Ashok Kumar Gulla, Resolution Professional of M/s Carnival Films Pvt Ltd

ORDER

A) Allow the present Application;

B) Approve and accept the Resolution Plan of M/s Cine Corp Filmdom Private Limited dated 10th April, 2025 as approved by the Committee of Creditors by 93.3% as submitted in respect of the Corporate Debtor i.e., M/s. Carnival Films Private Limited;

C) Declare that on approval of the Resolution Plan by this Hon’ble tribunal, the provisions of the Resolution Plan shall be binding upon the Company, its creditors including the Central Government, any State Government or any Local Authority to whom the debt is respect of payment of the dues arising under any law for time being enforced, such as authorities to whom statutory dues are owed, guarantors, members, employees and other stake holders in accordance with Section 31 of the Code, and shall be given effect to and implemented pursuant to the order of this Hon’ble Tribunal;

D) Approve and grant reliefs and directions sought under the Resolution Plan by the Resolution Applicant; and E) Pass such other or further order/ order(s) as may be deemed fit and proper in facts and circumstances of the instant case

4. Details of Resolution Plan

3. CORPORATE INSOLVENCY RESOLUTION PLAN

3.1. Summary of the Plan

Total Resolution Plan amount of Rs. 23,19,00,000/- (Rupees Twenty-Three Crores Nineteen Lakhs Only)

Distribution of Plan Amount	Amount in INR
CIRP Cost	At Actual
Secured Financial Creditors	23,00,00,000 less CIRP cost at actual
Unsecured Financial Creditors	2,50,000
Operational Creditors (incl. Employee, Government Dues and also any other dues not covered in foregoing)	16,50,000
Other creditors, if any, (other than financial creditors and operational creditors)	-

Total payment under resolution plan

23,19,00,000 Less CIRP cost at actual

Consideration under this resolution plan will be discharge in following manner:

2.1. CIRP Costs:

The CIRP Cost will be paid at actual in priority to other stakeholders. The CIRP Cost will require to be paid in priority to other stakeholders. The Insolvency Resolution Applicant is proposing to pay the entire CIRP Cost in full and in priority before making payment to any other creditor. We understand that the CIRP cost is presently being met through the internal accruals, the Resolution Applicant shall pay the balance unmet CIRP cost. Further, any balance available in the bank accounts of corporate debtor on the date of Approval of Resolution Plan to be first adjusted against CIRP costs. Any remaining balance of CIRP cost will be adjusted from the payment proposed to the secured financial creditor. Section [30(2)(a)].

Payment of CIRP cost includes any regulatory fees payable pursuant to approval of this resolution plan.

2.2. Secured Financial Creditors

The secured financial creditors shall be treated as follows; Total amount of claim received from the secured financial creditor is as under:

Name of Secured FC	Amount
J.C Flowers Asset Reconstruction Private Limited (now stands assigned to CFM Asset Reconstruction Pvt Ltd.)	1,23,86,92,130
Total claim of Secured FC	1,23,86,92,130

The Secured Financial Creditor will be paid a total amount of Rs. 23,00,00,000/- (Rupees Twenty Three Crores Only) Less CIRP Cost at actual against their total admitted claims.

Upon approval of the plan, out of the entire Financial Debt (Secured and/or unsecured) of CID as admitted by RP, an amount of Financial Debt as appears in the books of the CD as per latest audited financials of CD, shall deem to be automatically converted into the "Optionally Convertible Debentures" (OCD) in books of accounts of CD (rounding off in 1000 Rs). The OCD shall be at 0% coupon rate for a period of 10 years, convertible on or at the end of duration at the option of Debenture Holder. The Optionally convertible debentures shall also deem to be assigned/transferred in favor of Resolution Applicant or any nominee of the Resolution Applicant on payment as proposed in this plan and complete implementation of the Resolution Plan and be effective from the effective date of completion of the implementation of the approved Resolution Plan, as per the certificate provided by the Monitoring Committee regarding the completion of Implementation, without any further act, deed or instrument. i.e. to say such OCD shall be assigned to Resolution Applicant or any nominee of the Resolution Applicant for a total net consideration of an amount equal to pro rata payment due to each of the Financial of the CD. Upon such assignment, any type of claim from Secured and Unsecured Financial Creditors will be considered released, discharged, extinguished and all such rights will be taken over by the Resolution Applicant or nominee. Any duty, taxes, fees etc. payable on such assignment is deemed to be extinguished, waived and discharged. This is an integral part of this Resolution Plan. Implementation of the Resolution Plan in terms of the NCLT order, as certified by the Monitoring Committee, shall be deemed to be due compliance of all provisions of Applicable Law in this regard and no separate process or approval shall be required to be made for issuance and transfer of Optionally convertible debentures and by virtue of Section 238 of Insolvency and Bankruptcy Code, 2016, provisions of Insolvency and Bankruptcy Code, 2016 will prevail over all other laws for the time being in force including the Companies Act, 2013.

