Aurum Commercials LLP vs Spenta Enclave Pvt. Ltd.

This Tribunal initiated the Corporate Insolvency Resolution Process (CIRP) of the Corporate Debtor in C.P. (IB) No. 389/MB/2022 filed by Aurum Commercials LLP, under Section 7 of the IBC, vide Order dated 24.03.2023. Mr. Pranav J Damania (IBBI Reg. No. IBBI/IPA-001/IP-P00079/2017-18/10164) was appointed as the Interim Resolution Professional (IRP). The IRP caused public announcement in Form A on 30.03.2023 in two daily newspapers, informing of the commencement of CIRP of the Corporate Debtor, thereby inviting claims from creditors to enable the constitution of the CoC. Pursuant thereto, the CoC was duly constituted based on the claims received.

The Corporate Debtor is a private company incorporated on 17.10.2013, engaged mainly in the business of building and real estate development in Mumbai. The Corporate Debtor was developing a real estate project under a Development Agreement on leasehold land situated at Altavista Sales Building, Near Lal Dongar, CTS No. 343, Chembur, Mumbai – 400071 (Project). The Project consists of nine Towers, of which four Towers have already been completed and handed over to the allottees. At the time of commencement of CIRP, the construction of Towers E and F had been completed up to the 14^th and 13^th floors, respectively. To preserve the value of the assets of the Corporate Debtor and facilitate completion of the Project, the CoC re-commenced construction by availing interim finance.

The IRP convened the 1^st Meeting of the CoC on 24.04.2023, followed by the 2^nd Meeting on 11.05.2023. The CoC, at its 2^nd meeting, passed a resolution with a 91.6% majority vote, approving the replacement of IRP with the Applicant as the RP. Further, in accordance with Regulation 36A of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons), Regulations, 2016 (CIRP Regulations), Form G inviting Expressions of Interest (EoI) from Prospective Resolution Applicants (PRAs) was published in two newspapers on 23.05.2023.

Meanwhile, the IRP filed IA. No. 1740/2023 seeking appointment of Mr. Devang Thakar, Insolvency Professional, as the Authorised Representative of financial creditors of the Corporate Debtor, in the class of allottees under real estate projects, which was allowed the order dated 04.05.2023.

Pursuant to the publication of Form G, seven EoIs were received, whereupon the erstwhile IRP issued the Provisional List of PRAs. Thereafter, on 22.06.2023, the Information Memorandum (IM), Evaluation Matrix (EM), and the first Request for Resolution Plan (1^st RFRP) were circulated to the PRAs, stipulating 22.07.2023 as the last date for submission of Resolution Plans. Subsequently, on 27.06.2023, the Applicant issued the Final List of PRAs under Regulation 36A(12) of the CIRP Regulations, wherein four applicants were declared eligible.

The 1^st RFRP was accordingly issued to the four eligible PRAs. Thereafter, Aurum Real Estate Developers Limited withdrew from the process, and its Earnest Money Deposit (EMD) was refunded. Out of the remaining three eligible PRAs, the Joint Venture of Platinum Corp & AYG and the Joint Venture of Mr. Aspan Cooper & Others sought relaxation in the amount of the EMD required for submission of the resolution plan as well as the Performance Security to be furnished for being declared the successful resolution applicant.

Considering the aforesaid requests, the CoC, in its 5^th Meeting held on 29.08.2023, approved certain amendments to the 1^st RFRP. The CoC reduced the EMD requirement from Rs.5 Crore to Rs.1 Crore and also reduced the Performance Security from Rs.25 Crore to Rs.2 Crore, comprising a Performance Bank Guarantee of Rs.1 Crore together with the EMD of Rs.1 Crore.

Since the aforesaid amendments constituted material modifications to the RFRP, the same were treated as a fresh issuance of the RFRP in terms of Regulations 36B(3) and 36B(5) of the CIRP Regulations. Accordingly, the modified 2^nd RFRP was issued on 02.09.2023, granting the statutory minimum period of thirty days for submission of Resolution Plans and extending the last date for submission from 22.07.2023 to 03.10.2023.

