14th November, 2025 Approval of Resolution Plan - Ananya Wood Private Limited [I.A (IB) (Plan) No. 15/KB/2025 in CP (IB) No. 284/KB/2022] (3.17 MB)
In force — no superseding record on file.
1
I.A (IB) (Plan) No.15/KB/2025
In
C.P (IB) No.284/KB/2022
IN THE NATIONAL COMPANY LAW TRIBUNAL
KOLKATA BENCH-II, KOLKATA
I.A (IB) (PLAN) NO. 15/KB/2025 In CP (IB) NO. 284/KB/2022
Under Section 30(6) of Insolvency and Bankruptcy Code, 2016 r/w Regulation 39(4) of The Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016
IN THE MATTER OF:
CP(IB) No. 284/KB/2022
CANARA BANK
……Financial Creditor
VERSUS
ANANYA WOOD PRIVATE LIMITED
……Corporate Debtor
IN THE MATTER OF:
IA(IBC)(Plan) No.15/KB/2025
MR. ANIL AGGARWAL, Resolution Professional
In
of Ananya Wood Private Limited
REGN No. IBBI/IPA-001/IP-P00270/2017-18
Office at Unit No. 503, 5th Floor,
1865, Rajdanga Road, Kolkata-700107
……Applicant
Date of Pronouncement: 13.11.2025
Coram:
Shri. Labh Singh, Hon’ble Member (Judicial)
Ms. Rekha Kantilal Shah, Hon’ble Member (Technical)
APPEARANCES:
For Resolution Professional: Mr Shaunak Mitra Ld. Advocate
Mr. Siddarth Makkar Ld. Advocate
Mr. Raja Patwar, Ld. Advocate
Mr. Anil Aggarwal RP
For SRA Ms.
hnical)
APPEARANCES:
For Resolution Professional: Mr Shaunak Mitra Ld. Advocate
Mr. Siddarth Makkar Ld. Advocate
Mr. Raja Patwar, Ld. Advocate
Mr. Anil Aggarwal RP
For SRA Ms. Puja Shah Learned Advocate
O R D E R Labh Singh, Member (Judicial) 1.The present Application has been filed by Shri Anil Aggarwal the Resolution Professional (hereinafter to be referred as “the applicant”) of M/s Ananya Wood Private Limited ( Page 2 of 46
In
hereinafter to be referred as the “Corporate Debtor”), under
Sections 30(6) and 31(1) of the Insolvency and Bankruptcy
Code, 2016 ( hereinafter to be referred as “ the IBC Code”)
read with Regulation 39(4) of the Insolvency and Bankruptcy
Board of India (Insolvency Resolution Process for Corporate
Persons) Regulations, 2016 (“CIRP Regulations”), seeking the
approval of the resolution plan of Kaushalya Township Private
Limited (“the Successful Resolution Applicant”).
Brief about the Corporate Debtor and CIRP
2.The Corporate Debtor- Ananya Wood Private Limited (CIN:
U20200WB2005PTC106200) is a Private Company incorporated on
18.12.2005
registered
with
the
Registrar
of
Companies,
Kolkata, having registered office at Raikva, 3A, Rammohan
Mullick Garden Lane, 4th Floor, Room No-10, P.S- Beliaghata,
Kolkata- 700010, carrying business of manufacture of products
of wood, cork, straw and plaiting materials.
3.The Company Petition No. CP (IB) No.
en Lane, 4th Floor, Room No-10, P.S- Beliaghata,
Kolkata- 700010, carrying business of manufacture of products
of wood, cork, straw and plaiting materials.
3.The Company Petition No. CP (IB) No. 284/KB/2022 was filed by
the Canara Bank, Financial Creditor, against Ananya Wood
Private Limited, Corporate Debtor to initiate Corporate
Insolvency Resolution Process (“CIRP”) under section 7 of IBC,
2016 which was admitted vide order dated 02.02.2024 and and
Shri Anil Aggarwal was appointed as the Interim Resolution
Professional.
4.The Applicant made public announcement on 05.02.2024 in
Business Standard, English (All India Edition) and Ekdin,
Page 3 of 46
In
Bengali (West Bengal Edition) newspaper in accordance with
section
13(1)(b)
read
with
Regulation
6
of
the
CIRP
Regulation,
regarding initiation of Corporate Insolvency
Resolution Process and for inviting all the creditors of
Ananya Wood Private Limited to submit their claim to the
Applicant and last date of submission was 16.02.2024.
Constitution of Committee of Creditors:
5.The applicant, being resolution professional, constituted
Committee of Creditors with the following members and filed
report about constitution of the CoC before the Adjudicating
Authority on 23.02.2024.
SL.No Name
of
Secured
Financial
Creditor
Voting Share (%)
1.
State Bank of India
77.56%
2.
Canara Bank
22.44%
6.Thereafter, revised CoC was constituted on 29.05.2024 with the
following creditors as members:
SL.No Name
of
Secured
Financial
Creditor
Voting Share (%)
1.
6%
2.
Canara Bank
22.44%
6.Thereafter, revised CoC was constituted on 29.05.2024 with the
following creditors as members:
SL.No Name
of
Secured
Financial
Creditor
Voting Share (%)
1.
State Bank of India
72.95%
2.
Canara Bank
16.75%
Page 4 of 46
In 3. Bank of Baroda 10.30%
Publication of Form ‘G’
7.On 26.06.2024, Form G was published and the last date of
submission of Expression of Interest was fixed 11.07.2024.
