Indian Bank vs M/s. Athena Demwe Power Ltd.

ORAL ORDER

"In view of the above facts and circumstances, the Applicant most respectfully prays that this Hon'ble Tribunal may be pleased to:

(i)

Allow the present application; and

(ii)

Approve the Resolution Plan submitted by Greenko Energies Private Limited under Section 31 of the Code as approved by the 100% majority of the members of the CoC of the Corporate Debtor in its 62nd meeting; and

(iii)

Declare that upon approval of the Resolution Plan by the Adjudicating Authority, the provisions of the Resolution Plan shall be binding upon the Corporate Debtor, its creditors, guarantors, members, employees, workmen, statutory authorities and other stakeholders in accordance with Section 31 of the Code and shall be given effect to and implemented pursuant to the order of this Adjudicating Authority; and

(iv)

Discharge the Applicant as the Resolution Professional of the Corporate Debtor and pass such order(s) as may be necessary and appropriate in the facts of the present case; and

(v)

Pass an order directing the constitution of monitoring committee and allow the Applicant to consequently upon successful implementation of the resolution plan to file a final implementation report and seek discharge; and

(vi)

Pass any other order(s) as this Hon'ble Tribunal may deem fit and proper in the interest of justice."

ORAL ORDER

CA-246/2019 & IA-2230/2022: The prayer made in CA-246/2019 is for approval of the Resolution Plan. Indubitably, the application was preferred in the year 2019 and is still pending for consideration. The Ld. Counsel for the RP and CoC are ad-idem that the SRA viz. Sikkim Power Investment Corporation Limited did not furnish the bank guarantee despite being so asked specifically. Referring to the reply filed by CoC in IA-2230/2022, the Ld. Counsel appearing for the CoC (Committee of Creditors) espoused thus:

(a)

In the meeting of CoC dated 04.05.2023 issue pertaining to submission of performance guarantee even after five years by SPICL (Sikkim Power Investment Corporation Limited) was discussed. The RP apprised the committee that an E-mail dated 17.06.2022, on behalf of CoC was sent, in terms of which the SRA was warned about the consequences of the non-submission of performance security/ guarantee.

(b)

The RP further informed the CoC that the reminder e-mails dated 27.02.2023, 13.03.2023, 20.03.2023, 27.03.2023, 03.04.2023, 10.04.2023, 17.04.2023, 24.04.2023, 01.05.2023 and 03.05.2023 were sent to the SRA, calling upon it to submit performance guarantee, but all in vain.

(c)

Since the SRA (SPICL) did not give any heed to submit performance security/guarantee, it raised serious doubt qua the conduct of its management. The management of SRA could delay the furnishing of PPG by five years at the time of filing reply to IA-2230/2022.

(d)

In the meeting of CoC held on 04.05.2023, the issue of filing of applications by Government of Arunachal Pradesh and THDC India Limited were discussed. On deliberation the CoC viewed that the SRA (SPICL) is in default and breach of its own Resolution Plan. Nevertheless, for maximization of value of the plan and repayment of the debt of creditors, a decision was taken not to oppose/object the application filed by the Government of Arunachal Pradesh. The relevant excerpt viz. paras 14 to 19 of the reply filed by CoC to IA-2230/2022 reads thus:

*14. That in the recent meeting of CoC dated 04.05.2023 the issue pertaining to the non-submission of performance guarantee even after 5 years by SPICL was discussed. The Resolution Professional apprised that on behalf of the CoC an email dated 17.06.2022 was sent wherein the SPICL was warned about the consequences of non-submission of Performance Security/Guarantee. The Excerpts of the email are reproduced below:

"Consequences of non-submission of Performance Guarantee within stipulated time

1.

Due to your failure to fulfil your prime obligations of providing the PG in terms of provisions of the Resolution Plan and the Process Memorandum even after 4 years of due date, SPICL will be treated as a Resolution Applicant in default.

2.

EMD amounting to Rs 5,00,00,000/- deposited by you will stand forfeited.

3.

CoC will withdraw your Resolution Plan from NCLT.

4.

CoC will initiate necessary action to invite fresh Resolution Plans for Resolution of the Corporate Debtor.

CAUTION

No further reminders will be sent after this communication. We are hopeful that you will take this notice seriously and submit the PG /deposit the amount latest by 30th June 2022."

15.

That the Resolution professional further informed that the reminder email were also sent vide an email dated 27.02.2023, 13.03.2023, 20.03.2023, 27.03.2023, 10.04.2023, 17.04.2023, 24.04.2023, 01.05.2023 and on 03.05.2023. The Resolution professional further shown disappointment that the SPICL did not submit Performance Guarantee. Copies of emails sent to the SPICL are annexed herewith and marked as ANNEXURE R-4(COLLY).

16.

That since the SPICL did not give any heed to submit performance security/ guarantee. It further raises serious doubt on the conduct of the management of the SPICL, the management of SPICL have delayed providing performance security by 5 years now. The CoC have now lost confidence in the SPICL as the SPICL failed to adhere to the terms and conditions and took the CIRP process and its compliance under the law very lightly.

17.

That in the 41st meeting of CoC dated 04.05.2023, applications filed by Govt of Arunachal Pradesh and by THDC India limited was discussed wherein vide an order dated 25.04.2023 this Hon'ble Adjudicating Authority has directed the CoC to file reply.

18.

The members of CoC deliberated upon the applications filed by the Govt of Arunachal Pradesh and THDC India limited i.e., the present Applicant with respect to the reply to be filed before this Hon'ble Adjudicating Authority. The COC deliberated that considering the present scenario wherein the SPICL the successful Resolution Applicant is in default and in breach of its own Resolution Plan it was decided that for the maximization of value for all stakeholders the CoC should not object to the Applications filed by the Applicant and the Govt. of Arunachal Pradesh for consideration of Resolution Plan/EoI submitted. The CoC further deliberated that it is the best possible step to avoid the Corporate Debtor going into the liquidation in line with the objective of the Code, 2016 in the best interest of the Corporate Debtor.

19.

Therefore, in view of the detailed deliberation by the CoC based on the current situation as elaborated hereinabove. The CoC is not objecting to the Application filed by the Applicant in the best interest of the Corporate Debtor.

In view of the above, the Answering Respondent prays that the Application may please be allowed in the interest of the Corporate Debtor."

2.

The Ld. Counsel for the CoC could draw our attention to minutes of 41st meeting of CoC enclosed as Annexure R-1 to reply to IA-2230/2022 and submitted that the CoC could even view that as a consequence of non-submission of Performance Guarantor within stipulated time limit the CoC might withdraw the Resolution Plan from NCLT. Such position is recorded in the minutes only to question the SRA. The discussion held in the meeting of CoC qua item No. 6 reads thus:

ITEM NO. 6

TO DISCUSS NON-SUBMISSION OF PERFORMANCE GUARANTEE BY SPCL

Chairman informed the members that in addition to numerous communications /reminders already sent to SPCL in this regard, a communication on behalf of CoC was sent to SPCL on dated 17th June, 2022 wherein the communication clearly warned SPCL about the consequences of non-submission which are being repeated hereunder in italics:

'Consequences of non-submission of Performance Guarantee within stipulated time-

1.

Due to your failure to fulfil your prime obligations of providing the PG in terms of provisions of the Resolution Plan and the Process Memorandum even after 4 years of due date, SPCL will be treated as a Resolution Applicant in default.

2.

EMD amounting to Rs 5,00,00,000/- deposited by you will stand forfeited.

3.

CoC will withdraw your Resolution Plan from NCLT.

4.

CoC will initiate necessary action to invite fresh Resolution Plans for Resolution of the Corporate Debtor.

CAUTION

No further reminders will be sent after this communication. We are hopeful that you will take this notice seriously and submit the PG/deposit the amount latest by 30th June 2022."

Chairman further informed that since last CoC meeting held on dated 27th February, 2023 RP has sent further reminders to SPCL to submit the PG on dated 27th February, 2023, 13th March, 2023, 20th March, 2023, 27th March, 2023, 03rd April, 2023, 10th April, 2023, 17th April, 2023, 24th April, 2023, 01st May, 2023 and 03rd May, 2023 but is disappointed to inform that SPCL did not submit the Performance Guarantee till the date of this meeting.

Copy of CoC letter dated 17th June, 2022 and latest reminder dated 3rd May, 2023 is attached herewith as Annexure-A & B respectively.

Chairman further informed that just before commencement of this CoC meeting, Mr. Sunil Saraogi, CMD of SPCL has sent an email communication dated 04th May, 2023 to RP wherein Mr. Sunil is seeking 30 days' time from order of 29A matter which is reserved, to submit the PG. Relevant extract of said email communication is reproduced hereunder:

'We request you to kindly appreciate that we are Government Company, and have our own limitations and accountability. However, we are serious on the project, and therefore, request you to kindly accord us 30 days' time (as per discussions with our proposed strategic partner) from the date of the pronouncement of this qualifications - disqualification judgment."

Chairman also placed the said email communication before the CoC members for their pursual. Copy of email communication received from SPICL on 04th May, 2023 is attached herewith as Annexure-C.

Chairman invited CoC members to deliberate the matter and take a decision in this regard.

COC DELIBERATION & DECISION:

CoC deliberated the matter and decided that in view of the fact that even if we deliberate this matter now and take a final call on Resolution Plan of SPICL because of pending PG it will be of little use because we can't initiate further actions till 29A application of NEC is pending. As such, CoC decided that it will be appropriate to discuss this agenda after judgement on 29A application of NEC is pronounced. CoC requested RP to call a meeting thereafter on short notice.

CoC further decided that communication from SPICL dated 4th May 2023 will also be taken up for consideration in the next meeting itself."

3.

From the aforementioned analysis/discussion and deliberation transpired in CoC meeting, it is apparent that the SRA did not act in terms of the Regulation 36B (4A) of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, which provides that the RFRP shall require the Resolution Applicant in case it's Resolution Plan is approved under sub-section 4 of Section 30 to provide a performance security within the time specified therein and such performance security shall stand forfeited if the Resolution Applicant of such plan after its approval by the Adjudicating Authority fails to implement or contributes to failure of implementation of that plan in accordance with the terms of the plan and its implementation schedule. The Regulation 36B (4A) reads thus:

"36B. Request for resolution plans.

...

(4A) The request for resolution plans shall require the resolution applicant, in case its resolution plan is approved under sub-section (4) of section 30, to provide a performance security within the time specified therein and such performance security shall stand forfeited if the resolution applicant of such plan, after its approval by the Adjudicating Authority, fails to implement or contributes to the failure of implementation of that plan in accordance with the terms of the plan and its implementation schedule.

Explanation I. - For the purposes of this sub-regulation, "performance security" shall mean security of such nature, value, duration and source, as may be specified in the request for resolution plans with the approval of the committee, having regard to the nature of resolution plan and business of the corporate debtor.

Explanation II. - A performance security may be specified in absolute terms such as guarantee from a bank for Rs. X for Y years or in relation to one or more variables such as the term of the resolution plan, amount payable to creditors under the resolution plan, etc."

4.

The Ld. RP who is present in person submitted that in the RFRP (request for Resolution Plan), the SRA was specifically required to furnish the performance guarantee. The relevant except of the RFRP reads thus:

3.

Performance Guarantee

The GoS as promoter of SPICL will provide guarantee in the specified format as given in the process memorandum in lieu of Bank Guarantee as asked for.

***

"1.93 Submission of Performance Bank Guarantee

Upon approval of the Resolution Plan by CoC, the Successful Resolution Applicant shall cause to furnish the performance bank guarantee of an amount equivalent to 20% of the Bid Consideration amount, within 2 (two) business days of issuance of Lol by the CoC, in favour of the Corporate Debtor, in the form of a bank guarantee, issued by any scheduled commercial bank in India ("Bank") which shall be in accordance with Format VIII (Performance Bank Guarantee) of this PM ("PBG").

The PBG shall be valid for entire tenure of the Resolution Plan submitted by the Successful Resolution Applicant and shall be subject to re-issuance/renewal or extension by the Successful Resolution Applicant as may be required by the CoC ("PBG Validity"). It is hereby clarified that non-submission of the PBG by the Resolution Applicant, along with the acceptance of the Lol, shall lead to cancellation of Lol issued by the CoC, unless otherwise determined by the CoC at its sole discretion. Provided further that payment of the amount of the PBG by an Associate Company shall be accompanied by a letter in the format as set out in Format VIII-A (PBG Amount payment by an Associate Company) of this PM, which shall be acknowledged by the Resolution Applicant in the format as set out therein. Provided further that where the payment of the amount of the PBG by an Associate Company is made on behalf of the Resolution Applicant, and is due to be refunded in terms of this PM, such refund shall be made to the Associate Company."

