DBS Bank Limited vs Hindustan National Glass & Industries Limited

Per Deep Chandra Joshi, Member (Judicial) and Banwari Lal Meena, Member (Technical):

The Court congregated through a hybrid mode.

Heard the Learned Senior Counsels/ Learned Counsels for the parties in extenso.

For the convenience of explication, this Order is divided into the following parts:

A. PARTIES TO THE PROCEEDINGS: 4 B. PROLOGUE: 4 C. PARTICULARS OF THE CORPORATE DEBTOR: 5 D. ADMISSION IN CORPORATE INSOLVENCY RESOLUTION PROCESS (CIR PROCESS): 6 E. PUBLIC ANNOUNCEMENT: 7 F. COLLATION OF CLAIMS AND CONSTITUTION OF COMMITTEE OF CREDITORS (Coc): 7 G. APPOINTMENT OF REGISTERED VALUERS AND TRANSACTIONAL AUDITORS: 9 H. CIRP AND ITS COMPLIANCES: 10

J. APPROVAL FROM THE COMPETITION COMMISSION OF INDIA (CCI):...14

K. PROCEEDINGS BEFORE THE NCLT, KOLKATA: ...15

L. CHALLENGING THE NCLT'S ORDER BEFORE THE HON'BLE NCLAT: ...16

M. ASSAILING THE NCLAT'S DECISION BEFORE THE HON'BLE APEX COURT:...17

N. RECONSIDERATION OF RESOLUTION PLANS IN VIEW OF THE JUDGMENT OF THE HON'BLE APEX COURT ON 29TH JANUARY 2025:...18

O. REVIEW OF THE MAJORITY JUDGMENT DATED 29TH JANUARY 2025 OF THE HON'BLE APEX COURT:...19

P. FURTHER CONSIDERATION OF THE INSCO'S PLAN IN VIEW OF THE REVIEW JUDGMENT DATED 16TH MAY 2025:...21

Q. CONSTITUTION OF SPECIAL BENCH TO CONSIDER THE INSTANT CASE:...24

R. COMPLIANCES OF THE RESOLUTION PLAN SUBMITTED BY THE SRA WITH VARIOUS PROVISIONS UNDER THE I&B CODE AND CIRP REGULATIONS: ...26

S. ABOUT SUCCESSFUL RESOLUTION APPLICANT – INDEPENDENT SUGAR CORPORATION LIMITED...30

T. SALIENT FEATURES OF THE RESOLUTION PLAN: ...30

Business Proposal for Revival of Plants of the Corporate Debtor:..31

Financial Proposal in the Plan:...32

Payment Proposal for CIRP Cost:...33

Payment Proposal for Operational Creditors:...33

Payment Proposal for Unsecured Financial Creditors:...34

Payment Proposal for Existing Shareholders:...34

Payment Proposal for Dissenting Financial Creditors: ...34

Payment Proposal for Secured Financial Creditors:...34

Payment Proposal for Additional Claims:...35

Proposed Standalone Capital Reduction:...36

Treatment of the Secured Financial Debt and Existing Guarantees and other Securities:...36

Management of the affairs of the Corporate Debtor after approval of the Resolution Plan...37

Implementation and Supervision of the Plan (From Trigger Date till Reconstitution of Board):...37

U. PUFE TRANSACTIONS: ... 38

W. TIME FRAME PROPOSED FOR OBTAINING RELEVANT APPROVALS FROM THE COMPETENT AUTHORITIES: ... 41

Y. RELIEFS, WAIVERS AND CONCESSIONS: ... 42

Z. ORDER: ... 65

The present application has been preferred by Mr. Girish Siriram Juneja, the Resolution Professional of Hindustan National Glass & Industries Limited, hereinafter referred to as "Applicant"/ "RP" under Section 30(6) read with Section 31(1) of the Insolvency and Bankruptcy Code, 2016, for brevity "I&B Code" read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution process for Corporate Persons) Regulations, 2016, for brevity "IBBI (CIRP) Regulations", praying for the approval of the Resolution Plan submitted by the Independent Sugar Corporation Limited, in short "INSCO", approved by the Committee of Creditor (CoC) by 96.16% majority at its 41th meeting convened on 13th June 2025, minutes of the meeting is annexed at pages 1291 – 1298 to the application.

At the 40th CoC meeting convened on 10th June 2025, the CoC deliberated upon the viability and feasibility of the Revised Resolution Plan dated June 08, 2025, submitted by INSCO and post conclusion of the discussions, the RP put out the plan for e-voting for the members of CoC from 11th June 2025 to 13th June 2025, and the e-voting of the plan was concluded on 13^th June 2025 and the RP called the 41^st Meeting of CoC on 13^th June 2025, wherein the INSCO's Revised Resolution Plan dated June 08, 2025, was approved by 96.16% majority by the CoC. The Copy of the Revised Resolution Plan dated June 08, 2025, approved by the CoC on 13^th June 2025, and the approval from the Competition Commission of India, together with the Affidavit under Section 29A of the I&B Code submitted by INSCO, is annexed at pages 797-1273 to the application.

Upon instruction from the CoC, the RP issued the Letter of Intent ("LoI") to INSCO on 14^th June 2025, and the same was unconditionally accepted by INSCO, and INSCO submitted the additional performance bank guarantee (PBG 2) on 17^th June 2025, issued by DBS Bank India, annexed at pages 1299-1304 to the application. Subsequently, the INSCO was declared as the Successful Resolution Applicant (for brevity, "SRA").

