Corporation Bank vs Unimark Remedies Limited

Per: Suchitra Kanuparthi, Member (Judicial)

The present application is referred to me by an order of Hon’ble President, NCLT, Principal Bench, New Delhi vide order dated 4^thNovember, 2019 to adjudicate on the brief issue whether fresh valuation can be ordered in view of the dissenting judgement.

The above M.A. was heard by Division Bench consisting of Hon’ble BhaskaraPantula Mohan, Member(J) and Hon’ble V. Nallasenapathy, Member (T). The hon’ble Judicial Member ordered a fresh valuation and whereas the hon’ble Technical Member dissented with the order of valuation.

This Application is filed by the Dissenting Financial Creditor aggrieved by the Approval of Resolution plan by the Committee of Creditors (COC) who failed to maximize the assets of the Corporate Debtor (CD) as there is a strark contrast in the value of assets (both tangible & intangible) shown in the balance sheet of the CD for the financial year 2017-18 and the valuations arrived at by the two Registered Valuers appointed by the Resolution Professional during the CIRP process.

The valuation of the Plant & Machinery being Rs.241.63 and Intangible assets being Rs.205.65 crores as on 31.03.2018, was reduced by Rs.200 crores under the head Plant & Machinery and value of Intangible assets was assigned as zero, as per the two Valuation Reports submitted by the Valuers.

The CIRP process of the CD spring into action on 03.04.2018, by order of Hon’ble Bench of NCLT. The Financial Creditors claimed Rs.1073 crores under the Resolution Process. The COC meeting dated 26.12.2018 recorded the liquidation value of Rs.111 crores after deducting the CIPR cost of Rs.13 Lacs. The Resolution Plan of RA (Consisting of consortium of ARCIL, Shamrock and Intas) was approved by COC on 1.01.2019 and 72.25% majority voted in favor of the plan.

The 7% dissenting Applicant filed this application seeking the following prayers:

The Resolution plans failed to maximize the assets of the Corporate Debtor (hereinafter called ‘CD’) which would in turn balance the interest of all stakeholders viz the financial creditors, the operational creditors including employees, workman and stakeholders.

The liabilities of all creditors (interalia the workers admitted claim) has not been met in the Resolution Plan.

The Financial Creditors have suffered a huge haircut.

The Resolution Plan is for a meagre amount and is not based on any appropriate and fair price discovery mechanism. The total assets including the fixed assets of CD was valued at Rs.629.24 crores as per the audited balance sheet of the year 2017-18, whereas the entire plan value in both the Resolution plans is Rs.123 crores.

The Resolution plan of successful resolution applicant proposes that Rs.80 crores will be invested towards sale of ‘Bavla’ business undertaking of ‘INTAS’ as and by way of ‘Slump sale’ which is totally against the letter &spirit of IBC and the Vapi Unit is being offered Rs.60 crores. But infact, the Bavla unit as per the valuation report dated 02.01.2016 of Anmol Shikri Consultants Pvt. Ltd., was valued at Rs.486.86 crores (Bavla) and Rs.274(Vapi).

Both the plants at Vapi and Bavla are operative and since operating plant & machinery value cannot be so deteriorated by CIRP valuers. Only 6 plants in the International market for manufacturing Carbapenem exist worldwide and the unit of CD is one of them. Carbapenem is a complex technology and high growth product. There is no question of having such a low value for the plant & machinery and the Intangible assets could never have been valued at zero value.

One of the members of RA (being INTAS had expressed their intention to buy Bavla Unit for Rs.150 crores saddled with all statutory dues/debts/out standings and now the value ascribed for both units being Rs.80 crores.

The CD is a financially distressed company which has “going concern surplus’ which has not been preserved at all as the business of the CD is not sold at the ‘real intrinsic value’ (Intrinsic value mean both tangible and Intangible assets). Under the pretext of resolution process, the assets of CD are attempted to be transferred for a much lower amount than ‘market value of asset’.

The Resolution plan indirectly paves way for the wealth transfer to the particular class viz: Resolution Applicants at the cost of all other stake holders and creditors of CD.

There is no uniform parameter adopted for payment to Financial Creditor

Under the pretext of warning letters dated 12.08.2016 issued to CD by US food & Drug Administration (USFDA), the intangible asset of CD has been valued at zero. The CD has been doing their regular business of manufacturing and exporting generic drugs even after receipt of warning letters. The turnover of the CD during the CIRP being Rs.80 Crores, hence it is an error apparent on the face of procedures adopted by CIRP valuers in arriving at nil value to the Intangible assets of the CD on the ground of receiving the USFDA warning letters.