Thereafter, Form G was again published on 23.07.2024 which
was further extended till 07.08.2024.
Collation of Claims
8.The total amount claimed and admitted as available in IBBI
website (Version-4) dated 31.03.2025 are summarized as under:
Sl.No Category of
Creditor
No of
Claim
Claim
Received
(Rs)
Claim
Admitted
(Rs)
% Share
in Total
Amount
of
Claims
Admitted
1.
Secured
financial
creditors
(other than
financial
creditors
belonging
2
75,13,68,871.38
75,13,68,871.38
36.26
Page 5 of 46
In
to
any
class
of
creditors)
2.
Unsecured
financial
creditors
(other than
financial
creditors
belonging
to
any
class
of
creditors)
3
121,39,84,440.75 121,39,84,440.75 58.58
3.
Operational
creditors
(Government
Dues)
2
72,58,78,305.66
42,58,025.00
0.21
4.
Operational
creditors
(other than
Workmen and
Employees
and
1
15,83,30,429.00
10,28,11,966.56
4.96
Page 6 of 46
creditors
(Government
Dues)
2
72,58,78,305.66
42,58,025.00
0.21
4.
Operational
creditors
(other than
Workmen and
Employees
and
1
15,83,30,429.00
10,28,11,966.56
4.96
Page 6 of 46
In Government Dues) Total 8 284,95,62,046.79 207,24,23,303.69 100
Appointment of Registered Valuers & Valuation Report 9.It is submitted that the Resolution Professional, in discharge his duty in terms of Regulation 27 read with Regulation 35 of the CIRP Regulations, appointed two registered valuers on 11.03.2024 to determine the fair value and liquidation value of the corporate debtor of Plant and Machinery (P&M) and Securities & Financial Assets (SFA). The summary statement of valuation reports along with valuation reports furnished by the registered valuers is annexed at pages 519-607 to the application. The summery statement of valuation reports is as under:
10. It is submitted that the average fair value and the liquidation value of the corporate debtor as mentioned in Form H is as under: Page 7 of 46
statement of valuation reports is as under:
10. It is submitted that the average fair value and the liquidation value of the corporate debtor as mentioned in Form H is as under: Page 7 of 46
In
a) Fair Value= Rs. 11,62,87,656.
b) Liquidation Value= Rs. 9,57,33,973.
CIR Process and its Compliances:
11.In compliance with Section 29 of the IBC Code 2016 read with
Regulation 36 of the CIRP Regulations, the Applicant prepared
the Information Memorandum (“IM”) containing the details
related to matters listed in Regulation 36(2)(a) to (1) of the
CIRP Regulations. In accordance with the provisions of
Regulation 36(4) of the CIRP Regulations, the IM was shared
with the members of the constituted CoC upon procuring an
undertaking of confidentiality from the members.
12.In compliance of the Regulation 36A (1) of the CIRP
Regulations, the Resolution Professional issued a public
announcement on 26.06.2024 and again on 23.07.2024, by way of
“Form G” in the public newspaper for inviting the Expression
of Interest (“EoI”) from the Prospective Resolution Applicants
(“PRAs”).
13.It is submitted that in response of the Form G, Four (4)
Prospective Resolution Applicants expressed their interest and
accordingly, in terms of Regulation 36A (12) of the CIRP
Regulations, the final list of eligible Prospective Resolution
Applicants was issued on 01.09.2024.
14.Further, it is submitted that in accordance with Regulation
36(B) (3) of the CIRP Regulations, the RP issued Request for
Resolution
Plan
(“RFRP”),
Evaluation
Matrix
(“EM”)
and
Page 8 of 46
Further, it is submitted that in accordance with Regulation 36(B) (3) of the CIRP Regulations, the RP issued Request for Resolution Plan (“RFRP”), Evaluation Matrix (“EM”) and Page 8 of 46
In
Information Memorandum (“IM”) on 06.09.2024. The last date for
submission of the resolution plan was fixed on 21.12.2024 due
to the CoC's extensions granted on three occasions.
Evaluations and Voting:
15.It is asserted that Resolution Applicant M/s. Kaushalya
Township Private Limited submitted the resolution plan to the
Resolution Professional in response to the EoI and RFRP; and
the same was put up for approval before the CoC at its 21st
meeting convened on 27.05.2025 in terms of Section 30(6) of
the I&B Code read with Regulation 39(4) of the CIRP
Regulations. The Resolution Applicant furnished an amount of
Rs. 98,00,000(Rs. Ninety Eight Lakh Only) as EMD which is
accepted by the CoC at its 21st meeting.
16.The CoC, in its 21st CoC meeting convened on 27.05.2025, upon
due deliberation and discussion, found the plan of M/s.
Kaushalya Township Private Limited feasible and viable keeping
in view the fair value and liquidation value of the corporate
debtor and approved the Resolution Plan dated 23.05.2025, with
addendum dated 05.04.2025, 15.04.2025 and 21.04.2025 annexed
at page no. 448-503 of the present application, submitted by
the Resolution Applicant M/s. Kaushalya Township Private
Limited by 100% voting shares. Accordingly, the CoC declared
M/s.
Kaushalya
Township
Private
Limited
as
Successful
Resolution Applicant (“SRA”).