Hindustan National Glass & Industries Limited is a company incorporated under the Companies Act, 1956, having its registered office at 2, Red Cross Place, Kolkata – 700 001. The Revised Resolution Plan dated June 08, 2025, envisages a broader understanding of the corporate debtor at page 40, as under:

DBS Bank had rushed to this Tribunal, vide a petition preferred under Section 7 of the I&B Code, to initiate the CIR Process in respect of Hindustan National Glass & Industries Limited, which was admitted on 21st October 2021, by this Adjudicating Authority and Mr. Girish Siriram Juneja was appointed as Interim Resolution Professional (IRP).

Pursuant to the Order dated 21^st October 2021, the IRP in terms of Regulation 6 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, issued a public announcement under Form A on 23^rd October 2021, for the invitation of claims from the creditors of the corporate debtor.

The Order dated 21^st October 2021 was assailed higher up by one of the suspended directors by way of preferring an appeal being Company Appeal (AT) (INS) No. 884 of 2021, and the Hon'ble NCLAT rendered a stay upon constitution of CoC, which was vacated on 18^th January 2022.

Accordingly, the applicant, upon collation of all claims received from the various creditors of the corporate debtor as on 21^st January 2022, verified and admitted a total financial claims of Rs. 2803,55,83,040/-, and constituted the CoC in accordance with Section 18(1)(c) of the I&B Code read with Regulations 13(2)(d) and 17(1) of the IBBI (CIRP) Regulations, 2016, and submitted the report before this Adjudicating Authority on 22^nd January 2022. The constitution of CoC, as provided at page 266 to the application, in a tabular form, is as under:

As per the compliance certificate of the applicant under Form - H as envisaged under Regulation 39(4) of the IBBI (CIRP) Regulations, 2016, annexed at pages 1307 - 1433 to the application, the list of financial creditors of the corporate debtor being the members of the CoC and distribution of voting share among them is as under:

The applicant states that, as on 3rd October 2022, the verified and admitted financial debt of the corporate debtor is Rs. 3,785.5 Crores only.

The First CoC meeting was convened on 28th January 2022, wherein inter alia, the CoC approved the appointment of the applicant as the Resolution Professional (RP) of the corporate debtor with a 100% voting majority.

Upon deliberation and approval of the CoC, the applicant in accordance with Regulation 27 of the IBBI (CIRP) Regulation, 2016, appointed two independent valuers namely RK Associates and RNC Valuecon LLP to determine the liquidation value of the corporate debtor in respect of "Land and Building", "Plant and Machinery" as well as other "Securities and Financial Assets" of the corporate debtor. In the 10th CoC meeting convened on 18th August 2022 and in the 12th CoC meeting convened on 29th August 2022, the CoC inter alia decided to appoint a third valuer namely Kakode Associates Consulting Private Limited in light of the 'significant difference' in the estimates of the liquidation value of the securities and financial assets. It is submitted that the average fair value and the liquidation value of the corporate debtor is as under:

a. Fair value = Rs. 3155.16 Crore.

b. Liquidation value = Rs. 1977.47 Crore.

Further, the CoC approved the appointment of BDO India LLP as the transaction auditor to identify the nature of the transactions entered by the management of the corporate debtor prior to insolvency commencement date, involving PUFE transactions. Upon receipt of the audit report, the RP preferred an application under Section 66 of the I&B Code, on 29th September 2022, for recovery of an alleged amount of Rs. 63 Crore, before this Adjudicating Authority and the same has been numbered as I.A. (IB) No. 1179/KB/2022, which is pending for consideration.

Learned Counsel appearing on behalf of the RP would submit that in compliance of the Regulation 36A (1) of the IBBI (CIRP) Regulations, the applicant issued a public announcement on 25th March 2022, by way of "Form G" in the public newspapers for inviting Expression of Interest ("EoI") from the Prospective Resolution Applicants ("PRAs").

At the 4th CoC meeting convened on 22nd April 2022, the RP informed the CoC that six (6) PRAs submitted their EoIs, and a few PRAs requested an extension of the timeline to submit EoIs, which was due to expire on 24th April 2022. The CoC accordingly extended the timeline on 23rd April 2022, and the last date of submission of EoIs was fixed on 9th May 2022.

On the last date of submission of EoI, the RP received EoIs from thirteen (13) PRAs:

It is submitted that all 13 PRAs were found to be eligible as per the terms and conditions of the invitation of EoI and executed the confidentiality undertakings in terms of Regulation 36(4) of the IBBI (CIRP) Regulations.

At the 5th CoC meeting convened on 18th May 2022, discussed and deliberated on the key terms of the Request for Resolution Plan (in short "RFRP") and the Evaluation Matrix (for brevity "EM").

It is submitted that, complying with the provisions of Section 29 of the I&B Code, the RP furnished an Information Memorandum ("IM"), which contained all the documents and records related to the corporate debtor and uploaded the same on a Virtual Data Room ("VDR").

The RP issued the RFRP upon approval of the CoC to all the PRAs on 24th May 2022. It is submitted that the RFRP, inter alia, contained the manner in which the resolution plan process would be conducted, the formats/ information that were to be submitted by the resolution applicants as part of the resolution plan and the timeline for submission of such resolution plan.

It is submitted that the last date for submission of resolution plans was extended from 23rd June 2022 to 23rd July 2022 in the 7th CoC meeting convened on 20th June 2022 and thereafter extended to 25th July 2022 as deliberated in the 8th CoC meeting convened on 20th July 2022, in view of the several requests for extension received from the PRAs.

Learned Counsel for the RP submitted that as on the last date of submission of the Resolution Plan, three (3) resolution plans were received by RP from the following PRAS:

AGI Greenpac Limited.

At the (9^{\text{th}}) CoC meeting convened on (27^{\text{th}}) July 2022, the resolution plans were opened before the CoC, and each prospective resolution applicant was invited to give a detailed presentation to the CoC in terms of its resolution plan.