"Section 30. Submission of resolution plan — ...

(2)

The resolution professional shall examine each resolution plan received by him to confirm that each resolution plan— ***

(e)

does not contravene any of the provisions of the law for the time being in force;"

- (a) allow the present Application in favour of the Applicant; - (b) direct the Resolution Professional to table before the Committee of Creditors of Athena Demwe Power Limited the proposal of the Applicant THDC India Limited desirous of participating and presenting its Resolution Plan as a Resolution Applicant in terms of its Letter dated May 9, 2022; - (c) direct the Committee of Creditors to consider the proposal of the Applicant-THDC India Limited desirous of participating and presenting its Resolution Plan as a Resolution Applicant in terms of its Letter dated May 9, 2022; - (d) direct the Resolution Professional to provide access to the data room and other information/documents sought with respect to the Corporate Debtor to the Applicant so as to enable it to submit a duly formulated Resolution Plan; - (e) permit the Applicant to submit its proposal/bid/resolution plan with respect to the Corporate Debtor; - (f) during the ad-interim stage, pending the adjudication of this Application, direct that no further steps are taken with respect to the Application for Approval of Resolution Plan being CA/235/2019 filed in the present Company Petition; and - (g) consequently, pass any such other order/directions as may be necessary to meet the ends of the present Application."

"Private Sector Participation

4.42

When the Committee desired to know the reasons for very less participation of private entrepreneurs in the hydro sector, the Ministry have stated as under:

"In the early 1990s, the power sector was opened for private sector participation mainly to bring in additional resources. Subsequently, a large number of hydro projects were allotted by the respective State Governments for implementation in private sector. However, in spite of a number of policy measures and initiatives taken by the Government to accelerate the development of hydro power in the country, the performance of private sector in hydro power sector leaves much to be desired. High construction cost of Hydro Projects, cost escalation due to longer gestation periods, R&R issues, land disputes, law and order issues, lack of long term finance, difficulty in signing of long term PPAs, obtaining environmental and forest clearances and geological uncertainties, lack of enabling infrastructure like roads and bridges, judicial challenges to clearances already granted, lack of funding for flood management component etc. are some of the reasons making investment in hydro power development less attractive for private participation."

4.43

The Committee pointed out that the States have expressed their opinion that in the given circumstances the private players will not be able to implement the project. The Committee, therefore, asked the Ministry whether Central PSUs would be in position to take up those projects. While replying to this the Secretary, Power deposed before the Committee as under:

"Very much, rather, we have four FSUs and all of them are sitting here. They will agree with me that they are underworked. They do not have too many projects to undertake. State Governments have to agree to give and we are willing at a joint venture model also. J&K explained about Chenab Valley Power Project. One project is under implementation; two are under approval. Some more are under discussion on JV model. If the States do not have resources of their own, it can be implemented on commercial terms."

4.44

On being asked by the Committee about the initiative taken by the Government to give impetus to the development of hydro power sector, the Ministry have stated as under:

"The Government has taken several policy initiatives to tap the hydro potential and to boost hydro power development in the country. The details are given below:

(i) National Electricity Policy, 2005: Salient Features

- The policy lays maximum emphasis on full development of the feasible hydro potential in the country which will facilitate economical development of States, particularly North Eastern States, Uttarakhand, Himachal Pradesh and Jammu & Kashmir. - Full support of Central Government has been extended for hydel development by offering the services of CPSUs like NHPC, NEEPCO, SJVNL, THDC etc. - Since the hydel projects call for comparatively larger capital investment, debt financing of longer tenure has been recommended. - The State Governments have been advised to review procedure for land acquisition and other approvals/clearances for speedy implementation of hydro projects.

(ii) Hydro Power Policy, 2008

- Transparent selection procedure/criteria to be followed by the States for awarding sites to private developers. - The dispensation regarding exemption from tariff-based bidding, available to the Public Sector under the National Tariff Policy 2006, also extended to private sector hydroelectric projects up to January 2011 (since extended up to 15.08.2022 in Revised Tariff Policy, 2016). - To enable the project developer (public as well as private sector hydro developers) to recover the costs incurred by him in obtaining the project site, the policy allows a special incentive to the developer by way of merchant sale of upto a maximum of 40% of the saleable energy. - An additional 1% free power from the project (over and above 12% free power earmarked for the host State) would be provided and earmarked for a Local Area Development Fund, aimed at providing a regular stream of revenue for income generation and welfare schemes, creation of additional infrastructure and common facilities etc. on a sustained and continued basis over the life of the project. - Developer to provide 100 units of electricity per month to each Project Affected Family in cash or kind or a combination of both for 10 years from the COD. - Developer to assist in implementing rural electrification in the vicinity of the project area & contribute 10% share of the State Govt. under the RGGVY scheme.

(iii) National Rehabilitation & Resettlement Policy 2007

(iv)

Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013

(v) Tariff Policy, 2016 (Portions relevant to Hydro power)

- Intent of Government for promotion of HEP emphasized in the objective of the Policy "To promote HEP generation including PSP to provide adequate peaking reserves, reliable grid operation and integration of variable RE sources". - Hydro power to be excluded for estimating Solar Purchase Obligation. - Certainty of long term PPA for min. 60% of capacity, balance through merchant sale-Provision for extension of PPA beyond 35 years for a further period of 15 years. - Enabling provision for suitable regulatory framework incentivizing the developers of HEPs for using long term financial instruments-in order to reduce tariff burden in the initial years. - Depreciation - Developer shall have the option of charging lower rate of depreciation vis-a-vis the ceiling determined by CERC. - Exemption from competitive bidding extended up to 2022.

(vi)

A proposal 'Measures to promote Hydro power sector' is under consideration of Government."

"3.

Amongst similar trends across India, taking into consideration the delay in the implementation of the Project by the Corporate Debtor, the Standing Committee of Energy (2018-19) constituted by 16th Lok Sabha, Government of India had, in its 43rd Report published in January 2019, stated that the States had noted the inability (in the given circumstances) of private players to implement hydro projects in India and accordingly requested the Ministry of Power to recommend whether Central Public Sector Undertakings ("CPSUs") would be in a position to take up such projects. The report also recorded the policy initiatives by the Government of India and extension of support by offering services of CPSUs such as, inter alia, the Applicant – THDC India Limited. Subsequently, the Ministry of Power, Government of India vide its office memorandum dated December 22, 2021 bearing reference number F.No. 14-15/16/2021-H.I (259535) stressed and indicated that the Project should be implemented by the Applicant. Further, GoAP has also issued a letter/office memorandum in January 2022 bearing reference number CE (M)/HPD/W-140/2012-13/Pt to the Applicant, wherein it has communicated about the ongoing insolvency resolution process of the Corporate Debtor and that the Project requires immediate attention of the Applicant. Copy of 43rd Report published in January 2019 by the Standing Committee of Energy (2018-19) constituted by 16th Lok Sabha, Government of India is annexed hereto as Annexure A-2. Copy (along with true typed copy) of Office Memorandum dated December 22, 2021 bearing reference number F.No. 14-15/16/2021-H.I(259535) issued by Ministry of Power is annexed hereto as Annexure A-3. Copy of letter/office memorandum issued by GoAP in January 2022 bearing reference number CE (M)/HPD/W-140/2012-13/Pt is annexed hereto as Annexure A-4.

4.

The Ministry of Power had also convened a meeting on May 4, 2022 regarding the hydro power projects that have been pending for completion and directed (as also communicated vide its Email dated May 5, 2022) the Applicant to stake its claim in the present Corporate Insolvency Resolution Process of the Corporate Debtor in respect of the Project. Copy of Email dated May 5, 2022 of Ministry of Power is annexed hereto as Annexure A-5.

5.

It is submitted that in light of the directions and recommendations of the MoP, GoAP and other departments of the Government of India, while the Applicant has the vested interest and rights in relation to the Project, it is also incumbent upon the Applicant to adhere to the recommendations of the Governments and implement the Project in an expeditious manner so that the public interest as well national interest is served and safeguarded.

6.

The Applicant further submits that it is a bona fide party who seeks to submit a Resolution Plan before the COC of the Corporate Debtor, which Resolution Plan will be intended/directed, in the best belief and endeavor of the Applicant, towards: (a) value maximization; (b) viability and feasibility; (c) expeditious completion of the Project; (d) achievement of public interest; and (e) last but most important, achievement of national goal of energy sufficiency. While it is undisputed that the Applicant, being a CPSUs and backed by the Government of India, has necessary resources and financial ability to ensure completion of the Project in timebound manner, it is also (after significant deliberation and analysis) the entity that has been recommended by the Government for implementation of the Project. The credentials of the Applicant have been discussed hereinafter to demonstrate the capabilities of the Applicant to implement the Project.

7.

It is submitted that the Applicant is fully aware of the topography and all other factors relevant to the Project, and has already preliminarily analyzed and reviewed the viability of the Project and believes that it is in a position to submit a Resolution Plan which besides being feasible and viable would also meet the requisite compliances that are required as per the provisions of the Code, and adhere to the specific environmental conditions that have been specified by the National Board for Wildlife post approval (by COC) of the currently approved resolution plan pending before this Hon'ble Tribunal. In this respect, it is pertinent to mention that the current Resolution Plan (that is pending before this Hon'ble Tribunal for approval) does not factor and has not been tested against the conditions that have been imposed by Standing Committee of National Board of Wildlife subsequent to the approval of the Resolution Plan by COC.

8.

It is submitted that any additional time or cost implications arising out of compliance with such conditions, which may be relevant to assess from the perspective of feasibility and viability of the approved Resolution Plan, in any case, could not have been examined and evaluated at the stage the COC approved the Resolution Plan. In this regard, it is submitted that feasibility and viability assessment with respect to Resolution Plan is a mandatory requirement under the provisions of the Code read with the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 ("CIRP Regulations"). Any variation in the fundamentals of the Corporate Debtor or the Project or the contours of the Evaluation Matrix requires fresh assessment of feasibility and viability and should lead to reconsideration of resolution plans. Since, the commercial wisdom of the COC is sacrosanct and cannot be interfered by the Adjudicating Authority, in such situation where fundamentals of the Project (that is under resolution) have changed, it is incumbent upon the COC to address such variation or eliminate the inadequacies that arises on account of such change. It is most humbly submitted that since this Hon'ble Tribunal is not empowered under the Code to eliminate such inadequacies or amend the Resolution Plan, the present circumstances of the case demands the entire process to be remanded back to the COC for reconsideration of plans including the Resolution Plan of the Applicant.

Details and Credentials of the Applicant

9.

That the Applicant is a subsidiary of NTPC Limited and a leading Power Sector and profit making public sector enterprise under the administrative control of Ministry of Power. The Applicant was upgraded to 'Schedule A' of Central Public Sector Enterprises in July 2010 by the Government of India.

10.

That the Applicant was incorporated with the objective to develop, operate and maintain 2400 MW Tehri Hydro Power Complex and other Hydro Projects in India. It is one of the premier power generators in the country with currently installed capacity of 1513 MW with commissioning of Tehri Dam and Pumped Storage Plant Stage-I (1000MW), Koteshwar Hydroelectric Plant (400MW) and Dhukwan Small Hydroelectric Plant (24MW). Besides the above the Applicant at present has projects spread across various states (as detailed below) as well as in neighbouring countries. The Applicant has a portfolio of 16 hydroelectric and wind energy projects which includes projects at the stage of under construction or implementation. List along with current status of the said projects is as under:

S. No.	Type of Project	Project Name	Project Stage
1	Hydro	Tehri Dam & HPF (Stage I), river Bhagirathi	Operational
2	Hydro	Koteshwar Hydro Power Project	Operational
3	Hydro	Dhukwan SHP, Jhansi, Uttar Pradesh	Operational
4	Hydro	Jhelum Tamak H.E. Project, Chamoli, Uttarakhand	Survey and Investigation
5	Hydro	Bokang Hailing H.E. Project, Pithoragarh, Uttarakhand	Survey and Investigation
6	Hydro	Malshaj Ghat PSS, Maharashtra	Survey and Investigation
7	Hydro	Bunakha H.E. Project, Bunakha, Western Bhutan	Survey and Investigation
8	Hydro	Sankosh H.E. Purpose Project, Sarpang District, Bhutan	Survey and Investigation
9	Hydro	Tehri Pump Storage Plant	Under Construction
10	Hydro	Vishnugad Pipalkoti H.E. Project, Chamoli, Uttarakhand	Under Construction
11	Wind	Patan Wind Power Project, Patan, Gujarat	Operational
12	Wind	Devbhumi Dwarka Wind Power Project, Gujarat	Operational
13	Solar	Solar PV Power Plant, Kasaragod, Kerala	Operational
14	Solar	Ultra Mega Renewable Energy Parks, Uttar Pradesh	Survey and Investigation
15	Thermal	Khurja Super Thermal Power Project	Under Construction
16	Thermal	Amelia Coal Mine, Madhya Pradesh	Under Construction

11.

