Axis Bank Limited vs Vin Semiconductors Private Limited

IA(PLAN)/88/2025: - The above IA(PLAN)/88/2025 is listed for pronouncement of the order. The same is pronounced in the open court, vide a separate order.

The present Interlocutory Application has been filed on 05.01.2025 (refilled on 06.08.2025) by CA Prashant Jain (hereinafter referred to as “erstwhile Resolution Professional”) of M/s. Vin Semiconductors Private Limited (“Corporate Debtor”) under Section 30 read with Section 39 of the Insolvency and Bankruptcy Code, 2016 (“the Code”) read with Regulation 38 and 39 of the Insolvency and Bankruptcy Board of India (Resolution Process for Corporate Person) Regulation, 2016 (“CIRP Regulation”) with following prayers:

The Corporate Insolvency Resolution Process (‘CIRP’) of Vin Semiconductors Private Limited (‘Corporate Debtor’) was initiated vide order dated 10.11.2023 under Section 7 of the Code (‘said order’). Pursuant to the said order, the Resolution Professional was appointed as the Interim Resolution Professional (“IRP”) of the Corporate Debtor. Pursuant thereto, a Public Announcement in Form A was issued on 13.11.2023, in two newspapers namely Financial Express (All India, English) and Navakal (Mumbai Edition, Marathi), inviting claims from all the creditors on or before 24.11.2023.

The suspended board of director of the Corporate Debtor filed an appeal challenging the Admission Order dated 10.11.2023 before the Hon’ble NCLAT vide- Company Appeal (AT) (Insolvency) No.1533 of 2023. Hon’ble NCLAT vide interim order dated 29.11.2023, directed the Resolution Professional to refrain from constituting Committee of Creditors (“CoC”). Further, upon listing of the said appeal on 13.12.2023, the Suspended Directors withdrew the said appeal. The Interim order dated 29.11.2023 was also vacated.

Pursuant thereto, the Resolution Professional constituted the CoC on 14.12.2023. The list of CoC members, along with their respective claims, admitted claims and voting shares, is set out below:

(Amount in Rs.)

It is submitted that in the 1st CoC meeting held on 21.12.2023, it was resolved to appoint Mr. Prashant Jain (IBBI Registration No. IBBI/IPA-001/IIP-P01368/2018-2019/12131) as the Resolution Professional (“RP”) of the Corporate Debtor. Subsequently, vide Interim Order dated 06.04.2026 passed in IA No. 1330 of 2026, this Tribunal approved the replacement of the RP and appointed Solvenza Advisory LLP, an Insolvency Professional Entity bearing Registration No. IBBI/IPE-0144/IPA-1/2022-23/50008, as the Resolution Professional of the Corporate Debtor, acting through its authorised signatory, Mr. Prasant Jain (hereinafter referred to as “the Applicant”).

Further, in the said meeting the CoC members approved the appointment of the registered valuers. Pursuant thereto, on 11.01.2024, the following valuers were appointed:

The appointed valuers have submitted their Valuation Reports, annexed as Annexure – ‘M- Colly’. The summary of valuation by the registered valuers, as submitted is reproduced below:

(Amount in Rs.)

In the 2^nd CoC meeting held on 09.01.2024, it was resolved to publish Form G for purpose of inviting Expression of Interest ('EoI'). Thereby, the Applicant published Form G in Financial Express (All India, English) and Navakal (Mumbai Edition, Marathi) on 24.01.2024 where the last date of submission was set on 08.02.2024. Pursuant to the 3^rd CoC meeting on 05.02.2024, the applicant published another Form G on 08.02.2024 in the aforementioned newspaper for intimation of extension of last date for submission of EoI, wherein the last date was extended till 23.02.2024.