The RA shall have a right to continue pursuing avoidance transactions application being presently pursued by the Resolution Professional and any recovery from the said avoidance transactions application or from any fraudulent transaction undertaken by the non-related secured financial creditor of the CD shall belong to the RA. Post approval of Resolution Plan, change of parties in NCLT will be submitted by the Resolution Professional.

The RA shall have a right to continue pursuing/pursue existing as well as future IA filed/to be filed by the Resolution Professional against Developers, Lessors, Service providers etc. under section 25 r.w.60(5) r.w. Rule 11 and Section 9 or any other relevant sections of IBC for taking possession of assets of the company (Refer Annexure 2). Legal cost for the same shall be borne by the Resolution Applicant post NCLT approval date.

The Resolution Professional can enter into a settlement before the NCLT approval date with developers or any other asset holder of the Corporate Debtor including IA filed/to be filed, post approval from COC. The amount recovered from such settlement shall be deposited in the Bank account of Corporate Debtor and shall be transferred to Resolution Applicant as per Resolution Plan and the site/asset shall be excluded from the Resolution Plan.

Based on the aforesaid consideration as proposed in this plan, any and all liabilities and all amounts due and/or payable by the Corporate Debtor whether admitted or not, due or contingent, asserted or unasserted, assessed or unassessed, crystallized or un-crystallized, known or unknown, secured or unsecured, disputed or undisputed, present or future, in relation to the Financial Creditors, shall stand settled, extinguished and written off as of the Approval Date pursuant to the NCLT Approval Order and the Corporate Debtor/the Resolution Applicant shall not be responsible and / or liable, directly or indirectly, for the same. The Resolution Applicant shall make payment to the Financial Creditors as set out as per the terms of the Resolution Plan..."

2.3 Unsecured Financial Creditor:

The Unsecured financial creditors shall be treated as follows; Total amount of claims received from the unsecured financial creditor is Rs. 173,61,06,596/- and Rs. 87,02,74,874/-amount is admitted by the RP. Hence under this resolution plan, RA proposes Rs. 2,50,000 of payment to the unsecured financial creditors.

2.4

Operational Creditors (incl. Employees and Workmen, Government and Statutory Dues and also any other dues not covered in foregoing):

Resolution Applicant is desirous to consider the interest of all the stakeholders and ensure the long-term association with the Operational Creditors.

A) As per IM, Operational Creditors (incl. Employees and Workmen, Government and Statutory Dues and also any other dues not covered in foregoing) claims received, aggregating to approximately Rs. 561,37,81,659/- and Rs. 348,40,00,652/- have been admitted (as per the claims list available on IBBI) for other operational creditors by the Resolution Professional.

B) The claim regarding Sales Tax, Commercial Tax, GST Department, Provident fund etc have been received from the statutory authorities and said statutory authorities shall be treated as operational creditors (unsecured) and will be paid on pro-rata basis with other operational creditors.

C) Section 30(2)(b) of the IB Code provide that the payments of debt of the Operational Creditors (including that of Governmental Authorities) shall not be less than the amount as would have been paid to them in case of liquidation of the Corporate Debtor. Further, as per Regulation 38(1) of the IBBI (CIRP) Regulations, the amount due to the Operational Creditors under a Resolution Plan shall be given priority in payments to the Financial Creditors. It is understood that list of claims of Operational Creditor also include claims against the Corporate Debtor which may be pending or subjudice before a competent forum. Such claims are treated as "subjudice claims" or "contingent claims". Each such subjudice or contingent claims a "claim" as defined under the IB Code..."

3.2.5. Other stakeholders (other than financial creditors and operational creditors):

As per the Information Memorandum, no claims were received from other stakeholders comprising other than financial creditors and operational creditor. RA proposes Nil amount for the said stakeholder.

