30th June, 2025 Approval of Resolution Plan - PCL Foods Private Limited [I.A/40/ND/2024 in CP (IB) No. 225/ND/2023] (2.39 MB)

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C.P.(IB) No.:225/ND/2023 Order Delivered on: 12.06.2025 IN THE NATIONAL COMPANY LAW TRIBUNAL NEW DELHI BENCH-V

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CP (IB) NO.: 225/ND/2023 [Under Section 30(6) and 31 of the Insolvency and Bankruptcy Code, 2016 read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016]

IN THE MATTER OF

EMKEY COMMERCIAL COMPANY LIMITED …APPLICANT/FINANCIAL CREDITOR

Versus

PCL FOODS PRIVATE LIMITED …RESPONDENT/CORPORATE DEBTOR

AND

IN THE MATTER OF:

RAKESH DUGAR RESOLUTION PROFESSIONAL OF M/S. PCL FOODS PRIVATE LIMITED

                                                                                           …APPLICANT 

CORAM: SHRI MAHENDRA KHANDELWAL, HON’BLE MEMBER (JUDICIAL)
SHRI SUBRATA KUMAR DASH, HON'BLE MEMBER (TECHNICAL)

APPEARANCES:
For the Applicant :
For the RP : Mr. Rakesh Dugar, RP; Mr. Aishvary Vikram, Mr. Lucky Sharma, Advs.

MEMBER (JUDICIAL)
SHRI SUBRATA KUMAR DASH, HON'BLE MEMBER (TECHNICAL)

APPEARANCES:
For the Applicant :
For the RP : Mr. Rakesh Dugar, RP; Mr. Aishvary Vikram, Mr. Lucky Sharma, Advs.

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ORDER PER: SUBRATA KUMAR DASH, MEMBER (TECHNICAL)

1. The present application, i.e., I.A./40/2024 has been filed under Section 30(6) read with section 31(1) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as ‘the Code’) read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (hereinafter referred to as ‘CIRP Regulations’) on behalf of Mr. Rakesh Dugar, Resolution Professional (hereinafter referred to as ‘Applicant’) of M/s. PCL Foods Private Limited (hereinafter referred to as ‘Corporate Debtor’), seeking approval of the Resolution Plan submitted by Mr. Pankaj Lunawat (hereinafter referred to as ‘Successful Resolution Applicant’) and approved by the Committee of Creditor (hereinafter referred to as ‘CoC’) in its 7th meeting through e-voting.

2. Facts as averred by the Applicant in I.A./40/ND/2024 a) The Applicant submits that the Corporate Insolvency Resolution Process was initiated against M/s. PCL Foods Private Limited, i.e., Corporate Debtor by this Adjudicating Authority vide order dated 21.12.2023 in the matter bearing C.P.(IB) No.:25/ND/2023, an application filed by Emkey Commerical Company Limited under Section 7 of the Code and Mr.

this Adjudicating Authority vide order dated 21.12.2023 in the matter bearing C.P.(IB) No.:25/ND/2023, an application filed by Emkey Commerical Company Limited under Section 7 of the Code and Mr. Rakesh Dugar was appointed as the Interim Resolution Professional (IRP) of the Corporate Debtor vide the aforementioned Order. Thereafter, Mr. Rakesh Dugar was appointed as Resolution Professional in 1st CoC Meeting held on 25.01.2024. b) In the interregnum, the Interim Resolution Professional had issued public announcement vide Form-A on 30.12.2023 which was published in Financial Express in English edition & in Jansatta in Hindi edition– Delhi NCR edition. Pursuant to the same, the Interim Resolution Professional received various claims from the Financial Creditors. The list of claims received by the Interim Resolution Professional is extracted below:

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c) The Applicant, i.e., Mr. Rakesh Dugar was approved to be appointed as Resolution Professional by the members of CoC during their 1st meeting held on 25.01.2024. d) The Applicant called and convened second CoC Meeting on 16.02.2024; wherein CoC approved the appointment of Registered valuers for the ongoing CIRP. CoC further asked the Applicant herein to invite quotation for the appointment of Transaction Auditor. e) Thereafter, CoC took on record the list of creditors during 3rd meeting of CoC held on 12.03.2024. Additionally, it was recorded that Mr. Vinay Choraria as an assistant.

