Catalyst Trusteeship Limited vs Renaissance Indus Infra Private Limited

IA(PLAN)/49/2025- The above IA(PLAN)/49/2025 is listed for pronouncement of order. The same is pronounced in open Court, vide a separate order.

This present IA filed on 05.04.2025 by, Mr. Birendra Kumar Agrawal, Resolution Professional (‘the Applicant’) of M/s Renaissance Indus Infra Private Limited (‘Corporate Debtor’) under Section 30(6) and Section 31 of the Insolvency and Bankruptcy Code, 2016 (‘the Code’) read with Regulation 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (‘CIRP Regulation 2016’) for seeking approval of the Resolution Plan along with Addendum submitted by M/s. Sankalp Industrial Infratech Private Limited i.e., Successful Resolution Applicant as declared and approved by the Committee of Creditors with 99.24% votes in the 19^th CoC meeting dated 24.03.2025.

The Corporate Insolvency Resolution Process (‘CIRP’) of M/s Renaissance Indus Infra Private Limited (‘Corporate Debtor’) was initiated by this Tribunal vide order dated 31.03.2023 under Section 7 of the Code (‘said order’). Pursuant to the said order, the Applicant was appointed as the Interim Resolution Professional (‘IRP’) of the Corporate Debtor. Accordingly, Public Announcement in Form A was issued on 06.04.2023 inviting claims from all the creditors on or before 17.04.2023.

The suspended director of the Corporate Debtor filed an appeal challenging the Admission Order dated 31.03.2023 before the Hon'ble NCLAT vide-Company Appeal (AT)(INS) No. 448 of 2023. Hon'ble NCLAT vide order dated 13.04.2023, stayed the constitution of CoC, however subsequently vide order dated 23.05.2023 the Appeal was dismissed and the said stay came to be vacated. Thereafter, the suspended director had challenged the said order dated 23.05.2023 before the Hon'ble Supreme Court, which was dismissed vide order dated 24.07.2023.

The Applicant submits that after verification of claims, Committee of Creditors ('CoC') was constituted on 25.05.2023 and vide order dated 06.06.2023, the Tribunal recorded the report certifying constitution of CoC comprising Catalyst Trusteeship Limited, Clearwater Capital Partners Singapore Fund V. Pvt. Ltd. holding 91.86% and 8.14% votes respectively. Thereafter, from 3rd CoC meeting dated 13.07.2023, IIFL Finance Limited attended as unsecured Financial Creditor holding 0.76% of votes. The list of the claims admitted till the date of the meeting is as follows:

(Amount in Rs.)

The Applicant submits that in the 1st CoC meeting convened on 30.05.2023, the Applicant (IBBI Registration No. IBBI/IPA-001/IP-Poo564/2017-18/11040) was resolved to be appointed as the Resolution Professional ('RP') of the Corporate Debtor. Further, in accordance with Regulation 27 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (‘CIRP Regulation 2016’) and other applicable provisions, the CoC in its 2^nd meeting dated 21.06.2023 appointed registered valuers, namely KKCA Valuers LLP and RVE India Appraiser.com Pvt. Ltd.

The appointed valuers have submitted their Valuation Reports, which is at Annexure – ‘A43 Colly’. The summary of valuation by the registered valuers are, as submitted are reproduced below:

(Amount in Rs.)

Form G was published on 17.07.2023 in various newspapers, and the last date for submission of Expression of Interest (‘EoI’) was extended twice till 27.09.2023. The provisional and final lists of Provision Resolution Applicants (‘PRAs’) were shared on 29.09.2023 and 06.10.2023 respectively. The Information Memorandum (‘IM’), Evaluation Matrix and Request of Resolution Plan (‘RFRP’) were made available to PRAs from 20.10.2023, and timelines for submission of Resolution Plans were extended up to 10.02.2024. Thereafter, three Resolution Plans were received and opened in the 9^th CoC meeting held on 14.02.2024, and the PRAs presented their plans in the 10^th CoC meeting on 16.02.2024. The deadline for revised plans was extended up to 07.05.2024, and in the 12^th CoC meeting dated 20.07.2024, the Applicant apprised the CoC of compliance under Section 29A of the Code.