Page 9 of 46
/s. Kaushalya Township Private Limited by 100% voting shares. Accordingly, the CoC declared M/s. Kaushalya Township Private Limited as Successful Resolution Applicant (“SRA”). Page 9 of 46
In
17.It was resolved in the 21st CoC meeting that the Resolution
Applicant will furnish a Performance Bank Guarantee of 10%
within 15 days after approval of the resolution plan keeping
in view the undertaking given by the Resolution Applicant.
Further, the Resolution Professional issued a Letter of Intent
(“LoI”) to the SRA on 29.05.2025.
Compliance of the Resolution Plan submitted by the SRA with
various provisions under the I&B Code and CIRP Regulations:
18.Learned Counsel appearing for the RP contended that in terms
of Regulation 39(4) of the Insolvency and Bankruptcy Code
(Insolvency
Resolution
Process
for
Corporate
Persons)
Regulations, 2016, the RP has filed a Compliance Certificate
in the prescribed form i.e., Form “H”, annexed at pages
504-518 to the application.
19.It is submitted that the Successful Resolution Applicant has
met the criteria approved by the CoC having regard to the
complexity and scale of operations of the business of the
Corporate Debtor in terms of Section 25(h)(2) of the IBC Code
2016.
20.Further, it is submitted that the Successful Resolution
Applicant is eligible to submit a resolution plan in terms of
Section 29A of the IBC Code 2016 and accordingly, a
declaration has also been furnished by the SRA at page no
501-503 to the application.
Page 10 of 46
e to submit a resolution plan in terms of
Section 29A of the IBC Code 2016 and accordingly, a
declaration has also been furnished by the SRA at page no
501-503 to the application.
Page 10 of 46
In 21.Learned Counsel for the Resolution Professional further submitted the details of various compliances as envisaged within the IBC Code 2016 and the CIRP Regulations to which a Resolution Plan has been adhered to. Further, it is submitted that the Resolution Applicant has submitted its eligibility in terms of Section 30(1) of the IBC Code, 2016. 22.It is submitted that the resolution plan does not contravene any of the provisions of law for time being force. 23.It is submitted that in terms of Section 30(2) of the IBC Code, 2016, (as amended vide Amendment dated August 16, 2019) the Resolution Plan, submitted by SRA provides the details of various compliances as under: Page 11 of 46
In
Page 12 of 46
In
Page 13 of 46
In 24.It is further submitted that the details of compliance under the IBC Code and Regulation made thereon as provided under Form- H are extracted below:
Page 14 of 46
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Page 15 of 46
24.It is further submitted that the details of compliance under the IBC Code and Regulation made thereon as provided under Form- H are extracted below:
Page 14 of 46
In
Page 15 of 46
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About the SRA:
25.The SRA - M/s. Kaushalya Township Private Limited is a private
company incorporated on 05.12.2006, having registered office
at HB-170, Sector-III, Salt Lake, Kolkata – 700106, and is
involved in Real estate activities with owned or leased
property.
Financial Proposal proposed by the SRA:
26.The Resolution Plan submitted by the SRA contemplates a total
Resolution Plan amount to the tune of Rs. 9,80,00,000/-
against the total amount admitted by the RP to the tune of Rs.
2,07,24,23,303.69 /- and against the total amount claimed to
the RP of an amount of Rs. 2,84,95,62,046.79 /-, leading to
haircut of 95.27% in respect of claim admitted by the RP.
Page 16 of 46
In 27.It is stated that the payment of unpaid “CIRP Costs” will be “at actual” and will be paid in priority to any other creditors within timeline set out in Schedule-1 of the Resolution Plan. The RP shall notify the Resolution Applicant about the actual CIRP cost within seven (7) days from the approval date and the Resolution Applicant shall pay the CIRP cost within thirty (30) days from the sanction date prior to making any other payments. 28.Clause 3 of the Resolution Plan (at page 474 of the application) provides the financial proposal for all the stakeholders which is as under: Page 17 of 46
rior to making any other payments. 28.Clause 3 of the Resolution Plan (at page 474 of the application) provides the financial proposal for all the stakeholders which is as under: Page 17 of 46
In
29.The details of realisable amount under the resolution plan have been provided in Form-H furnished by the RP as under: Page 18 of 46
In
Page 19 of 46
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Implementation of the Resolution Plan:
30.The Resolution Applicant proposes to implement the resolution
plan in the following manners (Implementation Schedule):
Page 20 of 46
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31.The details of implementation of the resolution plan as provided in Form H is as follow: Page 21 of 46
In
On PUFE Transactions 32.Ld. Counsel submits that a PUFE Application under section 45 has been filed on 28.01.2025 before the Hon'ble Bench I.A 176 of 2025 wherein an amount of Rs 25,33,58,079 is sought to be recovered. It is to be noted that as stated in the resolution Page 22 of 46
been filed on 28.01.2025 before the Hon'ble Bench I.A 176 of 2025 wherein an amount of Rs 25,33,58,079 is sought to be recovered. It is to be noted that as stated in the resolution Page 22 of 46
In
plan, it shall be carried by the Secured Financial Creditors
after the approval of the plan and the proceeds shall be
distributed among them in proportionate to their voting share.