f Transaction Auditor. e) Thereafter, CoC took on record the list of creditors during 3rd meeting of CoC held on 12.03.2024. Additionally, it was recorded that Mr. Vinay Choraria as an assistant. The CoC discussed the matter of conducting a forensic audit and decided to keep the matter in abeyance till the valuation report is received and then it will decide on the requirement of the forensic audit.
f) Further, the 4th meeting of CoC was held on 20.03.2024 wherein Resolution Professional discussed the aspect of issuance of the appointment letter to CA Rajendra Sethia & Mr. Pranav Kr. Chakrabarty for appointment as valuers for the valuation of securities and financial assets in the matter of Corporate Debtor on 19.02.2024. The Resolution Professional further stated about the quotations received from PADAM DINESH & CO. to conduct a transaction audit which was subsequently approved by the CoC. g) Thereafter, 5th meeting of the CoC was held on 15.05.2024 wherein the CoC discussed the transaction audit report which stated that there was no adverse remark by the transaction auditor. The CoC considered, approved, and took on record the transaction audit report. Additionally, the fair value and the liquidated

h stated that there was no adverse remark by the transaction auditor. The CoC considered, approved, and took on record the transaction audit report. Additionally, the fair value and the liquidated

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value amounting to Rs.14,79,437/- and Rs.11,88,224/- respectively as per the valuation report of Mr. Rajendra Sethia, was accepted by the CoC. h) The Applicant proceeded to publish Form-G for inviting Expressions of Interest from prospective resolution applicant on 08.05.2024 in Financial Express and Jansatta newspapers in English and Hindi editions respectively. According to the same, the last date for the submission of the Expressions of Interest is 23.05.2024. Pursuant to the said FORM-G, the Applicant has received Expression of Interest from 3 PRAs, which has been recorded in 6th CoC meeting conducted on 23.05.2024. To that effect, the Applicant herein had opened a new bank account as the then existing account had become dormant due to lack of transactions therein.
i) In the 7th CoC meeting held on 03.06.2024, it was noted that Resolution Professional requested all the three applicants to execute Confidentiality Agreement on which two (02) of the total applicants executed the Confidentiality Agreement, namely, M/s. Subhlaxmi Investment Advisory Private Limited and Mr. Pankaj Lunawat. Thereafter, Resolution Professional requested the two applicants to finally confirm their Interest on which only Mr. Pankaj Lunawat provided his consent.

ry Private Limited and Mr. Pankaj Lunawat. Thereafter, Resolution Professional requested the two applicants to finally confirm their Interest on which only Mr. Pankaj Lunawat provided his consent. j) Thereafter, 8th meeting of CoC was held on 27.06.2024 wherein the CoC discussed the resolution plan along with other documents and security deposit received from the Prospective Resolution Applicant. Resultantly, the CoC approved the resolution plan of Mr Pankaj Lunawat and asked the Resolution Professional to call a CoC meeting in which the Resolution Applicant shall also be present for a final round of discussion and negotiation.
k) The Resolution Professional expressed that they had received a hard copy of the resolution plan, affidavit and undertaking from the resolution applicant along with a cheque bearing no.:000180 dated 24.06.2024 drawn on HDFC bank for Rs.3,00,000/- towards deposit. l) As per the consensus of the members of CoC during 8th CoC meeting held on 27.06.2024, 9th CoC meeting was held on 01.07.2024 wherein the members discussed the terms and conditions and implementation plan with the resolution applicant at length and finalised the same. It is submitted that the members also

d on 01.07.2024 wherein the members discussed the terms and conditions and implementation plan with the resolution applicant at length and finalised the same. It is submitted that the members also

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negotiated the price on which the resolution applicant agreed and increased the price form Rs.31,00,000/- to Rs.41,00,000/- in addition to the CIRP cost. m) The 10th meeting of CoC was held on 12.07.2024 in the continuation of the 9th meeting, wherein the Prospective Resolution Applicant, Mr. Pankaj Lunawat was also present, and the CoC had asked the resolution applicant to provide a revised resolution plan incorporating the terms of the negotiations occurred. To that effect, the Resolution Professional circulated the revised resolution plan to the CoC on 04.07.2024 through e-mail. Accordingly, the members of CoC approved the revised resolution plan by 100% vote. n) It has been observed that this Adjudicating Authority granted an extension for the period of ninety (90) days from 18.06.2024, i.e., upon the conclusion of the period of CIRP vide Order dated 02.07.2024. It is submitted that the instant application was filed on 02.08.2024, which is filed within the extension granted by this Adjudicating Authority. o) This Adjudicating Authority vide Order dated 03.04.205, directed that the addendum can only be filed if it is so approved by the Resolution Professional as well as the CoC. It was further recorded that the suspended management had no objection, if the said plan is approved by the CoC.

nly be filed if it is so approved by the Resolution Professional as well as the CoC. It was further recorded that the suspended management had no objection, if the said plan is approved by the CoC. p) Thus, the CoC, in its commercial wisdom, in its 11th meeting dated 22.04.2025 approved the Resolution Plan submitted by Mr. Pankaj Lunawat along with addendum with 100% voting in favour in terms of section 30(4) of the Code.