Several meetings of the CoC were convened; several rounds of negotiations were conducted; a detailed review of all the plans was conducted to ensure that all the plans were in compliance with the applicable laws and regulations in force. RP appointed Grant Thornton Bharat LLP to conduct the verification of the eligibility of all the plans as per Section 29A of the I&B Code.

At the (16^{\text{th}}) CoC meeting convened on (30^{\text{th}}) September 2022, the final resolution plans were discussed, and the CoC deliberated upon the viability and feasibility of each plan. The CoC discussed the business projections of each of the resolution applicants in detail, implementation steps, strategy for turning around the corporate debtor, experience of the resolution applicants, and technical capabilities to handle the corporate debtor.

The Bid Evaluation Advisor presented their observations and the final score assigned to each resolution plan based on their evaluation.

Post conclusion of the discussions, the Applicant opened the voting lines for CoC members from 3rd October 2022 to 27th October 2022, to vote on the resolution plans in their commercial wisdom.

The e-voting on the resolution plans concluded on 27th October 2022, and the Applicant called the 17th meeting of the CoC on 28th October 2022, in which voting results were declared as follows:

Accordingly, AGI Greenpac Limited became the H1 bidder after the conclusion of e-voting on 27th October 2022 and was declared as the Successful Resolution Applicant, in accordance with Regulation 39 of the IBBI (CIRP) Regulations, by securing the majority vote in the CoC.

The Clauses 3.3 and 4.1.1(k) of the EoI issued on 25th March 2022, in terms of Regulation 36A (1) of the IBBI (CIRP) Regulations, 2016, prescribed a mandatory requirement of approval from the Competition Commission of India (CCI) prior to the approval of the resolution plan, by the CoC.

AGI Greenpac Limited applied to the CCI on 27th September 2022 in Form I for approval of the proposed CIRP combination of taking over the corporate debtor. The said approval was rejected by the CCI on 22nd October 2022. Thereafter, AGI Greenpac, on 03rd November 2022, applied to CCI in Form II for approval of the proposed combination of taking over the corporate debtor through CIRP.

On 15th March 2023, the CCI communicated that the Commission considered the proposed combination and approved the same under Section 31(1) of the Competition Act, 2002, subject to the compliance of modifications offered voluntarily by the Acquirer – AGI Greenpac, vide submission dated 10.03.2023 read with two submissions made separately dated 14.03.2023.

Upon instruction, RP moved an application on 5th November 2022, before the NCLT, Kolkata, seeking final approval of AGI Greenpac's plan, which was approved by CoC on 27th October 2022. On 14th November 2022, INSCO preferred an application being I.A. (IB) No. 1497/KB/2022 for setting aside the resolution plan of AGI Greenpac as approved by the CoC.

The allegation advanced by INSCO before NCLT, Kolkata, was that the communication of CCI on 15th March 2023 approving the combination of AGI with the corporate debtor cannot be taken on record, as the same was approved by the CCI conditionally, subject to compliance with the modification as offered by AGI Greenpac. It was argued that the CCI's approval must be prior to the approval by the CoC. The approval of CCI for the proposed combination is mandatory and available when the CoC considers the resolution plan submitted by a resolution applicant. The ex post facto approval was granted when the consideration under section 31 of the I&B Code was pending for consideration before the NCLT. The proviso to section 31(4) of IBC is mandatory and not directory.

The NCLT, Kolkata on 28th April 2023, rejected INSCO's objection, by holding that the CCI has approved the combination of the Successful Resolution Applicant (AGI Greenpac) and the Corporate Debtor, and thus, there is approval by the CCI as required under section 31(4) of the Code. The Bench further directed the RP to furnish the instant communication before the CoC, to apprise them of the development, and the CoC shall take note of the compliance of the modification offered voluntarily by the acquirer in terms of the approval of the CCI dated 15th March 2023.

Being aggrieved by the NCLT Kolkata's order dated 28th April 2023, INSCO preferred an appeal bearing Company Appeal (AT) (Insolvency) No. 735/2023 before the Hon'ble NCLAT.

The Hon'ble NCLAT on 18th September 2023 upheld the approval accorded to AGI Greenpac's plan, holding that although the requirement of approval by the CCI was mandatory in nature, its prior approval by the CoC was only directory. As the timeline for CCI to decide upon a combination proposal is much longer, it should not lead to a situation where the CIRP is frozen or halted because of a pending application before the CCI.

INSCO further challenged the CCI approval on 15th March 2023 vide Competition Appeal (AT) No. 7/2023 before the Hon'ble NCLAT, which upheld the CCI's approval vide judgement rendered on 28th July 2023.

The decisions of the Hon'ble NCLAT on 28th July 2023 and 18th September 2023 were challenged by INSCO by way of Civil Appeal before the Hon'ble Apex Court.

On 29th day of January 2025, the Hon'ble Apex Court, in majority, rendered its verdict in Independent Sugar Corporation Limited v. Girish Sriram Juneja & Ors. in Civil Appeal No. 6071 of 2023, reported in 2025 INSC 124, wherein it is held that:

In view of the Hon'ble Apex Court decision, AGI Greenpac's plan failed in the bid, and any action taken pursuant to the resolution plan stands nullified, and the rights of all stakeholders were restored as per status quo ante, prior to the approval of the Resolution Plan by the CoC on 27th October 2022, and the INSCO and the other PRAs as well got an opportunity to place its plan before the CoC for reconsideration.