The Resolution Applicant has stated in the 1st Para of page no
498 of the application that “In the line with the RFRP, the
matter related to avoidance application shall be pursued by
the Secured Creditors after the approval of the Resolution
Plan and the proceeds of such avoidance application after
deducting the cost incurred in perusing the same shall be
distributed amongst the Secured Financial Creditors as per
their voting rights.” Further, 38(2)(d) of the CIRP Regulation
(as amendment on 14.06.2022) provides that the Resolution Plan
must clearly provide “who will handle PUFE application and how
the recovered money will be used.” Therefore, as stated in the
Resolution Plan, the PUFE application shall be carried by the
Secured Financial Creditors after the approval of the plan and
the proceeds shall be distributed among them in proportionate
to their voting share. The details of the PUFE application
are provided by the RP in Form-H and the table is extracted
below:
Page 23 of 46
eds shall be distributed among them in proportionate
to their voting share. The details of the PUFE application
are provided by the RP in Form-H and the table is extracted
below:
Page 23 of 46
In
33.Our Finding: I. In the above backdrop, we heard Mr Shaunak Mitra, Learned Counsel appearing for the Resolution Professional. He submits that the Resolution Plan meets the requirement of Section 30 (2) of the Code, as under:- a)Section 30 (2) (a) – The Resolution Plan 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. (Para 2.1.2 Page No 22 of plan) b)The Resolution Plan allocated Rs. 50,00,000 (at actual) towards unpaid CIRP costs which shall be paid in priority to other creditors within 30 days from the date of NCLT Order as per clause 2.1.3 of Part II of Section C of Plan. The Resolution Professional informed through supplementary affidavit dated 17.06.2025 that the estimated CIRP expenditure as on Page 24 of 46
er clause 2.1.3 of Part II of Section C of Plan. The Resolution Professional informed through supplementary affidavit dated 17.06.2025 that the estimated CIRP expenditure as on Page 24 of 46
In
31.05.2025 is Rs. 49,38,489 lacs and the same is
approved by the CoC in 21st meeting dated 27.05.2025.
II.
Section 30 (2) (b) – Provides for payment of debts of
operational creditors in such a manner as may be
specified by the Board in accordance with the order of
priority in sub-section (1) of section 53 (Para 2.6 and
-Page No- 471 of the application)
a)The liquidation value of the Corporate Debtor is Rs.
9,63,38,314.00 as per the average of the valuations
obtained by the Resolution Professional. As per the
liquidation value of the Corporate Debtor and the
waterfall mechanism provided under Section 53 of the
IBC Code 2016, no amount would be available / liable
to be paid to persons other than resolution process
cost, secured creditors.
b)The Resolution Applicant proposes to pay Rs.
5,00,000/- (Rupees Five lacs only) to the various
operational Creditors (government dues) within 30
days after the approval of the Resolution Plan by
the Adjudicating Authority or transfer date of the
Corporate Debtor and the payment shall be made in
proportion to their OC Debt due to them as verified
and admitted by the RP for the purposes of the CIRP.
The details are furnished hereunder:
Page 25 of 46
btor and the payment shall be made in
proportion to their OC Debt due to them as verified
and admitted by the RP for the purposes of the CIRP.
The details are furnished hereunder:
Page 25 of 46
In
c)No amount is proposed by the Resolution Applicant in respect of admitted liability of the operational creditor other than Government Dues and ESIC of Rs. 5 lakh. Even though, the point was covered in the Resolution Plan, no amount was proposed by the Resolution Applicant. III. As per the 31A (1) of the CIRP Regulation and approved by the members of the CoC in 21st CoC Meeting dated 27.05.2025, a regulatory fee calculated at the rate of 0.25% of the realisable value to creditors under the resolution plan approved under Section 31, shall be payable to the IBBI, where such realisable value is more than the liquidation value. Further, the RP informed the realisable value is more than the liquidation value and hence, the said percentage of the amount realised by the Page 26 of 46
Sr.
No.
Stakeholders Claim
Admitted(in
Rupees)
Amount
Proposed(in
Rupees)
1.
Commissioner
Commercial
Tax,
West
Bengal
41,36,193.00
3,78,168.00
ESIC 1,21,832.00 1,21,832.00 Total 42,58,025 5,00,000
Admitted(in
Rupees)
Amount
Proposed(in
Rupees)
1.
Commissioner
Commercial
Tax,
West
Bengal
41,36,193.00
3,78,168.00
ESIC 1,21,832.00 1,21,832.00 Total 42,58,025 5,00,000
In creditors has to be paid to the IBBI and same shall form part of the CIRP cost. IV. The Resolution Plan is in compliance of Regulation 38 of the Regulations in the following manner: a)Regulation 38(1)(a) of the CIRP Regulations 2016: The Plan provides for payment of Rs. 5,00,000/- to Operational Creditors to be paid on transfer date of the Corporate Debtor. (Para 2.6 Page No. 24 of the Resolution Plan Document). b)Regulation 38 (1) (b): The Resolution Applicant has undertaken that subject to the total amount allocated by the Resolution Applicant towards the secured financial creditors the dissenting secured financial creditors including those who have a right to vote and did not voted in favour of the Plan shall be paid in priority to the assenting financial creditors which shall not be less than the amounts to be paid to such creditors in accordance with the provision of section 53(i) in the event of the liquidation of the CD. The total liability of the Resolution Applicant towards the secured financial creditors shall be as restricted to this clause. (Clause 2.2.1(iii) Page No. 22 of Resolution Plan Document) However, there are no dissenting Financial Creditors. State Bank of India, Canara Bank and Bank Page 27 of 46
stricted to this clause. (Clause 2.2.1(iii) Page No. 22 of Resolution Plan Document) However, there are no dissenting Financial Creditors. State Bank of India, Canara Bank and Bank Page 27 of 46
In
of Baroda are the only Financial Creditor and an
amount of Rs. 9,55,00,000 less CIRP cost is proposed
to be paid within nine months of the NCLT Order.
c)Regulation 38 (1A): Declaration by the Resolution
Applicant that the Resolution Plan has considered
the interest of all the stakeholders of the
Corporate Debtor, keeping in view the objectives of
the Code. (Section-C, Clause 2 and Clause 18-page
No. 21-27 and 44 of the Resolution Plan Document).
d)Declaration by the Resolution Applicant that neither
the Resolution Applicant nor any of its related
party has either failed or contributed to the
failure of the implementation of any other approved
Resolution Plan. (Section-B, Para 7.1, page no. 17
of the plan).