3. We have heard the submissions made by the Ld. Counsel for the Applicant and have carefully gone through the documents produced on record in conjunction with the averments tendered therein.
4. In view of Section 31 of the Code, this Adjudicating Authority before approving the Resolution Plan is required to examine whether the Resolution Plan which is approved by the CoC under Section 30 (4) of the Code meets the requirements as referred to under Section 30 (2) of the Code.
   Section 30 (2) is quoted below: -
   “(2) The resolution professional shall examine each Resolution Plan received by him to confirm that each Resolution Plan –

to under Section 30 (2) of the Code.
Section 30 (2) is quoted below: -
“(2) The resolution professional shall examine each Resolution Plan received by him to confirm that each Resolution Plan –

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(a) provides for the payment of insolvency resolution process costs in a manner specified by the Board in priority to the payment of other debts of the corporate debtor;
(b) provides for the payment of debts of operational creditors in such manner as may be specified by the Board which shall not be less than-
(i) the amount to be paid to such creditors in the event of a liquidation of the corporate debtor under section 53; or (ii) the amount that would have been paid to such creditors, if the amount to be distributed under the Resolution Plan had been distributed in accordance with the order of priority in sub-section (1) of section 53,
whichever is higher, and provides for the 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, which shall not be less than the amount to be paid to such creditors in accordance with sub- section (1) of section 53 in the event of a liquidation of the corporate debtor. Explanation 1. — For removal of doubts, it is hereby clarified that a distribution in accordance with the provisions of this clause shall be fair and equitable to such creditors.
Explanation 2.

Explanation 1. — For removal of doubts, it is hereby clarified that a distribution in accordance with the provisions of this clause shall be fair and equitable to such creditors.
Explanation 2. — For the purpose of this clause, it is hereby declared that on and from the date of commencement of the Insolvency and Bankruptcy Code (Amendment) Act, 2019, the provisions of this clause shall also apply to the corporate insolvency resolution process of a corporate debtor-
(i) where a Resolution Plan has not been approved or rejected by the Adjudicating Authority; (ii) where an appeal has been preferred under section 61 or section 62 or such an appeal is not time barred under any provision of law for the time being in force; or
(iii) where a legal proceeding has been initiated in any court

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against the decision of the Adjudicating Authority in respect of a Resolution Plan;]
(c) provides for the management of the affairs of the Corporate debtor after approval of the Resolution Plan;
(d) The implementation and supervision of the Resolution Plan;
(e) does not contravene any of the provisions of the law for the time being in force
(f) conforms to such other requirements as may be specified by the Board. Explanation.

the Resolution Plan;
(e) does not contravene any of the provisions of the law for the time being in force
(f) conforms to such other requirements as may be specified by the Board. Explanation. — For the purposes of clause (e), if any approval of shareholders is required under the Companies Act, 2013 (18 of 2013) or any other law for the time being in force for the implementation of actions under the Resolution Plan, such approval shall be deemed to have been given and it shall not be a contravention of that Act or law.]”

SCOPE OF JUDICIAL REVIEW ON COMMERCIAL WISDOM OF COMMITTEE OF CREDITORS IN RESPECT OF APPROVAL OF RESOLUTION PLAN 5. Hon’ble Supreme Court, in many judgments, has considered the scope of the judicial review by this Adjudicating Authority while considering the resolution plan which has been approved by the Committee of Creditors. 5.1. In so far as the approval of the resolution plan is concerned, this Adjudicating Authority is not sitting on an appeal against the decision of the Committee of Creditors and this Adjudicating Authority is duty bound to follow the judgment of the Hon’ble Supreme Court in the matter of K. Sashidhar v. Indian Overseas Bank (2019) 12 CC 150, wherein the scope and interference of the Adjudicating Authority in the process of the approval of the Resolution Plan is elaborated as follows: “35.

har v. Indian Overseas Bank (2019) 12 CC 150, wherein the scope and interference of the Adjudicating Authority in the process of the approval of the Resolution Plan is elaborated as follows: “35. 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 percent of voting share of financial creditors. Even in that enquiry, the grounds on which the adjudicating authority can reject the resolution plan is

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in reference to matters specified in Section 30(2), when the resolution plan does not conform to the stated requirements. Reverting to Section 30(2), the enquiry to be done is in respect of whether the resolution plan provides : (i) the payment of
insolvency resolution process costs in a specified manner in priority to the repayment of other debts of the corporate debtor, (ii) the repayment of
the debts of operational creditors in prescribed manner, (iii) the management of the affairs of the corporate debtor, (iv) the implementation and
supervision of the resolution plan, (v) does not contravene any of the provisions of the law for the time being in force, (vi) conforms to such other requirements as may be specified by the Board. The Board referred to is established under Section 188 of the I&B Code. The powers and functions of the Board have been delineated in Section 196 of the I&B Code.