It is submitted that the Resolution Professional had received 10 (Ten) EoI for the Resolution of the Corporate Debtor. The Provisional list of Prospective Resolution Applicants ('PRAs') was published on 02.03.2024, followed by the Final List of PRAs on 16.03.2024. The final list of PRAs is as follows:

It is submitted that the last date for submission of Resolution Plans was initially fixed as 17.04.2024 and was subsequently extended to 03.06.2024. Pursuant thereto, the Resolution Professional received four Resolution Plans from the following PRAs:

Nakshatra Asset Ventures Ltd

Sunsai Media Developers Pvt Ltd

Abhishek Tibrewala

Subhash Pawar

In the 6th CoC Meeting held on 04.06.2024, the Resolution Plans were opened in the presence of the PRAs. Thereafter, in the 7th CoC Meeting held on 24.06.2024, the CoC granted an opportunity to all PRAs to enhance their financial proposals and submit revised Resolution Plans by 02.07.2024. Pursuant thereto, revised Resolution Plans were received only from Sunsai Media Developers Private Limited and Mr. Abhishek Tibrewala. Mr. Shubhash Pawar submitted only a revised financial offer, while Nakshatra Asset Ventures Private Limited did not submit a revised Resolution Plan.

Further, in the 10th CoC Meeting held on 09.08.2024, the Resolution Applicants were given another opportunity to enhance their financial proposals and submit compliant Resolution Plans by 12.08.2024. In the 11th CoC Meeting held on 14.08.2024, revised Resolution Plans were received only from Sunsai Media Developers Private Limited and Nakshatra Asset Ventures Private Limited, the latter without any enhancement in its financial proposal. Upon the request of Mr. Shubhash Pawar, the timeline for submission of a revised Resolution Plan was extended from time to time, with the final extension granted up to 05.09.2024.

It is submitted that, in the 14th CoC Meeting held on 17.09.2024 (adjourned to 20.09.2024 and 23.09.2024), the Resolution Plans were discussed and deliberated upon by the RP, CoC members, and the PRAs. During the deliberations, the CoC raised certain queries regarding the Resolution Plan submitted by Sunsai Media Developers Private Limited. Pursuant to the CoC's directions, the RP sought clarifications from the Resolution Applicant and obtained a revised Resolution Plan dated 09.10.2024.

Subsequently, voting on the Resolution Plans commenced on 14.10.2024 and concluded on 21.12.2024. Upon completion of the voting process, the CoC approved the Resolution Plan, along with the addendum submitted by M/s. Sunsai Media Developers Private Limited, with a voting share of 99.43%. The relevant extract of the resolution passed by the CoC, along with the voting results, is reproduced below for ease of reference:

The Resolution was approved with 99.42% Majority

The matter had come up for consideration on 16.02.2026, where the following order was passed:

In compliance of the undertaking noted in the above order, the Resolution Professional has filed an Additional Affidavit dated 18.03.2026, placing on record the Affidavit of the Resolution Applicant dated 17.03.2026, whereby the Resolution Applicant has confirmed its consent and the unconditional nature of the Resolution Plan, irrespective of the outcome of the proceedings pending before the Hon’ble Bombay High Court concerning the order passed by the Revenue Authorities.

Moreover, when the matter came up for consideration on 28.04.2026, the Tribunal has passed the following order:

In compliance with aforesaid order, the Applicant filed written note dated 01.06.2026. It is submitted that no monetary claim has been raised by any Land Revenue Authority against the Corporate Debtor and therefore the question of classification of such claim as secured or unsecured does not arise. It is stated that the issue involved pertains solely to mutation entries in the revenue records concerning the property bearing Unit No. G-5, Shree Rajlaxmi Apparels & Industrial Park, Village Pogaon, Bhiwandi – 421302 (“Subject Property”).

It is also stated that the subject property is not under attachment by any Revenue Authority; no recovery proceedings are pending against the Corporate Debtor in respect of any land revenue dues; no statutory demand has been raised by the Revenue Authorities against the Corporate Debtor, and the dispute pending before the Hon'ble Bombay High Court pertains only to restoration and validity of mutation entries in the revenue records. Accordingly, the issue involved is confined to restoration and validity of Mutation Entry No. 1133 in the revenue records. The Applicant also enclosed the copy of the order dated 15.10.2025 in RTS 2722/PR.KR.586/J-4 by the Court of Hon'ble Minister (Revenue) State of Maharashtra and Copy of the order dated 19.01.2026 passed in Writ Petition No. 752 of 2026 by the Hon'ble Bombay High Court.

It is noted that as per the Affidavit of the Resolution Applicant dated 31.05.2025 under Section 29 A of the Code, the Resolution Applicant, namely M/s. Sunsai Media Developers Private Limited, is not barred by section 29A of the Code from presenting a Resolution Plan for the Corporate Debtor.