During the course of the process, three of the four eligible PRAs withdrew their participation, and their respective EMDs were refunded. Consequently, the Consortium of Individuals comprising Mr. Aspan Loveji Cooper, Mr. Rajiv Suryakant Shah and Mr. Surinderkumar Bansilal Sharma remained the sole PRA.

The said Resolution Applicant submitted its original resolution plan on 25.01.2024, which was opened before the CoC in its 10^th Meeting held on 29.01.2024. Thereafter, the 11^th CoC Meeting was convened on 08.02.2024, during which negotiations were held with the Resolution Applicant. As certain deficiencies and non-compliances with the provisions of the RFRP and the applicable provisions of the Code and the CIRP Regulations were identified, the Resolution Applicant sought a ten-day extension to submit a revised plan till 23.02.2024, which was accepted by the CoC.

Subsequently, further extensions were granted from time to time, culminating on 14.03.2024 as the final date for submission of the revised resolution plan. On the said date, the Resolution Applicant submitted its updated/revised resolution plan, which was thereafter placed before the CoC in its 12^th Meeting held on 15.03.2024 for consideration and voting.

During the pendency of the voting process, the Resolution Applicant also furnished a clarification/addendum vide email dated 22.03.2024. Accordingly, the updated/revised resolution plan dated 14.03.2024, together with the Addendum dated 22.03.2024, was placed before the CoC for electronic voting. Upon conclusion of the voting process, the resolution plan, along with the Addendum, was approved by the CoC with 91.58% voting share, and the Consortium of Mr. Aspan Loveji Cooper, Mr. Rajiv Suryakant Shah and Mr. Surinderkumar Bansilal Sharma, was declared the Successful Resolution Applicant (SRA).

Consequent upon the approval of the Resolution Plan by the CoC under Section 30(4) of the Code, the Resolution Professional filed IA (IBC)(Plan)/31/MB/2024 on 02.04.2024 under Section 30(6) of the Code, seeking approval of the Final Resolution Plan dated 14.03.2024, read with the Addendum dated 22.03.2024, under Section 31(1) of the Code.

By Order dated 17.01.2025, this Tribunal remanded the Resolution Plan to the CoC for reconsideration, confined to the clauses relating to the ‘Turnaround Strategy and the Manner of Funding proposed for implementation of the Resolution Plan’. Consequently, IA (IBC)(Plan)/31/MB/2024 came to be disposed of.

In compliance with the aforesaid Order, the SRA submitted a Clarification Letter dated 11.04.2025, clarifying that Clause 4.4 of the Resolution Plan relating to the "Manner of Funding" was merely an enabling provision and did not render the implementation of the Resolution Plan contingent upon the occurrence or non-occurrence of any event. The SRA further clarified that the Resolution Plan would be implemented through the funding mechanisms already contemplated therein. Further thereto, the Resolution Applicant submitted that in case this Tribunal feels that said clause 4.4 makes the Resolution Plan contingent, the SRA is ready to withdraw the aforesaid Clause.

Upon receipt of the Clarification Letter dated 11.04.2025, the RP placed the same before the CoC during its 19^th Meeting held on 15.04.2025 for consideration. Thereafter, the RP convened the 20^th Meeting of the CoC on 13.05.2025 to reconsider the Resolution Plan dated 14.03.2024, read with the Addendum dated 22.03.2024 and the Clarification Letter dated 11.04.2025.

Pursuant to such reconsideration, the CoC approved the Resolution Plan, together with the Addendum and Clarification Letter, by 92.87% voting share on 22.05.2025. Consequently, the Consortium of Mr. Aspan Loveji Cooper, Mr. Rajiv Suryakant Shah and Mr. Surinderkumar Bansilal Sharma, was again confirmed as the SRA.

The Corporate Debtor is registered under the Micro, Small and Medium Enterprises Development Act, 2006, and has an MSME Certificate dated 11.12.2020. The SRA, viz., the Consortium of Mr. Aspan Loveji Cooper, Mr. Rajiv Suryakant Shah, and Mr. Surinderkumar Bansilal Sharma, has confirmed its eligibility to submit the Resolution Plan under Section 29A of the Code and has submitted an affidavit to that effect.