Thereafter, in 13^th CoC meeting dated 15.10.2024, Catalyst Trusteeship Limited (holding 91.17% voting share) and Clearwater Capital Partners Singapore Fund V Pvt. Ltd. (holding 8.07% voting share) executed Debenture Purchase Agreements dated 11.10.2024 and 10.10.2024 respectively with Parijata Trading Private Limited, whereby the loan accounts of the Corporate Debtor were assigned in its favour, leading to reconstitution of the CoC. The report certifying such reconstitution of CoC was subsequently taken on record vide order dated 03.01.2025. The final list of CoC members, along with their admitted claim amounts and respective voting shares, is set out below:

(Amount in Rs.)

Consequent to the reconstitution of the CoC, a fresh Form G was published on 16.10.2024 in the Free Press Journal and Navshakti newspapers, inviting Expressions of Interest, with the last date for submission on 31.10.2024. Pursuant thereto, the Applicant received 8 EOIs, and the final list comprising 8 PRAs was shared with the CoC in the 14^th CoC meeting held on 11.11.2024. On the same date, the RFRP and the IM were issued to all the shortlisted PRAs, and access to the Virtual Data Room was duly provided. The Final List of PRAs is as follows:

The Applicant submits that in the 17th CoC meeting held on 27.12.2024, the members were informed that only one Resolution Plan had been received, submitted by Sankalp Industrial Infratech Private Limited (formerly known as Fatehgarh Four SKP Green Ventures Private Limited) on 23.12.2024.

In the 18th CoC meeting held on 17.02.2025, the members were informed about the claims received pursuant to the issuance of the RFRP dated 11.11.2024. The said claims were placed before the CoC in accordance with Regulation 13 of the CIRP Regulations 2016, and the members were apprised that the claims were categorized as acceptable under the head “Other Creditors.” After deliberation, the CoC resolved to update the list of creditors accordingly and directed the Applicant to intimate the PRAs about such revision in the list. Further, the legal and compliance review report was placed before the CoC, which directed the Applicant to obtain a revised Resolution Plan incorporating the suggested modifications.

The Revised Resolution Plan was received on 13.03.2025 and the addendum to the Resolution Plan was submitted on 18.03.2025. In 19th CoC on 24.03.2025, the Resolution Plan by the Sankalp Industrial Infratech Private Limited was approved with 99.24% votes. The relevant extract from minutes of the said meeting are reproduced hereunder for ease of reference:

The Applicant submits that the approved Resolution plan along with addendum is compliant with the Code read with CIRP Regulations. The applicant submits that a compliance certificate in Form H dated 04.04.2025, later amended as per the new format prescribed by Insolvency and Bankruptcy Board of India (‘IBBI’) on 12.05.2025 was submitted vide Additional Affidavit dated 24.06.2025.

The Applicant submits that the Successful Resolution Applicant (‘SRA’), namely M/s. Sankalp Industrial Infratech Private Limited (formerly known as ‘Fatehgarh Four SKP Green Ventures Private Limited’), is not barred by section 29A of the Code from presenting a Resolution Plan for the Corporate Debtor as per the Affidavit dated 25.10.2024 under Section 29 A of the Code along with Undertaking cum Affidavit under Regulation 36A (7) of the CIRP Regulations.

Brief Background of the Successful Resolution Applicant (SRA): M/s. Sankalp Industrial Infratech Private Limited

The name of the company has been changed to M/s. Sankalp Industrial Infratech Private Limited (formerly known as ‘Fatehgarh Four SKP Green Ventures Private Limited’) with effect from 25.11.2024. M/s. Sankalp Industrial Infratech Private Limited is a dynamic and forward-thinking company having its registered office at B2/18, 1st Floor, Gandhi Path Chitrakoot Scheme, Vaishali Nagar Jaipur Rajasthan India 302021. The said Company has been established with a vision to diversify and innovate in the industrial and real estate sectors, the company offers a wide range of services encompassing manufacturing, development, and consultancy. M/s. Sankalp Industrial Infratech Private Limited has two directors - Mr. Sandeep Mandawewala and Mr. Girdhari Kyal.

The Resolution Plan includes the provision of CIRP Cost. As per Section 30(2)(a), the Successful Resolution Applicant proposes the payment of insolvency resolution process costs shall be as per the terms of this Resolution Plan and shall be paid in priority to the payment of other debts of the corporate debtor.