The procedure adopted for valuing Pharmaceutical Companies is entirely different when compared with valuation of non-pharmaceutical companies. The CIRP Valuers failed to value the assets of CD (Both Tangible and intangible) as per international standards adopted for the Pharmaceutical Companies.

The comparative chart of Fixed Assets, major two assets i.e., Plant & Machinery and Soft IPR Assets are significantly undervalued to the tune of Rs.400 Crores as below:

The extract of Minutes of meeting of COC dated 01.11.2018 wherein technical advise was sought regarding deterioration of value of ANDAS if the warning letters were not cleared. From COC minutes dated 19.10.2018 and 13.08.2018 state that members consented to make payment of USD 245600/- towards GDUFA fee to retain license for export to US & Europe for which license retained for export to 63 countries. Still the Intangible assets were not given any value.

There are several key factors for valuating pharmaceutical companies such as follows;

In a pharmaceutical company, if the Intangible assets are not valued, the entire valuation of the said pharmaceutical company will be drastically affected.

No proper explanation offered for the inordinate delay in submission of valuation reports of both CIRP valuers.

The RP is not supporting any particular applicant, nor does he have anything against any other party to CIRP and is contesting the present MA on a limited issue of the allegations leveled against the RP.

Despite the valuation reports being shared well in advance, no member of COC including the Applicant raised any query or concern regarding the valuation except the queries in respect of the goods under Bailor-bailee arrangement.

The applicant failed to share wisdom on valuation during the CIRP process.

Valuation was conducted in compliance with the Code and CIRP regulations.

Despite the valuation reports being shared well in advance, no member of the COC including the Corporation bank raised any query or concernregarding the valuation except the queries in respect of the goods under the bailor – bailee agreement (which queries were addressed by the valuers). It may be added that COC members also had a meeting with the valuers to discuss the valuation and no valuation related concerns were shared by the Corporation bank with them.

Hence, the duty of the RP under the Code is not to value the Company but to appoint the valuers for valuation of the company. To ensure that the valuers are independent, Regulation 27 provides that the valuer should not be related to the Corporate Debtor or the RP.

The Code further provides for Fair Liquidation value under Regulation 35 as follows:

Hence the valuation exercise was undertaken by the registered valuers in accordance with internationally accepted valuation standard after physical verification of inventory and fixed assets of the CD. After receipt of the resolution plans, the RP has to provide the fair value and liquidation value to COC. If two estimates are significantly different, the RP can appoint another registered valuer so that the average of the two closest estimates can be considered as fair liquidation value.

The role of RP is limited to share the values with COC members. The valuers to be appointed shall be registered valuers and regulated by IBBI as notified by the Code.

The COC ratified the appointment of two Valuers. M/s Rakesh Narula & co. has conducted valuation in more than 100 companies and Delta valuers & appraisers LLP has conducted multiple Insolvency valuations.

The figures in the balance sheet for the financial year 2018 did not provide for valuation of intangible assets. The valuers have conducted the valuation after physical verification of assets of the CD. The valuation of intangible assets for the purpose of the balance sheet is undertaken as per the accounting standard on the basis of costs and investment made by R&D and intangible assets and does not reflect the liquidation or fair value of these assets.

The Information Memorandum (IM) is prepared by RP on the basis of balance sheets and accounts.

Transaction audit report is submitted by the auditor who is entrusted the task of valuation of assets.

Valuation undertaken by Anmol Shikri in February 2016 refer to fair market value of assets of CD. He is not a registered valuer.

The valuation by ICICI Securities is not a valuation report but a presentation to attract investor for the Company.

Information available online regarding acquisitions in Pharma space can never be determint of what should be the liquidation value of the company in CIRP.

Valuation is not exact science and based on estimates and perception of experts who are in the business of valuation.

It is incorrect to dismiss the reports of registered valuers.

The rectification of warning letters required a capex around Rs.20 crores.

Only two Resolution Plans were received for CD. The liquidation value or fair value conducted by valuers was never revealed to the bidders (except Omkara ARC who was part of COC and had access to valuation reports.