The Applicant/RP submits that the Resolution Plan approved by the CoC is in compliance with the legal requirements mandated under the IBC, viz., Sections 30(1), 30(2)(a), 30(2)(b), 30(2)(c), 30(2)(d), 30(2)(e), 30(2)(f) of the IBC, read with Regulations 37 and 38 of the CIRP Regulations.

At this juncture, we find it germane to draw reference to the extensions and/or exclusions sought during the CIRP of the Corporate Debtor, and the same are tabulated as under:

In view of the above, it is seen that the Application for approval of the Resolution Plan has been filed within the extended period on 10.06.2025.

The Resolution Applicant shall arrange a line of credit from the Continuing Lender, which shall, in the first instance, be utilised for payment of the entire CIRP costs incurred up to the Effective Date, on an actual basis. After the Effective Date, interest on the Interim Finance shall be paid from the date of approval of the Resolution Plan until the date of repayment of the Interim Finance. It is proposed that all such payments shall be made within 90 days from the Effective Date.

The Resolution Plan provides for the treatment of the Secured Financial Creditors by way of restructuring and settlement of their admitted claims. In respect of the Secured Financial Creditor- 1^st Charge, having an admitted claim of Rs.622,37,79,589/-, the SRA proposes to restructure the existing loan by issuing, within 90 days from the Effective Date, (i) 0% Non-Convertible Debentures (NCDs) aggregating Rs.263,80,00,000/-, (ii) 0% NCDs aggregating Rs.78,80,00,000/-, and (iii) 0% Optionally Convertible Debentures (OCDs) aggregating Rs.279,40,00,000/-, on the terms set out in Annexure A7 to the Resolution Plan. The Resolution Plan further provides for the creation and/or modification of the security in favour of the first charge secured financial creditor, with the Corporate Debtor and the creditor undertaking the necessary filings with the Registrar of Companies (ROC) and CERSAI, as applicable. Upon issuance of the aforesaid financial instruments, the existing guarantees furnished in favour of the 1^st charge Secured Financial Creditor shall stand amended or modified in accordance with the Resolution Plan and Annexure A7, subject to execution of the requisite documents.

In respect of the Secured Financial Creditor – 2^nd Charge, whose admitted claim amounts to Rs.181,55,37,919/-, the SRA proposes settlement by issuing, within 90 days from the Effective Date, 0% NCDs aggregating Rs.27,00,00,000/- and 0.01% Preference Shares aggregating Rs.52,74,00,000/-, on the terms specified in Annexure A7. The Resolution Plan stipulates that, upon issuance of the aforesaid financial instruments, the claim of the 2^nd Charge Secured Financial Creditor shall be treated as settled in full and the creditor shall issue a No Due Certificate, whereupon all claims and demands against the Corporate Debtor shall stand extinguished. The trustee of the 2^nd Charge Secured Financial Creditor shall complete the necessary filings with the ROC and CERSAI for release of the charge, and the existing guarantees furnished in its favour shall stand cancelled, terminated and rendered null and void upon approval of the Resolution Plan. The Resolution Plan further provides that, upon approval of the Resolution Plan by the CoC, no Secured Financial Creditor shall invoke or enforce the existing guarantees, subject to the implementation of the Resolution Plan.

Based on the assessment of the Resolution Applicant, the liquidation value is insufficient to satisfy the claims of the Financial Creditors in full and, accordingly, the liquidation value attributable to the Unsecured Financial Creditors (other than employees and workmen, to the extent required under the Code) is assessed as Nil. However, as a measure of goodwill, the SRA proposes to make a pro rata payment of Rs.5,00,000/-or the liquidation value payable under applicable law, whichever is higher, against the admitted claim of the Unsecured Financial Creditors amounting to Rs.98,22,77,975/-. The said payment shall be made in priority to any payment to the Secured Financial Creditors and shall be distributed amongst the Unsecured Financial Creditors in proportion to their respective admitted claims. The admitted claim of the Unsecured Financial Creditors is Rs.98,22,77,975/- as against the total claim amount of Rs.2,36,31,16,975/-, and the amount proposed to be settled under the Resolution Plan is Rs.5,00,000/-.