The Applicant has, besides having the bandwidth and experience to implement various power projects, been performing financially well. The Applicant has, as per its last audited balance sheet, asset size of more than INR 18,000 crore and has (as of March 2021) generated revenues of more than INR 2500 crore with profit exceeding INR 1000 crore. The Applicant has expertise more than 30 years in handling and implementing complex power projects in India. In fact, most of the power projects implemented or being implemented by the Applicant are of national importance and prestigious projects. Copy of relevant extract of 33rd Annual Report containing brief profile and financial statements of the Applicant is annexed hereto as Annexure A-7.

12.

Besides the aforementioned credentials, the Applicant has also bagged various awards and appreciations for the projects it has implemented:

Brief Facts

A. Award of Project to the Corporate Debtor

B. Clearances with respect to the Project

C. CIRP of the Corporate Debtor

D. Resolution Plan with respect to the Corporate Debtor

E. Government according Emphasis on Implementation of the Project by the Applicant

"4.43

The Committee pointed out that the States have expressed their opinion that in the given circumstances the private players will not be able to implement the project. The Committee, therefore, asked the Ministry whether Central PSUs would be in position to take up those projects. While replying to this the Secretary, Power deposed before the Committee as under:

"Very much, rather, we have four PSUs and all of them are sitting here. They will agree with me that they are underworked. They do not have too many projects to undertake. State Governments have to agree to give and we are willing at a joint venture model also. J&K explained about Chenab Valley Power Project. One project is under implementation; two are under approval. Some more are under discussion on JV model. If the States do not have resources of their own, it can be implemented on commercial terms." ...

... The Government has taken several policy initiatives to tap the hydro potential and to boost hydro power development in the country. The details are given below:

(i) National Electricity Policy, 2005: Salient Features

- The policy lays maximum emphasis on full development of the feasible hydro potential in the country which will facilitate economical development of States, particularly North Eastern States, Uttarakhand, Himachal Pradesh and Jammu & Kashmir.

- Full support of Central Government has been extended for hydel development by offering the services of CPSUs like NHPC, NEEPCO, SJVNL, THDC etc.

- Since the hydel projects call for comparatively larger capital investment, debt financing of longer tenure has been recommended.

- The State Governments have been advised to review procedure for land acquisition and other approvals/ clearances for speedy implementation of hydro projects."

9.

As it may, it is not for this Adjudicating Authority to consider the eligibility or suitability or competence of Resolution Applicant to submit the Resolution Plan, far less to comment upon the viability or acceptability of plan. It is stare decisis that it is for CoC to take a decision in this regard. In the present case, once the Resolution Plan submitted by Sikkim Power Investment Corporation Limited is found not in conformity with the relevant regulations the same is rejected. The CA-246/2019 stands disposed of accordingly. It would be advisable that the CoC may invite fresh expression of interest, so that there is healthy competition and all interested parties may submit their Resolution Plan. On invitation of such EoI in prescribed form i.e. Form-G, the Applicant hereinabove us i.e. THDC India Limited would also be entitled to submit its plan. The IA-2230/2022 stands allowed with the following direction:

1.

(1) The period of CIRP stands extended by 120 days.

2.

(2) The RP will ensure that entire process till the stage of approval of Resolution Plan is completed within the extended period.

3.

(3) The form-G would be given wide publicity.

4.

(4) All interested parties would be entitled to submit their Resolution Plan.

2.1

Vide order dated 28.09.2017, this Hon'ble Tribunal admitted CP (IB) No. 244(ND)/2017 filed by Indian Bank against the Corporate Debtor under Section 7 of the Code, thereby initiating CIRP of the Corporate Debtor. By way of the said order, this Hon'ble Tribunal appointed Mr. Mukesh Mohan as the Interim Resolution professional ("IRP"). True copy of the order passed by the Hon'ble Tribunal dated 28.09.2017 is annexed herewith and marked as ANNEXURE A-1.

2.2

Pursuant to the above, the IRP made a Public Announcement dated 05.10.2017 under Section 15 of the Code and invited claims from the creditors of the Corporate Debtor. On receiving the said claims, the IRP constituted the CoC of the Corporate Debtor.

2.3

The final summary of claims admitted by the erstwhile RP and thereafter updated by the Applicant are as follows -

Particulars	Amount Claimed	Amount Admitted
FINANCIAL CREDITORS
Secured Financial Creditors
Union Bank	197,03,78,256	197,03,78,256
Indian Bank	344,31,78,699	344,31,78,699
Total	541,35,56,955	541,35,56,955
Unsecured Financial Creditors (Unrelated)
Andra Power Private Limited	2,12,15,654	1,77,00,000
Aquagreen Engineering Management Private Limited	7,29,39,820	6,29,00,000
BOMS Private Limited	11,69,64,137	10,33,15,026
Zeus Infra Management Private Limited	42,78,050	30,00,000
Sub Total	21,53,97,661	18,69,15,026
Unsecured Financial Creditors (Related)
Lohit Urja Private Limited	21,52,938	18,00,000
Sub Total	21,52,938	18,00,000
Total	21,75,50,599	18,87,15,026
OPERATIONAL CREDITORS
Workmen and Employees	8,56,17,974	1,70,84,076
Operational Creditors (other than Workmen and Employees)	13,34,68,142	6,11,98,923
Grand Total	5,850,193,670	5,680,554,980

2.4

It is pertinent to mention here that there is no dispute pending against any of the aforesaid admitted claims, which means the claims admitted by the Resolution Professional as mentioned hereinabove are acceptable to the respective claimants.

2.5

On 27.10.2017, the 1st COC meeting took place wherein, the CoC resolved to appoint the erstwhile IRP, Mr. Mukesh Mohan as the Resolution Professional ("erstwhile RP") of the Corporate Debtor. However, the erstwhile RP, was not able to continue as RP of the Corporate Debtor and submitted his resignation on 07.02.2018 which was taken on record by this Hon'ble Tribunal on 03.04.2018.

2.6

Meanwhile, as the time limit of 180 days for completion of CIRP was coming to an end on 27.03.2018, the erstwhile RP filed an application bearing CA No. 107/2018 before this Hon'ble Tribunal seeking extension of time limit for completion of CIRP.

2.7

The application filed by the erstwhile RP seeking extension of time limit for completion of CIRP was allowed by this Hon'ble Tribunal by way of order dated 03.04.2018, thereby extending the period of 180 days for another 90 days in terms of Section 12(3) of the Code for completion of Resolution Process. True copy of the order based by this Hon'ble Tribunal dated 03.04.2018 is annexed herewith and marked as ANNEXURE A-2.

2.8

On the recommendation of the members of the CoC, the Applicant was appointed as the Resolution Professional for the Corporate Debtor by way of order of this Hon'ble Tribunal dated 12.04.2018. True copy of the order based by this Hon'ble Tribunal dated 12.04.2018 is annexed herewith and marked as ANNEXURE A-3.

2.9

After being appointed as the Resolution Professional, the Applicant sought approval for publication of Expression of Interest & Form G from the CoC. Upon approval of the CoC, the Expression of Interest was published on 21.05.2018 inviting prospective resolution applicants to submit their resolution plan(s). The Applicant published an addendum to the EOI thereby extending the last date of submission of the resolution plan to 04.06.2018.

2.10

In pursuance of the above, the Applicant received two resolution plans on 04.06.2018, one from Navayuga Engineering Company Ltd. ("NECL") and another from Sikking Power Investment Corporation Ltd. ("SPICL").

2.11

However, after due deliberation by the CoC and after seeking opinions of process consultants, it was concluded that NECL was ineligible to be a resolution applicant in terms of provisions of Section 29A of the Code.

LITIGATION BY NECL, THE INELIGIBLE RESOLUTION APPLICANT UNDER SECTION 29A OF THE CODE

2.12

That the ineligible Resolution Applicants, Navayuga Engineering Company Ltd. ("NECL"), filed an application bearing CA No. 237/2018 challenging the decision of the CoC disqualifying it from participating as a Prospective Resolution Applicant on account of it being a related party in terms of Section 29 A of the Code wherein, this Adjudicaing Authority was pleased to dismiss the application and upheld the disqualification of NECL. True copy of the order passed by this Hon'ble Tribunal dated 26.05.2023 is annexed herewith and marked as ANNEXURE A-4.

2.13

Being aggrieved by the order dated 26.05.2023 of the Adjudicating Authority, NECL filed an appeal bearing CA (AT) (Ins.) No. 783 of 2023 before the NCLAT against the order dated 26.05.2023 passed by this Hon'ble Tribunal wherein the Hon'ble NCLAT by way of order dated 12.06.2023 directed the parties to maintain status quo, due to which no further progress could be made in the CIRP of the Corporate Debtor during such period. True copy of the order passed by the Hon'ble NCLAT, New Delhi in CA (AT) (Ins.) No. 783 of 2023 dated 12.06.2023 is annexed herewith and marked as ANNEXURE A-5.

2.14

By way of order dated 16.02.2024, the Hon'ble NCLAT dismissed CA (AT) (Ins.) No. 783 of 2023 and upheld the disqualification of NECL under Section 29A of the Code. True copy of the order passed by the Hon'ble NCLAT, New Delhi in CA (AT) (Ins.) No. 783 of 2023 dated 16.02.2024 is annexed herewith and marked as ANNEXURE A-6.

2.15

Thereafter, NECL filed a Civil Appeal bearing No. 5175/2024 before the Hon'ble Supreme Court, challenging the judgment of the Hon'ble NCLAT dated 16.02.2024, inter alia upholding disqualification of NECL from participating in the CIRP. The Hon'ble Supreme Court vide judgment dated 29.04.2024 dismissed the Civil Appeal, in turn confirming NECL's ineligibility under Section 29A of the Code to participate in the CIRP of the Corporate Debtor. True copy of the order of the Hon'ble Supreme Court in Civil Appeal No. 5175/2024 dated 29.04.2024 is annexed herewith and marked as ANNEXURE A-7.

APPROVAL OF THE RESOLUTION PLAN OF SPICL BY THE COC AND REJECTION OF THE PLAN OF SPICL BY THIS ADJUDICATING AUTHORITY:

2.16

In the 14th COC held on 25.06.2018 (which was the last date of CIRP), the CoC approved the resolution plan of SPICL in the presence of the authorized signatory of SPICL. Subsequently, the Applicant filed the application bearing CA No. 246/2019 seeking approval of the resolution plan of SPICL with this Hon'ble Adjudicating Authority on the same date, i.e., 25.06.2018.

2.17

As per clause 1.9.3 of the Process Memorandum, the successful Resolution Applicant was required to furnish a guarantee of an amount equivalent to 20% of the bid consideration which amounted to Rs. 72 crores amount within 2 business days. Hence, SPICL was required to submit the guarantee by 27.06.2018, two days after approval/ confirmation of the plan.

2.18

However, SPICL, in violation of terms of the Process Memorandum, its approved resolution plan and Regulation 36B (4A) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, failed to deposit the PG despite numerous reminders by the Applicant and several meetings with the higher officials of SPICL.

2.19

Due to the non-submission of PG on part of SPICL after the approval of its plan by CoC, this Hon'ble Tribunal vide order dated 09.04.2024, rejected the CA 246/2019 seeking approval of the resolution plan of SPICL, on account of it being violative of the Process Memorandum, the resolution plan submitted by SPICL and relevant regulations and on account of non-submission of performance bank guarantee by SPICL. This Adjudicating Authority also directed (i) extension of the CIRP period by 120 days, (ii) the CoC to publish a fresh Form-G inviting fresh expression of interest for the Corporate Debtor. True copy of the order of this Hon'ble Tribunal dated 09.04.2024 is annexed herewith and marked as ANNEXURE A-8.

2.20

Further, in the interregnum on 17.05.2024, SPICL filed an appeal bearing CA (AT) (INS) No. 1006 – 1008/2024 challenging this Hon'ble Tribunal's order dated 09.04.2024 before the Hon'ble NCLAT, New Delhi.