3.2.6. Equity/preference Shareholders

The company has authorized equity share capital of Rs. 50,00,00,000/- divided into 5,00,00,000 Equity share of Rs. 10/- each. Whereas issued, subscribed and equity paid up capital is Rs. 40,57,03,290/- divided into 4,05,70,329 Equity shares of Rs. 10/- each as per Master Data available on MCA website and latest available audited financial statement i.e., for the period 2019-20 shall be cancelled as part of the resolution plan without any further action being required to be taken by the Corporate Debtor. Corporate Debtor would not be required to comply with any of the provisions of Act or regulations made thereunder for cancellation of the said equity/preference shares, other than intimation to the office of Registrar of Companies of the master data in this respect. No consideration of whatsoever nature would be paid/payable by the Corporate Debtor towards cancellation of the said equity/preference shares...

4.1. Term and implementation Schedule (Regulation 38(2)(a))

4.1.1.

The term of the Resolution Plan shall commence on Approval of Resolution Plan by Adjudicating Authority and all the payment shall be cleared as per the resolution plan on or before six months. Notwithstanding anything contained in this Resolution Plan, no part of the Resolution Plan shall become effective and enforceable until the Resolution Plan is approved by NCLT. Upon approving of the Resolution Plan by NCLT, this Resolution Plan shall ipso facto form part of NCLT order approving the Resolution Plan.

4.3. Means of Supervision of the Resolution Plan (Reg. 38(2)(c) & Sec 30(2)(d))

4.3.1.

The Resolution Applicant proposes to settle the dues of the Financial Creditors, Operational Creditors, Statutory Creditors and other stakeholders within a period outlined under schedule 7 (Financial Plan). The Resolution Applicant would abide by the decision of the Committee of Creditors on formation of the committee to monitor the implementation of the Resolution Plan. The said Committee shall supervise the implementation of the Resolution Plan from date of approval by Adjudicating Authority, until the Effective date on such terms and conditions as may be agreed by the COC. The Resolution Applicant proposes the members of monitoring committee as under

i.

Resolution Applicant or her authorized representative. ii. Representative of Secured Financial Creditor iii. Erstwhile Resolution Professional

3. Source of Funds and its availability

3. Source of funds and its availability

Total Resolution Plan amount of Rs. 23,19,00,000/- Less CIRP Cost at actual:

Source of Fund	Amount
50,000 Equity Share of Rs. 10 each	5,00,000
Unsecured Loan/ Quasi Loan/ Funds generated from selling the assets of CD/Loan from Directors	23,14,00,000
Total Source of Fund	23,19,00,000
Distribution of Plan Amount	Amount in Rs.
CIRP Cost	At Actual
Secured Financial Creditors	23,00,00,000 Less CIRP Cost at Actual
Unsecured Financial Creditors	2,50,000
Operational Creditors (incl. Employee, Government Dues and other also any other dues not covered in foregoing)	16,50,000
Other creditors, if any, (other than financial creditors and operational creditors)	-
Total Application of Fund	23,19,00,000 Less unpaid CIRP cost

4. A)

Particulars	Amount (in Rs.)	Time Line
Performance Security	40,00,000	Within 7 days of approval from COC
Balance Payment	22,79,00,000 Less CIRP Cost at actual	Within – 180- days from the approval of Resolution Plan by the Hon'ble NCLT.
Total	23,19,00,000 Less CIRP Cost	Rupees Twenty Three Crore Nineteen Lakhs Only

b) Time for the implementation of schedule

b) Timeline for the implementation schedule

The estimated timelines for the implementation of the Plan are as follows:

“PROOF OF PERFORMANCE SECURITY GIVEN BY SRA

31.

The Resolution Applicant had proposed Performance Security of Rs 40.00 lakhs to be deposited within 7 days of the approval of the resolution Plan by CoC. The said amount was lower than 10% of the resolution Amount as proposed in RFRP. The members of CoC approved the deviation with regard to payment of Performance Security of Rs 40.00 lakhs against 10% of the resolution Amount during the 20th meeting of CoC held on 11.04.2025. The Resolution Applicant has made the said payment to the credit of the account of CFPL maintained with Yes Bank and Kotak Mahindra Bank as under:

Date	Particulars	Amount
26.08.2024	EMD in Yes Bank	200000.00
16.04.2025	Inter bank transfer in Kotak Mahindra Bank from Cine Corp Filmdom P Ltd dated 16.04.2025.	3800000.00
	Total	4000000.00

Proof of sources of funds by SRA

32.