N. RECONSIDERATION OF RESOLUTION PLANS IN VIEW OF THE JUDGMENT OF THE HON'BLE APEX COURT ON 29TH JANUARY 2025:

Pursuant to the majority judgment by the Hon'ble Apex Court on 29th January 2025 in Independent Sugar Corporation Limited v. Girish Sriram Juneja (Supra), the RP convened the 35th meeting of CoC on 4th February 2025, inter alia, to discuss the judgment of the Hon'ble Apex Court, reconsideration of all the plans. After due deliberation and in its commercial wisdom, the CoC reaffirmed its vote for approval of the INSCO's plan as it was the only compliant resolution plan as on 28th October 2022, and it has already been considered and approved by the CoC by 88% voting shares on the e-voting stood concluded on 27th October 2022, and accordingly, the INSCO was the H2 bidder as on 27th October 2022, and INSCO has not undergone any changes after consideration by the CoC. Accordingly, INSCO became the Successful Resolution Applicant of the corporate debtor.

Accordingly, the CoC instructed the RP to issue a Letter of Intent ("LoI") to INSCO. The RP convened the 36th meeting of CoC on 10th February 2025, whereby the CoC inter alia discussed and agreed on the contents of the LoI and discussed and agreed to extend the CIRP period by 90 days.

Subsequently, the RP issued the LoI to the Successful Resolution Applicant – INSCO on 10th February 2025, and called upon INSCO to submit its Performance Bank Guarantee (PBG 1) within three (3) business days with an unconditional acceptance of the LoI, which has been duly submitted by INSCO on the very same day, i.e., on 10th February 2025. A copy of the LoI issued by the RP with remarks of acknowledgement and acceptance by INSCO is annexed at pages 760-765 to the application. Further, in accordance with the provisions of Clause 2.11 of the RFRP, INSCO has submitted a PBG of Rs. 190.05 Crore on 13th February 2025, which was issued by DBS Bank India, annexed at pages 766-772 to the application.

Upon instruction of the CoC, the RP preferred an application being I.A. (IB) (Plan) No. 6/KB/2025 before the NCLT Kolkata on 27th February 2025 for approval of the INSCO's plan.

A batch of review petitions was preferred by AGI Greenpac Limited, CCI and Exclusive Capital Limited, being one of the secured financial creditors of the corporate debtor, against the majority view by way of a judgment dated 29th January 2025 in Independent Sugar Corporation Limited v. Girish Sriram Juneja (Supra). The Hon'ble Apex Court on 16th May, 2025, in Review Petition No.657 of 2025 in Civil Appeal No. 6071 of 2023 has held that:

Thus, in view of the Review Judgment dated 16^th May, 2025, I.A. (IB) (Plan) No. 6/KB/2025 has become infructuous and accordingly, the same was dismissed as infructuous by this Bench on 04^th July 2025.

P. FURTHER CONSIDERATION OF THE INSCO'S PLAN IN VIEW OF THE REVIEW JUDGMENT DATED 16TH MAY 2025:

RP convened the 39^th meeting on 9^th June 2025, to discuss the review judgment dated 16^th May 2025 passed by the Hon'ble Apex Court and opened the Revised Resolution Plan in compliance with the review judgment submitted by INSCO on 8^th June 2025. A copy of the Revised Resolution Plan dated 8^th June 2025, as approved by the CoC, the approval from the Competition Commission of India, together with the Affidavit under Section 29A of the I&B Code, filed by INSCO, is annexed at pages 797-1273 to the application.

The CCI approved the combination of INSCO and the corporate debtor on 30.09.2022, reproduced as under:

At the 40th CoC meeting convened on 10th June 2025, the CoC deliberated upon the viability and feasibility of the revised resolution plan dated 8th June 2025, and after the discussions, the RP opened the voting lines for the members of the CoC from 11th June 2025 to 13th June 2025, to vote on the resolution plan of INSCO in their commercial wisdom. A copy of the minutes of the 40th CoC is annexed at pages 1274-1280 to the application.

The e-voting on the plan concluded on 13th June 2025, and the RP called the 41st meeting of CoC on 13th June 2025, to declare the voting results. The RP apprised the CoC that the revised resolution plan dated 8th June 2025 submitted by INSCO was approved by 96.16% of voting shares. The voting results are as under:

The CoC instructed the RP to issue Letter of Intent to INSCO in the 41st meeting held on 13th June 2025, the minutes is annexed at pages 1291-1298 to the application, and accordingly, the LoI was issued on 14th June 2025, which was unconditionally accepted by INSCO on the same day and submitted the Additional Performance Guarantee on 17th June 2025, issued by DBS bank India (PBG 2), annexed at pages 1299-1304 to the application. It is submitted that the aggregated amount across PBG 1 and PBG 2 is equivalent to 10% of the gross present value of the resolution amount under the Revised Resolution Plan dated 8th June 2025. In view of such, INSCO was declared as "Successful Resolution Applicant" (SRA)

Upon instruction of CoC, the RP preferred the present application under Section 30(6) read with 31(1) of the I&B Code and Regulation 39(4) of the IBBI (CIRP) Regulations, 2016.

The instant company petition being C.P. (IB) No. 369/KB/2020 was filed before the NCLT Kolkata, initially listed in Court I. By virtue of Order dated 06.03.2025, rendered by the Hon'ble President, NCLT, the matter was transferred to Court No. II.

On 30.04.2025, in one intervention petition being IVN. P. No. 5/KB/2020 to the main company petition, a split verdict has arisen, wherein the Learned Bench had a difference of opinion on the issues that whether a party can seek a relief to intervene in the company petition while it has already been admitted and multiple reliefs can be sought in the intervention petition which are directly linked with the main company petition vis a vis the entire CIRP.

Therefore, the matter was referred to the Hon'ble Third Member's Bench on 28.05.2025. The Hon'ble Third Member after hearing the matter on 09.06.2025 and 10.06.2025, passed his opinion on 10.06.2025, answered in affirmative to both the questions wherein the difference was arisen, and on the majority view, the IVN. P. 5/KB/2025, was disposed of by the Regular Bench (Court No. II) on 13.06.2025.