2.21

The CA (AT) (INS) No. 1006 – 1008/2024 filed by SPICL before the Hon'ble NCLAT was dismissed vide order dated 26.07.2024. However, the Hon'ble NCLAT granted liberty to SPICL to participate in the fresh process submission of fresh resolution plan, if they desire so, and further directed the Applicant to consider the resolution plan so submitted by SPICL along with other resolution plans received for the resolution of the Corporate Debtor. However, SPICL did not submit any plan against the fresh Form G and neither did it file an appeal against the order of the Hon'ble NCLAT dated 26.07.2024 before the Supreme Court. True copy of the order of the Hon'ble NCLAT in CA (AT) (INS) No. 1006-1008/2024 dated 26.07.2024 is annexed herewith and marked as ANNEXURE A-9.

RE-ISSUANCE OF FRESH FORM G:

2.22

Pursuant to the order dated 09.04.2024, the Applicant called for a meeting of the CoC on 12.04.2024 wherein, the CoC discussed eligibility criteria for issuance of fresh Form G in compliance of the order dated 09.04.2024. The CoC members also decided to issue fresh Form G in terms of the order dated 09.04.2024. True copy of the 47th minutes of meeting dated 12.04.2024 are annexed herewith and marked as ANNEXURE A-10 (COLLY).

2.23

In terms of Section 25(2)(h) of the Code read with Regulation 36A of the CIRP Regulations, the Applicant, on 24.04.2024, published a fresh Form – G dated 23.04.2024, inviting expression of interest for the Corporate Debtor. Certain key features of the fresh Form G dated 23.04.2024 are outlined as under:

Date	Particulars
14.05.2024	Last date for receipt of expression of interest as per the fresh Form G.
24.05.2024	Date of issuance of provisional list of prospective resolution applicants.
29.05.2024	Last date for submission of objections to the provisional list
08.06.2024	Date of issuance of final list of prospective resolution applicants
13.06.2024	Date of issuance of information memorandum, evaluation matrix and request for resolution plan to prospective resolution applicants.
13.07.2024	Last date for submissions of resolution plans

True copy of fresh Form-G as published on the IBBI website dated 23.04.2024 is annexed herewith and marked as ANNEXURE A – 11.

EXPRESSION OF INTEREST

2.24

Pursuant to the issuance of fresh Form-G, the Applicant on 24.05.2024 received expressions of interest ("EOI") from six PRAs i.e. (i) THDC India Limited, (ii) Greenko Energies Private Limited, (iii) Vedanta Limited, (iv) Jindal Power Limited, (v) JSW Neo Energy Limited, (vi) Orissa Metaliks Pvt. Ltd. evidencing their willingness to participate in the resolution process of the Corporate Debtor.

2.25

In compliance of Form-G and the timeline mentioned therein, the Applicant shared the Provisional List of PRAs with the CoC and the PRAs on 24.05.2024. The same was taken on record in the 49th meeting of CoC conducted on 31.05.2024. Thereafter, on 10.06.2024 in the 50th meeting of CoC, the CoC took note of the Final List of PRAs. True copy of the 49th meeting of the CoC dated 31.05.2024 is annexed herewith and marked as ANNEXURE A-12 (COLLY). True copy of the 50th meeting of the CoC dated 31.05.2024 is annexed herewith and marked as ANNEXURE A-13 (COLLY).

APPROVAL OF REQUEST FOR RESOLUTION PLAN

2.26

In the 51st meeting of CoC held on 09.07.2024 and thereafter deferred to 12.07.2024 and 18.07.2024 and concluded on 24.07.2024, the CoC approved the Request for Resolution Plan ("RFRP") and evaluation matrix. True copy of the approved RFRP and evaluation matrix are annexed herewith and marked as ANNEXURE A-14 (COLLY).

2.27

On 26.07.2024, the Applicant addressed an email to all the PRAs inter alia enclosing the Information Memorandum, CoC approved RFRP, and the Evaluation Matrix along with the timeline for submission of resolution plan i.e. latest by 26.08.2024. True copy of the email issued by the Applicant dated 26.07.2024 is annexed here with and marked as ANNEXURE A-15.

CIRP EXTENSIONS SOUGHT FROM THE TRIBUNAL

RECEIPT OF RESOLUTION PLANS FROM RESOLUTION APPLICANTS

OPENING OF RESOLUTION PLANS AND CALCULATION OF NET PRESENT VALUE ("NPV"):

DECLARATION OF ANCHOR BIDDER AND NEGOTIATION WITH ANCHOR BIDDER AND FIXATION OF BASE PRICE

SWISS CHALLENGE

VALUATION REPORT BY VALUERS

DELIBERATIONS ON THE RESOLUTION PLANS SUBMITTED BEFORE THE COC:

VOTING ON THE RESOLUTION PLANS AND DISTRIBUTION OF RESOLUTION AMOUNT:

DISTRIBUTION TABLE

ISSUANCE OF LETTER OF INTENT AND SUBMISSIONS OF PERFORMANCE BANK GUARANTEE BY THE SRA

BACKGROUND OF THE SRA

SALIENT FEATURES OF THE APPROVED RESOLUTION PLAN

"3.2.3

The Resolution Applicant has made proposals for distribution amongst the various classes of stakeholders which, in the opinion of the Resolution Applicant, is fair and equitable to all the stakeholders of the Corporate Debtor and takes into account the interests of all the stakeholders. Notwithstanding the above and subject to the terms of sub-section 4.1 (Payment of the CIRP Cost and Interim Management Cost) of Section 4 (Treatment of Stakeholders) and subsection 3.2.1(3)(ii) (Summary Proposal) of Section 3 (Summary of the Financial Proposal), the COC shall have the discretion to determine the manner of distribution in accordance with the Applicable Law. Without prejudice to the generality of the foregoing and subject to the mandatory payments required to be made to the relevant creditor/class of creditors as contemplated in Section 30(2) of the Code (and related rules and regulations), the COC shall have the discretion to determine the distribution of the Total Resolution Amount:

(a). between and amongst Secured Creditors (including but not limited to Financial Creditors and Operational Creditors) and other Stakeholders;

(b)

between and amongst Secured Creditors inter se;

(c)

between and amongst Unsecured Financial Creditors inter se;

(d)

between and amongst Unsecured Operational Creditors inter se;

(e)

between and amongst Other Creditors inter se, if any; and

(f)

between and amongst all other Stakeholders inter se, if any."

(e)

With effect from the NCLT Approval Date, any breaches and/or any enforcement actions that may have been initiated by the Financial Creditors prior to the NCLT Approval Date and which are currently pending against the Corporate Debtor in relation to the Admitted Financial Creditor Debt, shall stand automatically abated, revoked and withdrawn and consent of the Financial Creditors shall be deemed to have been given for such withdrawal and revocation, provided that the Total Resolution Amount is paid as per the terms of the Resolution Plan.

(f)

The Resolution Plan shall not affect the validity and enforceability of (i) the personal guarantees; (ii) the corporate guarantees extended by any person for securing the debt of the Corporate Debtor and the relevant Financial Creditors shall be entitled to take all steps and remedies and recourse available to them in Applicable Law against such guarantors; provided however that the Financial Creditors shall not have any rights against the Corporate Debtor and/or the Resolution Applicant after completion of payment of the Total Resolution Amount in accordance with the terms of this Resolution Plan.

(g)

Simultaneously with the deposit of the Total Resolution Amount in the CIRP Account, the Financial Creditors shall be deemed to have no outstanding in respect of the financial indebtedness of the Corporate Debtor. Proof of such deposit by the Resolution Applicant by way of a bank statement shall be sufficient evidence for the purpose of the release of charge or mortgage or Encumbrance or pledge by Resolution Professional or the Resolution Applicant (as may be applicable) and the Financial Creditors shall be deemed to have provided their authorisation for filing of necessary forms for satisfaction of security interest.

(h)

The manner of distribution of Financial Creditor Payments shall be in accordance with sub-section 3.2.3 (Summary Proposal) of the Resolution Plan. True copy of the resolution plan submitted by Greenko Energies Private Limited dated 27.12.2024 and subsequent revisions is annexed herewith and marked as ANNEXURE A-33 (COLLY).

COMPLIANCES OF INSOLVENCY AND BANKRUPTCY CODE, 2016

SOURCE OF FUNDS FOR THE RESOLUTION PLAN

OTHER COMPLIANCES IN TERMS OF THE CODE AND REGULATIONS FRAMED THEREUNDER:

2.71

In compliance with Regulation 39(4) of the CIRP Regulations, the Applicant has submitted a Compliance Certificate in Form-H, certifying adherence to all mandatory requirements of the Code and Regulations, and ensuring that the approved Resolution Plan is in conformity with the provisions of Section 30(2) of the Code. True copy of the Form H on behalf of the Applicant under Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 is annexed hereto as ANNEXURE A-35.

PENDING LITIGATION:

2.72

That as on date of filing this present application for the approval of the resolution plan, the following applications are pending before this Ld. Tribunal:

S. No.	I.A. No.	Parties	Brief of the matter
1.	IA 238/2018	Umesh Garg, Resolution Professional vs Abir Infrastructure Limited, Navayuga Engineering Company Limited and SEW Infrastructure Limited	Application filed by the Resolution Professional against Abir Infrastructure Limited, Navayuga Engineering Company Limited and SEW Infrastructure Limited under Section 66 of the Code.
2.	IA 4045/2023	Umesh Garg, Resolution Professional vs Joint Commissioner of Income Tax & Another	Application filed by the Resolution Professional against Income Tax Department and Axis Bank praying for removal of lien created by Income Tax Department on the current account of the Corporate Debtor maintained with the Axis Bank.

2.73

The Resolution Plan submitted by Greenko was subjected to a rigorous assessment process to evaluate its feasibility and viability. Independent consultants were engaged to analyze the financial and operational aspects of the plan. The evaluation confirmed that the plan is financially sound, operationally feasible, viable and aligned with the objectives of the Code.

Payment of CIRP Costs

4.1.1

Based on the email communication received from the Resolution Professional dated September 5, 2024, the Resolution Applicant understands that the estimated unpaid CIRP Cost is approximately INR 12,50,00,000. In this regard, the Resolution Professional has informed the Resolution Applicant that said estimate has been provided after taking into account utilisation of cash flow/Cash Balance of the Corporate Debtor towards making payment of the CIRP Cost. Accordingly, the Resolution Applicant proposes that during the CIRP period, cash flows generated by the Corporate Debtor shall be utilised to pay the CIRP Costs till the NCLT Approval Date. The Unpaid CIRP Costs of the Corporate Debtor as on NCLT Approval Date, as duly verified and certified by the Resolution Professional, shall be paid by the Corporate Debtor from the Total Resolution Amount deposited in the CIRP Account. If the estimated CIRP Cost exceeds INR 12,50,00,000, the same shall be paid out of the Total Resolution Amount.

2.5 SOURCE OF FUNDS

The fund requirement for the Resolution Plan will be financed through shareholders funds and/or internal accruals. The Resolution Applicant shall have the discretion to raise funds from external sources for meeting the fund requirement, by way of equity, quasi-equity, external debt or a combination thereof as may be determined by the Resolution Applicant in its sole and absolute discretion.

Certificate of Net-Worth

We, M/s. SAI CHAITHANYA & CO., Chartered Accountants, have verified the books and records maintained by M/s. Greenko Energies Private Limited ("the Company"), a company registered under the Companies Act, 1956, CIN: U40109TG2000FTC034990, having registered office at Plot No. 1071, Road No. 44, Jubilee Hills, Hyderabad, Telangana - 500033, and based on the information and explanations provided to us and based on the Provisional Standalone Financial Statements of the Company, hereby certify that the Net Worth of the Company as on December 31, 2024 is Rs.9,466.38 Crores as under:

6.1 NCLT APPROVAL DATE TO TRANSFER DATE

6.1.1

From the NCLT Approval Date till the Transfer Date, a monitoring committee shall be constituted and shall comprise of the Insolvency Professional, two nominees/representatives of the Approving Financial Creditors and two nominees of the Resolution Applicant ("Monitoring Committee"). During the period between the NCLT Approval Date and the Transfer Date, by virtue of the order of the NCLT approving this Resolution Plan, the Monitoring Committee shall oversee the management of the affairs of the Corporate Debtor.

6.1.2

From the NCLT Approval Date till the Transfer Date, the powers of the members of the Board of the Corporate Debtor shall continue to remain suspended and inoperative and all such powers shall be exercised by the Monitoring Committee in accordance with the Resolution Plan. The Monitoring Committee shall be responsible for the supervision of the day to day affairs of the Corporate Debtor from the NCLT Approval Date till the Transfer Date. No liability of any nature whatsoever shall arise on the Approving Financial Creditors, Resolution Applicant and the Insolvency Professional on account of their or their nominee's/representative's membership of the Monitoring Committee.

