Further, during the said meeting members of the CoC sought time to discuss the Financial Proposal with their management before moving forward. 21.

the financial proposal in their Resolution Plan. Further, during the said meeting members of the CoC sought time to discuss the Financial Proposal with their management before moving forward. 21. Since, the period of CIRP was to end on 27.12.2024, and the members of the CoC required time to discuss the Financial Proposal with their Management, therefore the Members of the CoC during the aforesaid meeting resolved to extend the period of the CIRP for a period of 60 days beyond 270 days i.e. beyond 27.12.2024. Copy of the Minutes of the 8th CoC meeting dated 27.12.2024 is annexed herewith and marked as ANNEXURE A-15. 22. That the Applicant filed an application bearing I.A. No. 6143/2024, before this Hon'ble Tribunal in terms of Section 12(2) of the Code to seek an extension for a period of 60 days beyond the period of 270 days. That this Hon'ble Tribunal vide order dated IA-7/2025 in IB-130/ND/2024 Page 9 of 58
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ibunal vide order dated IA-7/2025 in IB-130/ND/2024 Page 9 of 58
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03.01.2025 was pleased to extend the period of CIRP of the Corporate Debtor for a period of 60 days beyond 270 days. Copy of the Order dated 03.01.2025 passed by this Hon'ble Tribunal is annexed herewith and marked as ANNEXURE A-16. 23. That the Applicant herein convened the 9th Meeting of the CoC on 18.01.2025 wherein, the Applicant apprised the members of the CoC that in terms of the bidding process during the 8th meeting of the CoC, the SRA viz. Gateway Investment Management Services (DIFC) Limited was declared as a successful bidder. That the Applicant during the 9th Meeting further apprised the members of the CoC that on request of the Applicant, the SRA has improved/ modified its resolution plan. The Applicant further apprised the members of the CoC that the Resolution Plan proposes to pay the CIRP cost in actual and in addition Rs.50,00,000/- (Rupees Fifty Lakhs Only) is to be paid to the Creditors of the Corporate Debtor. That the SRA proposes to implement the Resolution Plan within a period of 45 days from the date of approval by the Hon'ble NCLT. 24.

s Only) is to be paid to the Creditors of the Corporate Debtor. That the SRA proposes to implement the Resolution Plan within a period of 45 days from the date of approval by the Hon'ble NCLT. 24. That the Applicant during the aforesaid meeting submitted before the members of the CoC that the Resolution Plan is compliant of all the necessary provisions of the Code read with relevant rules and regulations made there under, specifically, Section 30(2) of the Code read with Regulations 37, 38 & 39 of the CIRP Regulations. Upon discussion and deliberations, the members of the Coc requested the Applicant to put the Resolution Plan submitted by viz. Gateway Investment Management Services (DIFC) Limited, for voting. Accordingly, the following Resolution was
put for voting before the members of the CoC: "RESOLVED THAT, pursuant to Section 30(3)&(4) of Insolvency Bankruptcy Code, 2016, and Regulations 39 of the Insolvency and Bankruptcy Board of India (Insolvency IA-7/2025 in IB-130/ND/2024 Page 10 of 58
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ard of India (Insolvency IA-7/2025 in IB-130/ND/2024 Page 10 of 58
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Resolution Process for Corporate Persons) Regulations, 2016, and other applicable provisions, of the Insolvency and Bankruptcy Code, 2016 and in accordance with rules and regulations made thereunder, the Resolution Plan submitted by Resolution Applicant, M/s Gateway Investment Management Services (DIFC) Limited, be and is hereby approved by the CoC." "RESOLVED FURTHER THAT pursuant to Section 30(6) of Insolvency Bankruptcy Code, 2016, the Resolution Professional shall submit the resolution plan as approved by the committee of creditors to the Adjudicating Authority. "RESOLVED FURTHER THAT Resolution Professional be
and is hereby authorized to do all such acts, deeds and things as may be required necessary or incidental thereto." That the Resolution for approval of Resolution Plan submitted by Gateway Investment Management Services (DIFC) Limited, was approved by the members of CoC with 100% voting share. 25. Thereafter, the Applicant in compliance of Regulation 39B of the CIRP Regulation place the Agenda to make a best estimate of the Liquidation Cost in the event an order for the Liquidation is passed under Section 33 of the Code. Upon deliberations and discussions, the members of the CoC approved the Resolution Plan to contribute towards the Liquidation Cost with a voting share of 100%.

passed under Section 33 of the Code. Upon deliberations and discussions, the members of the CoC approved the Resolution Plan to contribute towards the Liquidation Cost with a voting share of 100%. That in compliance of Regulation 39BA of the CIRP Regulations, the Applicant placed an agenda before the Members of the CoC to explore compromise and arrangement till Liquidation process is initiated by the Hon'ble NCLT. That the members of the CoC after deliberations and discussions rejected the aforesaid agenda with a voting share of 100% and further, requested the Applicant herein to IA-7/2025 in IB-130/ND/2024 Page 11 of 58
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file an application before this Hon'ble Tribunal Seeking approval of the Resolution Plan submitted by the SRA. 26. That the Applicant compliance with Regulation 39C of the CIRP Regulation, place the agenda for sale of Corporate Debtor as a going concern in case an order for Liquidation is passed against the Corporate Debtor. Upon deliberations and discussions, the members of CoC approved the Resolution to sell the business of the Corporate Debtor as a going concern if an order for Liquidation of the Corporate Debtor is passed by this Hon'ble Tribunal, with a voting share of 100%. Subsequently, the Applicant placed an agenda to fix the fee payable in accordance with Regulation 39D of the CIRP Regulation before the members of the CoC.