Thereafter, the matter was transferred to this Special Bench at NCLT Kolkata, by virtue of the Order dated 30.06.2025, passed by the Hon'ble President, NCLT, as the Hon'ble Member (Judicial) of Court No. II has recused from hearing the matter. In terms of the said Order dated 30.06.2025, from 03.07.2024 onwards, we are conducting a physical hearing regularly to complete the hearing and to pass appropriate orders in this matter. The hearing of all the parties to this matter has been concluded on 11.07.2025.

We have heard: The Learned Senior Counsels – Mr. Abhrajit Mitra, Mr. Jishnu Chowdhury, and Learned Counsel – Mr. Vikram Wadhera appearing on behalf of the Resolution Professional.

Learned Solicitor General of India – Mr. Tushar Mehta and Learned Senior Counsel – Mr. Sakya Sen, appearing on behalf of Committee of Creditors.

Learned Senior Counsel – Mr. Sudipto Sarkar, and Learned Counsel – Mr. Rishav Banerjee, appearing on behalf of the Independent Sugar Corporation Limited (INSCO), Successful Resolution Applicant.

Learned Senior Counsels – Mr. S.N. Mookherjee and Learned Counsel – Ms. Urmila Chakraborty appearing on behalf of the promoters.

Learned Senior Counsel – Mr. Joy Saha and Learned Counsels – Mr. Arik Banerjee and Mr. Shaunak Mitra appearing on behalf of the applicant in IVN. P. 21 of 2025, Cont.A. No. 13 of 2025 and IVN.P. No. 2 of 2025.

Learned Senior Counsel – Mr. D.N. Sharma appearing on behalf of Exclusive Capital.

Learned Senior Counsel – Ms. Manju Bhuteria, appearing on behalf of AGI Greenpac Limited, in extenso.

R. COMPLIANCES OF THE RESOLUTION PLAN SUBMITTED BY THE SRA WITH VARIOUS PROVISIONS UNDER THE I&B CODE AND CIRP REGULATIONS:

The RP has submitted that in terms of Regulation 39(4) of the Insolvency and Bankruptcy Code (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the RP has filed a Compliance Certificate in prescribed form i.e., Form "H", annexed at pages 1307-1433 to the application.

It is further submitted that in terms of Section 30(2) of the I&B Code, 2016, the Resolution Plan, submitted by SRA provides the details of various compliances as under:

This Plan has been submitted by Independent Sugar Corporation, part of the Madhvani Group of Companies, incorporated in Bermuda on 12.10.1984. The Resolution Applicant is involved in providing strategic guidance on the use of sustainable modern technologies for agriculture, irrigation, cane handling systems, power generation, spirits blending & bottling etc. INSCO is jointly owned by RAMCO Holdings Limited (50%) and Emfil International Holdings Limited (50%) and has its registered office at 7 Church Street, Dorchester House, Hamilton Pembroke HM 11, Bermuda. Turner Limited, a 100% subsidiary of RAMCO Holdings Limited and which is the Glass Manufacturing Vertical of Madhvani Group, has predominant presence in the glass manufacturing sector of countries such as Saudi Arabia and Tanzania

The Revised Resolution Plan dated 8th June 2025 submitted by Independent Sugar Corporation Limited, in short "INSCO", annexed at pages 797-1273 to the application has been approved by the Committee of Creditor (CoC) by 96.16% majority at its 41th meeting convened on 13th June 2025, and Independent Sugar Corporation Limited, is declared as the "Successful Resolution Applicant".

As per the minutes of the 40th CoC meeting, the CoC found the plan viable and feasible for the revival of the Corporate Debtor. It is noted from Form-H that the Fair value (Average) of the Corporate Debtor is arrived at Rs. 3,155.16 Crore and the Liquidation Value (Average) is Rs. 1,977.47 Crore. The Successful Resolution Applicant has proposed to pay of an amount of Rs. 22,57,83,00,000/- as Total Plan Amount against the total admitted claim of Rs. 37,85,55,95,937 /- and the total amount claimed of Rs. 38,36,07,53,830/-, leading to a haircut of 40.36% in respect of amount admitted by the RP and leading to a recovery of 58.86% in respect of the 'claimed amount' and leading to a recovery of 59.64% in respect of 'admitted amount'.

As pe the plan out of the total proposed amount to the tune of Rs. 2257.83 Crores amount of Rs. 1901.55 Crore shall be paid as Upfront cash by the Resolution Applicant through a combination of equity/quasi equity/debt on or before the trigger date and will make a Deferred Payment of Rs.356.28 Crores over three years from the Trigger Date.

The Resolution Applicant has defined the Trigger Date as (a) 45th day from the date on which the copy of the NCLT Approval Order is received from the website of the NCLT by the Resolution Applicant and no stay/injunction is granted by any court/ Tribunal with respect to the plan or (b) 45th day from the date on which any stay/injunction granted on the implementation of the Resolution Plan is vacated or (iii) the date of upfront cash payment in the event that such payment is made earlier than the dates referred to in (a) and (b) above, whichever is later.

The Resolution Applicant proposes to make a capital expenditure to the tune of approximately Rs.1000 Crores to rebuild all the furnaces and other equipments of the Corporate Debtor over the next few years. The Resolution Applicant also has proposed Plant wise strategy for the Plants of the Corporate Debtor situated at Bahadurgarh, Puducherry, Naidupeta, Rishra, Sashik-Sinnar, Rishikesh and Neemrana.

The financial proposal under the resolution plan is as under:

It is noted that as per Form-H, the Plan value is 72% of the Average Fair Value and 114% of the Average Liquidation Value. It is also noted that through this proposed financial proposal 60% of the admitted claim is being recovered by the Creditors.