The Resolution Professional submits that the approved Resolution plan is compliant with the Code read with CIRP Regulations. The applicant submits that in compliance with Resolution 39(4) of the CIRP Regulations, a compliance certificate in Form H dated 03.01.2025 has been submitted.

Brief Background of the Successful Resolution Applicant (SRA): M/s. Sunsai Media Developers Private Limited

The company Sunsai Media Developers Private Limited was incorporated is a private limited company on 22.04.2004 and registered under the Companies Act 1956 and existing under the Companies Act 2013. Sunsai Media Developers Pvt Ltd. (“Sunsai”), an equipment warehouse for all the Television, Film Productions Shoot and post production activities and offers a multitude of services for television shows in India. Sunsai has been providing the highest quality set equipment's for any size of creative form - be it film, television, commercial, music video or special event, with agile service delivery, and has now forayed into being the new media hub for H.D. Equipment's.

The Resolution Plan includes the provision of CIRP Cost. The resolution applicant proposes for payment of unpaid resolution process cost at Rs. 45.00 Lakhs and same will be payable on priority within 60 days of approval of Resolution Plan by the NCLT.

It is also submitted that if the unpaid CIRP Cost is less and if any surplus is available from the internal generation of the corporate debtor the same will continue to remain with the corporate debtor and shall not be distributed to the stakeholders. If the unpaid CIRP cost is more than Rs.45.00 Lakhs it will be deducted from the share of the secured financial creditors.

The financial outlay of the plan is submitted as under:

The Resolution Plan proposes infusion of total sum of Rs. 569.53 Lakhs comprising of infusion of Rs. 200 Lakhs towards Equity share for the amount proposed in the Resolution Plan and Rs. 369.53 as a loan. Further, UNSAI and/or its associates will induct funds in the resulting company towards capex and operating expenditure up to Rs. 100 Lakhs in the first 12 months.

The Resolution Applicant may raise fresh working capital to ensure regular supply of raw material and also adequate non-fund-based limits to open letter of credit and also issuance of bank guarantees wherever required. In case the Corporate Debtor receives more project orders then the RA will suitably increase the working capital limits either by borrowing from banks and financial institutions or through its own sources.

It is stated that a refundable Earnest Money Deposit (EMD-I) of Rs. 2.5 Lakhs shall be paid along with the application for EoI by way of Demand Draft/Bankers cheque/ NEFT / RTGS in the favour of Vin Semiconductors Private Limited payable at par, which will be refundable to all the PRAs within 1 month of the following event: a) If the PRA is found to be ineligible to be a Resolution Applicant. b) If the PRA does not submit the Resolution Plan. c) If the Resolution Plan is rejected by the COC.

The Resolution Plan states that as per the RFRP, each Resolution Applicant shall deposit Rs. 25 lakhs as EMD II in favour of the Corporate Debtor along with the resolution plan. The Resolution Applicant deposited a demand draft pay order of Rs. 25 Lakhs bearing instrument No. 541876 dated 01.06.2024 issued by Karur Vysya Bank Limited in favor of Mis. Vin Semiconductors Private Limited.

During hearing on 01.06.2026, the Ld. Counsel for the Applicant stated that EMD I & II amounting to sum of Rs. 27.5 Lakhs was deposited by the Resolution Applicant in favor of the Corporate Debtor.

It is stated in the Letter of Intent dated 24.12.2024 issued by the Resolution Professional to the Resolution Applicant that in accordance with Clause 3.4.4 of Request of Resolution Plan ('RFRP'), the Resolution Applicant is required to submit the Performance Bank Guarantee equivalent to 10% of the amount offered in the Resolution Plan after the adjustment of the EMD I & II i.e., an amount of Rs. 29,45,300/- by way of Demand Draft/ Electronic Fund Transfer / Bank Bankers Cheque/Performance Bank Guarantee, within 5 (Five) business days of issuance of LoI, latest by 01.01.2025.

It is submitted that the Resolution Applicant has deposited an amount Rs. 29,45,3000/- on 01.01.2025 in favor of the Corporate Debtor after adjustment of the EMD I (Rs. 2.5 Lakhs) and EMD II (Rs. 25 Lakhs). As performance security.

The details of amounts provided for the stakeholder’s as per FORM H (03.01.2025) are as under:

From the NCLT Approval Date till the implementation of the proposed transaction under the Resolution Plan i.e., payment to the Secured Financial Creditors (Lenders) and other stakeholders as per the plan, the Monitoring Committee shall supervise the implementation of the Resolution Plan.