e Tribunal, with a voting share of 100%. Subsequently, the Applicant placed an agenda to fix the fee payable in accordance with Regulation 39D of the CIRP Regulation before the members of the CoC. Upon discussions and deliberations, the members of the CoC approved the Resolution to fix the fee of the Liquidator with 100% voting share. Copy of the minutes of 9th meeting of CoC convened on 18.01.2025 is annexed herewith and marked as ANNEXURE A-17. 27. That the brief contours of the Resolution Plan submitted by Gateway Investment Management Services (DIFC) Limited, as approved by the Committee of Creditors with 100% voting shares is detailed herein under:

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Copy of the Resolution Plan dated 08.10.2024 as approved by the CoC is annexed herewith and marked as ANNEXURE A-18. 28. That the Resolution Applicant has submitted an undertaking an affidavits stating that the Resolution Applicant is eligible under Section 29A of the Code. A copy of the undertaking and Affidavits dated 11.10.2024, submitted by the Resolution Applicant under Section 29A of the Code and Regulation 39(1) of the CIRP Regulation 2016, are annexed herewith and marked as ANNEXURE A-19 (COLLY). 29.

10.2024, submitted by the Resolution Applicant under Section 29A of the Code and Regulation 39(1) of the CIRP Regulation 2016, are annexed herewith and marked as ANNEXURE A-19 (COLLY). 29. The Committee of Creditors of the Corporate Debtor constitutes of the following Financial Creditor and details of the claim summary is provided herewith:

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That Section 30(6) of the Code mandates the Applicant as a Resolution Professional to submit the Resolution Plan as approved by the CoC to the Adjudicating Authority for approval under Section 31(1) of the Code. Accordingly, as the Resolution Plan submitted by the SRA has been duly approved by the members of the CoC by a voting share of 100% which is more than the requisite voting share required i.e. 66%, the Applicant is filing the present Application for approval of the Resolution Plan before this Hon'ble Adjudicating Authority.
That in terms of Regulation 39(4) of the CIRP Regulation, the
Applicant is required to submit a compliance certificate in prescribed format i.e. Form H, stating that the Resolution Plan is compliant with the provisions of the Code. Copy of the Form H duly signed by the Applicant is annexed herewith and marked as ANNEXURE A-20.

at i.e. Form H, stating that the Resolution Plan is compliant with the provisions of the Code. Copy of the Form H duly signed by the Applicant is annexed herewith and marked as ANNEXURE A-20. 32. That pursuant to the approval of the Resolution Plan by the CoC, the applicant issued a letter of intent dated 21.01.2025, to the Resolution Applicant and the Resolution Applicant was requested to convey their unconditional acceptance. The Resolution Applicant duly submitted their unconditional acceptance on 21.01.2025 and IA-7/2025 in IB-130/ND/2024 Page 14 of 58
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submitted a performance security in the form of NEFT Transactions dated 30.01.2025 for total sum of Rs. 20,00,000 (Rupees Twenty Lakhs Only) besides the EMD amount submitted earlier of Rs.10,00,000/- (Rupees Ten Lakhs Only). Copy of Letter of Intent dated 21.01.2025, signed and acknowledge as unconditional acceptance by the Resolution Applicant and PBG acknowledged dated 30.01.2025 are annexed herewith and marked as ANNEXURE A-21 (COLLY).
33. That the Resolution Plan submitted by the Resolution Applicant is in compliance of the provisions of the Insolvency & Bankruptcy Code, 2016 and the Regulations as detailed below:

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as detailed below:

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That Section 32A has been brought into the Code by way of an amendment which is provided as under: “Section 32A. Liability for prior offences, etc. [32A. Liability for prior offences, etc.-(1) Notwithstanding anything to the contrary contained in this Code or any other law for the time being in force, the liability of a corporate debtor for an offence committed prior to the commencement of the corporate insolvency resolution process shall cease, and the corporate debtor shall not be prosecuted for such an offence from the date the resolution plan has been approved by the Adjudicating Authority under section 31, if the resolution plan results in the change in the management or control of the corporate debtor to a person who was not-- (a) a promoter or in the management or control of the corporate debtor or a related party of such a person; or IA-7/2025 in IB-130/ND/2024 Page 17 of 58
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rty of such a person; or IA-7/2025 in IB-130/ND/2024 Page 17 of 58
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(b) a person with regard to whom the relevant investigating authority has, on the basis of material in its possession, reason to believe that he had abetted or conspired for the commission of the offence, and has submitted or filed a report or a complaint to the relevant statutory authority or Court: Provided that if a prosecution had been instituted during the corporate insolvency resolution process against such corporate debtor, it shall stand discharged from the date of approval of the resolution plan subject to requirements of this sub-section having been fulfilled: Provided further that every person who was a designated partner as defined in clause (j) of section 2 of the Limited Liability Partnership Act, 2008 (6 of 2009), or an officer who is in default, as defined in clause (60) of section 2 of the Companies Act, 2013 (18 of 2013), or was in any manner incharge of, or responsible to the corporate debtor for the conduct of its business or associated with the corporate debtor in any manner and who was directly or indirectly involved in the commission of such offence as per the report submitted or complaint filed by the investigating authority, shall continue to be liable to be prosecuted and punished for such an offence committed by the corporate debtor notwithstanding that the corporate debtor's liability has ceased under this sub-section.

