M/s. Miller Trader Pvt. Ltd. vs M/s. Dunlop Polymers Pvt. Ltd.

Section 30(2)(a): The Resolution Applicant undertakes to pay an amount of ₹40 lakh towards CIRP costs, which shall be paid in priority to all other stakeholders in accordance with the provisions of the Code. As the exact CIRP cost has not been communicated by the Resolution Professional, the aforesaid amount is being earmarked for this purpose. In the event the actual CIRP costs exceed INR 40 Lakh, such excess amount shall be adjusted against the payments proposed to be made to the Secured Financial Creditors, so as to ensure that the overall financial outlay of the Resolution Applicant under the Resolution Plan remains unchanged.

Section 30(2)(b): The Successful Resolution Applicant has proposed a sum of ₹5.00 lakhs towards statutory dues of Operational Creditors. It is further noted that no claims have been submitted by workmen or employees; accordingly, no amount is proposed towards such claims. In the Resolution Applicant's assessment, the Liquidation Value is insufficient to even satisfy the claims of the Secured Financial Creditors in full and therefore, the Liquidation Value accruing to the Operational Creditors would be NIL. Accordingly, all dues of the Operational Creditors being paid in compliance to Section 30(2)(b).

Section 30(2)(c): Clause 3.2.5.4(b) talks about payment to dissenting financial creditors and states that they shall be paid minimum liquidation value as per the provision of Section 30(2) of the Code. As the Unsecured Financial Creditor has abstained from voting, the SRA has allocated an amount of INR 5.00 Lacs against their total admitted claims of Rs. 82.78 Lacs in compliance to Section 30(2)(c).

Section 30(2)(d): Clause 4.2 of the Resolution Plan provides that upon its approval (‘Effective Date’), all existing directors of the Corporate Debtor shall be deemed to have resigned and the Board shall be reconstituted by the Successful Resolution Applicant in accordance with applicable law. The SRA proposes to manage the affairs of the Corporate Debtor through a professionally structured management framework comprising of:

Section 30(2)(e): Upon approval of the Resolution Plan, the reconstituted Board of Directors, along with the financial and technical teams already in place or to be inducted, shall manage the day-to-day affairs of the Corporate Debtor from the Appointed Date until the Effective Date. From the Effective Date, the Successful Resolution Applicant shall assume full control of the Corporate Debtor and undertake necessary appointments of employees and key personnel, while retaining or restructuring the existing workforce as deemed appropriate.

Section 30(2)(f): The Resolution Applicant in Clause 4 (i) of Form H, confirms that the Resolution Plan is not in contravention of any of the provisions of the applicable laws for the time being in force.

Regulation 36B (4A): In compliance with Regulation 36B(4A) of the CIRP Regulations, the Successful Resolution Applicant has deposited an amount of INR 3,45,00,000 with Canara Bank, which renews periodically and is valid up to 05.10.2026. The Fixed Deposit Receipt evidencing the same is annexed as Annexure A to the memo dated 04.04.2026.

It is submitted that the Resolution Plan complied with Regulation 38 of the Insolvency and Bankruptcy Board of India (Insolvency process for Corporate Persons) Regulations, 2016 which are as follows:

Regulation 38(1A): The Resolution Applicant has considered the interest of all the stakeholders and has accordingly proposed to make payment to the stakeholders in the following manner:

Regulation 38(1B): The SRA has stated in Clause 4.7 of the Resolution Plan that as mandated under Regulation 38(1B) of the CIRP Regulations, he or any of his related parties has not failed to implement or contributed to the failure of implementation of any Resolution Plan approved under the code.

Regulation 38(3)(a): Clause 4.5.1 of the Plan states that the financial distress of the Corporate Debtor arose primarily due to adverse government policies, increased tax burden, and heightened competition from peer companies, which collectively impacted its profitability and cash flows. As a result, the Corporate Debtor faced constraints in managing its working capital cycle, leading to liquidity stress and operational disruptions. Owing to these factors, the Corporate Debtor was unable to sustain its operations profitably, which ultimately resulted in defaults in meeting its financial obligations and led to the initiation of the Corporate Insolvency Resolution Process.

Regulation 38(3)(b): Clause 4.5.2 of the Resolution Plan deals with its feasibility and viability. The Successful Resolution Applicant has submitted detailed financial projections, annexed as Schedule 9 to the Plan, which indicate that the Corporate Debtor is expected to achieve a net profit in the first full year of operations post-implementation, with profitability projected to increase in subsequent years. The Plan is premised on the revival potential of the Corporate Debtor, which had viable operations prior to the disruptions caused by the COVID-19 pandemic. The SRA, having experience across multiple business verticals, possesses the requisite managerial capability to efficiently run the Corporate Debtor and proposes to appoint qualified professionals and technical experts to strengthen operations. Further, the SRA has demonstrated adequate financial capability through existing investments and access to funds, ensuring its ability to implement the Plan and meet all financial commitments.