CIRP Costs of the Corporate Debtor shall be paid off from the Cash & Bank Balance available as on Effective date with the Corporate Debtor.

Further, in any case, Cash & Bank Balance as on Effective Date are insufficient to meet the Unpaid CIRP Costs, (if any) including IBBI Regulatory Fees shall be adjusted from the Consideration to be paid to Financial Creditors and in no instance, Successful Resolution Applicant shall be required to increase the Total Consideration. (Point 3.2 Note of Resolution Plan)

Equity Share Capital: The SRA proposes that an amount of Rs. 0.50 Crore would be infused as Share Capital or Share Warrants in the Corporate Debtor company from the own funds of the Resolution Applicants, within 90 days from the Effective Date.

Infusion of fund by the SRA: The SRA shall have the authority to infuse additional funds as and when required. This provision ensures that the SRA can adequately address any unforeseen financial needs or opportunities that may arise during the implementation of the Resolution Plan. The flexibility to inject funds at necessary intervals supports the smooth execution of the plan, maintaining financial stability, and fostering the continued growth and recovery of the Corporate Debtor.

(Rs. In Crores)

As per the RFRP dated 11.11.2024, it is stated that the Resolution Applicant shall provide EMD amounting to Rs. 3,00,00,000/- by way of Demand Notice/RTGS in favour of the Corporate Debtor along with the Resolution Plan. (Page 18 of RFRP).

The EMD amounting of Rs. 1 Crore (EMD 1) was deposited by the Successful Resolution Applicant at the time of submission of EOI on 29.10.2024 and has paid EMD of Rs. 3 Crores (EMD – 2) as a part of the Binding Resolution Plan at the time of submission of plan with the Resolution Professional on 23.12.2024

EMD of successful resolution applicant shall be adjusted in first payment schedule provided by the resolution applicant. In case Plan submitted by successful resolution applicant not approved by adjudicating authority, the same shall be refunded within 30 working days upon rejection order of Adjudicating Authority. In the event any appeal is preferred before any forum then the refund shall not be initiated. (Page 18 of RFRP).

As per RFRP, within 7 (Seven) business days of the date of approval of Resolution Plan by the CoC, the Selected Resolution Applicant shall provide a Performance Security via Demand Draft/RTGS amounting to Rs. 1 Crore (Indian Rupees One Crores Only) issued by scheduled commercial bank in favor of the Corporate Debtor, ("Performance Security"). The Performance Security shall only be adjusted against the last tranche payment unless such Performance Security has been adjusted/forfeited. (Page 20 of RFRP).

The SRA on 29.03.2025 deposited an amount of Rs. 1 Crores towards Performance Security Deposit in the account of the Corporate Debtor as per the terms of the RFRP along with Letter of Intent is annexed as Annexure A in the present Application.

The Monitoring Committee shall supervise the implementation of the Plan on the effective date.

The Composition of the Monitoring Committee is described as follows:

one representative of the Resolution Applicant and,

one representative of the CoC

The Remuneration of the Insolvency Professional proposed is Rs. 1,00,000/- for the month or part of the month.

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

The Monitoring Committee shall be governed and bound by the terms of the monitoring committee agreement to be executed after issuance of letter of intent in favour of the Resolution Applicant and will become effective on the Effective Date.

Monitoring Committee shall oversee the implementation and execution of Resolution Plan till the last tranche of payment as per the proposed payment terms.

The role of Monitoring Committee shall be as follows:

Oversee the implementation of the resolution plan to ensure it aligns with the terms approved by the Adjudicating Authority.

Ensure that the Corporate Debtor complies with all legal and regulatory requirements of the Resolution Plan during the implementation phase.

Provide regular updates and reports to the Committee of Creditors (CoC) and the Adjudicating Authority on the progress and any deviations from the resolution plan. iv. Submit the final report to the CoC and Adjudicating Authority for review and closure of the CIRP process.