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.” 5.2. Further, the Hon’ble Supreme Court of India in the matter of Committee of Creditors of Essar Steel India Limited vs. Satish Kumar Gupta & Ors., Civil Appeal No. 8766-67 of 2019, vide its judgment dated 15.11.2019 has observed as follows: “38.

the matter of Committee of Creditors of Essar Steel India Limited vs. Satish Kumar Gupta & Ors., Civil Appeal No. 8766-67 of 2019, vide its judgment dated 15.11.2019 has observed as follows: “38. This Regulation fleshes out Section 30(4) of the Code, making it clear that ultimately it is the commercial wisdom of the Committee of Creditors which operates to approve what is deemed by a majority of such creditors to be the best

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resolution plan, which is finally accepted after negotiation of its terms by such Committee with prospective resolution applicants.” 5.3. Further, the Hon’ble Supreme Court in the matter of Jaypee Kensington Boulevard Apartments Welfare Association v. NBCC (India) Limited, (2022) 1 SCC 401 has held as under: “107.1. 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.

n 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.”
(emphasis supplied)

The above view of the Hon’ble Supreme Court in Jaypee Kensington Boulevard Apartments Welfare Association v NBCC {India) Limited (Supra) is reaffirmed by the Hon’ble Supreme Court in its recent decision dated 21.11.2023 in the case of Ramkrishna Forgings Limited Vs Ravindra Loonkar, Resolution Professional of ACIL Limited & Anr., 2022 SCC OnLine SC 2142.

5.4. Additionally, Hon’ble Supreme Court, in their judgment dated 01.04.2024 passed in Piramal Capital and Housing Finance Limited (Formerly known as Dewan Housing Finance Corporation Limited) Vs 63 Moons Technologies Limited & Ors., Civil Appeal Nos. 1632-1634 Of 2022 has examined the issue of scope of Judicial Review in the matter of approval of Resolution Plan. After analysing all the aforementioned judgments and other judgments, Hon’ble Supreme Court has stated as under: “42. In view of the above legal position settled by this Court in the fleet of judgments, it is no more res integra that the legislature has given paramount

le Supreme Court has stated as under: “42. In view of the above legal position settled by this Court in the fleet of judgments, it is no more res integra that the legislature has given paramount

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importance to the “commercial wisdom” of CoC, and that the scope of the judicial review by the Adjudicating Authority (NCLT) is limited to the extent provided under Section 31, and that of the Appellate Authority (NCLAT) is limited to the extent provided under sub-section (3) of Section 61 of the IB Code… 43. While considering the feasibility and viability of the Prospective Resolution Plans, the CoC can always suggest a modification therein and exercise its commercial wisdom. However, once the RP is approved by the requisite majority of CoC, and when such RP is placed before the Adjudicating Authority for its approval under Section 31, the Adjudicating Authority has to only see whether such RP as approved by the CoC meets the requirements as referred to in Section 30(2). It is only where the Adjudicating Authority is satisfied that the RP does not confirm to the requirements of sub-section (1) of Section 31, it may by an order reject the RP.

d to in Section 30(2). It is only where the Adjudicating Authority is satisfied that the RP does not confirm to the requirements of sub-section (1) of Section 31, it may by an order reject the RP. It is true that the NCLT has to decide all the questions on law or fact arising out of or in relation to the insolvency resolution or liquidation under the residuary jurisdiction vested in NCLT under Section 60(5), however as held in Essar Steel (supra), such residual jurisdiction does not in any manner impact Section 30(2) of the Code, which circumscribes the jurisdiction of the Adjudicating Authority, when it comes to the confirmation of RP, as has been mandated by Section 31(1) of the Code.” 6. Thus, from the judgments cited supra, it is amply clear that only limited judicial review is available to the Adjudicating Authority under Section 30(2) read with Section 31 of the Code, 2016 and this Adjudicating Authority cannot venture into the commercial aspects of the decisions taken by the committee of the creditors. 7. In light of the abovementioned law laid down by the Hon’ble Supreme Court, we now examine the resolution plan proposed in the instant application.
SALIENT FEATURES OF THE RESOLUTION PLAN 8. The salient features of the resolution plan submitted by Mr. Pankaj Lunawat (hereinafter referred to as ‘Successful Resolution Applicant’) and approved by the

NT FEATURES OF THE RESOLUTION PLAN 8. The salient features of the resolution plan submitted by Mr. Pankaj Lunawat (hereinafter referred to as ‘Successful Resolution Applicant’) and approved by the

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Committee of Creditor (‘CoC’) in its 7th meeting held on 03.06.2024 and thereafter, the addendum approved during 11th CoC meeting held on 22.04.2025, are as follows: a) The composition of CoC was never changed and has remained the same, the details of which are mentioned hereinbelow:

b) The Applicant had appointed two registered valuers during the 2nd CoC meeting; after which the members of the CoC approved the report submitted by Mr. Rajendra Sethia was approved during 5th CoC meeting held on 16.05.2024. The details concerning the valuation of the Corporate Debtor are mentioned hereinbelow:

c) Pursuant to Form-G, three Expressions of Interest were submitted to the Resolution Professional. However, the Resolution Professional asked the three applicants, who had submitted their Expression of Interests concerning the Corporate Debtor to execute Confidentiality Agreement to which two (02) of the total applicants responded with the Confidentiality Agreement, namely, M/s. Subhlaxmi Investment Advisory Private Limited and Mr. Pankaj Lunawat.

onfidentiality Agreement to which two (02) of the total applicants responded with the Confidentiality Agreement, namely, M/s. Subhlaxmi Investment Advisory Private Limited and Mr. Pankaj Lunawat.