Regulation 38(3)(c) & Regulation 38(3)(d): Schedule 2 of the Resolution Plan details the implementation. Further, the indicative timeline for implementation of Resolution Plan is as follows:

Regulation 38(3)(e): The SRA has a strong financial standing, as evidenced by net-worth of INR 81,53,88,158 as on 31.01.2026 thereby establishing its capacity to undertake the acquisition and turnaround of the Corporate Debtor. It is further submitted that the SRA has a proven track record of financial stability and operational management, demonstrating both the capability and commitment to fulfil its obligations under the Plan. The Successful Resolution Applicant meets the criteria provided by the CoC and is also eligible under Section 29A of the Code, affidavit regarding the same is annexed as Annexure B in the main Petition along with the due diligence report under Regulation 36A(8) has been submitted as Annexure A1 to memo dated 23.01.25, confirming the eligibility of the SRA.

The Resolution Professional has certified that the Resolution Plan is not subject to any contingency in Clause 12 of Form-H. Further, in Clause 4 it is certified that the Resolution Plan complies with all the provisions of Insolvency and Bankruptcy Code, 2016 and the Regulations thereunder and also does not contravene any of the provisions of the law for the time being in force. Further, the SRA has submitted an affidavit under section 30(1) of the Code confirming its eligibility under Section 29A of the Code to submit the Resolution Plan. It is further certified that the Resolution Plan has been approved by the CoC in accordance with the provisions of the Code and the CIRP Regulations made thereunder. The Resolution Plan has been approved with 97.94% voting share after considering all the requirements specified by the CIRP Regulations.

Reliefs and Concessions: In Schedule 5 of the Plan, the Resolution Applicant has urged for exemption of compliances in relation to Companies Act, 2013, Taxes (Direct & Indirect) & Stamp Duty as well as Specific Laws, other Government Approvals as applicable to the Corporate Debtor. The Prayer has been examined and it is observed that for such reliefs and exemptions, the Resolution Applicant will have to approach the respective statutory authorities for being accorded and decided as per the provisions of concerned existing laws and landmark judgements. Further, the approval of the Resolution Plan shall not in itself be construed as waiver of any statutory obligations/liabilities/Taxes/duties etc. and any waiver sought in the Resolution Plan, shall be subject to approval by the Authorities concerned in light of the Judgment of Supreme Court in Ghanshyam Mishra and Sons Private Limited v/s. Edelweiss Asset Reconstruction Company Limited (Civil Appeal no. 8129 of 2019).

The Resolution Plan marked as Annexure B, submitted by Mr. Saikam Sivachaitanya, in respect of the Corporate Debtor, is hereby approved. The realisable amount under the Plan is INR 17.25 crores including INR 40 Lacs as CIRP cost. Additionally, the SRA will infuse Rs.3,00,00,000/- as working capital and Rs.6,00,00,000/- as investment for operations to achieve breakthrough in very first full year on becoming functional post implementation.

The Resolution Plan hereby approved shall be binding on the Corporate Debtor, its employees, members, creditors, including the Central Government, State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force such as authorities to whom statutory dues are owed, guarantors and other stakeholders involved in the Resolution Plan.

Further, the Resolution Professional is directed to handover the management, control and all the assets, documents/records in physical and/or digital form to the Successful Resolution Applicant against proper receipt immediately and the Resolution Professional will stand discharged of his responsibilities of such position.

It is clarified that this order shall not be construed as an order granting exemption from payment of stamp duty, taxes or charges, if any, payment due or required in accordance with law or in respect to any permission/compliance with or anything specifically required under any law to be done/performed etc. for the time being in force.

The approved Resolution Plan is effective forthwith. The Monitoring Committee shall submit bi-monthly progress report to this Authority. The members be paid remuneration as may be decided by the parties in the light of IBBI Regulations.

In case of non-compliance/non-implementation/failure in implementation of this order or withdrawal of the Resolution Plan by the Successful Resolution Applicant, the RP shall forfeit the EMD/Performance Guarantee or any further amount paid as per the terms of the resolution plan without any recourse to this Authority. The Resolution Applicant shall also be liable to further compensate by way of interest or otherwise for the delay, deprivation and diminished prospects of CD in that event, as may be determined by this Authority.

Under the provisions of section 31(3) of the Code, we also direct as under:

a. The moratorium imposed vide order dated 25.06.2019 in the main Company Petition ceases to operate from the date of this order.

b. The resolution professional shall forward all records of conducting CIRP and the Resolution Plan to the Board to be recorded/uploaded on its database