V.
Now at this juncture we would like to refer relevant
judgments passed by Hon’ble Supreme Court regarding
approval of the resolution plan under the IBC framework.
VI.
In K. Sashidhar v. Indian Overseas Bank & Others (in
Civil Appeal No. 10673/2018) the Hon’ble Apex Court held
that, “if the CoC had approved the Resolution Plan by
requisite percent of voting share, then as per Section 30
(6) of the Code, it is imperative for the Resolution
Professional to submit the same to the Adjudicating
Authority. On receipt of such proposal, the Adjudicating
Page 28 of 46
as per Section 30 (6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority. On receipt of such proposal, the Adjudicating Page 28 of 46
In
Authority (NCLT) is required to satisfy itself that the
resolution plan as approved by CoC meets the requirements
specified in Section 30(2). No more and no less”.
VII.
The Hon’ble Supreme Court has further held at para 35 of
the above judgement that-
“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 in reference to matters
specified in Section 30(2), when the resolution plan does
not conform to the stated requirements.”
VIII.
The Hon’ble Supreme Court in Committee of Creditors of
Essar Steel India Limited Vs. Satish Kumar Gupta & Ors,
held that
“The limited judicial review available to AA has to be
within the four corners of section 30(2) of the Code.
Such review can in no circumstance trespass upon a
business decision of the majority of the CoC. As such the
Adjudicating Authority would not have power to modify the
Resolution Plan which the CoC in their commercial wisdom
have approved”.
Page 29 of 46
decision of the majority of the CoC. As such the Adjudicating Authority would not have power to modify the Resolution Plan which the CoC in their commercial wisdom have approved”. Page 29 of 46
In
IX.
The Hon’ble Supreme Court of India, in the recent ruling
Vallal RCK vs M/s Siva Industries and Holdings Limited &
Ors, has held as under-
“21. This Court has consistently held that the commercial
wisdom of the CoC has been given paramount status without
any judicial intervention for ensuring completion of the
stated processes within the timelines prescribed by the
IBC. It has been held that there is an intrinsic
assumption, that financial creditors are fully informed
about
the
viability
of
the
corporate
debtor
and
feasibility of the proposed resolution plan. They act on
the basis of thorough examination of the proposed
resolution plan and assessment made by their team of
experts. A reference in this respect could be made to the
judgments of this Court in the cases of K. Sashidhar v.
Indian Overseas Bank and Others, Committee of Creditors
of Essar Steel India Limited through Authorised Signatory
v. Satish Kumar Gupta and Others, Maharashtra Seamless
Limited v. Padmanabhan Venkatesh and Others, Kalpraj
Dharamshi and Another v. Kotak Investment Advisors
Limited and Another, and Jaypee Kensington Boulevard
Apartments Welfare Association and Others v. NBCC (India)
Limited and Others.
27. This Court has, time and again, emphasized the need
for minimal judicial interference by the NCLAT and NCLT
Page 30 of 46
s Welfare Association and Others v. NBCC (India) Limited and Others. 27. This Court has, time and again, emphasized the need for minimal judicial interference by the NCLAT and NCLT Page 30 of 46
In in the framework of IBC. We may refer to the recent observation of this Court made in the case of Arun Kumar Jagatramka v. Jindal Steel and Power Limited and Another: “95. ....However, we do take this opportunity to offer a note of caution for NCLT and NCLAT, functioning as the adjudicatory authority and appellate authority under the IBC respectively, from judicially interfering in the framework envisaged under the IBC. As we have noted earlier in the judgment, the IBC was introduced in order to overhaul the insolvency and bankruptcy regime in India. As such, it is a carefully considered and well thought out piece of legislation which sought to shed away the practices of the past. The legislature has also been working hard to ensure that the efficacy of this legislation remains robust by constantly amending it based on its experience. Consequently, the need for judicial intervention or innovation from NCLT and NCLAT should be kept at its bare minimum and should not disturb the foundational principles of the IBC.....” 34.The present resolution plan, when tested on the touch stone of the law laid down by the Hon’ble Apex Court, we are of the view that the instant resolution plan subject to our observations as below, satisfies the requirements of Section 30 (2) of the Code and Regulations 37, 38, 38 (1A) and 39 (4) of the Regulations. Page 31 of 46
nstant resolution plan subject to our observations as below, satisfies the requirements of Section 30 (2) of the Code and Regulations 37, 38, 38 (1A) and 39 (4) of the Regulations. Page 31 of 46
In 35.The RP have provided details of the pending Interlocutory Application against the Corporate Debtor in Form-H and the table is extracted below for convenience:
36.Further, we also found that the Resolution Applicant is eligible to submit the Resolution Plan under Section 29A of the Code and the same is attached in the application at Page No- 501-503. 37.Upon perusal of the documents on record, we are satisfied that the Resolution Plan submitted on 22.03.2025 (Amended), by Kaushalya Township Private Limited (Successful Resolution Applicant), annexed at pages 448-500 as Annexure 17, to the Page 32 of 46
In application, is in accordance with sections 30 and 31 of the I&B Code, 2016 and also complies with regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.