l continue to be liable to be prosecuted and punished for such an offence committed by the corporate debtor notwithstanding that the corporate debtor's liability has ceased under this sub-section. (2) No action shall be taken against the property of the corporate debtor in relation to an offence committed prior to the commencement of the corporate insolvency resolution process of the corporate debtor, where such property is covered under a resolution plan approved by the IA-7/2025 in IB-130/ND/2024 Page 18 of 58
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Adjudicating Authority under section 31, which results in the change in control of the corporate debtor to a person, or sale of liquidation assets under the provisions of Chapter II of Part II of this Code to a person, who was not-- (i) a promoter or in the management or control of the corporate debtor or a related party of such a person; or (ii) a person with regard to whom the relevant investigating authority has, on the basis of material in its possession reason to believe that he had abetted or conspired for the commission of the offence, and has submitted or filed a report or a complaint to the relevant statutory authority or Court.

s possession reason to believe that he had abetted or conspired for the commission of the offence, and has submitted or filed a report or a complaint to the relevant statutory authority or Court. Explanation.--For the purposes of this sub-section, it is hereby clarified that,- (i) an action against the property of the corporate debtor in relation to an offence shall include the attachment, seizure, retention or confiscation of such property under such law as may be applicable to the corporate debtor; (ii) nothing in this sub-section shall be construed to bar an action against the property of any person, other than the corporate debtor or a person who has acquired such property through corporate insolvency resolution process or liquidation process under this Code and fulfils the requirements specified in this section, against whom such an action may be taken under such law as may be applicable. (3) Subject to the provisions contained in sub-sections (1) and (2), and notwithstanding the immunity given in this section, the corporate debtor and any person who may be IA-7/2025 in IB-130/ND/2024 Page 19 of 58
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nd any person who may be IA-7/2025 in IB-130/ND/2024 Page 19 of 58
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required to provide assistance under such law as may be applicable to such corporate debtor or person, shall extend all assistance and co-operation to any authority investigating an offence committed prior to the commencement of the corporate insolvency resolution process.]” 35. As in the Resolution Plan submitted by the SRA, there is change in management and control of the Corporate Debtor and as such change satisfies the condition stipulated under Section 32A of the Code, therefore, the benefit of the immunity under section 32A of the code will be applicable to the Resolution Applicant. 36. That in the fact and circumstances as detailed above, the Resolution Professional under CoC member have taken guidance from the judgment passed by the Hon'ble Supreme Court in the matter of Arcellor Mittal India Pvt. Ltd. Vs. Satish Kumar Gupta (Civil Appeal Nos.9402-9405 OF 2018), wherein, it has been held that the only reasonable construction of the code is the balance to be maintain between timely completion of the CIRP and the Corporate Debtor otherwise being put into the Liquidation and if there is a Resolution Applicant who can continue run the Corporate Debtor as a going concern, every effort must be made to try and see that this is made possible.

g put into the Liquidation and if there is a Resolution Applicant who can continue run the Corporate Debtor as a going concern, every effort must be made to try and see that this is made possible. In fact and circumstances of the case the Applicant has examined the Resolution Plan and have certified Resolution Plan as being compliant of IBC 2016. The Applicant is filing the present Application under Section 30(6) & 31 of the Code read with Regulation 39 of the CIRP Regulation for approval of Resolution Plan by this Adjudicating Authority. 37. That the Registered valuers as appointed and subsequently ratified by the CoC had submitted their reports providing the fair IA-7/2025 in IB-130/ND/2024 Page 20 of 58
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and Liquidation Value of the Assets of the Corporate Debtor. The summary of the valuation report is as under:

Copy of the Valuation Reports are annexed herewith and marked as ANNEXURE A-22(COLLY).” 3. The Resolution Plan has been enclosed as Annexure-18 to the application. As can be seen from the plan, it contains the provisions regarding payment of CIRP cost on priority. The relevant excerpt of the plan
reads thus:-
“6.1 TREATMENT OF CIRP COST The CIRP Costs (to the extent unpaid) on 'Actual basis shall be paid in priority to any other creditors of the Corporate Debtor within 45 days from the NCLT Approval Date.

1 TREATMENT OF CIRP COST The CIRP Costs (to the extent unpaid) on 'Actual basis shall be paid in priority to any other creditors of the Corporate Debtor within 45 days from the NCLT Approval Date. It is further clarified that unpaid CIRP costs shall be paid in priority to any other payment under the Resolution Plan. The CIRP Cost shall be paid as per applicable law.” 4. Ld. Counsel for the applicant submitted that the corporate debtor had no operational creditors. According to him, the RP received no claim from any workman also. The averments in this regard have been in clause 6.4 of the plan which reads thus:- IA-7/2025 in IB-130/ND/2024 Page 21 of 58
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“6.4 PROPOSAL FOR OPERATIONAL CREDITORS 6.4.1 Proposal towards Operational Creditors - Workmen and Employee: As per the Information Memorandum and based on latest data provided by the Resolution Professional, there are no claims filed by the Workmen and Employees of the CD. No claim of any other Workman / Employee will be entertained by the RA. It is further clarified that said amount will be paid, if any, according to the priority order outlined in Section 30(2) and Regulation 38 of the CIRP Regulations, along
with Section 53 of the IBC. 6.4.2 Proposal towards Operational Creditors -
Government Dues related to workmen i.e.