In respect of any Unsecured Financial Creditors whose claims had not been admitted by the RP or who had not submitted their claims as on submission of the Resolution Plan or whose claims might have been subsequently admitted by this Tribunal, a consolidated amount of Rs.1,00,000/- shall be paid on a pro rata basis amongst such creditors. The Resolution Plan clarifies that the said amount is exclusively earmarked for such creditors and shall not be added to the amount proposed for the admitted Unsecured Financial Creditors.

Upon receipt of the aforesaid payments, the claims of the Unsecured Financial Creditors shall stand fully settled and discharged, and such creditors shall issue the requisite No Due Certificate to the SRA and execute all necessary documents, whereupon all their claims and demands against the Corporate Debtor shall stand extinguished.

The RP has received claims from 309 allottees (Financial Creditors in a class/home buyers), out of which claims of approximately 300 allottees aggregating to Rs.2,64,29,71,447/- have been admitted. The majority of claims belong to the phases which are not completed, and which are in the early stage of construction.

The Resolution Plan provides that the SRA shall complete all the pending phases of the Project and hand over possession of the respective units to the home buyers upon payment of the balance sale consideration, as demanded by the SRA, in accordance with the existing terms of the respective Agreement for Sale/booking documents. The Resolution Plan further provides that no additional amount shall be charged from the home buyers and that the terms and conditions relating to payment shall remain the same as stipulated in the respective Agreements for Sale, except that the date of possession shall stand extended in accordance with the extension granted by RERA, considering that the Corporate Debtor has undergone the CIRP.

The Resolution Plan further provides that the Resolution Applicant shall deliver possession of the units to all home buyers/flat holders/customers, irrespective of whether they have filed their claims before the RP. It is, however, stipulated that, apart from the delivery of the units in accordance with the timelines prescribed under the Resolution Plan, the home buyers shall not be entitled to any interest, compensation or penalty on account of delayed possession or non-delivery of white goods. It is further provided that all the claims of the home buyers/flat holders/customers, including orders passed by RERA, shall stand extinguished and rendered null and void upon delivery of the respective units in accordance with the revised timelines of RERA.

The Resolution Plan also stipulates that, upon approval of the Resolution Plan by this Tribunal, no claims of the home buyers on account of delayed possession shall be entertained, provided the Project is completed within the timelines contemplated under the Resolution Plan. The SRA further proposes to continue levying interest on delayed payments by the home buyers at the rate prescribed under MahaRERA, from the date of default until the date of actual payment, and such date of default may include a date prior to the Insolvenc y Commencement Date.

All pending proceedings initiated by the home buyers against the Corporate Debtor before RERA shall, upon approval of the Resolution Plan by this Tribunal, stand disposed of without any liability or cost to the Corporate Debtor. It is further provided that all orders passed by any Tribunal, RERA, State Consumer Disputes Redressal Commission or any other statutory authority against the Corporate Debtor during the moratorium period and/or after submission of the Resolution Plan shall, from the Effective Date, stand rendered null and void and shall not be binding upon the SRA.

The Resolution Plan further provides that the cost of amenities, clubhouse membership charges, infrastructure charges, ascertained charges or any other charges by whatever name called, including GST, stamp duty, taxes, levies, share application money, legal charges, deposits, development charges and all other related expenses, shall be borne by the home buyers and the Phase-I Flat Purchasers as and when such liabilities arise or accrue.

The Resolution Applicant has further proposed a one-time payment of Pre-EMI compensation aggregating Rs.3,81,74,532/- to 31 home buyers who had availed the subvention scheme offered by the Corporate Debtor. The Resolution Plan provides that the said amount shall be paid out of the project cash flows with the objective of placing such home buyers at par with the remaining home buyers who had not availed the subvention scheme. The Resolution Plan further clarifies that no further payment under this head shall be made or is contemplated.

The Resolution Plan further stipulates that the Pre-EMI compensation shall be payable only upon handing over possession of the respective unit to the concerned home buyer, subject to such home buyer having cleared all outstanding dues, if any, pertaining to the unit and having made regular payments in accordance with the demands raised within the stipulated timelines. It is further clarified that the payment of the Pre-EMI compensation is exclusively linked to the delivery of possession of the unit and shall not operate as a set-off or adjustment against any other financial obligations or outstanding dues payable by the home buyer to the Resolution Applicant.