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Thereafter, Resolution Professional requested the two applicants to finally confirm their Interest on which only Mr. Pankaj Lunawat provided his consent. d) The Resolution Professional has stated that the Corporate Debtor is a going concern within the meaning of Section 5(26) of the Code and the Resolution Plan so approved by the CoC, maintains the Corporate Debtor as a going concern. e) During the hearing on 03.04.2025 relating to the instant application, this Adjudicating Authority pointed out that certain clauses in the originally submitted resolution plan appeared to be conditional in nature. Therefore, to ensure full compliance herein, the Resolution Applicant had revised and re-submitted the resolution plan along with an Addendum outlining the changes made to the original clauses, the details of which are mentioned hereinbelow:

(THIS SPACE IS LEFT INTENTIONALLY BLANK)

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4
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f) It is pertinent to mention herein that the Resolution Plan had undergone revision which was subsequently approved by the CoC members during 11th CoC meeting; and thereafter, the same has been placed on record by way of an Affidavit dated 07.05.2025 before this Adjudicating Authority. g) The Resolution Applicant provides for a total corpus of Rs.41,00,000/- plus actuals for the CIRP costs ascertained after the approval of the resolution plan. The said pay-out consisted of payment of CIRP Cost, payment to Unsecured Financial Creditors. The RA proposed Rs.41,00,000/- against the admitted claim of Rs.1,44,16,443/- for unsecured financial Creditors. It is pertinent to mention herein that there is an Income Tax Liability of the Corporate Debtor to the tune of Rs.32,41,49,331/- as mentioned in the Notice issued under Section 250 of Income Tax Act, 1961. However, the Resolution Professional has not received any claim from the Income Tax Department for the said liability. Similarly, as per the Notice of CST Authority, there is aggregate liability to the tune of Rs.5,19,113/- against the Corporate Debtor for which no claim has been submitted before the Resolution Professional. Accordingly, the details of the aforesaid payments, as mentioned in the revised Compliance Certificate of Form-H, is mentioned hereinbelow:

has been submitted before the Resolution Professional. Accordingly, the details of the aforesaid payments, as mentioned in the revised Compliance Certificate of Form-H, is mentioned hereinbelow:

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h) The summary of Financial Proposal presented in accordance with the present resolution plan, is mentioned hereinbelow:

(THIS SPACE IS INTENTIONALLY LEFT BLANK)

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i) The Applicant has also provided with the schedule of the payments to be made as per the Resolution Plan, the details of which are mentioned hereinbelow:

j) The Resolution Applicant has categorically stated that for the resolution of the Corporate Debtor, the Resolution Applicant will infuse funds from its own sources. The last 3 (three) years of Financial Statement and Return on Investment of the Resolution Applicant has been submitted along with this

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Plan.

its own sources. The last 3 (three) years of Financial Statement and Return on Investment of the Resolution Applicant has been submitted along with this

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Plan. It is further observed that the Successful Resolution Applicant furnished a Net-Worth Certificate dated 19.05.2025 for elaborating upon his sources of funds, the details of which are mentioned hereinbelow:

k) The Resolution Professional has certified vide revised Form-H regarding the compliances with various provisions of Section 30, and the same is extracted below along with paragraph as well as page numbers at which same appears in the said Resolution Plan: Section Provisions under Section 30(2) of the Code Compliance under Resolution Plan 30(2)(a) provides for the payment of insolvency resolution process costs in a manner specified by the Board in priority to the payment of other debts of the corporate debtor; YES
Paragraph No.: 3.2 of Part II, Page-16 30(2)(b) provides for the payment of debts of operational creditors in such manner as may be specified by the Board: i. the amount payable in liquidation under section 53, or ii. the amount payable if the resolution plan’s distribution NA

creditors in such manner as may be specified by the Board: i. the amount payable in liquidation under section 53, or ii. the amount payable if the resolution plan’s distribution NA