er outlined in Section 30(2) and Regulation 38 of the CIRP Regulations, along
with Section 53 of the IBC. 6.4.2 Proposal towards Operational Creditors -
Government Dues related to workmen i.e. EPFO, Gratuity, ESI and Retrenchment Compensation: These payments will be prioritized as per Sections 30(2), Regulation 38 of the CIRP Regulations, and Section 53 of the IBC, without impacting the amounts owed to Secured Financial Creditors. 6.4.3 Operational Creditors relating to all Statutory / Government Liabilities: Although the RP has not informed the RA about the Liquidation Value of the CD as per the provisions of the Code and CIRP Regulations, however as per the estimates of the RA the Liquidation Value of the CD in any case shall not be sufficient to repay the debt of even the Secured Financial Creditors and therefore, the liquidation value applicable to OCs in terms of sub clauses (i) and (ii) to section 30(2)(b) as mentioned above, would in all likelihood be NIL. As such, the Resolution Applicant proposes to pay NIL Amount to all Statutory / Government Labilities (other than EPFO, IA-7/2025 in IB-130/ND/2024 Page 22 of 58
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lities (other than EPFO, IA-7/2025 in IB-130/ND/2024 Page 22 of 58
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Gratuity, ESI) in full and final settlement of all their dues / claims. Further, it is clarified that upon approval of this Resolution Plan by the Hon'ble NCLT, all the Statutory /Government liabilities (if any) relating to the period up to the Effective Date (whether assessed or not assessed, disputed or undisputed, disclosed or undisclosed, reflected in the Balance Sheet or not) in relation to dues of whatever nature due to any Tax Authorities including Entertainment Tax, Property Tax, Entry Tax, Sales Tax, GST, VAT, Income Tax, MAT, Service Tax, Custom Duty or any other tax or duty or cess as applicable to the CD; any State Govt., Central Govt., Semi Government, Public Sector Undertaking; Development Authorities, Development Bodies or any other local Municipal Corporation / authorities, whether specifically mentioned in this Resolution Plan or not; with regard to which, the claims have been filed/ not filed/verified/not verified/admitted or not; shall stand terminated/waived/written off and extinguished in full and no liability/ dues shall be payable by the CD/RA to these creditors/claimants. 5. It is also the submission made on behalf of the applicant that the corporate debtor had no dissenting financial creditor.

lity/ dues shall be payable by the CD/RA to these creditors/claimants. 5. It is also the submission made on behalf of the applicant that the corporate debtor had no dissenting financial creditor. The stand in this regard has been taken in Clause 6.3 of the plan which is reproduced herein below:- “6.3 PROPOSAL FOR DISSENTING FINANCIAL CREDITORS The Dissenting Financial Creditors who do not vote in favour of this Resolution Plan, shall be duly paid the amount as per the section 30(2)(b) read with section 53 of the Code and as per Sub Section (2) of Section 21 of the Code, shall be paid in IA-7/2025 in IB-130/ND/2024 Page 23 of 58
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priority over Financial Creditors who voted in Favor of the Plan. In this regard, the financial creditors who abstains from voting shall also be considered as "Dissenting FC." The payments to be made to Dissenting Secured Financial Creditors will be made as per the payment schedule given in the Resolution Plan in preference to the payment to the assenting Financial Creditors.” 6. Ld counsel for the applicant contended that the plan contain sufficient provision regarding its implementation. Our attention is drawn to clause 6.13 of the plan to espouse that the SRA is capable to implement the
plan.

cant contended that the plan contain sufficient provision regarding its implementation. Our attention is drawn to clause 6.13 of the plan to espouse that the SRA is capable to implement the
plan. The clause 6.13 including notes 1 & 2 thereunder reads thus:-

“Notes: IA-7/2025 in IB-130/ND/2024 Page 24 of 58
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Subject to change based on payment amount towards Gratuity, ESI, other Regulatory Fee and more than estimated retrenchment compensation as per legal obligation.
Funds shall be brought in by the RA or its nominees by way of their internal sources. It is stated that overall responsibility of arranging funds and to pay the Resolution Amount lies with the Resolution Applicant. In the event, any assignee is introduced by the RA, then RA ensure that such assignee shall be 29A compliant. 29A compliance may be checked by MC/lenders as well. The Resolution Applicant manages assets totalling USD 622.93 million (approximately INR 5,229 crore), as detailed in point 18 of the Notes to the Financial Statements for the year ending December 31,
In addition to this, the Resolution Applicant has access to additional committed funds from clients that can be drawn upon as needed. Currently, the company holds USD 15 million (about INR 126 crore) in cash from clients available for investment. Furthermore, the Resolution Applicant generates annual fee income from its existing AUM, which contributes additional funding capacity.

R 126 crore) in cash from clients available for investment. Furthermore, the Resolution Applicant generates annual fee income from its existing AUM, which contributes additional funding capacity. For the year 2023, the company reported a profit of nearly USD 7 million (around INR 58 crore).” 7. Clause 8.9 & 8.10 of the Resolution Plan specifically provides for steps in the direction of implementation of plan. The clauses reads thus:- “8.9 MANAGEMENT OF CD POST TRANSFER DATE 8.9.1 Within 45 days from the NCLT Approval date all the existing Directors of the CD shall be deemed to have demitted office and shall stand removed as Directors of the CD and the Resolution Applicant shall appoint two directors on the Board of Directors of CD ("Reconstituted Board of Directors of CD" or "Reconstituted BoD") which would consist of two nominees of IA-7/2025 in IB-130/ND/2024 Page 25 of 58
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nsist of two nominees of IA-7/2025 in IB-130/ND/2024 Page 25 of 58
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RA and accordingly, the business of CD shall be carried on by the new management. It is further clarified that Monitoring Committee which will be formed on the NCLT Approval Date will supervise the operations of the CD from the NCLT Approval Date till its Dissolution as per clause 8.8 above. 8.9.2 SFC continue to have charge over assets of the CD till the payment of Resolution Amount as specified in the Resolution Plan. 8.9.3 The Registrar of the Companies will remove the names of the existing Directors of the CD on presentation of the order of the Hon'ble NCLT approving this Resolution Plan without any further act or deed on behalf of the existing Directors and permit the authorised Representative of the Reconstituted Board of Directors to file / upload the documents relating to their appointment as Directors. 8.9.4 On dissolution of monitoring committee, as mentioned in earlier chapters, the Reconstituted BoD shall assume their powers as per the provisions of the Companies Act, 2013. 8.10 INDICATIVE TIMELINE AND IMPLEMENTATION SCHEDULE The Resolution Plan shall be implemented in the following manner, as per the timelines stated below or as per applicable laws:

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per applicable laws:

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” 8. The provisions regarding Monitoring Committee and supervision of the plan are provided in clause 8.2 of the plan which reads thus:- “8.2 SUPERVISION BY MONITORING COMMITTEE (MC) Monitoring Committee will come into force on the date of
approval of Resolution Plan by Hon'ble NCLT. Monitoring Committee will comprise Two members: An Insolvency Professional (IP) appointed by the Resolution Applicant (RA) who meets the qualifications of Section 29A of the IBC and One representative from the RA. 8.3 The MC shall supervise the implementation of the Resolution Plan and shall be required and entitled to do all such acts, deeds, matters and things as may be necessary, desirable, or expedient to implement and give effect to this Resolution Plan in accordance with its terms, and shall act under the supervision of NCLT. 8.4 The MC shall be vested with the powers of the Board of Directors as prescribed under the Companies Act, 2013 till the IA-7/2025 in IB-130/ND/2024 Page 27 of 58
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anies Act, 2013 till the IA-7/2025 in IB-130/ND/2024 Page 27 of 58
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control and management of the CD is handed over to the RA on or before Transfer Date. 8.5 The MC shall endeavour to take all decisions by simple majority. 8.6 The MC shall be entitled to make an application to the NCLT directing local law enforcement authorities and local district administration authorities to assist in the implementation of the Resolution Plan, if required. The FCS, MC, erstwhile management, employees, shareholders and other creditors or stakeholders shall, to the extent within their reasonable control, provide all the necessary cooperation as shall be required for obtaining the necessary regulatory approvals for implementation of this Resolution Plan. The existing promoter group and the current management team of the CD will undertake to do all such acts, deeds and things required by the MC including executing all documents as may be required for the purpose of implementation of the Resolution Plan. 8.7 The Cost of the Monitoring Committee would be paid by the RA on actual basis as may be negotiated / settled by mutual consent.” 9. The Ld. Counsel for the RP could draw our attention to the affidavit
under Section 29A of the IBC, 2016 filed on behalf of SRA. The affidavit is filed by Mr.

d / settled by mutual consent.” 9. The Ld. Counsel for the RP could draw our attention to the affidavit
under Section 29A of the IBC, 2016 filed on behalf of SRA. The affidavit is filed by Mr. Mukesh, on behalf of the SRA to declare that the SRA is not ineligible or disqualified to submit the plan in terms of the aforementioned provisions of the Code. The text of affidavit reads thus:- IA-7/2025 in IB-130/ND/2024 Page 28 of 58
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10. Ld. Counsel for the RP as also RP who is present virtually could draw our attention to deposit made by the SRA with Kotak Mahindra Bank as
performance security to implement the Resolution Plan. The relevant excerpt from entries from banker’s book (Kotak Mahindra Bank) which reads thus:-

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which reads thus:-

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11. The SRA accepted unconditionally, the terms and conditions of the Letter of Intent. The declaration made to the effect reads thus:-

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12. Ld. Counsel for the RP as also RP submitted that the corporate debtor does not owe any debt to any public or private bank. It is also their stand that no claim was submitted before RP by any Government Department including GST and Income Tax. According to them the plan is approved by the members of CoC with 100% vote shares. The financial IA-7/2025 in IB-130/ND/2024 Page 35 of 58
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te shares. The financial IA-7/2025 in IB-130/ND/2024 Page 35 of 58
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outlay and sources of funds mentioned in clause 6.13 of the plan has already been reproduced hereinabove. As per clause 7 of certificate given by the RP in Form-H the amount provided for the stakeholder is Rs. 50 Lakhs. The clause 7 reads thus:-

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13. The certificate also indicate that the Resolution Plan was approved by the CoC with 100% vote shares. Clause 5 of the certificate given by the RP in Form-H reads thus:-

14. As far as the amount provided for stakeholders under the Resolution Plan is concerned, it is stare decisis that it is the domain of commercial wisdom of the CoC to accept such distribution. It is made clear that we have not granted any relief and concession to the SRA/corporate debtor either in the process of implementation of plan or thereafter. In clause 9 of the certificate given by RP in Form-H he has certified that the Resolution Plan is in compliance of the provisions of Regulation 25(2)(h) Section 29A, Section 30(1), Section 30(2), Section 30(4), Section 31 and Regulation 38 of the IBBI (CIRP), Regulations, 2016.

olution Plan is in compliance of the provisions of Regulation 25(2)(h) Section 29A, Section 30(1), Section 30(2), Section 30(4), Section 31 and Regulation 38 of the IBBI (CIRP), Regulations, 2016. The relevant excerpt of the Plan reads
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thus:-

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15. As can be seen from clause 7.3 of the Resolution Plan, the SRA has stated that the plan is not in contravention of any law. Clause 7.3 of the plan reads thus: -