The payment of "CIRP Costs" will be "at actual" and the CIRP costs shall be paid out of the cash flow of the corporate debtor and in the event the cash flow of the corporate debtor is insufficient then the outstanding CIRP costs shall be paid by the resolution applicant from the upfront cash. The upfront cash shall be utilized for the payment of outstanding CIRP costs in priority to the payment of other debts of the corporate debtor. Furthermore, if on the Trigger date, outstanding CIRP cost remains unpaid as on the Trigger Date, the payment to the Financial Creditors shall stand adjusted accordingly.

The Resolution applicant will pay Rs. 50.01 Crores out of the upfront cash to settle the dues of all the Operational Creditors (except workmen and employees) i.e. Government Dues and other Operational creditors and 0.54 Crores to settle the dues of all the Operational Creditors (workmen and employees) in priority in payment of Financial Creditors.

No Proposal has been made in respect of Unsecured financial creditors but it has been proposed that if any amount becomes payable to the unsecured financial creditors due to any order of the NCLT or any other court or otherwise the said payment shall be met from the amounts payable under the plan

No payment proposal is made for the existing shareholders and the entire shareholding of the exiting shareholders shall be cancelled and extinguished as per the terms and conditions envisaged in the plan.

The dissenting Financial Creditors shall be paid minimum liquidation value as required u/s 30(2)(b) of IBC,2016 in priority to assenting financial creditors. The proposed payment to the dissenting Financial Creditors is Rs. 109.81 Crores (approximately). The dissenting financial creditors shall relinquish their securities upon receipt of the proposed amount. It is also proposed that in case the amount payable to the dissenting financial creditors is higher than the said proportionate amount, the same will be adjusted from the amount proposed for the assenting financial creditors in a proportionate basis.

The assenting Financial Creditors will be paid approximately Rs. 2097.46 Crores as full and final settlement against their claims. The payment will be made out partly of the upfront payment, after making priority payments as per the terms of the plan and the code and the remaining amount shall be paid out of the Deferred payment. The payment made from the Upfront cash shall be made on or before the Trigger date and the deferred payment shall be made within 3 years from the Trigger date or any date prior as per the discretion of the Resolution Applicant.

The Secured Financial creditors will relinquish all their securities upon receipt of the complete amount in accordance with the term of the plan. The Secured Creditors will be issued 5% Equity shareholding of the "Merged Entity" i.e. the Merger of the SPV of the Resolution Applicant and the CD, after the successful implementation of the plan.

It is also proposed that the available cash balance in the books of the corporate debtor as on the date of the NCLT approval date, after making payment of the CIRP cost accrue to the Financial Creditors. Furthermore, any amount received out the pending applications in respect to PUFE transactions shall be for the benefit of the secured financial creditors.

Any additional claim that becomes payable by the Resolution Applicant, the same shall be paid out of the Upfront Cash and without any further liability on the Resolution Applicant. The Creditors of such claims shall be entitled to receive only from the amounts agreed to be paid under the plan as per the relevant category such creditors fall under as per the plan and the amounts payable to that category of creditors shall stand adjusted accordingly proportionately.

The Upfront Cash paid by the Resolution Applicant shall be used for subscription/allotment of Equity Shares of face value of Rs.10/- to the Resolution Applicant and/or its Nominees and/or its Affiliates such that Resolution Applicant and its Nominees and its Affiliates togtherly own and hold 100% of the total issued and paid-up equity share capital of the Corporate Debtor. Subsequent to the subscription, the entire equity shares held by the existing shareholders shall stand fully extinguished. The Resolution applicant will also infuse additional funds in line of the financial plan as proposed in the resolution plan to susbsribe to additional Equity Capital. The approval of the present plan will be deemed to be an approval u/s 66 of the Companies Act,2013 sanctioning and approving the capital reduction.

All existing Security Interest created by the Corporate Debtor in favour of the secured financial creditors shall be relinquished and released. The haircut that the secured financial creditors undertake shall be recoverable from the erstwhile promoters, personal guarantors, and third-party security provider of the corporate debtor.

The Resolution plan shall not affect the validity and enforceability of (i) Existing Guarantees and (ii) any third-party security created by the third party for securing the financial debt of the corporate debtor.

During the period from the date on which this plan is approved by the adjudicating Authority and upto the Trigger Date, the Corporate Debtor shall be managed by a "Monitoring Committee." The management and control of the Corporate Debtor will be handed over to the Resolution Applicant on the Trigger date itself and the corporate debtor will be managed by the Board reconstituted by the Resolution Applicant.

All officers, employees, and workmen of the corporate debtor along with all liability towards them will stand terminated and discharged in accordance with the terms of their respective contracts.

The Authorised share capital of the Corporate Debtor will stand restructured, recategorized and increased to such extent as may be required to enable restructuring of the paid-up share capital of the corporate debtor and in furtherance of that the reconstituted board and/or the new shareholders will be entitled to make changes in the Memorandum of Association and Articles of Association of the Corporate Debtor.

Implementation and Supervision of the Plan (From Trigger Date till Reconstitution of Board):

A Monitoring Committee will be constituted comprising of Two representatives of the CoC and Two members nominated by the Resolution Applicant. The Monitoring Committee shall exercise all functions and have all powers as that of the Board of the Corporate Debtor. The expenses/reimbursements of the Monitoring Committee shall be met from the internal accruals of the corporate debtor and in case of short fall the same will be borne by the Resolution Applicant.

As per Form-H the following transactions were found as avoidable transactions by the Resolution Professional:

Further it is seen from records that one application i.e. IA (IBC) 1179(KB)/2022 has been filed by the RP u/s 66 of the Code for a recovery of Rs. 63 Crores which will be pronounced separately and in light of Hon'ble Delhi High Court's judgement in Tata Steel BSL Vs Venus Recruiters reported at 2023/DHC/000257 there is no bar on approval of the resolution plan while applications challenging avoidable transactions are pending.