On the Statutory Obligations or Seeking Approvals from the Authorities: 38.As far as the question of granting time to comply with the statutory obligations or seeking approvals from authorities is concerned, the Resolution Applicant is directed to do so within one year from the date of this order, as prescribed under section 31(4) of the I&B Code. On the Reliefs, Waivers and Concessions: 39.We have perused the reliefs, waivers and concessions as sought and as provided in the Resolution Plan at page no-492-496.
ection 31(4) of the I&B Code. On the Reliefs, Waivers and Concessions: 39.We have perused the reliefs, waivers and concessions as sought and as provided in the Resolution Plan at page no-492-496. It is evident that some of the reliefs, waivers and concessions sought by the Resolution Applicant come within the ambit of the IBC Code 2016 and the Companies Act 2013, while many others fall under the power and jurisdiction of different government authorities/departments. This Adjudicating Authority has the power to grant reliefs, waivers and concessions only concerning the reliefs, waivers and concessions that are directly with the I&B Code and the Companies Act (within the powers of the NCLT). The reliefs, waivers and concessions that pertain to other governmental Page 33 of 46
In authorities/departments may be dealt with by the respective competent authorities/forums/offices, Government or Semi-Government of the State or Central Government concerning the respective reliefs, waivers and concession, whenever sought for. The competent authorities including the Appellate authorities may consider granting such reliefs, waivers and concessions keeping in view the spirit of the I&B Code, 2016 and the Companies Act, 2013. 40.It is almost trite and fairly well-settled that the Resolution Plan must be consistent with the extant law.
ssions keeping in view the spirit of the I&B Code, 2016 and the Companies Act, 2013. 40.It is almost trite and fairly well-settled that the Resolution Plan must be consistent with the extant law. The Resolution Applicant shall make necessary applications to the concerned regulatory or statutory authorities for the renewal of business permits and supply of essential services, if required, and all necessary forms along with filing fees etc. and such authority shall also consider the same keeping in mind the objectives of the Code, which is essentially the resolving the insolvency of the Corporate Debtor. 41.In this context, we would rely upon the judgment in Embassy Property Developments Pvt. Ltd. vs. State of Karnataka reported at MANU/SC/1661/2019: (2020) 13 SCC 308, wherein, the Hon’ble Apex Court has laid down that: “39. If NCLT has been conferred with jurisdiction to decide all types of claims to property, of the corporate debtor, Section 18(f)(vi) would not have made the task of the interim resolution professional in taking control and Page 34 of 46
tion to decide all types of claims to property, of the corporate debtor, Section 18(f)(vi) would not have made the task of the interim resolution professional in taking control and Page 34 of 46
In custody of an asset over which the corporate debtor has ownership rights, subject to the determination of ownership by a court or other authority. In fact an asset owned by a third party, but which is in the possession of the corporate debtor under contractual arrangements, is specifically kept out of the definition of the term "assets" under the Explanation to Section 18. This assumes significance in view of the language used in Sections 18 and 25 in contrast to the language employed in Section 20. Section 18 speaks about the duties of the interim resolution professional and Section 25 speaks about the duties of resolution professional. These two provisions use the word "assets", while Section 20(1) uses the word "property" together with the word "value". Sections 18 and 25 do not use the expression "property". Another important aspect is that Under Section 25(2)(b) of IBC, 2016, the resolution professional is obliged to represent and act on behalf of the corporate debtor with third parties and exercise rights for the benefit of the corporate debtor in judicial, 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, Page 35 of 46
(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, Page 35 of 46
In 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 corporate debtor has to exercise a right that falls outside the purview of the IBC, 2016 especially in the realm of the public law, they cannot, through the resolution professional, take a bypass and go before NCLT for the enforcement of such a right.” (Emphasis Added) 42.The reliefs sought for subsisting contracts/agreements can be granted, and no blanket orders can be granted in the absence of the parties to the contracts and agreements. On the Extinguishment of Claims: Page 36 of 46
subsisting contracts/agreements can be granted, and no blanket orders can be granted in the absence of the parties to the contracts and agreements. On the Extinguishment of Claims: Page 36 of 46
In 43.Concerning the waivers with regard to the extinguishment of claims which arose prior to the initiation of the CIR Process and which have not been claimed are granted in terms of the law laid down by the Hon’ble Apex Court in Ghanashyam Mishra and Sons Private Limited Vs. Edelweiss Asset Reconstruction Company Limited reported in (2021)9 SCC 657 that- “once a resolution plan is duly approved by the Adjudicating Authority Under Sub-section (1) of Section 31, the claims as provided in the resolution plan shall stand frozen and will be binding on the Corporate Debtor and its employees, members, creditors, including the Central Government, any State Government or any local authority, guarantors and other stakeholders. On the date of approval of resolution plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan.” (Emphasis Added) 44.Further, the relevant part of the Ghanshyam Mishra judgment (supra) in this regard is given below: “61. All these details are required to be contained in the information memorandum so that the resolution applicant is Page 37 of 46