16. It is pertinent to note that in Part 10 of the Resolution Plan, the SRA has sought a number of reliefs and concessions. However the SRA has declared that he would implement the plan irrespective of denial of relief and
concessions. Part 10 of the plan reads thus:-
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17. Besides, we note that in terms of the judgment of Hon’ble Supreme Court in the case of Committee of Creditors of Essar Steel India Limited Through Authorised Signatory vs. Satish Kumar Gupta & Ors. [Civil Appeal No. 8766-67 of 2019], it is the subject matter of commercial wisdom of CoC to take decision regarding the amount of bid offered by SRA and the scope for this Tribunal to interfere on such issues is negligible. The above view was also reiterated by Hon’ble Supreme Court in Ebix Singapore Private Limited vs. Committee of Creditors of Educomp Solutions Limited & Anr. (Civil Appeal No. 3224 of 2020) wherein the Hon’ble Court ruled that the scope of examination of the application for approval of Resolution Plan by this Tribunal is confined to the provisions of Section 30(2) of IBC, 2016. Para 153 of the Judgment reads thus: - “153. Regulation 38(3) mandates that a Resolution Plan be feasible, viable and implementable with specific timelines.

ovisions of Section 30(2) of IBC, 2016. Para 153 of the Judgment reads thus: - “153. Regulation 38(3) mandates that a Resolution Plan be feasible, viable and implementable with specific timelines. A Resolution Plan whose implementation can be withdrawn at the behest of the successful Resolution Applicant, is inherently unviable, since open-ended clauses on modifications/withdrawal would mean that the Plan could fail at an undefined stage, be uncertain, including after approval by the Adjudicating Authority. It is inconsistent to postulate, on the one hand, that no withdrawal or modification is permitted after the approval by the Adjudicating Authority under Section 31, irrespective of the terms of the Resolution Plan; and on the other hand, to argue that the terms of the Resolution Plan relating to withdrawal or modification must be respected, in spite of the CoC’s approval, but prior to the approval by the Adjudicating Authority. The former position IA-7/2025 in IB-130/ND/2024 Page 44 of 58
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ity. The former position IA-7/2025 in IB-130/ND/2024 Page 44 of 58
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follows from the intent, object and purpose of the IBC and from Section 31, and the latter is disavowed by the IBC’s structure and objective. The IBC does not envisage a dichotomy in the binding character of the Resolution Plan in relation to a Resolution Applicant between the stage of approval by the CoC and the approval of the Adjudicating Authority. The binding nature of a Resolution Plan on a Resolution Applicant, who is the proponent of the Plan which has been accepted by the CoC cannot remain indeterminate at the discretion of the Resolution Applicant. The negotiations between the Resolution Applicant and the CoC are brought to an end after the CoC’s approval. The only conditionality that remains is the approval of the Adjudicating Authority, which has a limited jurisdiction to confirm or deny the legal validity of the Resolution Plan in terms of Section 30 (2) of the IBC.

ity that remains is the approval of the Adjudicating Authority, which has a limited jurisdiction to confirm or deny the legal validity of the Resolution Plan in terms of Section 30 (2) of the IBC. If the requirements of Section 30(2) are satisfied, the Adjudicating Authority shall confirm the Plan approved by the CoC under Section 31(1) of the IBC.” 18. As far as the issue of reliefs and concessions which fall in the jurisdiction of different Government Authorities, and/ or are subjected to the provisions of different laws for the time being in force are concerned, it is made clear that the amount payable by the SRA in terms of the plan to different creditors, stakeholders, and to keep the Corporate Debtor as a going concern cannot be subject to any condition, assumptions, relief/ concessions and/ or qualification. It also needs to be underlined that the provisions of Section 31(4) of IBC, 2016 mandates the Resolution Applicant to obtain the necessary approval required under any law for the time being in force within a period of one year from the date of approval of the IA-7/2025 in IB-130/ND/2024 Page 45 of 58
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date of approval of the IA-7/2025 in IB-130/ND/2024 Page 45 of 58
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resolution plan by the Adjudicating Authority under Section 31 of the IBC, 2016. In terms of the provisions of Section 14 of the Code even during the period of CIRP, no default in payment of current dues is a precondition for continuation of the License, Permit, Registration and similar rights. Thus, even during the moratorium period, some of the facilities forming part of the reliefs and concessions sought are made available to the CD only when there is no default in payment of the current dues. On approval of the Resolution Plan, the SRA/CD cannot be put on a better footing by exempting it from paying its legitimate dues under the law. For the sake of convenience, the explanation below Section 14 of the code is extracted below: “14. Moratorium. – (1) Subject to provisions of sub-sections (2) and (3), on the insolvency commencement date, the Adjudicating Authority shall by order declare moratorium for prohibiting all of the following, namely: - (a) ….. (b) ….. (c) ….. (d) the recovery of any property by an owner or lessor where such property is occupied by or in the possession of the corporate debtor.

all of the following, namely: - (a) ….. (b) ….. (c) ….. (d) the recovery of any property by an owner or lessor where such property is occupied by or in the possession of the corporate debtor.

Explanation.- For the purposes of this sub-section, it is hereby clarified that notwithstanding anything contained in any other law for the time being in force, a licence, permit, IA-7/2025 in IB-130/ND/2024 Page 46 of 58
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registration, quota, concession, clearance or a similar grant or right given by the Central Government, State Government, local authority, sectoral regulator or any other authority constituted under any other law for the time being in force, shall not be suspended or terminated on the grounds of insolvency, subject to the condition that there is no default in payment of current dues arising for the use or continuation of the license, permit, registration, quota, concession, clearances or a similar grant or right during the moratorium period;” (Emphasis Supplied) 19. In any case, in terms of the provisions of Sections 13 and 15 of the IBC 2016 read with Regulations 6, 6A, 7, 8, 8A, 9 and 9A of IBBI (Insolvency Resolution Process for Corporate Persons) Regulations 2016, all the claimants such as Operational Creditors, Financial Creditors, Creditors in Class, Workmen and Employees and other Creditors can raise their claims before the IRP/RP.