The Resolution Plan provides for payment of 100% of the gratuity dues, i.e., of Rs.5,86,658/- payable to the employees, together with an additional amount of Rs.1,00,000/-, in aggregate, to employees who are not entitled to gratuity. The payment is proposed to be made, in the first instance, from the available cash and cash equivalents/project receivables of the Corporate Debtor as on the Approval Date. In the event of any shortfall, the balance amount shall be funded from the credit line to be availed from a financial institution.

The Resolution Plan further provides that, in respect of employees whose claims were not admitted by the RP, whose delayed claims are pending condonation before this Adjudicating Authority, who had not submitted their claims prior to submission of the Resolution Plan, or whose claims may subsequently be admitted after approval of the Resolution Plan, a consolidated amount of Rs.10,000/- shall be paid on a pro rata basis amongst such employees. The Resolution Plan clarifies that the said amount is separately earmarked for such employees and shall not be added to the amounts proposed to be paid to the admitted employees.

The Resolution Applicant proposes to make a pro rata payment of Rs.5,00,000/- or the liquidation value payable under applicable law, whichever is higher, against the admitted claims of the Other Operational Creditors amounting to Rs.14,27,89,959/-. The said amount shall be paid in priority to any payment to the Financial Creditors and shall be distributed amongst the Operational Creditors other than workmen/employees/ and Government dues in proportion to their respective admitted claims. The Resolution Plan further provides that the liability of Rs.14,92,123/- towards Brihanmumbai Municipal Corporation on account of water bills, received after the issuance of the RFRP, shall, if admitted upon condonation of delay by this Tribunal, be settled along with the Other Operational Creditors without any further liability upon the Resolution Applicant.

The Resolution Plan further stipulates that, in respect of Other Operational Creditors whose claims were not admitted by the RP, who had not submitted their claims prior to submission of the Resolution Plan, or whose claims may subsequently be admitted by this Tribunal after approval of the Resolution Plan, a consolidated amount of Rs.10,000/- shall be paid on a pro rata basis amongst such creditors. The Resolution Plan clarifies that the said amount is exclusively earmarked for such creditors and shall not be added to the amount proposed for the admitted Other Operational Creditors.

The Resolution Plan records that claims aggregating to Rs.218,69,00,831/- were filed by the Government and statutory authorities, out of which the Resolution Professional has admitted claims of Rs.89,31,987/- as per the List of Creditors dated 27.02.2024. It further records a liability of Rs.8,07,03,008/- towards Brihanmumbai Municipal Corporation, received after the issuance of the Request for Resolution Plan (RFRP), which, if admitted upon condonation of delay by this Tribunal, shall be treated as an admissible claim.

The Resolution Applicant proposes to make a pro rata payment of Rs.1,00,000/- or the liquidation value payable under applicable law, whichever is higher, towards the admitted claims of the Operational Creditors (Government/Statutory Authorities), including the aforesaid claim of the Brihanmumbai Municipal Corporation, if admitted, in priority to any payment to the Financial Creditors. The said amount shall be distributed amongst the Operational Creditors (Government/Statutor y Authorities) in proportion to their respective admitted claims. The Resolution Plan further provides that, in respect of Government creditors whose claims were not admitted by the RP, whose delayed claims are pending condonation before this Tribunal, who had not submitted their claims prior to submission of the Resolution Plan, or whose claims may subsequently be admitted after approval of the Resolution Plan, a consolidated amount of Rs.10,000/- shall be paid on a pro rata basis amongst such creditors. The Resolution Plan clarifies that the said amount is exclusively earmarked for such creditors and shall not be added to the amount proposed for the admitted Government creditors.

The Resolution Applicant proposes to make a pro rata payment of Rs.10,000/- or the liquidation value payable under applicable law, whichever is higher, against the admitted claims of the Other Creditors amounting to Rs.23,61,84,197/-. The said payment shall be made in priority to any payment to the Financial Creditors and shall be distributed amongst the Other Creditors in proportion to their respective admitted claims.