The Successful Resolution Applicant has identified the Cause of Default as the insufficient cashflow provisions for working capital and maintenance capital expenditure along with rise in debt, declining turnover & profitability.

The Plan is stated to be feasible and viable as it confirms with all the mandatory requirement of IBC and applicable regulations and deals with all the stakeholders and their unsatisfied claims. Furthermore, the resolution applicant and its glass manufacturing vertical is a leader in its market domain and enjoys market dominance. The Resolution applicant has an experience of reiving stressed business assets which will be pivotal in turning around the business of the corporate debtor. Furthermore, the resolution applicant presently employs many ex-employees of the corporate debtor which will help in effective the implementation of the plan and successful turnaround of the corporate debtor.

As stated above, the plan contains provisions for successful implementation of the plan and also makes provisions for seeking all necessary approval for implementation of the plan.

In Schedule I at page 89-90 to the Resolution Plan provides the timeline and implementation schedule as under:

It is proposed that upon successful implementation of this Resolution Plan, the Special Purpose Vehicle (SPV) incorporated in India shall stand merged and amalgamated with the corporate debtor (“Merger”) in accordance with the Scheme of Arrangement and Amalgamation (“Scheme”), pursuant to the NCLT approving the Scheme as a part of and along with this Resolution Plan and the certified copy of the Order of the NCLT sanctioning the Scheme being filed with the Registrar of Companies. Pursuant to the Merger, the corporate debtor into which the SPV has merged and amalgamated, shall hereinafter be referred to as the "Merged Entity" for the purpose of this Resolution Plan.

We have perused the reliefs, waivers and concessions as sought in the Resolution Plan. This Adjudicating Authority has the power to grant only such reliefs, waivers and concessions that are directly in tune with the I&B Code and the Companies Act (within the powers of the NCLT). The reliefs, waivers and concessions that pertain to other governmental authorities/departments may be dealt with by the respective competent authorities/forums/offices, Government or Semi-Government of the State or Central Government concerning the respective reliefs, waivers and concession, whenever sought for. The competent authorities including the Appellate authorities may consider granting such reliefs, waivers and concessions keeping in view the spirit of the I&B Code, 2016 and the Companies Act, 2013.

For the sake of convenience, the reliefs, concessions, and approvals sought in the Resolution Plan annexed at pages 868- 884 to the application are catered to as below and the orders thereon are indicated against each as under:

prescribed under the provisions of the Income Tax Act, 1961, for the respective different types of losses (the period prior to the NCLT Approval Date will not be counted to compute the number of years for the purpose of carry forward of losses); and (ii) such losses should also be allowed to be carried forward in case of any restructuring of the Corporate Debtor by the Resolution Applicant during the implementation of and in accordance with the Resolution Plan. The change in shareholding of the Corporate Debtor pursuant to the Resolution Plan shall not lead to lapse of such losses of the Corporate Debtor and provisions of Section 79 of the Income-tax Act, 1961 are not applicable. 9.20.With effect from the Insolvency Commencement Date, any and all approvals that may be required from Governmental Authorities (including Tax authorities, Including but not limited to seeking a No Objection Certificate under section 281 of the Income-tax Act, 1961 by the shareholders of the Corporate Debtor, Land Approvals) in connection with the implementation of the Resolution Plan including on account of change in ownership / control of the Corporate Debtor shall be deemed to be granted. Similarly, any requirements to obtain waivers from Governmental Authorities is deemed to have been granted upon approval of the Resolution Plan by the NCLT. Accordingly, neither any liability and/or Taxes (direct or indirect) would be cast upon the Resolution Applicant, nor would the transaction be deemed to be void on any account.Not Granted. 9.21.The relevant Governmental Authorities shall grant relevant approvals with respect to various Land Approvals which are a critical part of implementation of the Resolution Plan on submission of applications by the Resolution Applicant/ Corporate Debtor.This is for the appropriate authorities to consider keeping in view the objective of IBC,2016. 9.22.The Corporate Debtor shall be permitted to and shall enjoy and avail at any future date, any TaxNot Granted. benefits, deductions, exemptions as per the Applicable Laws, which it was entitled to prior to Insolvency Commencement Date 9.23.All electricity dues owed to any Person including but not limited to penalties, interest, fines, security deposit or any other dues, whether admitted or not, due or contingent, whether claim has been filed or not by such Person in respect of any electricity dues, for the period prior to the NCLT Approval Date, shall stand abated, settled and extinguished and neither the Corporate Debtor nor the Resolution Applicant shall be liable to pay any amount against such demand. All proceedings pending against the Corporate Debtor with respect to any electricity dues owed to any Person, on the NCLT Approval Date relating to the period prior to the NCLT Approval Date, shall stand terminated and all consequential liabilities, if any, stand abated and should be considered to be not payable by the Corporate Debtor or the Resolution Applicant. All notices proposing to initiate any proceedings (if any) against the Corporate Debtor in relation to the period prior to the NCLT Approval Date and pending on the NCLT Approval Date, shall stand settled and abated at Nil value and should not be proceeded against. That the Hon'ble NCLT be pleased to give or issue necessary directions that post the NCLT Approval Date, no reassessment / revision or any other proceedings or suits shall be initiated against the Corporate Debtor in relation to period prior to the NCLT Approval Date in respect of such electricity dues and any consequential demand / action should be considered non-existing and as not payable by the Corporate Debtor or the Resolution Applicant. Any proceedings which were kept in abeyance in view of the insolvency process or otherwiseGranted in terms of the judgment of the Hon'ble Supreme Court in Ghansyam Mishra & Sons v Edelweiss Asset Reconstruction Company Limited. shall not be revived post the NCLT Approval Order. The electricity authorities shall transfer all the electricity connections pertaining to the Corporate Debtor Lands in the name of the Corporate Debtor/Resolution Applicant from the NCLT Approval Date, as may be required by the Resolution Applicant and there shall be no costs, expenses and fees payable whatsoever to such authorities for the transfer of the electricity connections In the name of the Corporate Debtor nor shall any be costs payable on account of change in ownership or transfer.The waiver regarding non payment of cost/expens e/fees payable for transfer of the electricity connections shall be dealt by the appropriate authorities as per law and keeping in view the clean slate principal envisaged under IBC,2016 9.24.All water dues owed or payable to any Person including but not limited to penalties, Interest, fines, security deposit or any other dues, whether admitted or not, due or contingent, whether part of the claim filed by any Person in relation to water dues, for the period prior to the NCLT Approval Date, shall stand abated, settled and extinguished and neither the Corporate Debtor nor the Resolution Applicant shall be liable to pay any amount against such demand. All proceedings pending against the Corporate Debtor with respect to any water dues owed to any Person/Government Authority, on the NCLT Approval Date relating to the period prior to the NCLT Approval Date, shall stand terminated and all consequential liabilities, if any, stand abated and should be considered to be not payable by the Corporate Debtor or the Resolution Applicant.Granted in terms of the judgment of the Hon'ble Supreme Court in Ghansyam Mishra & Sons v Edelweiss Asset Reconstruc ti on Company Limited.