ons) Regulations 2016, all the claimants such as Operational Creditors, Financial Creditors, Creditors in Class, Workmen and Employees and other Creditors can raise their claims before the IRP/RP. The claims are dealt with by IRP in terms of the provisions of Section 18(1)(b) of the IBC, 2016 and by RP in terms of the provisions of Section 25(1)(b) thereof read with Regulations 12A, 13 and 14 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. Thereafter, the RP prepares an Information Memorandum in terms of the provisions of Regulation 36(2) of IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. The Memorandum contains inter alia a list of creditors containing the range of creditors, the amounts claimed by them, the amount of their claim admitted and the security interest if any in respect of such claims. As has been provided in IA-7/2025 in IB-130/ND/2024 Page 47 of 58
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As has been provided in IA-7/2025 in IB-130/ND/2024 Page 47 of 58
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Regulation 36(1) of the Regulations (ibid), the Information Memorandum is required to be submitted in electronic form to each member of CoC, on or before 95th day from the Insolvency commencement date. As has been provided in Regulation 36A of the Regulations the RP publish brief particulars of the invitation for Expression of Interest in Form G of Schedule I to the Regulations at the earliest i.e. not later than 60th day from the Insolvency commencement date, from interested and eligible Prospective Resolution Applicants to submit Resolution Plans. As can be seen from Regulation 36B of the Regulations, the RP shall issue Information Memorandum Evaluation Matrix (IMEM) and request for Resolution Plans, within 5 days of the date of issue of provisional list of eligible Prospective Resolution Applicants (required to be issued under Regulation 36A(10) of the Regulations). It is with reference to such Information Memorandum Evaluation Matrix that the RP issues request for Resolution Plan. The request for Resolution Plan details each step in the process and the manner and purposes of interaction between the Resolution Professional and the Prospective Resolution Applicant. The Resolution Plan submitted after consideration of the IMEM and RFRP is then examined by the Committee of Creditors.

between the Resolution Professional and the Prospective Resolution Applicant. The Resolution Plan submitted after consideration of the IMEM and RFRP is then examined by the Committee of Creditors. Nevertheless, it needs to satisfy the requirements of Regulation 37 and 38 of the extant Regulations. Once the plan is approved by the CoC, in terms of the provisions of Regulations 39 of the aforementioned Regulations, it virtually becomes a contract entered into between the CD represented through RP, SRA and the Creditors of the CD. On being approved by this IA-7/2025 in IB-130/ND/2024 Page 48 of 58
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Adjudicating Authority, by operation of Section 31(1) of the Code, the plan becomes binding on the Corporate Debtor and its employees, members, creditors (including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being enforced such as authorities to whom statutory dues are owed, guarantors and other stakeholders involved in the Resolution Plan. Thus, Section 31(1) of IBC, 2016, takes care of most of the relief/concession/waiver solicited by the Resolution Applicant.

owed, guarantors and other stakeholders involved in the Resolution Plan. Thus, Section 31(1) of IBC, 2016, takes care of most of the relief/concession/waiver solicited by the Resolution Applicant. 20. Besides, in terms of the provisions of Section 32A, for an offence committed prior to the commencement of the Corporate Insolvency Resolution Process, the liability of the CD ceases and the CD is not liable to be prosecuted from the date of approval of Resolution Plan by this Adjudicating Authority, if the Resolution Plan results in change of management or control of the CD to a person who was not promotor or in the management or control of the CD or a related party of such a person or a person with regard to whom the concerned Investigating Agency has reason to believe that he had abated or conspired for the commission of the offence and has submitted or filed a report or a complaint to the relevant statutory authority or Court. In such cases, where the prosecution is instituted against the CD, during CIRP, the CD stands discharged qua the same from the date of approval of the Resolution Plan. Nevertheless, every person who was a designated partner as defined in clause (j) of Section 2 of the Limited Liability Partnership Act, 2008, “an officer who is in default” as defined in IA-7/2025 in IB-130/ND/2024 Page 49 of 58
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n default” as defined in IA-7/2025 in IB-130/ND/2024 Page 49 of 58
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Clause (60) of Section 2 of Companies Act, 2013 or was in any manner in charge of, or responsible to the CD for the conduct of his business or associated with the CD in any manner and was directly or indirectly involved in the commission of an offence as per the report submitted or complaint filed by Investigating Agency shall continue to be liable to be prosecuted and punished for such an offence committed by the Corporate Debtor notwithstanding the Corporate Debtors’ liability ceases after approval of the plan. 21. In the wake of the provisions of Section 32A(2), no action is taken against the property of the Corporate Debtor in relation to an offence committed prior to the commencement of the Corporate Insolvency Resolution Process of the CD, where such property is covered under Resolution Plan approved by this Authority under Section 31, which result in the change in the control of the CD to a person who was not a promotor or in the management or control of the Corporate Debtor or related party of such person or a person with regard to whom the Investigating Agency has reason to believe that he had abated or conspired for commission of the offence and has submitted or filed a report or complaint to the relevant statutory authority or Court.

estigating Agency has reason to believe that he had abated or conspired for commission of the offence and has submitted or filed a report or complaint to the relevant statutory authority or Court.
22. The action against the property of the Corporate Debtor as referred to
in Section 32A of the Code includes the attachment, seizure, retention or confiscation under such law as may be applicable to the Corporate Debtor. One may also be not oblivious of the fact that in the backdrop of provisions IA-7/2025 in IB-130/ND/2024 Page 50 of 58
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of Section 31(3)(a) of the IBC, 2016, the moratorium order passed by the Adjudicating Authority under Section 14 ceases to have effect. In sum and substance, the SRA/CD would be entitled to no other relief/concession/waiver except those, which are available to it as per the provisions of Section 31(1) and 32A of IBC, 2016. 23. In clause 10 of the certificate, RP has stated that CIRP has been conducted as per the timeline indicated therein. The Clause 10 reads thus:-