In respect of Other Creditors whose claims were not admitted by the RP, whose delayed claims are pending condonation before this Tribunal, who had not submitted their claims prior to submission of the Resolution Plan, or whose claims may subsequently be admitted after approval of the Resolution Plan, a consolidated amount of Rs.10,000/-shall be paid on a pro rata basis amongst such creditors. The Resolution Plan clarifies that the said amount is exclusively earmarked for such creditors and shall not be added to the amount proposed for the admitted Other Creditors.

The payment terms proposed for the Dissenting Secured Financial Creditors under the Resolution Plan are set out in the table below:

The SRA proposes to implement the Resolution Plan by meeting the cost of completion of the Project from the proceeds receivable from the Home Buyers (Class of Creditors) and from the Area to Fund Further Cost. The SRA has already deposited an EMD of Rs.1,00,00,000/-. The Resolution Plan further provides that the SRA proposes to obtain a line of credit from financial institutions by mortgaging and/or monetising the Area to Fund Further Cost.

The Resolution Plan records that the total proposed fund infusion amounts to Rs.537,12,00,000/-, which is proposed to be arranged from the following sources:

The SRA, by way of its Clarification Letter dated 11.04.2025, clarified that Clause 4.4 of the Resolution Plan relating to the manner of funding is merely an enabling provision and does not render the Resolution Plan contingent upon the occurrence or non-occurrence of any event. It was further clarified that the Resolution Applicant remains committed to implementing the Resolution Plan through the funding options set out in the Resolution Plan dated 14.03.2024.

With reference to the cash flow statement, the total borrowing required for successful completion of the Altavista Project is Rs.224.37 crore. It was submitted that, as on the date of the clarification, the Resolution Applicant had already obtained sanction of credit facilities aggregating Rs.225 crore, comprising Rs.150 crore sanctioned by JM Financial Asset Reconstruction Company Limited vide sanction letter dated 12.02.2025, and Rs.75 crore sanctioned by Kothari Products Limited vide Term Sheet dated 11.04.2025.

The RP further placed on record that SWAMIH Fund-I, by email dated 04.02.2025, confirmed that the Term Sheet dated 16.01.2024 for funding of Rs.387 crore continued to remain valid and that issuance of the final sanction letter was subject to satisfactory completion of the ongoing due diligence. Accordingly, it was submitted that, against the total borrowing requirement of Rs.224.37 crore, funding to the extent of Rs.225 crore had already been confirmed.

It is noted that the SRA has deposited an Earnest Money Deposit (EMD) of Rs.1,00,00,000/- at the time of submission of the EoI. It is further noted that, pursuant to the issuance of the Letter of Intent dated 22.03.2024, the SRA transferred an additional sum of Rs.1,00,00,000/- towards the Performance Security into the HDFC Bank account of the Corporate Debtor on 26.03.2024.

It is noted that the RP had filed IA No. 4009 of 2023 under Sections 43, 44 and 66 of the Code, seeking avoidance of alleged preferential and fraudulent transactions aggregating to Rs.5,26,00,000/-, which is pending adjudication before this Tribunal. The Resolution Plan provides that the said avoidance application shall be continued and any recovery arising therefrom shall accrue to the benefit of the Corporate Debtor and be utilised for completion of the Project. The cost of pursuing the said application shall be borne by the Corporate Debtor.

It is further noted that one of the members of the Successful Resolution Applicant Consortium, Mr. Surinderkumar Bansilal Sharma, was arrayed as Respondent No. 3 in the aforesaid avoidance application, wherein a contribution of Rs.20,00,000/- was sought against him. During the proceedings, Mr. Sharma undertook to pay the said amount, and vide order dated 17.01.2025, this Tribunal directed the CoC to verify the receipt of the payment and take an appropriate decision regarding continuation of the proceedings against him. Pursuant thereto, the CoC, in its 18^th meeting, approved withdrawal of the avoidance proceedings against Respondent No. 3 with 91.58% voting share, following which the RP filed an additional affidavit before this Tribunal seeking withdrawal of the proceedings against him.