anshyam Mishra judgment (supra) in this regard is given below: “61. All these details are required to be contained in the information memorandum so that the resolution applicant is Page 37 of 46
In aware, as to what are the liabilities, that he may have to face and provide for a plan, which apart from satisfying a part of such liabilities would also ensure, that the Corporate Debtor is revived and made a running establishment. The legislative intent of making the resolution plan binding on all the stakeholders after it gets the seal of approval from the Adjudicating Authority upon its satisfaction, that the resolution plan approved by CoC meets the requirement as referred to in Subsection (2) of Section 30 is, that after the approval of the resolution plan, no surprise claims should be flung on the successful resolution applicant. The dominant purpose is, that he should start with fresh slate on the basis of the resolution plan approved.” 62. This aspect has been aptly explained by this Court in the case of Committee of Creditors of Essar Steel India Limited through Authorised Signatory (supra). “107. For the same reason, the impugned NCLAT judgment [Standard Chartered Bank v. Satish Kumar Gupta] in holding that claims that may exist apart from those decided on merits by the resolution professional and by the Adjudicating Authority/Appellate Tribunal can now be decided by an appropriate forum in terms of Section 60(6) of the Code, also Page 38 of 46
merits by the resolution professional and by the Adjudicating Authority/Appellate Tribunal can now be decided by an appropriate forum in terms of Section 60(6) of the Code, also Page 38 of 46
In
militates against the rationale of Section 31 of the Code. A
successful resolution applicant cannot suddenly be faced with
"undecided" claims after the resolution plan submitted by him
has been accepted as this would amount to a hydra head popping
up which would throw into uncertainty amounts payable by a
prospective resolution applicant who would successfully take
over the business of the corporate debtor. All claims must be
submitted to and decided by the resolution professional so
that a prospective resolution applicant knows exactly what has
to be paid in order that it may then take over and run the
business
of
the
corporate debtor. This the successful
resolution applicant does on a fresh slate, as has been
pointed out by us hereinabove. For these reasons, NCLAT
judgment must also be set aside on this
count.
(Emphasis Added)
45.Thus, on the date of approval of the resolution plan by the
Adjudicating Authority, all such claims, that are not a part
of the resolution plan, shall stand extinguished and no person
will be entitled to initiate or continue any proceedings in
respect to a claim, which is not part of the resolution plan.
not a part of the resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan. The Hon’ble Supreme Court of India further laid down that all the dues including the statutory dues owed to the Central Govt, any State Govt or any local authority, if not part of the resolution plan, shall stand extinguished and no Page 39 of 46
In proceedings in respect of such dues for the period before the date on which the Adjudicating Authority grants its approval under Section 31 of the I&B Code could be continued. On Guarantors: 46.Concerning the waivers sought in relation to guarantors, the Hon’ble Apex Court held in Lalit Kumar Jain v. Union of India reported in (2021) 9 SCC 321, held that the sanction of a resolution plan and finality imparted to it by Section 31 does not per se operate as a discharge of the guarantor's liability. As to the nature and extent of the liability, much would depend on the terms of the guarantee itself. 47.Further, we would rely upon the judgment rendered by the NCLAT in Roshan Lal Mittal Vs. Rishabh Jain reported in (2023) ibclaw.in 803 NCLAT that: “The Resolution Plan does not absolve the personal guarantors from their guarantee. The law well settled by the Hon’ble Supreme Court in the matter of “Lalit Kumar Jain vs. Union of India & Ors.
“The Resolution Plan does not absolve the personal guarantors from their guarantee. The law well settled by the Hon’ble Supreme Court in the matter of “Lalit Kumar Jain vs. Union of India & Ors. – (2021) 9 SCC 321), that by approval of resolution plan the guarantees are not ipso facto discharged.” (Emphasis Added) 48.Hence, we would infer that if there are any personal guarantors of the corporate debtor, the personal guarantees shall be invoked and an appropriate action against them, in accordance with law, be taken. Page 40 of 46
In
On Inquiries, Litigations, Investigations, and Proceedings:
49.For the reliefs and waivers sought for all inquiries,
litigations, investigations, and proceedings shall be granted
strictly as per section 32A of the IBC, 2016 and the
provisions of the law as may be applicable.
50.In this context, we would infer that upon the approval of the
Resolution Plan, the Corporate Debtor avails the limbs of new
management to revive its business. Thus, all the past
liabilities
of
the
Corporate
Debtor
including
criminal
liability prior to the initiation of the CIR Process shall
stand effaced and the new management will step into the shoes
of the company with a fresh or clean slate. Hence, the old
management shall be liable to face all the offences committed
prior to the commencement of the CIR Process. At this
juncture, we would rely upon the judgment rendered by the
Hon’ble Apex Court in Ajay Kumar Radheyshyam Goenka Vs.
Tourism Finance Corporation of India Ltd. reported in (2023)
10 SCC 545 that-
“67.
ncture, we would rely upon the judgment rendered by the
Hon’ble Apex Court in Ajay Kumar Radheyshyam Goenka Vs.
Tourism Finance Corporation of India Ltd. reported in (2023)
10 SCC 545 that-
“67. Thus, Section 32A broadly leads to:
a. Extinguishment of the criminal liability of the corporate
debtor, if the control of the corporate debtor goes in the
hands
of the new management which is different from the original old
management.