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Clause 10 reads thus:-

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24. In clause 6.12 & 6.13 the plan, the SRA has given capital restructuring qua the corporate debtor and has provided that how the share capital would be dealt with the clause 6.13 and 6.13.2 of the plan reads thus:-

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25. As per Regulation 38(2)(d) of the CIRP Regulations, 2016, a resolution plan shall provide the manner in which the proceedings with respect to avoidance transactions and fraudulent/ wrongful trading is to be pursued and the manner in which the proceeds, if any, from such proceedings shall be distributed. In this regard, it is appropriate to note that as per Form – H given by the Applicant/ RP, no application filed under Sections 43, 45, 50 and 66 of the Code is pending. The relevant excerpt of Form- H reads thus:

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26.

Para 5.1 of the plan indicate that what was the cause of default. The

para 5.1 of the of the plan reads thus:-

27. Further, in compliance of Regulation 38(3)(b) of CIRP Regulations, 2016, the Resolution Plan under clause 5.4 also demonstrates as how the plan will be feasible and viable. The said clause reads thus: -
“5.4 FEASIBILITY AND VIABILITY OF THE PLAN The plan proposed by Resolution Applicant is in compliance with Insolvency and Bankruptcy Code, 2016 (IBC) and its regulations. Resolution Applicant has proposed the payment to the stakeholders which has been discussed in Financial Proposal Part. The resolution applicant and its technical team, to be introduced for the management of the affairs of the company, are quite experienced and technically capable 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.” 28. Regulation 38(1B) of CIRP Regulations, 2016 provides that a Resolution Plan shall include a statement giving details as to whether the SRA or any of its related parties have failed to implement or contributed to the failure of implementation of any other resolution plan approved by the
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on plan approved by the
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Adjudicating Authority at any time in the past. In this regard, a declaration has been given by the SRA in clause 7.4 of the plan, which reads thus: - “7.4 OTHER INFORMATION AS REQUIRED IN TERMS OF THE CIRP REGULATIONS The Resolution Applicant confirms that neither the Resolution Applicant nor any of its related parties have failed to implement or contributed to the failure of implementation of any other resolution plan approved by the NCLT at any time in the past.” 29. In any case, the SRA has also stated in the Resolution Plan that the plan is unconditional. Relevant excerpt of the same reads thus: -
“10.16 That the Resolution Applicant shall unconditionally and irrevocably implement the Resolution Plan and shall not back out at any time from implementation of Resolution plan during its tenures if any relief or concession as asked for in the resolution plan is not granted by the Hon'ble National Company Law Tribunal in pursuant to the provision of the Insolvency and Bankruptcy Code, 2016.” 30. It is further directed that the SRA shall implement the plan as per the timelines indicated in the Resolution Plan. 31. In the backdrop of aforementioned factual position, discussion, analysis and findings, the IA-7/2025 filed by the Applicant/ RP for approval of the Resolution Plan is allowed.

esolution Plan. 31. In the backdrop of aforementioned factual position, discussion, analysis and findings, the IA-7/2025 filed by the Applicant/ RP for approval of the Resolution Plan is allowed. The Plan submitted by the SRA, certified by the RP by issuing a certificate in prescribed form viz. Form “H”, is approved. IA-7/2025 in IB-130/ND/2024 Page 55 of 58
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32. As a sequel, we issue the following directions: -
i. The approved Resolution Plan shall become effective from the date of passing of this Order and shall be implemented strictly as per the term of the plan and implementation schedule given in the Plan;
ii. The SRA/CD would be entitled to no other reliefs/ concessions/waivers except those are available/permissible to it as per the provisions of Section 31(1) and 32A of IBC, 2016. The SRA is at liberty to approach the relevant authorities who would consider these claims as per the provisions of the relevant law in an expeditious manner; iii. Following steps would be taken in terms of the resolution plan: -

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the resolution plan: -

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iv. The order of the moratorium in respect to the corporate debtor passed by this Adjudicating Authority under Section 14 of the IBC,
2016 shall cease to have effect from the date of passing of this Order; v. The SRA shall act in terms of the provisions of Section 31(4) of IBC 2016; vi. The Monitoring Committee shall file progress report regarding implementation of the Plan before this Tribunal, every month; vii. The RP shall forward all the records relating to the conduct of the CIRP and the Resolution Plan to the IBBI for its record and database; viii. The RP shall also forthwith send a copy of this order to the participants and the Resolution Applicant. He would also send a copy of this order to the ROC concerned within 15 days of this order; ix. The RP shall intimate each claimant about the principle or formulae, as the case may be, for payment of debts under the Plan; x. The SRA would file the specific affidavit regarding the breakup of the funds. In the affidavit the SRA would also mention about its latest financial condition. The affidavit would be supported by the latest statutory balance-sheets/documents. 33. The Court Officer and Resolution Professional (RP) shall forthwith make available/send a copy of this Order to the CoC and the Successful Resolution Applicant (SRA) for immediate necessary compliance.

Court Officer and Resolution Professional (RP) shall forthwith make available/send a copy of this Order to the CoC and the Successful Resolution Applicant (SRA) for immediate necessary compliance.
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34. A copy of this order shall also be sent by the Court Officer and Applicant to the IBBI and RoC for their record.

          Sd/-                                                            Sd/-

(REENA SINHA PURI) (ASHOK KUMAR BHARDWAJ)
MEMBER (T) MEMBER (J) IA-7/2025 in IB-130/ND/2024 Page 58 of 58
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