6.1.3

Each member of the Monitoring Committee shall have one vote each. All decisions of the Monitoring Committee (including without limitation the decision whether the Feasibility and Viability Events specified in this Resolution Plan have been fulfilled but excluding any distribution of the Total Resolution Amount which shall be undertaken in accordance with subsection 3.2.3 (Summary Proposal) of the Resolution Plan) shall be taken by way of majority decision. It is clarified that no members shall have a casting vote. In respect of distribution of the Total Resolution Amount, the Insolvency Professional shall undertake necessary computation for the amount to be distributed to different classes of stakeholders (including the Financial Creditors) in accordance with the terms of the Resolution Plan, which shall be verified and vetted by the representatives of the Secured Financial Creditors.

6.1.4

The Interim Management Costs (including the Specified Feasibility Events Costs) incurrent or accrued during the period between the NCLT Approval Date and the Transfer Date (both days inclusive) shall be paid in accordance with sub-section 4.1 (Payment of CIRP Cost and Interim Management Cost) of Section 4 (Treatment of Stakeholders) of the Resolution Plan.

6.1.5

The responsibilities of the Monitoring Committee shall include the following:

(i)

to ensure implementation of the Resolution Plan as approved by the NCLT;

(ii)

manage all cashflows of the Corporate Debtor and identify and nominate Insolvency Professional as the signatory(ies) of the Corporate Debtor to manage and operate all banks accounts of the Corporate Debtor;

(iii)

make or cause to be made, on behalf of the Corporate Debtor, all applications for regulatory and third-party approvals required for implementation and consummation of the transactions contemplated in the Resolution Plan in a form and manner agreed with the Resolution Applicant. The Monitoring Committee or any person authorised by the Monitoring Committee (including but not limited to a representative of the Corporate Debtor or the Insolvency Professional) shall sign all such applications on behalf of the Corporate Debtor that are proposed to be made to any regulatory authority or third party;

(iv)

wherever required, intimate/notify all contractual counterparties regarding change in ownership in terms of the Resolution Plan;

(v)

make or cause to be made, on behalf of the Corporate Debtor, application for renewal of permits, licenses, authorisations and approvals necessary for the Corporate Debtor. Any cost in relation to making such application shall form part of the Specified Feasibility Events Cost and shall be paid subject to the terms of sub-section 4.1 (Payment of the CIRP Cost and Interim Management Cost) of Section 4 (Treatment of Stakeholders) of the Resolution Plan;

(vi)

take reasonable efforts to ensure that permits, licenses, authorisations and approvals available with the Corporate Debtor as on the Insolvency Commencement Date are valid, subsisting and duly complied with;

(vii)

intimate Government and Statutory Authorities (including appropriate authorities under the EPF Act, ESI Act, or such other authority as may be communicated by the Resolution Applicant) regarding approval of the Resolution Plan in relation to the Corporate Debtor and proposed acquisition and change in ownership in terms of the Resolution Plan;

(viii)

undertake those tasks which are required to maintain the Corporate Debtor as a 'going concern' in the interim period;

(ix)

ensure that all Taxes which have been deducted and/or withheld by the Corporate Debtor are promptly deposited in accordance with Applicable Law;

(x)

ensure that all Tax liabilities of the Corporate Debtor are discharged from the Insolvency Commencement Date;

(xi)

take all steps as may be required to ensure compliance with Applicable Law relating to any Employee Benefit Contributions and payment of such amounts in this regard as may be required, which amounts shall be paid from the cash flows of the Corporate Debtor;

(xii)

ensure that all such payments required for running the operations of the Corporate Debtor on a going concern basis, including any statutory payments are made on a regular basis;

(xiii)

undertake all tasks for completing the secretarial compliances for implementation of the Resolution Plan, for instance, for the purposes of amendments to the constitutional documents, issuance and allotment of equity, etc.

(xiv)

contest past litigations which may be revived on the expiry of the moratorium period on the NCLT Approval date, and any fresh litigations which may be filed against the Corporate Debtor by any person;

(xv)

contest the litigations challenging the Resolution Plan on matter of fact or law;

(xvi)

to issue notices, and correspond with contractual counter-parties (including sub-concession parties and any sub-lessees) as may be necessary;

(xvii)

provide updates to the IBBI, as and when required;

(xviii)

use of any legal counsel for legal advice that it may need in relation to this Resolution Plan or the transactions contemplated herein;

(xix)

at all times, be empowered to do all such reasonable acts, deeds or things and exercise all rights and privileges and perform all duties, which now or hereafter, may be requested by the Resolution Applicant in order to accomplish the purpose of the Resolution Plan;

(xx)

intimate the NCLT of the progress being made on the implementation of the Resolution Plan (including by filing of the progress report) on such intervals as may be directed by the NCLT.

6.1.6

An authorized signatory of the Corporate Debtor under directions of the Monitoring Committee (which may be the Insolvency Professional or such other person as may be appointed by the Monitoring Committee), will sign all applications on behalf of the Corporate Debtor that are proposed to be made to any Government and Statutory Authority in order to obtain the necessary Approvals for the implementation of this Resolution Plan.

6.1.7

Notwithstanding the powers conferred on the Monitoring Committee in terms of this Resolution Plan, on and from the NCLT Approval Date until the Transfer Date (both days inclusive), the Monitoring Committee, the Corporate Debtor and all other stakeholders in this CIRP, jointly or severally, shall not directly or indirectly undertake any of the following actions, except as set out in this Resolution Plan or as expressly agreed to by the Resolution Applicant in writing:

(i)

transfer or create an Encumbrance on any of the Assets, or investments, of the Corporate Debtor;

(ii)

any acquisition or disposition of Assets by the Corporate Debtor other than ordinary course of business;

(iii)

write down or write up the value of, or revalue any Assets of the Corporate Debtor, except as provided in the Resolution Plan;

(iv)

initiate or settle any litigations in relation to the Assets, or make any submissions under any pending dispute or litigation undertaking any additional obligations pertaining to the Assets;

(v)

grant to any third party, any rights, privileges or licenses over any Assets or rights in relation to the Corporate Debtor which would adversely affect the ability of the Resolution Applicant to receive the benefits of such Assets or rights under the Resolution Plan;

(vi)

save and except for amounts specifically required to be repaid, set-off, redeemed, prepaid or reimbursed under the Resolution Plan (including the Unpaid CIRP Costs and Interim Management Costs), repay any loans, advances or any other amounts that may be required to be repaid, set-off, redeemed, prepaid or reimbursed;

(vii)

(a) acquire shares in or invest in any other Person, whether through subscription or purchase or otherwise in relation to Corporate Debtor; (b) make business arrangements in the nature of revenue sharing, profit sharing or Assets sharing in relation to the Corporate Debtor; (c) make modifications to, terminate arrangements (falling within the aforementioned categories) existing as on the date of this Resolution Plan or subsequently effected, involving or exceeding INR 5,00,000 (Rupees Five Lakhs Only) in relation to Corporate Debtor; or (d) avail of any borrowing, or create or agree to create any indebtedness with respect to the Corporate Debtor in excess of INR 5,00,000 (Rupees Five Lakhs);

(viii)

subject to (vii) (d) above, giving / incurring any indebtedness by the Corporate Debtor;

(ix)

incur, issue, assume, extend, or guarantee any new or additional obligations with respect to the Corporate Debtor except in the ordinary course of business of the Corporate Debtor;

(x)

unless otherwise provided in this Resolution Plan, merge, restructure, consolidate, amalgamate, reorganize, liquidate, wind up or dissolve the Corporate Debtor, or commence any proceedings in relation to any of the foregoing;

(xi)

in relation to the Corporate Debtor, pay, discharge or satisfy any material claim, liability or obligation other than in the ordinary course of business;

(xii)

entry by the Corporate Debtor into unrelated line of business;

(xiii)

establishment of subsidiaries, joint ventures and/or partnerships by the Corporate Debtor;

(xiv)

appoint, transfer, remove, or determine the terms of employment of any employees and any significant changes in the terms of employment of the employees of the Corporate Debtor forming part of the Corporate Debtor as compared to the terms as existing on the NCLT Approval Date or on the date of approval of the Resolution Plan by the COC, as the case may be;

(xv)

any change to the accounting or tax policies of the Corporate Debtor, except in accordance with Applicable Law or the accounting standards applicable to the Corporate Debtor;

(xvi)

accounting, settle or compromise any material liability with respect to Taxes, or seek or obtain any Tax rulings, or take or omit to take any other action with respect to Taxes outside of the ordinary course of business;

(xvii)

enter into or modify the terms of existing contracts (including schemes or collective bargaining agreements) with any trade/ labour/ employee unions, or recognize any new trade/ labour/ employee unions, in relation to the Corporate Debtor;

(xviii)

revision in the wages/salaries or any remuneration including perquisites payable to the workmen/employees of the Corporate Debtor, except if required by law;

(xix)

amend, terminate, cancel or release any contracts or other arrangements relating to the Corporate Debtor, otherwise than in the ordinary course of business;

(xx)

take any action that authorizes, creates or issues and allotment of any securities or changes or modifies the capital structure of the Corporate Debtor;

(xxi)

take any action or enter into any transactions that could be expected to result in a change in the scope, nature or activities of the Corporate Debtor, otherwise than in the ordinary course of business;

(xxii)

enter into any contract, transaction or assignment of the intellectual property pertaining to the Corporate Debtor other than in the ordinary course of business or modifying or terminating any existing contracts in relation to the same;

(xxiii)

enter into (i) contracts or arrangements which can reasonably be determined to be loss-making over the planned term of such contract; (ii) contracts or arrangements with unusual or onerous terms; or (iii) contracts or arrangements which are not on arms-length basis provided however that, nothing contained in this paragraph shall be deemed to apply to execution of contracts or entering into arrangements with customers in the ordinary course of business, with respect to the Corporate Debtor;

(xxiv)

approve or incur any capital expenditure or commitment in relation to the Corporate Debtor without the prior written consent of the Resolution Applicant;

(xxv)

settle any legal proceedings;

(xxvi)

amend the charter documents of the Corporate Debtor, except as specified in this Resolution Plan;

(xxvii)

amend the charter documents of any other entity which adversely affects the transactions contemplated under this Resolution Plan;

(xxviii)

shift the registered office or any branch office of the Corporate Debtor outside the state in India, in which such office is currently located;

(xxix)

take any action or enter into any transaction, other than in ordinary course of business of the Corporate Debtor;

(xxx)

execute any contract, except contracts in ordinary course of business for purchase or sale of raw materials or finished goods;

(xxxi)

execute any new contract for any related party transactions; or

(xxxii)

enter into any agreement in relation to the foregoing.

6.1.8

Any monetary limits, unless specified otherwise, are indicated on an aggregate basis, and such limits shall apply to both a single transaction and a series of transactions carried out. 6.1.9 Further, Monitoring Committee shall during the period between the NCLT Approval Date and the Transfer Date:

(i)

promptly notify the Resolution Applicant and the erstwhile COC members, in writing, of any events that may adversely impact the Business and/or affairs of the Corporate Debtor;

(ii)

upon prior written notice of a reasonable period, provide the Resolution Applicant and its representatives, advisers and agents with reasonable access to personnel, Assets, books and records of the Corporate Debtor, in accordance with Applicable Law;

(iii)

ensure the safe-keeping of the records and Assets relating to the Corporate Debtor;

(iv)

provide the Resolution Applicant and its agents and advisors with such information and access as may be reasonably requested for the purpose of implementing the Resolution Plan;

(v)

continue to carry on the operations of the Corporate Debtor in the Ordinary Course of Business; and

(vi)

ensure that any information provided to the Resolution Applicant pursuant to this subsection 6.1.9, shall be in compliance with Applicable Law.

6.1.10

The Corporate Debtor, the Monitoring Committee and any other stakeholder in the CIRP of the Corporate Debtor will extend all cooperation to the Resolution Applicant, and perform all such, as may be required by the Resolution Applicant to implement and consummate the transactions contemplated under the Resolution Plan and not take any actions or perform such acts and deeds which could adversely impact the abilities of any person to consummate any of the matters set out in this Resolution Plan or the transactions contemplated under this Resolution Plan. 6.1.11 Without limitation to the generality of the foregoing, each of the Corporate Debtor, the Monitoring Committee and the Resolution Applicant shall:

(i)

cooperate and consult with the Resolution Applicant, and: (a) promptly prepare and file all applications and documents relating to the transactions contemplated in the Resolution Plan (and in relation to the Corporate Debtor, as may be required by the Resolution Applicant in writing); (b) use best efforts to obtain, as promptly as practicable, all approvals required in connection with this Resolution Plan; and (c) shall meet and liaise with the Government and Statutory Authorities, as may be required by the Resolution Applicant in relation to the applications for Approvals to expedite receipt of such Approvals; and

(ii)

do all such further things, execute and deliver all such additional documents including ensuring timely and full compliance with all Applicable Laws for effective and timely completion of the transactions contemplated in the Resolution Plan.