As per the details given in email from Resolution Applicant vide email dated 20.06.2025: "The Shareholder of the Resolution Applicant earns Rental Income from Real estate property in Mumbai and the Ultimate shareholder is a well-regarded and credible individual within the country, known for a strong reputation and a track record of integrity. Backed by a respected and influential family, the shareholder brings with them significant social capital, longstanding business acumen, and a network that enhances both strategic and operational value to the organization. Their involvement reinforces confidence among stakeholders and underlines the long-term commitment to sustainable growth and governance. (Profile mentioned in Point 3 above)"

'31. Approval of Resolution Plan

(1)

If the Adjudicating Authority is satisfied that the resolution plan as approved by the committee of creditors under sub-section (4) of section 30 meets the requirements as referred to in sub- section (2) of section 30, it shall by order approve the resolution plan which shall be binding on the corporate debtor and its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force, such as authorities to whom statutory dues are owed, guarantors and other stakeholders involved in the resolution plan.

Provided that the Adjudicating Authority shall, before passing an order for approval of resolution plan under this sub-section, satisfy that the resolution plan has provisions for its effective implementation.

(2)

Where the Adjudicating Authority is satisfied that the resolution plan does not confirm to the requirements referred to in sub-section (1), it may, by an order, reject the resolution plan.

(3)

After the order of approval under sub-section (1),—

(a)

the moratorium order passed by the Adjudicating Authority under section 14 shall cease to have effect; and

(b)

the resolution professional shall forward all records relating to the conduct of the corporate insolvency resolution process and the resolution plan to the Board to be recorded on its database.

(4)

The resolution applicant shall, pursuant to the resolution plan approved under sub-section (1), obtain the necessary approval required under any law for the time being in force within a period of one year from the date of approval of the resolution plan by the Adjudicating Authority under sub-section (1) or within such period as provided for in such law, whichever is later.

Provided that where the resolution plan contains a provision for combination, as referred to in section 5 of the Competition Act, 2002, the resolution applicant shall obtain the approval of the Competition Commission of India under that Act prior to the approval of such resolution plan by the committee of creditors.”

“30. Submission of resolution plan.

(2)

The resolution professional shall examine each resolution plan received by him to confirm that each resolution plan—

(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.-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 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. -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.”

9. FINDINGS OF THIS TRIBUNAL

9. Steps to be taken by the concerned parties post approval of the Resolution Plan by AA:

'19... In the present case, however, our focus must be on the dispensation governing the process of approval or rejection of resolution plan by the CoC. The CoC is called upon to consider the resolution plan under Section 30(4) of the I&B Code after it is verified and vetted by the resolution professional as being compliant with all the statutory requirements specified in Section 30(2).

62.

...In the present case, however, we are concerned with the provisions of I&B Code dealing with the resolution process. The dispensation provided in the I&B Code is entirely different. In terms of Section 30 of the I&B Code, the decision is taken collectively after due negotiations between the financial creditors who are constituents of the CoC and they express their opinion on the proposed resolution plan in the form of votes, as per their voting share. In the meeting of the CoC, the proposed resolution plan is placed for discussion and after full interaction in the presence of all concerned and the Resolution Professional, the constituents of the CoC finally proceed to exercise their option (business/commercial decision) to approve or not to approve the proposed resolution plan. In such a case, non-recording of reasons would not per-se vitiate the collective decision of the financial creditors. The legislature has not envisaged challenge to the "commercial/business decision" of the financial creditors taken collectively or for that matter their individual opinion, as the case may be, on this count."

“55.

Whereas, the discretion of the adjudicating authority (NCLT) is circumscribed by Section 31 limited to scrutiny of the resolution plan “as approved” by the requisite per cent of voting share of financial creditors. Even in that enquiry, the grounds on which the adjudicating authority can reject the resolution plan is in reference to matters specified in Section 30(2), when the resolution plan does not conform to the stated requirements. Reverting to Section 30(2), the enquiry to be done is in respect of whether the resolution plan provides: (i) the payment of insolvency resolution process costs in a specified manner in priority to the repayment of other debts of the corporate debtor, (ii) the repayment of the debts of operational creditors in prescribed manner, (iii) the management of the affairs of the corporate debtor, (iv) the implementation and supervision of the resolution plan, (v) does not contravene any of the provisions of the law for the time being in force, (vi) conforms to such other requirements as may be specified by the Board. The Board referred to is established under Section 188 of the I&B Code. The powers and functions of the Board have been delineated in Section 196 of the I&B Code. None of the specified functions of the Board, directly or indirectly, pertain to regulating the manner in which the financial creditors ought to or ought not to exercise their commercial wisdom during the voting on the resolution plan under Section 30(4) of the I&B Code. The subjective satisfaction of the financial creditors at the time of voting is bound to be a mixed baggage of variety of factors. To wit, the feasibility and viability of the proposed resolution plan and including their perceptions about the general capability of the resolution applicant to translate the projected plan into a reality. The resolution applicant may have given projections backed by normative data but still in the opinion of the dissenting financial creditors, it would not be free from being speculative. These aspects are completely within the domain of the financial creditors who are called upon to vote on the resolution plan under Section 30(4) of the I&B Code.