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followed the priority order in section 53(1); iii. For financial creditors who reject the resolution plan, payment must be at least what they’d receive in liquidation under section 53(1) 30(2)(c) provides for management of affairs of the Corporate Debtor after the approval of the Resolution Plan YES Achedule-2, Page-45 30(2)(d) The manner of implementation and supervision of the resolution plan YES
Paragraph no.: 5.2 of Part-III, Page-30 30(2)(e) A Declaration to the effect that the resolution plan is not in contravention of provisions of applicable laws YES Paragraph 7 of Part III, Page-30 30(2)(f) Confirms to the requirement as specified by the Board and CIRP Regulations as specified herein YES Paragraph 7 of Part III, Page-30

l) The Resolution Professional has certified, vide revised Form-H regarding the compliances with various mandatory provisions as specified under the Regulations of IBBI CIRP Regulations 2016, and the same is extracted below along with paragraph as well as page numbers at which same appears in the said Resolution Plan: Regulation Provisions under said Regulations of IBBI CIRP Regulations 2016. Compliance under Resolution Plan 38(1) The amount due to the operational creditors under the resolution plan NA

Regulation Provisions under said Regulations of IBBI CIRP Regulations 2016. Compliance under Resolution Plan 38(1) The amount due to the operational creditors under the resolution plan NA

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has been given priority in payment over financial creditors 38(1A) The resolution plan includes a statement as to how it has dealt with the interests of all stakeholders Part-II, Page-15 38(1B) Neither the Resolution Applicant nor any of its related parties has failed to implement or contribute to the failure of implementation of any resolution plan approved under the Code. If applicable, the Resolution Applicant shall submit a statement giving details of any such non- implementation NO

Sr.10, Page-30 38(2)(a) A resolution plan shall provide the term of the plan and its implementation schedule; YES

Paragraph-4, Page-27 38(2)(b) A resolution plan shall provide the management and control of the business of the corporate debtor during its term; and YES Paragraph-5, Page-28 38(2)(c) A resolution plan shall provide adequate means for supervising its implementation YES Paragraph-5.2, Page-29 38(2)(d) provides for the manner in which proceedings in respect of avoidance transactions, if any, under Chapter III or fraudulent or wrongful trading under Chapter VI of Part II of the Code, will be pursued after the approval of the resolution plan and the manner in which the proceeds, if any, from such proceedings shall be distributed.

ding under Chapter VI of Part II of the Code, will be pursued after the approval of the resolution plan and the manner in which the proceeds, if any, from such proceedings shall be distributed. No Application under Section 43, 45, 49, 50 & 66 has been filed by the Resolution Professional 38(3)(a) A resolution plan shall demonstrate that – it addresses the cause of default; YES

Paragraph-11, Page-30

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38(3)(b) A resolution plan shall demonstrate that – it is feasible and viable; YES

Paragraph-11, Page-30 38(3)(c) A resolution plan shall demonstrate that – it has provisions for its effective implementation; YES

Paragraph-11, Page-30 38(3)(d)

A resolution plan shall demonstrate that – it has provisions for approvals required and the timeline for the same; and YES

Paragraph-11.1, Page-30 Paragraph-11.2, Page-30 38(3)(e) A resolution plan shall demonstrate that – the resolution applicant has the capability to implement the resolution plan YES

Paragraph-6 read with Paragraph-11.4,
Page-30 39(4) The details for Performance Security received, as referred to sub- regulation (4A) of Regulation 36B YES Cheque bearing cheque No.: 000002 for Rs.3,00,000/- dated 24.06.2024, which was encashed on 06.07.2024

m) It has been observed that no claims have been filed before the Resolution Professional with regards to the Provident Fund liability.

000/- dated 24.06.2024, which was encashed on 06.07.2024

m) It has been observed that no claims have been filed before the Resolution Professional with regards to the Provident Fund liability. Similarly, the Resolution Professional, through the discharge of his duties, has reached the conclusion that no transactions classified as preferential, undervalued, fraudulent or wrongful transactions have been ascertained in the present application.
n) It has been observed that the Committee has approved a plan providing for contribution under regulation 39Bas under: i. Estimated liquidation cost: Rs.6,00,000/- ii. Estimated liquid assets available: Rs.12,51,406/- iii. Contribution required to be made: NIL iv. Financial Creditor-wise contribution is as under: NA

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o) The Applicant stated that the Resolution Applicant is not a promoter or in the management or control of the Corporate Debtor or a related party of such a person. Thus, the SRA is eligible to avail relief under Section 32A of the Code, 2016. p) The Applicant has attached a copy of affidavit dated 03.07.2024 under Section 29A of the Insolvency and Bankruptcy Code, 2016 along with furnishing Compliance Certificate in Form-H submitted by the Applicant. q) It has been observed that no Operational Creditor has filed claims before the Resolution Professional and they are not included in the list of claims filed for the purpose of the said Resolution Plan.