UNDERTAKING OF ELIGIBILITY (in terms of provisions of Section 29A) (For Other Than Individuals)

Date: 09 September 2024

To, Mr. Umesh Garg (Resolution Professional) M/s. Athena Demwe Power Limited 1413, 14th Floor, Devika Tower, Nehru Place, New Delhi-110019.

Sub: Undertaking of eligibility in terms of provisions of section 29A of the Insolvency and Bankruptcy Code, 2016 as amended from time to time and declaration cum affidavit for submitting the EOI and Resolution Plan.

Sub: Undertaking of eligibility in terms of provisions of section 29A of the Insolvency and Bankruptcy Code, 2016 as amended from time to time and declaration cum affidavit for submitting the EOI and Resolution Plan.

Dear Sir,

I/We hereby submit and undertake on behalf of M/s. Greenko Energies Private Limited (hereinafter referred to as Prospective Resolution Applicant ("PRA") that in response to the Invitation for Expression of Interest for submission of Resolution Plan for the Corporate Debtor M/s. Athena Demwe Power Limited ("Corporate Debtor") published by you in Economic Times newspaper on dated 24 April 2024, we want to participate in the resolution process and submit the Resolution Plan.

We have authorized Mr. Sateesh Gupta Konda s/o Shri. Late Konda Purushotham having Aadhar No. 5924 3085 5840 R/o Hyderabad holds the Designation of Company Secretary in the company, vide Board Resolution No.5 passed in the meeting of Board of Directors held on 05 August 2024 to sign/execute all necessary documents/undertakings for participation in this process wherever required, on behalf of the company.

I/We undertake that:

1.

I/We have understood the provisions of section 29A and other relevant sections of the Insolvency and Bankruptcy Code, 2016 as amended from time to time ("Code") and Companies Act, 2013 as amended from time to time which are relevant from the point of view of Section 29A of the Code and confirm that neither me nor any other person acting jointly or in concert with me (if applicable) or any other person in terms of provisions of Section 29A(j) sub clause (i), (ii), & (iii)

(a)

Is an un-discharged insolvent.

(b)

is a willful defaulter in accordance with the guidelines of the Reserve Bank of India issued under the Banking Regulation Act, 1949 (10 of 1949)

(c)

at the time of submission of the resolution plan has an account, or an account of a corporate debtor under the management or control of such person or of whom such person is a promoter, classified as non-performing asset in accordance with the guidelines of the Reserve Bank of India issued under the Banking Regulation Act, 1949 (10 of 1949) or the guidelines of a financial sector regulator issued under any other law for the time being in force, and at least a period of one year has lapsed from the date of such classification till the date of commencement of the corporate insolvency resolution process of the corporate debtor:

(d)

Has been convicted for any offence punishable with imprisonment-

(i)

for two years or more under any Act specified under the Twelfth Schedule; or

(ii)

for seven years or more under any law for the time being in force:

Provided that this clause shall not apply to a person after the expiry of a period of two years from the date of his release from imprisonment:

Provided further that this clause shall not apply in relation to a connected person referred to in clause(iii) of Explanation I.

(e)

Is disqualified to act as a director under the Companies Act, 2013;

(f)

Is prohibited by the Securities and Exchange Board of India from trading in securities or accessing the securities markets;

(g)

Has been a promoter or in the management or control of a Corporate Debtor in which a preferential transaction, undervalued transaction, extortionate credit transaction or fraudulent transaction has taken place and in respect of which an order has been made by the Adjudicating Authority under this Code;

(h)

has executed a guarantee in favour of a creditor in respect of a Corporate Debtor against which an application for insolvency resolution made by such creditor has been admitted under this Code and such guarantee has been invoked by the creditor and remains unpaid in full or part.

(i)

is subject to any disability, corresponding to clauses (a) to (h), under any law in a jurisdiction outside India; or

(j)

has a connected person not eligible under clauses (a) to (i).

2.

We confirm that the Resolution Applicant and its Connected Persons as provided in Sec 29(A)(j) of the Code, for which a List is being provided separately with The Resolution Plan, are not ineligible to submit the Resolution Plan in terms of Provisions of Section 29A of the Code.

3.

We therefore confirm and undertake that M/s. Greenko Energies Private Limited is eligible to submit the Resolution Plan in accordance with provisions of Section 29A of the Insolvency and Bankruptcy Code, 2016 and other applicable provisions of Code.

4.

We declare and undertake that in case the PRA becomes ineligible at any stage during the CIRP Process, we would inform the RP forthwith on PRA becoming ineligible.

5.

We confirm that the said declaration and disclosure is true and correct.

6.

That the Resolution Applicant unconditionally and irrevocably agrees and undertakes that it shall make full disclosure in respect of itself and all its connected persons as specified.

7.

That the contents of this affidavit are true and correct. No part of it is false and nothing material has been concealed therefrom.

8.

We undertake that in terms of provisions of Regulation 36A(7)(f), in case any information under this undertaking is found to be false it will render me/us ineligible to submit the Resolution Plan, forfeit the refundable Earnest Money Deposit and attract penal provisions under the code.

ICICI Bank

1513

Date: 18-02-2025

Ref: 0076NDDG00036825

To,

ATHENA DENWE POWER LIMITED

REGD OFFICE PROPERTY NO E-561

REGD OFFICE PROPERTY NO E-561

GR PLAZA, PALAM SECTOR 7 DWARKA

NEW DELHI

DELHI

INDIA

110075

Annexure A-31

Sub: Issuance of Bank Guarantee

Dear Sir/Madam,

Please find enclosed Bank Guarantee issued by ICICI Bank Limited ("ICICI Bank") favoring yourself on behalf of: GREENKO ENERGIES PVT. LTD., PLOT NO 1071, ROAD NO 44, JUBILEE HILLS., HYDERABAD, TELANGANA, INDIA, 500033 ("Bank Guarantee") with the tenor and claim period as requested by you. For ease of reference the details have been reproduced as below:

Bank Guarantee No. & Date of Issue	Expiry Date	Claim Expiry Date	Currency	Amount of Bank Guarantee
0076NDDG00036825 18-02-2025	19-02-2026	18-05-2026	INR	1,28,39,80,000.00

We confirm that the officials who have signed the above Bank Guarantee are authorized to sign such documents on behalf of ICICI Bank. You may verify genuineness of the Bank Guarantee by writing to us at [email protected] for receiving the confirmation over email.

Alternatively, you may also write to the following address to verify the genuineness of the BG:

ICICI Bank Limited, Trade Finance Operations Group,

ICICI Bank Towers, Survey No.115/27, Tower 3, South Wing, 6th Floor,

Plot No. 12, Nanakramguda, Senlingampally, Hyderabad - 500032, Telangana

In the event of invocation, we request you to please ensure compliance with the terms and conditions of the Bank Guarantee in order to ensure timely payment. You are requested to ensure special care inter alia with respect to the following in the invocation claim letter -

Bank Guarantee Number - Expiry/Claim Expiry date Claim Amount - Designated Bank branch for submission of invocation claim Any declaration / certification that may be required as part of the guarantee text. Any other requisite document including the original Bank Guarantee.

Please note that ICICI Bank shall not be liable under the Bank Guarantee post expiry of the claim period as requested by you.

Thanking you,

Yours faithfully,

2.1

ESTIMATED REASONS FOR THE PRESENT POSITION OF THE CORPORATE DEBTOR AND PROPOSED TURNAROUND STRATEGY

The Resolution Applicant will be able to understand all the reasons for the present position of the Corporate Debtor only once it takes over operational control of the Corporate Debtor on and from the Transfer Date. However, based on the information shared in the Data Room, it was observed that some of the major reasons for the present condition (including the cause of default) are as follows:

(a)

the Corporate Debtor has faced significant liquidity risk;

(b)

various litigation on account of which the Project has been substantially delayed;

(c)

delays/defaults in repayment of obligations and borrowings;

(d)

operational challenges, Hydro project is technically a challenging generation asset to develop, any delay in obtaining necessary approvals would have led to increase in capital costs (escalation in material costs and IDC);

(e)

financial challenges, increased capital costs could have led to challenging financial viability. This could have delayed/ challenged obtaining equity investment needed for project infusion.

9.

The compliance of the Resolution Plan is as under:

10.

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

5.2

The following implementation steps shall be undertaken to put into effect the provisions of the Resolution Plan. The Resolution Plan shall be implemented in accordance with the sequence set out below:

I. STEP 1: POST NCLT APPROVAL DATE ACTIONS

Upon receipt of the approval of the Resolution Plan by the Hon'ble NCLT, the Monitoring Committee shall be constituted as detailed in Section 6.1 (NCLT Approval Date to Transfer Date)

II. STEP 2: AMENDMENT TO THE CONSTITUTIONAL DOCUMENTS

As an integral part of the Resolution Plan, requisite amendments shall be carried out to the Memorandum of Association and Articles of Association of the Corporate Debtor for the limited purpose of infusion of Total Resolution Amount and to give effect to the implementation of the Resolution Plan in compliance with the Applicable Law. Nothing in the current Memorandum of Association and the Articles of Association of the Corporate Debtor shall affect the implementation of the Resolution Plan or any actions to be taken pursuant thereto from the NCLT Approval Date till the Transfer Date.

III. STEP 3: INFUSION OF TOTAL RESOLUTION AMOUNT

1.

On the Transfer Date, the Implementing Entity (which entity shall be eligible under Section 29A of the Code) shall deposit (in one or more tranches) Total Resolution Amount in the CIRP Account in accordance with sub-section 3.2.3 (Summary Proposal) of the Resolution Plan. The Total Resolution Amount may be infused by way of interest-bearing unsecured loan and/or convertible debentures or any other convertible instrument or a combination thereof (as may be determined by the Resolution Applicant in its discretion) or equity or any other instrument that may be decided by the Implementing Entity in its sole discretion.

2.

The Total Resolution Amount shall be utilised for payment of Unpaid CIRP Costs, Interim Management Costs (other than the Specified Feasibility Events Costs), Outstanding Contributions, Operational Creditors Payments, Dissenting Financial Creditor Payments, Approving Financial Creditor Payments and payments to Secured Creditors (including such Secured Creditors which are neither Financial Creditors nor Operational Creditors) as set out in the Resolution Plan.

3.

On or after the Transfer Date, at the option of the Resolution Applicant, the Total Resolution Amount or any part thereof may be converted into equity and/or quasi-equity and/or convertible instruments and/or a combination thereof of any kind or in any other manner at the sole discretion of the Resolution Applicant/ Implementing Entity. No further approval or consent shall be necessary from any other person/ governmental authority and no shareholders' resolution shall be required in relation to the aforesaid action under any agreement, the existing constitution documents of the Corporate Debtor or under any Applicable Law and the approval of the NCLT (pursuant to Section 31 of the Code) to the Resolution Plan shall constitute approval of the issuance of equity and/or quasi-equity and/or convertible instruments or such other instrument as may be determined by the Resolution Applicant/ Implementing Entity by way of conversion of all or part of the Total Resolution Amount.

Post the infusion of the Total Resolution Amount, the steps set-out below shall take effect simultaneously:

IV. STEP 4: PRE-EXISTING CAPITAL REDUCTION AND UPFRONT EQUITY INFUSION AFTER THE CAPITAL REDUCTION

1.

On the Transfer Date, the existing shareholding (assuming that all rights in respect of the employees' stock options (whether granted, vested or otherwise), share warrants, convertible instruments or any other instrument pursuant to which the Corporate Debtor is required to issue equity shares, have been exercised as on the Insolvency Commencement Date) of the Promoters / Promoter Group and all other existing shareholders in the Corporate Debtor (except the equity shares allotted to the Resolution Applicant and/or the Implementing Entity pursuant to Upfront Equity Infusion) shall stand cancelled without any further act or deed pursuant to the Resolution Plan ("Capital Reduction").

2.

Capital Reduction of the Corporate Debtor shall be given effect to as an integral part of this Resolution Plan by virtue of the NCLT order approving this Resolution Plan, without any further act, deed or instrument. Implementation of the Resolution Plan in terms of the NCLT order shall be deemed to be due compliance of all provisions of Applicable Law in this regard (including Section 66 of the Companies Act), and there shall be no requirement to add "and reduced" in the name of the Corporate Debtor.