58.

Indubitably, the inquiry in such an appeal would be limited to the power exercisable by the resolution professional under Section 30(2) of the I&B Code or, at best, by the adjudicating authority (NCLT) under Section 31(2) read with Section 31(1) of the I&B Code. No other inquiry would be permissible. Further, the jurisdiction bestowed upon the appellate authority (NCLAT) is also expressly circumscribed. It can examine the challenge only in relation to the grounds specified in Section 61(3) of the I&B Code, which is limited to matters “other than” enquiry into the autonomy or commercial wisdom of the dissenting financial creditors. Thus, the prescribed authorities (NCLT/NCLAT) have been endowed with limited jurisdiction as specified in the I&B Code and not to act as a court of equity or exercise plenary powers.”

“..76. The expositions aforesaid make it clear that the decision as to whether corporate debtor should continue as a going concern or should be liquidated is essentially a business decision; and in the scheme of IBC, this decision has been left to the Committee of Creditors, comprising of the financial creditors. Differently put, in regard to the insolvency resolution, the decision as to whether a particular resolution plan is to be accepted or not is ultimately in the hands of the Committee of Creditors; and even in such a decision making process, a resolution plan cannot be taken as approved if the same is not approved by votes of at least 66% of the voting share of financial creditors. Thus, broadly put, a resolution plan is approved only when the collective commercial wisdom of the financial creditors, having at least 2/3rd majority of voting share in the Committee of Creditors, stands in its favour.

77.

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

77.1.

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

77.2.

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

77.6.1.

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

78.

To put in a nutshell, the Adjudicating Authority has limited jurisdiction in the matter of approval of a resolution plan, which is well defined and circumscribed by Sections 30(2) and 31 of the Code read with the parameters delineated by this Court in the decisions above referred. The jurisdiction of the Appellate Authority is also circumscribed by the limited grounds of appeal provided in Section 61 of the Code. In the adjudicatory process concerning a resolution plan under IBC, there is no scope for interference with the commercial aspects of the decision of the CoC; and there is no scope for substituting any commercial term of the resolution plan approved by the CoC. Within its limited jurisdiction, if the Adjudicating Authority or the Appellate Authority, as the case may be, would find any shortcoming in the resolution plan vis-à-vis the specified parameters, it would only send the resolution plan back to the Committee of Creditors, for re-submission after satisfying the parameters delineated by Code and exposited by this Court.

“73.

There is no doubt whatsoever that the ultimate discretion of what to pay and how much to pay each class or sub-class of creditors is with the Committee of Creditors, but, the decision of such Committee must reflect the fact that it has taken into account maximising the value of the assets of the corporate debtor and the fact that it has adequately balanced the interests of all stakeholders including operational creditors. This being the case, judicial review of the Adjudicating Authority that the resolution plan as approved by the Committee of Creditors has met the requirements referred to in Section 30(2) would include judicial review that is mentioned in Section 30(2)(e), as the provisions of the Code are also provisions of law for the time being in force. Thus, while the Adjudicating Authority cannot interfere on merits with the commercial decision taken by the Committee of Creditors, the limited judicial review available is to see that the Committee of Creditors has taken into account the fact that the corporate debtor needs to keep going as a going concern during the insolvency resolution process; that it needs to maximise the value of its assets; and that the interests of all stakeholders including operational creditors has been taken care of. If the Adjudicating Authority finds, on a given set of facts, that the aforesaid parameters have not been kept in view, it may send a resolution plan back to the Committee of Creditors to re-submit such plan after satisfying the aforesaid parameters. The reasons given by the Committee of Creditors while approving a resolution plan may thus be looked at by the Adjudicating Authority only from this point of view, and once it is satisfied that the Committee of Creditors has paid attention to these key features, it must then pass the resolution plan, other things being equal."