has been observed that no Operational Creditor has filed claims before the Resolution Professional and they are not included in the list of claims filed for the purpose of the said Resolution Plan. r) It has been observed that the Successful Resolution Applicant has submitted the revised Compliance Certificate in the Form-H by way of the Declaration dated 20.05.2025 in accordance with the amendment dated 03.04.2025 issued by the Insolvency and Bankruptcy Board of India. The summary for realisable amount under the said Resolution Plan, as mentioned in the Compliance Certificate in Form-H, has been reiterated as under:

9. On perusal of documents provided with the Application and the facts asserted by the Resolution Professional, it is noted that the Resolution Plan has been approved by the Committee of Creditors (CoC) with a 100% majority vote as submitted by Mr. Pankaj Lunawat. Specifically, the Liquidation Value of the Corporate Debtor

the Resolution Plan has been approved by the Committee of Creditors (CoC) with a 100% majority vote as submitted by Mr. Pankaj Lunawat. Specifically, the Liquidation Value of the Corporate Debtor

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stands at Rs.11,88,224/-, while the Resolution Plan amounts to Rs.41,00,000/-. The CoC, exercising its commercial wisdom, approved the revised resolution plan after considering all relevant facts and circumstances of the case.

10. The applicant has prayed for number of waivers, reliefs and concessions in the Resolution Plan as mentioned in Clause No.:22 of the Convenience Performa as submitted by the Successful Resolution Applicant. As to the relief and concessions sought in the resolution plan, by taking into consideration the decision of the Hon’ble Supreme Court in the matter of Embassy Property Development Private Limited v. State of Karnataka & Ors. in Civil Appeal No. 9170 of 2019, we direct the Successful Resolution Applicant to file necessary application before the necessary forum/authority in order to avail the necessary relief and concessions, in accordance with respective laws. The relevant part of the judgement is reproduced herein below:

“39. Another important aspect is that under Section 25 (2) (b) of IBC, 2016, the resolution professional is obliged to represent and act on behalf of the corporate debtor with third parties and exercise rights for the benefit of the corporate debtor in judicial, quasi-judicial and arbitration proceedings. Section 25(1) and 25(2)(b) reads as follows: “25.

ate debtor with third parties and exercise rights for the benefit of the corporate debtor in judicial, quasi-judicial and arbitration proceedings. Section 25(1) and 25(2)(b) reads as follows: “25. Duties of resolution professional – (1) It shall be the duty of the resolution professional to preserve and protect the assets of the corporate debtor, including the continued business operations of the corporate debtor.
(2) For the purposes of sub-section (1), the resolution professional shall undertake the following actions: (a)………….

(b) represent and act on behalf of the corporate debtor with third parties, exercise rights for the benefit of the corporate
debtor in judicial, quasi-judicial and arbitration proceedings.” This shows that wherever the corporate debtor has to exercise rights in judicial, quasi-judicial proceedings, the resolution professional cannot short-circuit the same and bring a claim before NCLT taking advantage of Section 60(5).

40. Therefore in the light of the statutory scheme as culled out from various provisions of the IBC, 2016 it is clear that wherever the

a claim before NCLT taking advantage of Section 60(5).

40. Therefore in the light of the statutory scheme as culled out from various provisions of the IBC, 2016 it is clear that wherever the

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corporate debtor has to exercise a right that falls outside the purview of the IBC, 2016 especially in the realm of the public law, they
cannot, through the resolution professional, take a bypass and
go before NCLT for the enforcement of such a right.”

In the light of the decision of the Hon’ble Supreme Court in the Embassy Property Development Private Limited (Supra), as to the relief and concessions sought in Clause 4.8 of the Resolution Plan, it is clarified that this Adjudicating Authority is not inclined towards granting any such relief prayed for except for what is provided in the Code itself. However, the Successful Resolution Applicant may approach and file the necessary application before the necessary forum/authority in order to avail the necessary relief and concessions, in accordance with respective laws.

IMPLEMENTATION OF RESOLUTION PLAN 11. After the perusal of the Final Resolution Plan and its addendum submitted by the Successful Resolution Applicant along with the mandatory compliances filed by the Applicant herein, we are of the view that:

11.1.

of the Final Resolution Plan and its addendum submitted by the Successful Resolution Applicant along with the mandatory compliances filed by the Applicant herein, we are of the view that:

11.1. In respect of compliance regarding Regulation 39(4) of the CIRP Regulations, the Applicant has filed a compliance certificate in Form-H, certifying that the Resolution Plan submitted by the Successful Resolution Applicant meets the requirements as laid down in various sections of the Code and the CIRP Regulations and there are sufficient provisions in the Plan for its effective implementation as required under the Code. Further, an affidavit has been obtained from the Successful Resolution Applicant stating that he is eligible under the provisions of Section 29A of the Code, 2016. 11.2. In view of the above discussion, this Adjudicating Authority is satisfied that the Resolution Plan as filed and explained by the SRA meets the requirement of Section 30(2) of IBC. 11.3. The Resolution Applicant has provided the indicative timeline of events for implementation of the Resolution Plan at Page No. 245, which is reproduced as under:

nt of Section 30(2) of IBC. 11.3. The Resolution Applicant has provided the indicative timeline of events for implementation of the Resolution Plan at Page No. 245, which is reproduced as under:

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11.4. The said Resolution Plan has proposed a timeline for obtaining relevant approvals from the requisite authorities. It is pertinent to note herein that while Section 31(4) of the Code delineates the period of one year from the date of approval of the resolution plan by the Adjudicating Authority under sub- section (1) or within such period as provided for in such law, whichever is later, in order to obtain the necessary approval required under any law for the time being in force; however, the Successful Resolution Applicant has undertaken to obtain the said approvals from the relevant authorities within the period of ninety (90) days from the approval of the said Resolution Plan by this Adjudicating Authority. 11.5. While approving the resolution plan as mentioned above, it is clarified that the resolution applicant shall pursuant to the resolution plan approved under section 31(1) of the Code, 2016, obtain all the necessary approvals as may be required under any law for the time being in force within the period as provided for in such law.

oved under section 31(1) of the Code, 2016, obtain all the necessary approvals as may be required under any law for the time being in force within the period as provided for in such law.

12. In the Resolution Plan, it is mentioned that the powers concerning the control of the Corporate Debtor vests with the Resolution Professional which will be then transferred to the alleged new Board of Directors once the said Resolution Plan is approved by this Adjudicating Authority. Thereafter, the Resolution Applicant shall be in control and management of affairs of the Corporate Debtor.

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12.1. Further, the correct implementation of the said Resolution Plan shall be performed by the Monitoring Committee from the date the said Resolution Plan gets approved. Pursuant to the aforementioned approval, the Monitoring Committee shall comprise of Resolution Professional or any other Insolvency Professional, one designated representative of the creditors and one designated representative of the Resolution Applicant and the said Committee shall be formed within one day from the communication of the order approving the said Resolution Plan.
12.2. The Monitoring Committee shall oversee the implementation of the Resolution Plan. It shall assist to maintain Corporate Debtor as a going concern with business in good health, in trust, in furtherance of sale of the Corporate Debtor to the Resolution Applicant and no other Person or stakeholder.

ain Corporate Debtor as a going concern with business in good health, in trust, in furtherance of sale of the Corporate Debtor to the Resolution Applicant and no other Person or stakeholder.

13. The Resolution Applicant reserves the right to streamline/restructure its holding in the Corporate Debtor and/or the operations, assets, liabilities, and/or businesses of the Corporate Debtor or any of their undertakings through arrangements, reconstructions, restructurings, mergers, sale of assets or securities or any other form of reorganization, renegotiation of existing agreements or arrangements, at any date after the Plan Effective Date. It is clarified that the same shall be done in consensus with the Monitoring Committee.

14. Therefore, in our considered view, there is no impediment to giving approval to the instant Resolution Plan. Accordingly, we hereby approve the Resolution Plan, which shall be binding on the corporate debtor and its employees, shareholders of the corporate debtor, creditors including the Central Government, any State Government or any local authority to whom statutory dues are owed, Successful Resolution Applicant and other stakeholders involved. In view of the above, I.A. 40/ND/2024 stands allowed.

15. It is declared that the moratorium order passed by this Adjudicating Authority under Section 14 of the Code shall cease to have effect from the date of pronouncement of this order.

allowed.

15. It is declared that the moratorium order passed by this Adjudicating Authority under Section 14 of the Code shall cease to have effect from the date of pronouncement of this order.

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16. The Resolution Professional shall forward all records relating to the Corporate Insolvency Resolution Process of the corporate debtor and the Resolution Plan to IBBI to be recorded in its database in terms of Section 31(3) (b) of the Code. The Resolution Professional is further directed to hand over all the records, premises, and properties of the corporate debtor to the Successful Resolution Applicant to ensure a smooth implementation of the resolution plan.

17. The approved Resolution Plan shall become effective from the date of passing of this order. The Approved Resolution Plan shall be a part of this order, subject to our observations regarding concessions, reliefs and waivers sought therein.

18. The Monitoring Committee is directed to file the monthly status report with regard to the implementation of the approved plan before this Adjudicating Authority.

In view of the above, the I.A./40/ND/2024 stands approved in terms of the aforesaid discussion and is accordingly disposed off.

Let the copy of the order be served to the parties.

thority.

In view of the above, the I.A./40/ND/2024 stands approved in terms of the aforesaid discussion and is accordingly disposed off.

Let the copy of the order be served to the parties.

Sd/- Sd/-
(SUBRATA KUMAR DASH) (MAHENDRA KHANDELWAL)
MEMBER (TECHNICAL) MEMBER (JUDICIAL)