The Monitoring Committee shall comprise of:

1 Nominee from the Secured Financial Creditor

1 Nominee from Resolution Applicant/Investor

Resolution Professional

The Resolution Professional shall be the Chairman of the Committee and remuneration to act as a Chairman of the Monitoring Committee shall be decided in consultation with the members of the Monitoring Committee.

Management and Control of the Business of the Corporate Debtor upon Implementation of Resolution Plan:

On approval of Resolution Plan, the existing Board of Corporate Debtor shall be deemed to have vacated the office. Further, the Board of Directors nominated by the Resolution Applicant shall be constituted on Payment of complete consideration under the Resolution Plan. The Resolution Applicant shall identify and appoint a suitable professional to manage the affairs of the company on a day-to-day basis, with the support of the key managerial personnel of the company and with guidance from the Board of Directors. The Nominee Director and key managerial personnel to be inducted are tentatively proposed as under:

The Resolution Applicant will ensure that the resolution plan shall be implemented in accordance with the compliance of all applicable laws and regulation governing the terms and conditions of this resolution plan and shall not contravene any provisions of the law for the time being in force.

Upon approval of the Resolution Plan by the Adjudicating Authority the entire existing Paid-up equity share capital of the company shall without any further action shall stand cancelled with effect from the Effective Date.

The interests of existing shareholders have been altered by the Resolution plan as under:

The Resolution Applicant shall be allotted 20,00,000 equity shares of the Corporate Debtor of Rs. 10 each at par fully paid up against the infusion of funds brought in by them to ensure that the payment to all the stakeholders can be met and the corporate debtor has sufficient capital to revive its operations.

Pursuant to Regulation 39(4) of the IBBI (CIRP) Regulations, 2016, the Applicant/Resolution Professional submitted the Compliance Certificate in Form H dated 03.01.2025 along with the Application.

Compliance under mandatory requirements under IBBI (Insolvency Resolution Process of Corporate Debtor) Regulations, 2016:

As per the interim order dated 17.02.2025 in IA/538/2025, the Resolution Professional sought an extension of 47 days in the CIRP period from 19.11.2024 to 05.01.2025, which was approved by this Tribunal. It is noted that the present Interlocutory Application seeking approval of the Resolution Plan was filed on 05.01.2025; therefore, the application has been filed within the extended CIRP period.

On perusal of Form-H dated 03.01.2025, it is seen that the Resolution Plan is in compliance with the mandatory compliances as stipulated under Section 30(2) of the Code. The Successful Resolution Applicant has submitted an Affidavit dated 31.05.2025 under Section 29 A of the Code as attached as Annexure- 'N' (Page 410). Further, in Form H, the Resolution Professional has certified that “the Resolution Applicant has submitted an affidavit pursuant to Section 30(1) of the Code confirming its eligibility under Section 29A of code to submit resolution plan. The contents of the said affidavit are in order”. Accordingly, it is submitted that the Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law.

The Resolution Professional has filed IA No. 981 of 2025 and IA No. 255 of 2025 on 04.02.2025 and 25.11.2024 respectively, seeking avoidance of certain transactions under Section 43 read with Section 44 and Section 66 of the Insolvency and Bankruptcy Code, 2016. The said applications are presently pending adjudication before this Adjudicating Authority.

In the Resolution Plan, it is stipulated that in the event, any transaction is avoided/set aside by the NCLT in terms of Sections 43, 45, 47, 49, 50 or 66 of the Insolvency and Bankruptcy Code, 2016 and any amount is received by the resolution professional or the corporate debtor in furtherance thereof, such sum shall be deemed to have been received for the benefit of the Secured Financial Creditors and shall be paid to the Secured Financial Creditors ("Pass-Through Amount").

For the avoidance of doubt, the pass-Through Amount shall be paid to the Secured Financial Creditors in addition to the pay-out envisaged for the Financial Creditors under this Resolution Plan. Further, the RA shall ensure that all the actions initiated pursuant to Sections 43, 45, 47, 49, 50 or 66 of the Code shall be pursued and the Corporate Debtor and the RA shall ensure all cooperation is provided for such actions being pursued, at all times even after the approval of the resolution plan by the Adjudicating Authority. It is to be noted that any such Pass-Through Amount will be allocated to Secured Financial Creditors in proportion of their Admitted Claims to Total Admitted Claims of Secured Financial Creditors.