The Minutes of COC dated 01.11.2018, 14.11.2018, 04.12.2018 & 24.12.2018 recorded the discussion of rationale of valuation, the bidders provided justification of providing a certain value to the CD based on their diligence and risk perception such as the market for carbepenem becoming very challenging and price of carbepenem having fallen.

The COC is constituted under Sec.21 of the Code and comprises of all Financial creditors of CD. The COC is required to carry out decisions for working of CD through voting.

The most significant role of COC in Sec.30 in relation to voting on resolution under Sec30(2) requires COC to approve a plan by not less than 66% of voting share of financial creditors, after considering feasibility and viability.

COC is vested with the power to take decisions regarding the fate of a company undergoing CIRP on the rationale that is an economic legislation and creditors have the required knowledge and commercial wisdom.

This application is untenable and not maintainable and has to be dismissed. The Resolution plan as approved by COC is under consideration and approval before this Hon’ble Tribunal.

The scope of judicial intervention is restricted to the conditions mentioned under section 31 of the code, the code specifically empowers the financial creditors to make commercial decisions through their vote and such decisions are not ordinarily subject to judicial interference.

The Adjudicatory Authority is not empowered to grant such declaratory reliefs as sought by the Applicant. Sec. 60(5) (c) lays down that this Hon’ble Tribunal has jurisdiction over any question of law in relation to the proceeding arising out of Insolvency resolution of CD.

COC has followed due process.

The Registered valuers provided reasoned reports.

COC does not have the technical knowledge and/expertise either to carry out a valuation process or to delve into methodologies and manner of valuation carried out.

CD is facing warning letters issued by USFDA.

The value of assets mentioned in the financial reports of a company mentions book value and whereas the value of the assets derived by the valuers under the code specifically requires for determination of fair value or liquidation value. Therefore, the main contention of the applicant that the valuations provided by the valuation reports are incorrect in view of the value assigned to them in the audited financial reports of CD in the preceding years.

The investment of CD into development of products and molecules have been classified as ‘Intangible assets’ under development which includes investment carried out towards ANDA and DMF approval. Therefore, it is not the value of the Intangible Asset which can be equated with the liquidation value. The COC had reviewed the valuation reports in their commercial wisdom.

The valuation is not exact science and the technical expertise cannot be challenged before the courts without strong evidence.

Jurisdiction of the Tribunal under Sec.30(6), the plan as approved by COC has to be placed before the Tribunal for approval under Section 31 of the Code.

It is within the four corners of Sec.31 that this Hon’ble Tribunal exercises jurisdiction in deciding whether to approve or reject the plan.

Valuation of CD is dependent on the potential commercial profit/cash flow that can be earned by commercializing the products manufactured in that unit. The end products manufactured by the CD has seen a decline in commercial potential over the last few years due to increasing competition in the market, thus affecting pricing and ability of players to take market share. Hence the potential return on capital invested for any incoming investor has consequently declined.

The regulatory action by the drug authorities from developed markets has led to substantial loss in value of companies. Such actions impact existing sales and impacts further approvals.

The CD has filed Abbreviated New Drug Application (ANDA) in 2013-14 and are still awaiting approval from USFDA.The commercial potential of these drugs is limited.

USFDA had undertaken inspection of Bavla & Vapi units in March 2014 and thereafter issued a warning letters in 28.09.2015, there was re-inspection in 2015, which failed due to non-compliance. Second warning letter was issued in 2016.

Vapi unit received warning letter on 12.08.2016 and upon re-inspection by USFDA in September 2017, non-compliance was confirmed. May 2018 Diligence team EIR dated May 2018 asserted that Vapi unit is unacceptable for supply to US markets.

The book value of CD has not recorded the impairment impact of the delays due to regulatory actions on manufacturing facilities and intangible assets of CD.

Intas value to buy Bavla unit for Rs150 crores was based on certain assumption which were to be verified during due diligence process namely:

Pursuant to the expression of Interest under the current CIRP Process in the year 2018, a detailed commercial, legal technical, tax and real estate diligence (“Diligence”) was undertaken. The brief findings of the technical team of Intas are as follows;

Further, during the Diligence, there were certain observations which were made pertaining to the operation, land, sales of the Bavla unit which are as follows;

- 10 % of the land has clear and marketable title;

-37 % of the land has agricultural status;

-53 % is under litigation and does not have a clear and marketable title.

The applicant has made allegations against two valuation reports, but has not produced any independent valuation report by registered valuer to show that valuations made were incorrect in any way.