3.

For the avoidance of doubt, it is clarified that upon approval of this Resolution Plan by NCLT, any right of any existing shareholder of the Corporate Debtor under any shareholder agreement or memorandum of understanding (including without limitation under the Memorandum of Understanding dated March 28, 2016) in respect of the Corporate Debtor shall stand extinguished as of the NCLT Approval Date and any agreement or memorandum of understanding executed between the Corporate Debtor and its shareholders shall stand terminated without any further action or deed and all liabilities and obligations of the Corporate Debtor under such agreements executed between the Corporate Debtor and its shareholders and their respective successors assigns, transferees shall stand extinguished and subjected to Capital Reduction. No such shareholder shall be entitled to exercise any right including objecting to any amendment of the articles of association of the Corporate Debtor on and from the NCLT Approval Date.

4.

The Capital Reduction to be followed with the equity infusion (described below) shall not require any payment by the Corporate Debtor or the Resolution Applicant to any existing shareholders of the Corporate Debtor. Further, the Capital Reduction shall not require the consents of any of the creditors of the Corporate Debtor or approval of any of the shareholders of the Corporate Debtor, or any other person having security interest over such shares and the approval of the NCLT (pursuant to Section 31 of the Code) to the Resolution Plan shall constitute approval of the reduction of share capital and shall be binding on the Corporate Debtor and its stakeholders (including its creditors and shareholders). Further, the erstwhile Promoters shall stand de-classified as the 'Promoter & Promoter Group' of the Corporate Debtor.

5.

Upon the Capital Reduction, on the Transfer Date, (i) the physical share certificates, if any, held by the existing shareholders of the Corporate Debtor shall stand cancelled without any further action or deed, and (ii) the names of the existing shareholders of the Corporate Debtor holding shares in dematerialized form shall be struck off from the records of the respective depository.

6.

The Capital Reduction as envisaged above shall be followed by equity infusion by the Resolution Applicant and/or the Implementing Entity in accordance with the terms herein. The Resolution Plan envisages initial equity investment by the Resolution Applicant and/or the Implementing Entity (which entity shall be eligible under Section 29A of the Code) in the Corporate Debtor for an amount aggregating upto INR 1,00,00,000 at par ("Upfront Equity Infusion"), in respect of which the Resolution Applicant will subscribe to and will be allotted equity shares of the Corporate Debtor. Upfront Equity Infusion shall be done at the value determined in accordance with Rule 11UA of the Income Tax Rules, 1962 or face value which ever is higher. It is clarified that the approval of the Resolution Plan shall constitute adequate approval for issuance of equity shares in accordance with Section 42 and Section 62(1)(e) of the Companies Act, if applicable, and accordingly, no approval or consent shall be necessary from any other Person or entity or authority, in relation to either of these actions under any agreement, the constitution documents of Corporate Debtor or under any Applicable Law.

Provided below the proposed final shareholding pattern of the Corporate Debtor post the Acquisition:

Category of Shareholder	Percentage of Share Capital in the Corporate Debtor
Resolution Applicant and/ or the Implementing Entity	100 %

* Note: Such Implementing Entity will be eligible to submit a resolution plan under Section 29A of the Code.

To give effect to this step, if required, the Corporate Debtor and the Monitoring Committee shall cause the Corporate Debtor to take all such steps as may be required to ensure procedural compliances and making requisite filings with the ROC.

V. STEP 5: PAYMENT OF UNPAID CIRP COST, INTERIM MANAGEMENT COSTS AND OUTSTANDING CONTRIBUTIONS

The Outstanding Contributions, Unpaid CIRP Costs and Interim Management Costs (other than the Specified Feasibility Events Costs) shall be paid in accordance with the terms of the Resolution Plan out of the Total Resolution Amount deposited in the CIRP Account.

The Specified Feasibility Events Cost shall be paid subject to and in accordance with the terms of sub-section 4.1 (Payment of the CIRP Cost and Interim Management Cost) of Section 4 (Treatment of Stakeholders) of the Resolution Plan.

VI. STEP 6: PAYMENT OF WORKMEN AND EMPLOYEES PAYMENT, GOVERNMENT AND STATUTORY PAYMENTS AND OTHER OPERATIONAL CREDITORS PAYMENT

Following completion of the payments as per Step 5 (Payment of Unpaid CIRP Cost, Interim Management Costs and Outstanding Contributions), the following payments shall be made out of the Total Resolution Amount deposited in the CIRP Account:

1.

Workmen and Employees Payments,

2.

Government and Statutory Payments, and

3.

Other Operational Creditors Payments, as may be determined in accordance with sub-section 3.2.3 (Summary Proposal) of the Resolution Plan.

VII. STEP 7: PAYMENT OF FINANCIAL CREDITOR PAYMENTS

1.

Following completion of the payments as per Step 6 (Payment of the Workmen and Employee Payments, Government and Statutory Payments and Other Operational Creditor Payments), the balance Total Resolution Amount deposited in the CIRP Account shall be utilised towards: (a) payment of Mandatory Dissenting Financial Creditor Payments; (b) payment of Approving Financial Creditor Payments.

2.

For the avoidance of doubt, it is clarified that the Mandatory Dissenting Financial Creditor Payments shall be paid in priority to the payments being made to the Financial Creditors who vote in favour of the Resolution Plan in compliance with Section 30 of the Code and Regulation 38 of the CIRP Regulations.

3.

The transfer of Total Resolution Amount to the CIRP Account shall amount to a complete discharge of the obligations of the Resolution Applicant and/or the Implementing Entity in respect thereof and the Total Resolution Amount shall be deemed to have been made by the Resolution Applicant/ Implementing Entity in accordance with the terms of this Resolution Plan.

4.

It is clarified that simultaneously with the deposit of the Total Resolution Amount in the CIRP Account, the Financial Creditors shall be deemed to have no dues outstanding in respect of the financial indebtedness of the Corporate Debtor. Proof of deposit of the Total Resolution Amount in the CIRP Account shall be sufficient evidence for the purpose of the release of charge or mortgage or Encumbrance or pledge as may be required by Corporate Debtor, the Resolution Professional or the Resolution Applicant (as may be applicable). Nevertheless, the Financial Creditors shall forthwith provide the signed charge release forms and 'certificates of no dues' in the format provided in Annexure 3 (Form of No Dues Certificate) to the Corporate Debtor in a manner as set out in sub-section 3.4.2 (Term of the Resolution Plan and its Implementation) and undertake such steps as may be required by the Insolvency Professional or the Resolution Applicant (as may be applicable) without any further payment, to ensure the release of charge or mortgage or Encumbrance or pledge as per the directions of the Corporate Debtor, the Insolvency Professional or the Resolution Applicant (as may be applicable). The payment of Financial Creditors Payment to Financial Creditors shall be subject to satisfaction of requirements of this clause. No transfer of shares by a shareholder of the Corporate Debtor is to be permitted between release of the pledge and the Capital Reduction as provided below.

5.

All title deeds and other documents held by the Financial Creditor or on their behalf (by the security trustee/agent or otherwise)/ the Operational Creditors relating to any security, charge, Encumbrance, or any other form of collateral (over immovable assets or any other rights) shall be immediately returned in fit and proper condition to the Resolution Applicant or the Corporate Debtor, as the case may be. Further, the relevant share certificates (if in physical form) and signed pledge release forms (if the shares are in dematerialized form for submission to the relevant depository participant) shall be submitted to the Resolution Applicant or the Corporate Debtor, as the case may be, by the Financial Creditor and the relevant security trustee/agent. No transfer of shares by a shareholder of the Corporate Debtor is to be permitted between release of the pledge and the Capital Reduction (as provided below). The security trustees / security agents / facility agents / Financial Creditors of the Corporate Debtor shall undertake such steps at their own expense and without any payment from the Corporate Debtor or the Resolution Applicant, as may be required by the Resolution Applicant. The payment of Financial Creditors Payment to Financial Creditors and Operational Creditors Payment to the Operational Creditors shall be subject to satisfaction of requirements of this clause.

VIII. STEP 8: RECONSTITUTION OF BOARD AND OTHER MATTERS

Pursuant to the issuance of equity shares and Capital Reduction, the Board of Directors ("Reconstituted Board") shall be reconstituted and appointed as per the directions of the Resolution Applicant. The Resolution Applicant shall communicate appointment or removal of directors to the Insolvency Professional and the Reconstituted Board in writing.

All actions set out in Section 5.2 above, shall take effect simultaneously and the Transfer Date shall not occur unless all such actions are consummated.

3.2 SUMMARY PROPOSAL

3.2.1

The Resolution Applicant proposes to make a total payment of an amount not exceeding the amount set-out below in accordance with the terms of the Resolution Plan for resolution of the Corporate Debtor in terms of the provisions of the Code:

(a)

the Implementing Entity shall deposit an amount aggregating to INR 609,49,00,000 (Indian Rupees Six Hundred Nine Crore and Forty-Nine Lakh Only) in the CIRP Account on the Transfer Date. Further, the Earnest Money submitted by the Resolution Applicant for an amount INR 20,00,00,000 (Indian Rupees Twenty Crore) in accordance with Clause 14 (Earnest Money Deposit) of the RFRP shall be transferred to the CIRP Account on the Transfer Date. Accordingly, total amount of INR 629,49,00,000 (Indian Rupees Six Hundred Twenty-Nine Crore and Forty-Nine Lakh Only) shall be deposited in the CIRP Account on the Transfer Date ("Total Resolution Amount");

(b)

payment of Specified Feasibility Events Cost, which shall be paid strictly subject to the terms of sub-section 4.1 (Payment of the CIRP Cost and Interim Management Cost) of Section 4 (Treatment of Stakeholders) of the Resolution Plan.

The Resolution Applicant proposes to pay the Total Resolution Amount towards full and final satisfaction and discharge of all claims and debt of all the Stakeholders of the Corporate Debtor (including the Unpaid CIRP Costs, Interim Management Costs, Operational Creditors, Dissenting Financial Creditors, Approving Financial Creditors, payment of dues towards Outstanding Contributions or any other Person to whom any amount is due to be paid pursuant to this Resolution Plan, if any) in relation to the period till the Transfer Date, whether asserted or unasserted, whether admitted, rejected or kept under verification, contingent or otherwise, crystallised or uncrystallised, assessed or unassessed, known or unknown, secured or unsecured, disputed or undisputed, whether the subject matter of any proceedings or not, whether or not set out in the Information Memorandum, the Data Room, the balance sheets of the Corporate Debtor or the profit and loss account statements of the Corporate Debtor, as set out in the table below and detailed further in Section 5 (Treatment of Stakeholders) of this Resolution Plan. Upon payment of the Total Resolution Amount, the Corporate Debtor, the Resolution Applicant and/or the Implementing Entity shall have no liability to make any payments to any Stakeholder of the Corporate Debtor and all liabilities of the Corporate Debtor towards all the Stakeholders of the Corporate Debtor shall be extinguished and settled on and with effect from the NCLT Approval Date.

Sr. No.	Heads of Payment	Proposal
1.	CIRP Costs and Interim Management Costs	(i) Payment of CIRP Cost Based on the email communication received from the Resolution Professional dated September 5, 2024, the Resolution Applicant understands that the estimated unpaid CIRP Cost is approximately INR 12,50,00,000. In this regard, the Resolution Professional has informed the Resolution Applicant that said estimate has been provided after taking into account utilisation of cash flow/Cash Balance of the Corporate Debtor towards making payment of the CIRP Cost. Accordingly, the Resolution Applicant proposes that during the CIRP period, cash flows generated by the Corporate Debtor shall be utilised to pay the CIRP Costs till the NCLT Approval Date. The Unpaid CIRP Costs of the Corporate Debtor as on NCLT Approval Date, as duly verified and certified by the Resolution Professional, shall be paid by the Corporate Debtor from the Total Resolution Amount deposited in the CIRP Account in accordance with Section 5 (Implementation Steps). It is clarified that if the estimated CIRP Cost exceeds INR 12,50,00,000, the same shall be paid out of the Total Resolution Amount.
		(ii) Payment of Interim Management Cost During the period between the NCLT Approval Date and the Transfer Date, the Interim Management Cost (other than the Specified Feasibility Events Cost) shall be funded on a monthly basis from the Cash Balance of the Corporate Debtor. In the event the cash flows/Cash Balance of the Corporate Debtor are insufficient to meet the such excess Interim Management Costs (other than the Specified Feasibility Events Cost), such costs shall be met from the Total Resolution Amount. The Specified Feasibility Events Cost shall be borne by the Resolution Applicant subject to and in accordance with the terms of sub-section 4.1 (Payment of the CIRP Cost and Interim Management Cost) of Section 4 (Treatment of Stakeholders) of the Resolution Plan. The CIRP Costs and the Interim Management Costs shall be paid in priority over payments to any other Stakeholders of the Corporate Debtor. For the avoidance of doubt, it is clarified that the maximum amount payable by the Resolution Applicant under this Resolution Plan shall not exceed the Total Resolution Amount under any circumstances.