It is further noted that the RP had also filed IA (IBC) No. 3235 of 2024 under Sections 43, 44 and 66 of the Code seeking avoidance of alleged preferential and fraudulent transactions aggregating to Rs.33,00,000/-. The said application came to be dismissed by this Tribunal vide order dated 25.10.2024.

one representative of the Resolution Applicant,

two representatives of the Continuing Lender,

one representative of the class of creditors (allottees), and

the Resolution Professional of the Corporate Debtor.

The quorum for the meetings of the Monitoring Committee shall be three members, out of which the attendance of the Resolution Professional as the Chairman, one representative of the Resolution Applicant, and one representative of the Continuing Lender shall be mandatory.

a. Payment of CIRP Cost as specified under Section 30(2)(a) of the Code;

b. Repayment of Debts of Operational Creditors as specified under Section 30(2)(b) of the Code;

c. Management of the affairs of the Corporate Debtor, after the approval of the Resolution Plan, as specified under Section 30(2)(c) of the Code; and

d. Implementation and supervision of the Resolution Plan by the RP and the CoC as specified under Section 30(2)(d) of the Code.

a. It 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.

b. Further, in terms of the judgment of the Hon’ble Supreme Court in Ghanshyam Mishra And Sons Private Limited v. Edelweiss Asset Reconstruction Company Limited, [(2021) ibclaw.in 54 SC], on the date of approval of the Resolution Plan by the Adjudicating Authority, all such claims which are not a part of the plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim which is not a part of the plan. Accordingly, no person, including the Central Government, any State Government or any local authority, guarantors and other stakeholders, will be entitled to initiate or continue any proceedings in respect of a claim prior to CIRP which is not a part of the Resolution Plan.

c. The approval of the Resolution Plan shall not be construed as a waiver of any future statutory obligations/liabilities of the Corporate Debtor and shall be dealt with by the appropriate authorities in accordance with law. Any waiver sought in the Resolution Plan relating to the period after the date of this order, more particularly licences and approvals for keeping the Corporate Debtor, shall be subject to approval by the authorities concerned, and this Tribunal will not deter such authorities from dealing with any of the issues arising after effecting the Resolution Plan. This Tribunal, however, recommends due consideration of the revival of the Corporate Debtor.

d. The Memorandum of Association (MoA) and Articles of Association (AoA) of the Corporate Debtor shall accordingly be amended and filed with the Registrar of Companies (RoC), Mumbai, Maharashtra for information and record. However, if any approval of shareholders is required under the Companies Act, 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.

e. The Successful 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. Any benefit that arises from statutes other than the Code is subject to approval by the respective authorities under that statute.

f. The concessions sought in relation to the stamp duty, taxes, registration charges, etc., for implementation of the approved Resolution Plan are not granted. However, the Resolution Applicant is at liberty to approach the competent authorities for exemptions, if permitted by law.

g. The reliefs sought in the Resolution Plan that are not explicitly granted are considered rejected, with liberty to the Resolution Applicant to approach the concerned authorities, without prejudice to this rejection.

h. The SRA is at liberty to approach competent Authorities for any exemption as sought in relation to Income Tax Returns, waivers from the applicability of any section under the Income-tax Act, 1961, the Central Goods and Services Tax Act, 2017, and other indirect taxes arising out of the implementation of the Resolution Plan.

The moratorium under Section 14 of the IBC shall cease to have effect from the date of this Order.

j. The RP shall supervise the implementation of the Resolution Plan and file a status report on its implementation before this Authority.

k. The Applicant/RP shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI, along with a copy of this Order, for information.

l. The Applicant/RP is further directed to hand over all records, documents, and properties of the Corporate Debtor to the SRA to enable it to carry on the business of the Corporate Debtor.

m. The RP shall stand discharged from his duties with effect from the date of this Order, save and except those duties that are enjoined upon him for implementation of the approved Resolution Plan.

n. A certified copy of the Resolution Plan (together with the addendum dated 22.03.2024 and the clarification letter dated 11.04.2025, which shall form part of the approved Resolution Plan), shall be provided by the Designated Registrar, as downloaded from the Data Management System of NCLT, on an application by the Applicant/RP or SRA.

o. The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI, along with a copy of this Order, for information.