Upon perusal of the documents on record, we are satisfied that the Resolution Plan dated 8th June 2025, submitted by INSCO, is in accordance with sections 30 and 31 of the I&B Code, 2016 and also complies with regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

As far as the question of granting time to comply with the statutory obligations or seeking approvals from authorities is concerned, the Resolution Applicant is directed to do so within one year from the date of this order, as prescribed under section 31(4) of the I&B Code.

In case of non-compliance with this order or withdrawal of the Resolution Plan, the payments already made by the Resolution Applicant shall be liable for forfeiture.

In so far as the approval of the Resolution Plan dated 8th June 2025 by INSCO (Successful Resolution Applicant) is concerned, this Adjudicating Authority is bound by the judgement of the Hon'ble Supreme Court of India in K. Sashidhar vs. Indian Overseas Bank and Ors. reported in (2019) 12 SCC 150: MANU/SC/0189/2019, wherein it is held that:

Further, the Hon'ble Apex Court in Jaypee Kensington Boulevard Apartments Welfare Association and Ors. vs. NBCC (India) Ltd. and Ors. reported in (2022) 1 SCC 401: MANU/SC/0206/2021 at Para 216, has laid down that:

Further, in Committee of Creditors of Essar Steel India Limited vs. Satish Kumar Gupta reported at (2020) 8 SCC 531: MANU/SC/1577/2019, the Hon'ble Apex Court has propounded that:

Reinforcing the above, the Hon'ble Apex Court in Vallal RCK vs. Siva Industries and Holdings Limited reported in MANU/SC/0753/2022, has held that:

In the case at hand, we would note that the Revised Resolution Plan dated 8th June 2025 submitted by Independent Sugar Corporation Limited (Successful Resolution Applicant), has been approved by the Committee of Creditors of the Corporate Debtor by 96.16% voting share.

We have further noted that the Letter of Intent was issued on 14.06.2025, which has been unconditionally accepted by the SRA. Additional PBG submitted by INSCO on 17.06.2025. Accordingly, Independent Sugar Corporation Limited (INSCO) is unanimously declared as a "Successful Resolution Applicant". Hence, given the aforesaid decisions of the Hon'ble Apex Court as well as in light of the overall facts and circumstances of the present case, this Adjudicating Authority has not interfered with the viability of the Commercial Wisdom as exercised by the Committee of Creditors of the Corporate Debtor.

In the light of the enumerations and observations made in this Order supra, we hereby APPROVE and FINALLY SANCTION the Revised Resolution Plan dated 8th June 2025 submitted by Independent Sugar Corporation Limited (INSCO), Successful Resolution Applicant.

The Resolution Plan shall form part of this Order and shall be read along with this order for implementation. The Resolution Plan thus approved shall be binding on the corporate debtor and its employees, members, creditors, including the Central Government, any State Government, or any local authority in terms of Section 31 of the I&B Code, so that the revival of the Corporate Debtor Company shall come into force with immediate effect without any delay.

The Moratorium imposed under section 14 of the Code by virtue of the order initiating the CIR Process, shall cease to have effect from the date of this order.

The Resolution Professional shall submit the records collected during the commencement of the proceedings to the Insolvency & Bankruptcy Board of India for their record and also return them to the Resolution Applicant or New Promoters.

Liberty is hereby granted for moving any application, if required, in connection with the successful implementation of this Resolution Plan.

A copy of this Order is to be submitted to the Registrar of Companies (RoC) to whom the company is registered, by the Resolution Professional.

A copy of this Order be served upon the Insolvency and Bankruptcy Board of India (IBBI) by the RP.

The Resolution Professional is further directed to hand over all records, premises/ factories/ documents to the Resolution Applicant to finalise the further line of action required for starting the operation. The Resolution Applicant shall have access to all the records/ premises/ factories/ documents through the Resolution Professional to finalise the further line of action required for starting the operation.

The Resolution Professional shall stand discharged from his duties with effect from the date of this Order. However, he is required to comply with our direction given in respect of PUFE application.

The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Learned Counsels for information and for taking necessary steps.

In terms of the view above, the interlocutory application being I.A. (IB) (Plan) No. 16/KB/2025 is ALLOWED and stands DISPOSED OF accordingly.

Certified copy of the orders, if applied for with the Registry, be supplied to the parties upon compliance with all requisite formalities.