The Successful Resolution Applicant attended various negotiation meetings and revised/modified the resolution plan and improved their offer.

The plan of the Resolution Applicant was thus approved by the COC with process advisors after due evaluation and consideration.

Further, the said plan submitted by the Successful Resolution Applicant was commercially viable as:

Business projection for the next 3 years is given in detail and sets out of projections for the ongoing products in concern their sales, volumes etc., based on which the projections have been made and arrived at. These projections are in line with the existing assets on ‘as is’ basis as well as the Capex that will be invested in the unit are in line with the previous track record of the Corporate Debtor when the Corporate Debtor was doing well and hence these projections are very much possible, realistic and conservative.

The applicant never raised any grievance pertaining to valuation or slump sale of Bavla unit during the COC meetings.

Intas is acquiring Bavla unit and that CD will execute business transfer unit in favor of Intas(BTA). The execution of BTA is beneficial for the business of CD and in the interest of all employees. The interest of all employees/workman of Bavla unit. Intas being a leading Pharmaceutical Company will require to infuse Rs.50 crores as capital expenditure to revive Bavla Unit.

Under the provisions of IBC, the adjudicating authority is empowered under section 61 to adjudicate upon the issues arising out of IBC.

NCLT exercises the dual role being a quasi-judicial Tribunal form to exercise jurisdiction in relation to proceeding under Companies Act, 2013 and the matters arising out of IBC.

The adjudicating authority under rule 11 of the NCLT Rules has inherent jurisdiction which as follows;

The issues relating to valuation of assets of the CD has been captured in the minutes of the meeting dated 19.10.2018, 29.10.2018, 01.11.2018, 04.12.2018, 24.12.2018, 26.12.2018.

There was a confusion as to when the final valuation reports were prepared. The minutes of the meeting of the COC held on 19.10.2018 record that the valuation report from Delta Valuers was final, yet the minutes of the meeting held on 24.12.2018 record that it was only a draft valuation report. However, within an hour they agreed to handover the draft valuation report as final report despite not having any documents as sought for.

On the onehand the valuation report attributes nil value to the intangible assets of the CD, however, on the other hand the COC infuse money into the CD to renew his licensee.

The adjudicating authority while approving the Resolution plan under section 36 and 31 of the I and BC would have to satisfy itself that the Valuation repot prepared by the approved valuers were done after following the procedures set out in I and BC and the regulation therein.

The adjudicating authority cannot question the commercial wisdom of COC while approving the plan but the adjudicating authority has to come to an independent conclusion that the Resolution plan is not in violation in provisions of the IBC.

It is the duty of adjudicating authority to exercise the judicial powers and discretionary powers vested in it to call for any information as if may require to satisfy itself that any particular resolution plan is compliant with the provisions of the IBC.

There exists enough material on record to suggest that there is some amount of confusion as to the valuation of intangible assets of the CD and it cannot be prejudicial to any person / entity / stake holders if adjudicating authority exercises its discretion and jurisdiction to call for an independent valuers report in a sealed cover.

The CD has two plants which are operative and the valuers have valued an entire Company’s plant and machineries at Fair Market Value (Avg.) of Rs.44 crores and Liquidation Value (Avg.) of Rs.26 crores, which in the past valued by bank’s (Joint Lender Form) appointed valuer consistently thrice (2013, 2015 and 2016) at Fair Market Value (Avg.) of Rs.536 crores and Liquidation Value (Avg.) of Rs.441 crores.

The present valuers may lack the expertise to value the Pharmaceutical plant for its tangible assets, technology approval, soft (IPR) assets etc.

The Carbapenem Sterile plant at Bavla is not used and the value has not deteriorated. This is one of one of the only six plants available in international market.

Intas has opted for Bavla unit which consist of five units namely;

a. Cephalosporin API Manufacturing Unit,

b. Non- Cephalosporin API Manufacturing Unit,

c. R & D Centre Unit and

d. Carbapenem API Manufacturing unit,

e. Carbapenem Sterile Injection Formulation Manufacturing Unit.

Biopharmaxhave estimated value of Carbapenem Sterile Injection Formulation Manufacturing Unit at US $ 15 million (i.e., Rs. 105 crores), which is just one of the 5 units at Bavla, Ahmedabad, Gujarat.