The interests of existing shareholders have been altered by the Resolution plan as under (as per FORM H dated 04.04.2025):

On Effective Date, the existing Equity, Quasi Equity (if any) whether converted or in nature of Quasi Equity or are yet to convert of RIIPL shall stand cancelled/ extinguished/ Derecognized as per CIRP Regulation 37(a) of CIRP Regulations. (Point 3.3.2 of the Resolution Plan)

The SRA proposes that an amount of Rs. 0.50 Crore would be infused as Share Capital or Share Warrants in the Corporate Debtor company from the own funds of the Resolution Applicants, within 90 days from the Effective Date.

With cancellation of existing Equity, preference shares and Employee Stock Options, new shares or share warrants of Rs. 0.50 Crores (Rupee Fifty Lakhs only) shall be issued at face value of Rs. 10 each through fresh issue of Equity shares or Share warrants on Upfront Payment by the Resolution Applicant.

After the cancellation of shares of the erstwhile shareholders including promoters of Corporate Debtor, shares shall be issued in the name of Successful Resolution Applicant in the following proportion pursuant to Companies Act, 2013.

The fresh issue of 5 lakh Equity Shares or Share Warrants carrying face value of Rs. 10 each will be issued in the following manner (Section 3.3.3 of the Resolution plan):

Pursuant to Regulation 39(4) of the IBBI (CIRP) Regulations, 2016, the Applicant/Resolution Professional submitted the Compliance Certificate in Form H dated 04.04.2025 along with the Application. An updated Form H, in accordance with the IBBI notification dated 12.05.2025, has also been placed on record vide Additional Affidavit dated 24.06.2025.

Compliance of mandatory requirements under the Insolvency and Bankruptcy Code, 2016:

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

The CIRP has been conducted as per the timeline indicated as under:

On perusal of Form-H, 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 25.10.2024 as attached as Annexure- 'A40 Colly' of the application stating that Resolution Applicant nor any other person who is a connected person (as defined under the IBC) are ineligible under Section 29 A of the Code read with Regulation 36A (7)(c) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. The Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law.

It is further clarified that the CIRP period, including extensions and exclusions granted by this Adjudicating Authority, stands duly extended in accordance with Section 12 of the Code and applicable judicial precedents.

The Applicant has filed I.A. No. 4688 of 2023 on 20.09.2023 and I.A. No. 933 of 2024 on 22.12.2023 seeking avoidance of certain transactions under Sections 43, 44 and 66 of the Insolvency and Bankruptcy Code, 2016. The said applications are presently pending adjudication before this Adjudicating Authority. Further, in terms of Sections 4.1 and 5 of the approved Resolution Plan, the Successful Resolution Applicant shall be entitled to the benefit arising from any order that may be passed by this Adjudicating Authority in relation to avoidance transactions under Sections 43, 45, 49, 50 and/or 66 of the Code, including any recovery, realization or reversal of transactions, if allowed after the Effective Date. All litigation expenses and incidental costs in relation to the prosecution of the aforesaid avoidance applications shall be borne exclusively by the Successful Resolution Applicant. Any amounts, properties or other benefits realized pursuant to orders passed in the said applications shall accrue to and vest in the Successful Resolution Applicant in accordance with the terms of the Resolution Plan. It is clarified that any recoveries pursuant to avoidance applications shall be dealt with strictly in accordance with the terms approved by the Committee of Creditors and in compliance with the provisions of the Code. The allocation of such recoveries shall not prejudice the interests of creditors beyond what is permitted under law.

The CoC member, namely Parijata Trading Private Limited, holding 99.24% of the voting share, was represented by its Ld. Counsel through video conferencing on the hearing dated 12.02.2026. It was submitted that the CoC is fully aware of the benefit arising from the PUFE Transaction applications would go to the Successful Resolution Applicant and support such stipulation in the plan.

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:

a. In respect of relief and concessions, during the hearing on 12.02.2025, Ld. Counsel for the Successful Resolution Applicant, M/s. Sankalp Industrial Infratech Private Limited on instructions, submitted that the reliefs and concessions sought shall be limited to those permissible in law and in terms of the judgment of the 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, the resolution plan is unconditional irrespective of grant of any relief or concessions or otherwise.

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.

Accordingly, the Resolution Plan submitted by M/s. Sankalp Industrial Infratech Private Limited, is hereby approved, and I.A. (Plan) No. 49 of 2025 is allowed and disposed off.