2.	Workmen and Employees	From the Total Resolution Amount, the Resolution Applicant proposes to make payment of INR 1,70,84,076 to Workmen and Employees in compliance with Section 30(2)(b) of the Code ("Workmen and Employee Payments"), towards full and final satisfaction and discharge of the Admitted Workmen and Employees Debt, whether submitted directly or through an authorized representative. The manner of distribution of the Workmen and Employees Payments among the Workmen and Employees shall be determined by the COC in accordance with sub-section 3.2.3 (Summary Proposal) of the Resolution Plan.
3.	Government and Statutory Authorities	(i) As per the Information Memorandum and the List of Creditors provided by the Resolution Professional, no claims have been submitted by any Government and Statutory Authorities. The Resolution Applicant proposes that if any claim is submitted by any Government and Statutory Authority and admitted by the Resolution Professional prior to the NCLT Approval Date, then the Government and Statutory Authority shall be paid in compliance with Section 30(2)(b) of the Code ("Government and Statutory Payments"), towards full and final satisfaction and discharge of the claims of the Government and Statutory Authorities. The amount and manner of distribution of the Government and Statutory Payments among the Government and Statutory Authorities shall be determined by the CoC in accordance with sub-section 3.2.3 (Summary Proposal) of the Resolution Plan. (ii) Specifically in respect of the Anjaw Land, based on the information provided in the Data Room and the Information Memorandum, the Resolution Applicant understands that the Corporate Debtor is yet to pay compensation amount of INR 15,40,99,432/- (alongwith interest thereof) under the land acquisition award no. ANJ/004/4470-77 dated September 3, 2012, issued under Section 11 of the Land Acquisition Act, 1894. Based on the information provided by the Resolution Professional, the compensation amount is estimated to be INR 40,37,00,000 (Indian Rupees Forty Crore Thirty Seven Lakhs Only) ("Compensation Amount for Anjaw Land").

		Considering that the Anjaw Land is critical to the feasibility and viability of the Resolution Plan, the Resolution Applicant proposes to pay Compensation Amount for Anjaw Land for an amount not exceeding INR 40,37,00,000 (Indian Rupees Forty Crore Thirty Seven Lakhs Only) based on the final outcome of the proceedings before the appropriate forum. It is clarified that the Compensation Amount for Anjaw Land shall be over and above the Total Resolution Amount.
4.	Operational Creditors (other than Workmen and Employees and Government and Statutory Authorities) ("Other Operational Creditors")	From the Total Resolution Amount, the Resolution Applicant proposes to make payment of INR 6,11,98,923 to Operational Creditors (other than Workmen and Employees and Government and Statutory Authorities) in compliance with Section 30(2)(b) of the Code ("Other Operational Creditors Payments"), towards full and final satisfaction and discharge of the Admitted Other Operational Creditor Debt in accordance with the terms of the Resolution Plan. The manner of distribution of the Other Operational Creditors Payments among the Other Operational Creditors shall be determined by the CoC in accordance with sub-section 3.2.3 (Summary Proposal) of the Resolution Plan. The Workmen and Employees Payments, the Government and Statutory Payments and Other Operational Creditors Payments are collectively referred to as, "Operational Creditors Payments".
5.	Financial Creditors	Post the payment of Unpaid CIRP Costs, Interim Management Costs, the Operational Creditors Payments (which includes the Workmen and Employees Payments, the Government and Statutory Payments and Other Operational Creditors Payments) and the Outstanding Contributions in accordance with the terms of this Resolution Plan, the Financial Creditors shall be paid the balance Total Resolution Amount towards full and final settlement and discharge of the Admitted Financial Creditor Debt, in the manner set out below read with Section 4.2 (Treatment of Financial Creditors) and Section 5 (Implementation Steps): (a) Payment to Dissenting Financial Creditors The Financial Creditors (i.e., Unsecured Financial Creditors and Secured Financial Creditors) who do not vote in favour of this Resolution Plan (including any Financial Creditors who abstain from voting on the Resolution Plan) ("Dissenting Financial Creditors") will be entitled to receive such amount as they would have received in accordance with Section 53(1) of the Code in the event of a liquidation of the Corporate Debtor ("Mandatory Dissenting Financial Creditor Payments") towards full and final settlement of the Admitted Financial Creditor Debt of the Dissenting Financial Creditor(s). The Mandatory Dissenting Financial Creditor Payments shall be paid in priority to the payments being made to the Financial Creditors who vote in favour of the Resolution Plan. Therefore, Section 30 of the Code and Regulation 38 of the CIRP Regulations would be complied with, even with respect to any Financial Creditors who do not vote in favour of the Resolution Plan. (b) Payment to Approving Financial Creditors After payment of the Mandatory Dissenting Financial Creditor Payments, the balance amount from the Total Resolution Amount shall be paid to the Approving Financial Creditors, towards full and final settlement

of their share of the Admitted Financial Creditor Debt in the manner set-out below:

(i)

the Approving Unsecured Financial Creditors shall be paid an amount not exceeding INR 18,87,15,026 ("Approving Unsecured Financial Creditor Payments");

(ii)

the balance amount of the Total Resolution Amount shall be for the benefit of the Approving Secured Financial Creditors ("Approving Secured Financial Creditor Payments").

Approving Unsecured Financial Creditor Payments and Approving Secured Financial Creditor Payments are collectively referred to as the "Approving Financial Creditor Payments".

The Mandatory Dissenting Financial Creditors Payment and Approving Financial Creditor Payments is collectively referred to as the "Financial Creditor Payments".

It is hereby clarified that, notwithstanding anything contained in the Resolution Plan, the maximum amount payable by the Resolution Applicant to the stakeholders under this Resolution Plan, including in respect of (i) the Mandatory Dissenting Financial Creditor Payment; and (ii) the Approving Financial Creditor Payments, shall not exceed the Total Resolution Amount under any circumstances.

(c)

If any tax is deductible in respect of the payment to Financial Creditors, then such amounts shall be deducted from the Financial Creditor Payments to Financial Creditors (respectively), and tax credit shall be provided as relevant.

(d)

For avoidance of doubt, it is clarified that transfer of Total Resolution Amount by the Resolution Applicant to the CIRP Account shall amount to a complete discharge of the Resolution Applicant's obligations, including in respect of the Financial Creditors Payment.

(e)

With effect from the NCLT Approval Date, any breaches and/or any enforcement actions that may have been initiated by the Financial Creditors prior to the NCLT Approval Date and which are currently pending against the Corporate Debtor in relation to the Admitted Financial Creditor Debt, shall stand automatically abated, revoked and withdrawn and consent of the Financial Creditors shall be deemed to have been given for such withdrawal and revocation, provided that the Total Resolution Amount is paid as per the terms of the Resolution Plan.

(f)

The Resolution Plan shall not affect the validity and enforceability of (i) the personal guarantees; (ii) the corporate guarantees extended by any person for securing the debt of the Corporate Debtor and the relevant Financial Creditors shall be entitled to take all steps and remedies and recourse available to them in Applicable Law against such guarantors; provided however that the Financial Creditors shall not have any rights against the Corporate Debtor and/or the Resolution Applicant after completion of payment of the Total Resolution Amount in accordance with the terms of this Resolution Plan.

Provided further that notwithstanding the foregoing, any rights of a person relating to subrogation and/or to claim any amounts in respect of such obligations against the Corporate Debtor, whether claimed or not, admitted or not, due or contingent, asserted or un-asserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period up to the Effective Date shall be deemed to be permanently extinguished on and with effect from the NCLT Approval Date, and all the contracts entered into by the Corporate Debtor with such persons referred to above will be deemed to be terminated without any liabilities, claims or obligations whatsoever arising out of or in relation to such contracts, by virtue of the order of the NCLT approving this Resolution Plan and the Corporate Debtor or the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. It is clarified that the beneficiaries of any third party guarantees issued on behalf of or at the behest of the Corporate Debtor and the guarantor thereof shall, if required, do all acts, as may be necessary, to give effect to the extinguishment of the subrogation rights of such third party guarantors of the Corporate Debtor upon approval of this Resolution Plan by the NCLT.

(g)

Simultaneously with the deposit of the Total Resolution Amount in the CIRP Account, the Financial Creditors shall be deemed to have no dues outstanding in respect of the financial indebtedness of the Corporate Debtor. Proof of such deposit by the Resolution Applicant by way of a bank statement shall be sufficient evidence for the purpose of the release of charge or mortgage or Encumbrance or pledge by Resolution Professional or the Resolution Applicant (as may be applicable) and the Financial Creditors shall be deemed to have provided their authorisation for filing of necessary forms for satisfaction of security interest. In any event, the Financial Creditors shall forthwith provide the signed charge release forms and 'certificates of no dues' in the format provided in Annexure 3 (Form of No Dues Certificate) to the Corporate Debtor and undertake such steps as may be required by the Resolution Applicant without any further payment, to ensure the release of charge or mortgage or Encumbrance or pledge as per the directions of the Resolution Applicant. Upon deposit of the Total Resolution Amount in the CIRP Account (to be inter alia used towards Financial Creditors Payment), the Financial Creditors shall be deemed to have irrevocably and unconditionally authorised the Resolution Applicant/Implementing Entity as their authorised attorney to take any and all actions as may be required to give effect to the release and satisfaction of the charges. No transfer of shares by a shareholder of the Corporate Debtor is to be permitted between release of the pledge and the Capital Reduction as provided below.

(h)

The manner of distribution of Financial Creditor Payments shall be in accordance with sub-section 3.2.3 (Summary Proposal) of the Resolution Plan.

5.

The list of financial creditors of the CD M/s Athena Demwe Power Limited being members of the CoC and distribution of voting share among them is as under:

Sl. No.	Name of Creditor	Voting Share (%)	Voting for Resolution Plan (Voted for / Dissented / Abstained)
1.	Indian Bank	61.48%	Voted For
2.	Union Bank (Formerly known as Corporation Bank)	35.18%	Voted For
3.	Andra Power Private Limited	0.32%	Voted For
4.	Aquagreen Engineering Management Pvt. Ltd.	1.12%	Voted For
5.	BOMS Private Limited (Formerly known as Balaji Operation & Maintenance Services Private Limited)	1.85%	Voted For
6.	Zeus Infra Management Pvt. Ltd.	0.05%	Voted For
	TOTAL	100.00%

6.

The Resolution Plan includes a statement under regulation 38(1A) of the CIRP Regulations as to how it has dealt with the interests of all stakeholders in compliance with the Code and regulations made thereunder.

YES

7.

The amounts provided for the stakeholders under the Resolution Plan is as under: (Amount in Rs. lakh)

"153.

Regulation 38(3) mandates that a Resolution Plan be feasible, viable and implementable with specific timelines. A Resolution Plan whose implementation can be withdrawn at the behest of the successful Resolution Applicant, is inherently unviable, since open-ended clauses on modifications/withdrawal would mean that the Plan could fail at an undefined stage, be uncertain, including after approval by the Adjudicating Authority. It is inconsistent to postulate, on the one hand, that no withdrawal or modification is permitted after the approval by the Adjudicating Authority under Section 31, irrespective of the terms of the Resolution Plan; and on the other hand, to argue that the terms of the Resolution Plan relating to withdrawal or modification must be respected, in spite of the CoC's approval, but prior to the approval by the Adjudicating Authority. The former position follows from the intent, object and purpose of the IBC and from Section 31, and the latter is disavowed by the IBC's structure and objective. The IBC does not envisage a dichotomy in the binding character of the Resolution Plan in relation to a Resolution Applicant between the stage of approval by the CoC and the approval of the Adjudicating Authority. The binding nature of a Resolution Plan on a Resolution Applicant, who is the proponent of the Plan which has been accepted by the CoC cannot remain indeterminate at the discretion of the Resolution Applicant. The negotiations between the Resolution Applicant and the CoC are brought to an end after the CoC's approval. The only conditionality that remains is the approval of the Adjudicating Authority, which has a limited jurisdiction to confirm or deny the legal validity of the Resolution Plan in terms of Section 30 (2) of the IBC. If the requirements of Section 30(2) are satisfied, the Adjudicating Authority shall confirm the Plan approved by the CoC under Section 31(1) of the IBC."