So, there is no question of having such a low value even in the remotest possibility for an entire company’s plant and machineries at Fair Market Value (Avg.) of Rs. 44 crores and Liquidation Value (Avg.) of Rs.26 crores.

The CD’s assets have been subjected to the valuation process and thus arrived at a comparative chart of Fixed assets, plant and machinery and intangible assets.

The soft (IPR) assets of CD consist of;

a. ANDA/FDF Approval- License to participate in formulation;

b. DMF Approval- License to participate in API (Active Pharma Ingredients / Bulk Drug);

c. Technologies to manufacture API/Bulk drugs/intermediates of bulk drugs;

d. Customers Approvals to source API and / or formulation from CDs;

e. Market Penetration-as each country has different regulations for approval;

Each component of above Soft (IPR) assets has an independent significant value, which should be given weightage and valueby the valuer;

The warning letters issued by the USFD authority on 28.09.2015 and 12.08.2016 is in respect of US market and no other foreign market. The CD is allowed to sell its products in the US market and 13 ANDA applications shall be cleared post curing of warning letters at a minuscule cost of Rs.12-15 crores.

COC had appointed technical consultants Mr. Vijay L. Kriplani who advised them about the cost of curing.

In case of SDR process, E&Y External Consultant appointed by the banks’ JLF (Joint Lenders’ Forum) had mentioned Fair Value of Intangible Asset as Rs.106 crores in its SDR Discussion Documents (Refer page no. 9) prepared for the banks. Hereto annexed and marked Exhibit “D” is SDR Discussion Document prepared by E and Y in February, 2016.

Valuation report submitted by two registered valuers appointed by the Resolution Professional;

The valuer has based their opinion on the information as available in peroxisomal financials as on 31.03.2018 and other details as provided by the management. The working valuation is tabulated as follows;

Particulars Amount as Fair Value Liquidation per financials (Rs. Value (Rs.) as on

Details of intangible assets provided financials as on 31^st March, 2018 are as under;

It has been informed to us that intangible assets are mainly expenditure incurred on research and development on products to be sold in regulatory markets. Company has submitted 52 DMFs and 21 ANDAs with USFDA (regulatory authority in US). At present, USFDA has issued warning letter due to company’s failure to comply fully with regulatory conditions. Also, ANDAs approval is on hold due to warning letter issued to the company. Since the warning letter is in public domain, it has adversely impacted exports to regulatory markets. Due to non-compliance of warning letter, USFDA can issue import alert at any time and in that case, export would be completely stopped and USGDA approvals to plant and products will be affected for next 4-5 years.

Further, pharma companies producing formulations are reluctant to refer to company’s DMF’s since the warning letter has been issued against the company by USFDA. Based on above details provided to us, in our opinion fair and liquidation value of intangibles of the company is NIL.

Intangible assets Fair Value (Rs) Liquidation Value (Rs) Intangible Assets - -Intangible assets under Development - -Total - -

The intangible assets comprise of Technical Knowhow and Process knowhow amounting to Rs13.47 crores and R&Dcosts for molecules as Intangible assets under development amounting to Rs.192.28 crores. However, the FV and LV have been considered as zero since the company has received a warning letter from USFDA authorities for its products and plants. The warning letter has kept approval of ANDAs on hold and has also adversely impacted the company’s exports to regulatory markets. The USFDA authorities can issue IMPORT ALERT at any time due to noncompliance of WARNING LETTER. In such cases exports would stop instantly and USFDA approvals to plant and products will be affected for the next 3 to 4 years. In such a situation, it is not possible to make an assessment of commercial value of ANDAs / Intangible assets.

Whether the adjudicating authority has the jurisdiction of judicial review and appoint an independent valuer to conduct fresh valuation of Intangible assets of CD?

Whether there is any error apparent on the face of valuation reports submitted by the two registered valuerscontrary to the accounted balance sheets of the CD for the year 2018?