In K Sashidhar v. Indian Overseas Bank & Others (2019) 12 SCC 150, 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 (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan, as approved by CoC, meets the requirements specified in Section 30(2). The Hon'ble Apex Court further observed that the role of the NCLT is 'no more and no less'. The Hon'ble Apex Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is 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.

In view of the law laid down by Hon'ble Supreme Court, the commercial wisdom of the COC is to be given paramount importance for approval / rejection of the resolution plan. As the Resolution Plan meets the requirements of the Code and the IBBI (CIRP) Regulations, 2016 the same needs to be approved. Accordingly, the Resolution Plan is approved with the following directions:

The Resolution Plan submitted by M/s. Sunsai Media Developers Private Limited is hereby approved. It shall become effective from this date and shall form part of this order. It shall be binding on the Said 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.

No person will be entitled to initiate or continue any proceedings in respect to a claim relating to the period prior to CIRP period which is not part of the Resolution Plan.

The Monitoring Committee shall supervise the implementation of the Resolution Plan and shall review operational performance of the corporate debtor.

The Resolution Professional is further directed to handover all records, premises / documents to the Resolution Applicant to finalise further line of action required for starting of the operation as contemplated under the Resolution Plan. The Resolution Applicant shall have access to all the records premises / documents through Resolution Professional to finalise further line of action required for starting of the operations.

As per the Resolution Plan, extinguishment of existing shares of the said corporate debtor, allotment of shares to the Resolution Applicant and to New Investor and reduction of share capital do not require the consent of shareholders as required under the Companies Act or any other authority for implementation of the Resolution Plan.

The aspect of reliefs and concessions are dealt herein under:

a. In respect of reliefs and concessions, during the hearing on 01.06.2026, the Ld. Counsel of Applicant submitted that the relief and concession shall not extend beyond the scope of the judgement of Hon'ble Supreme Court of India in the case of Ghanshyam Mishra & Sons (P) Ltd. vs. Edelweiss Asset Reconstruction Co. Limited (2021) 9 SCC 657 and in terms of provisions of Section 31(1) and 32A of the Code.

b. Approval of the Resolution Plan shall not be a ground for termination of any existing consents, approvals, licenses, concessions, authorizations, permits or the like that has been granted to the Said corporate debtor or for which the Said corporate debtor has made an application for renewal, grant permissions, sanctions, consents, approvals, allowances, exemptions etc.

c. Any exemption as sought for in relation to the payment of registration charges, stamp duty, taxes and fees arising out of the implementation of the Resolution Plan is not granted but the Resolution Applicant is at liberty to approach Competent Authorities for the exemptions if permitted under the law.

d. For past non-compliances of the Said corporate debtor under applicable laws the Resolution Applicant shall not be liable for any liabilities and offences committed prior to the commencement of CIRP as stipulated under Section 32A of IBC, 2016.

e. It is hereby clarified that in terms of the Judgement of Hon'ble Supreme Court in the matter of Ghanshyam Mishra and Sons Private Limited Vs. Edelweiss Asset Reconstruction Company Limited, on the date of approval of the 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 of a claim which is not a part of the Resolution Plan.

f. With regard to other concessions and reliefs, most of them are subsumed in the reliefs granted above. The relief included in any part of resolution plan, which is not expressly granted above, shall not be construed as granted. The exemptions if any sought in violation of any law in force, it is hereby clarified that such exemptions shall be construed as not granted. It is further clarified that the reliefs and concessions sought which are beyond the scope of provisions of Section 31(1) and Section 32A of the Code cannot be granted and are as such deemed to have not been granted.

g. It is also clarified that, if this Resolution Plan stipulates or provides for any benefit flowing through any other law, then the same may be deemed as not allowed/approved and would be open to action by the concerned authority in accordance with law.

The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the concerned Registrar of Companies (RoC), 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.

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

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

The Applicant shall forthwith send a certified copy of this Order to the CoC and the Resolution Applicant, respectively for necessary compliance.

Accordingly, the Resolution Plan submitted by M/s. Sunsai Media Developers Private Limited is hereby approved, and I.A. (PLAN) NO. 88 of 2025 is allowed to the extent above and is disposed off.