Page 41 of 46
In b. The prosecution in relation to "every person who was a "designated partner" as defined in Clause (j) of Section 2 of the Limited Liability Partnership Act 2008 (6 of 2009), or an "officer who is in default", as defined in Clause (60) of Section 2 of the Companies Act. 2013 (18 of 2013), or was in any manner in charge of, or responsible to the corporate 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" shall be proceeded and the law will take its own course. Only the corporate debtor (with new management) as held in Para 42 of P. Mohanraj will be safeguarded. c. If the old management takes over the corporate debtor (for MSME Section 29A does not apply (see 240A), hence for MSME old management can takeover) the corporate debtor itself is also not safeguarded from prosecution Under Section 138 or any other offences.” 51.Therefore, in our considered view, there is no impediment for giving approval to the instant Resolution Plan. Accordingly, Page 42 of 46
rosecution Under Section 138 or any other offences.” 51.Therefore, in our considered view, there is no impediment for giving approval to the instant Resolution Plan. Accordingly, Page 42 of 46
In we hereby approve the Resolution Plan submitted by Kaushalya Township Private Limited(the SRA) O R D E R 52.Therefore, subject to the compliance of our observations as above, we hereby approve the Resolution Plan Amount to the tune of Rs 9,80,00,000(Rupees Nine Crore Eighty Lakh Only) submitted by Kaushalya Township Private Limited (“Successful Resolution Applicant”) along with annexure, schedules forming part of the Resolution Plan annexed to the Application subject to above direction and order as under: I. The Resolution Plan along with annexures and schedules forming part of the plan shall be binding on the Corporate Debtor, 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 in force is due, guarantors and other stakeholders involved in the Resolution Plan. II. All crystallized liabilities and unclaimed liabilities of the Corporate Debtor as on the date of this order shall stand extinguished on the approval of this Resolution Plan. III. The approval of the Resolution Plan shall not be construed as waiver of any statutory obligations/ liabilities of the Corporate Debtor and shall be dealt Page 43 of 46
Resolution Plan. III. The approval of the Resolution Plan shall not be construed as waiver of any statutory obligations/ liabilities of the Corporate Debtor and shall be dealt Page 43 of 46
In
with by the appropriate Authorities in accordance with
law. Any waiver sought in the Resolution Plan, shall be
subject to approval by the Authorities concerned as held
by Hon’ble Supreme Court in the matter of Ghanashyam
Mishra And Sons Private Limited Versus Edelweiss Asset
Reconstruction Company Limited in Civil Appeal No- 8129
of 2019 dated 13.04.2021.
IV.
It is hereby ordered that the deposit amount of Rs.
98,00,000/- made by the Resolution Applicant shall remain
as performance Guarantee till the amount proposed to be
paid to the creditors under this plan is fully paid off
and the plan is fully implemented.
V.
The Memorandum of Association (MoA) and Articles of
Association (AoA) shall accordingly be amended and filed
with the Registrar of Companies (RoC) West Bengal,
Kolkata for information and record. The Resolution
Applicant, for effective implementation of the Plan,
shall obtain all necessary approvals, under any law for
the time being in force, within such period as may be
prescribed.
VI.
Henceforth, no creditors of the erstwhile Corporate
Debtor can claim anything other than the liabilities
referred to supra.
VII.
The moratorium under Section 14 of the Code shall cease
to have effect from the date of this order.
Page 44 of 46
Debtor can claim anything other than the liabilities
referred to supra.
VII.
The moratorium under Section 14 of the Code shall cease
to have effect from the date of this order.
Page 44 of 46
In VIII. The Resolution Professional shall submit the records collected during the commencement of the proceedings to the Insolvency & Bankruptcy Board of India for their record and also return them to the Resolution Applicant or New Promoters. IX. Liberty is hereby granted for moving any application, if required, in connection with the successful implementation of this Resolution Plan. X. A copy of this Order is to be submitted to the Registrar of Companies (RoC) to whom the company is registered, by the Resolution Professional. XI. The Resolution Professional shall stand discharged from his duties with effect from the date of this Order. XII. The Resolution Professional is further directed to hand over all records, premises/ factories/ documents to the Resolution Applicant to finalise the further line of action required for starting the operation. The Successful Resolution Applicant shall have access to all the records/ premises/ factories/ documents through the Resolution Professional to finalise the further line of action required for starting the operation. XIII. The Registry is directed to furnish free copy to the parties as per Rule 50 of the NCLT Rules, 2016. 53.In IA 2290 of 2024, any amount is recovered or refunded pursuant to the set proceedings, the same shall be distributed Page 45 of 46
py to the parties as per Rule 50 of the NCLT Rules, 2016. 53.In IA 2290 of 2024, any amount is recovered or refunded pursuant to the set proceedings, the same shall be distributed Page 45 of 46
In in accordance with section 53 of IBC 2016, following the waterfall mechanism as prescribed thereunder. 54.Other than IA 176 of 2025, all other pending applications are infructuous from the date of this Order. 55.In terms of the view above, the interlocutory application being I.A. (IB) (Plan) No. 15/KB/2025 with CP(IB) No. 284/KB/2022 stand disposed of accordingly. 56.Certified copy of the orders, if applied for with the registry of this Adjudicating Authority, be supplied to the parties upon compliance with all requisite formalities. Rekha Kantilal Shah Labh Singh Member (Technical) Member (Judicial)
Order Signed On 13.11.2025 Page 46 of 46
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