The scope of judicial review is drawn from Sec.30, Sec.31 read with Sec.60(5)(c) and the ratio laid down by Hon’ble Supreme Court in its recent judgement in Committee of Creditors of Essar Steel India Limited v. Satish Kumar Gupta & Ors. (2019 SCC Online SC 1478)

Therefore, upon conjoint reading of Sec.30, Sec.31 with Sec 60(5)(c) of IBC and the ratio laid down in the judgement cited supra, I am of the opinion that the adjudicating authority has the jurisdiction of judicial review and appoint an independent valuer to conduct fresh valuation of Intangible assets of CD.

a. The balance sheet of the CD for the year 2017 and 2018. The accounted balance sheet for the CD for the year ending on 31.03.2017 and 31.03.2018 declared the intangible assets as follows;

b. This was the basis for valuation in the information memorandum, contrary to that the valuers as appointed by the Resolution Professional assigned nil value to the intangible assets on the sole premise that warning letters dated 28.09.2015 and 12.08.2016 were issued by the US FDA authorities can issue IMPORT ALERT at any time due to noncompliance of the same.

c. The applicant filed warning letters issued to CD and the warning letter contemplates as follows:

The minutes of the meeting of the COC dated 01.11.2018 have captured the following observations:

The members of the COC requested the Chairman to consult Mr. Vijay Kriplani, Technical Advisor of the Company as to whether non-clearance of warning letter so far had deteriorated the value of the ANDAs and the company so much. The chairman took note of the same.

COC meeting dated 04.12.2018, further observed that the valuation report has been received from the valuers. The COC members took note on the same and requested the chairman to share the reports with them.

The COC meeting on 24.12.2018 and 26.12.2018 has also discussed about the valuation update as follows: -

The minutes of meeting of COC post the submission of Valuation Reports did not deliberate on the issue of valuation of Intangible assets and thus the decision of Committee of Creditors needs to be re-considered.

Upon perusal of the warning letters supra, it can be said that warning letters contemplate corrective actions and state that the compliances with CGMP, FDA may withhold approval of any new applications or refusing admission of articles manufactured by CD at Bavla and Vapi units. No record has been placed that these bans were actually imposed and in the absence of the ban, the value of the Intangible assets cannot be zero. The warning letters were only pertaining to drugs export to US and the CD has been exporting drugs to other countries worldwide. It is not the case that CD is exporting the drugs manufactured only to US. The reasoning of the two registered valuers in assigning a NIL value to the intangible assets of CD is absolutely untenable. The Valuation exercise was conducted on certain assumptions that warning letters negate the value of such assets. There was no reasoning provided by the Valuers whether these warning letters prescribe the risk factors and are subject to certain remedy or curative measure/precautionary steps envisaged to be carried out by the proposed Resolution applicant. The Valuers has not referred to any method of valuation in their report, no comparison was drawn of valuing the intangible assets of other Pharmaceutical Companies particularly in relation to the Domestic and International standard of valuation of such Intangible assets worldwide. A critical assessment of risk faced by warning letters ought to have been carried out in the light of available market expectation. Valuation is not exact science and court cannot disregard such report, unless there is a patent error. Therefore, it can be said that assigning nil value to Intangible assets is an error on the face of the two Valuation Reports and hence a fresh valuer needs to be appointed to the limited extent of providing a fair value of Intangible assets.

The Counsel for the Applicant conceded that there is no element of fraud but only compares the value assigned to the intangible assets in the financial statement for the year 2017 & 2018 with the Information Memoranda and claims that this is an error apparent on the face of it. I conclude that the Warning letters issued by the USFDA is curable and entails the steps for compliance therein. Be that as it may, the reasoning of the Valuers for ascribing the nil value is absolutely untenable in the interest of maximizing the assets of the CD. The value of Intangible assets of a going concern making profits even during CIRP cannot be stripped of under the premise of warning letters. No legal rights of any of the parties is affected if the exercise of fresh valuation is carried out, at best would assist the better valuation of CD as a going concern, though there were only two Resolution applicants willing infuse funds and revive the CD.

Though the valuers whose report is being questioned are not made parties to this application, I am entitled to look at the report and try to ascertain just what they are saying, in order to determine the extent to which they assist in the relevant debate.

In view of the judgement of Hon’ble Supreme Court in the case of COC of Essar Steel India Ltd v. Satish kumar Gupta & Ors (2019 SCC Online SC 1478), wherein it was held that discretion can be exercised to extend time to complete the CIRP process in exceptional cases and empowered to grant a relief, a fresh valuation exercise is ordered.

Therefore, it is ordered that the Resolution Professional take steps to appoint a fresh Valuer with a limited scope of valuing the Intangible asset considering the International standard of Valuation of a Pharmaceutical Company and submit his report within a period of two weeks of receipt of the order copy and the COC is directed to re-consider the valuation submitted by the third Valuer.

The Misc. Application is disposed off with the above direction.