Omkara Assets Reconstruction Pvt. Ltd vs C And M Farming Limited

IA(PLAN)/66/2025: The above IA is listed for pronouncement of order. The same is pronounced in open court, vide a separate order.

The present I.A. has been filed by M/s Orion Resolution & Turnaround Pvt. Ltd, Acting through its Authorised Signatory, Mr. Abhijit Gokhale (“Applicant”), the Resolution Professional of C and M Farming Limited (“Corporate Debtor”), under Section 30(6) of the Insolvency and Bankruptcy Code, 2016, seeking approval of the Resolution Plan dated 25.01.2025 (as amended on 27.03.2025) read with Letter of Intent dated 09.04.2025 submitted by Supreme Capinfra Private Limited in respect of the Corporate Debtor, under Section 31 (1) and declare that the same shall be binding on the Corporate Debtor and its employees, members, all creditors (including with respect to any unverified or rejected claims, unfiled claims and contingent claims), guarantors and other stakeholders in the CIRP of the Corporate Debtor; Pass an order granting and allowing the prayers, reliefs, concessions, and directions as sought by the Successful Resolution Applicant under the Successful Resolution Plan and such other order/orders as it may deem fit and proper in the facts and circumstances of the case and/ or in the interest of justice.

The brief facts of the case are that the Corporate Insolvency Resolution Process (CIRP) of the Corporate Debtor was initiated by this Tribunal under Section 9 of the Insolvency and Bankruptcy Code, 2016 (“the Code”) vide order dated 21.03.2024, whereby Mr. Kamal Sharma was appointed as the Interim Resolution Professional (IRP).

The Corporate Debtor is a public limited company, incorporated on 11.06.1980 under the provisions of the Companies Act, 1956, and is registered with the Registrar of Companies, Mumbai. The registered office of the Corporate Debtor is situated at Hendry Gomes Blog, Room No. 20, Jogeshwari (West), Mumbai, Maharashtra – 400102. The Corporate Debtor is engaged in the business of breeding, producing, transporting, buying, and selling poultry.

Pursuant to his appointment, the IRP issued a public announcement on 22.03.2024, inviting claims from creditors, which was published in Free Press Journal (English), Deshdoot (English), Navashakti (Marathi) and Deshdoot (Marathi).

In response to the public announcement, the IRP received a total of seventeen (17) claims from various categories of creditors, details whereof are as under:

One (1) claim from a secured financial creditor (other than financial creditors belonging to any class);

Five (5) claims from unsecured financial creditors (other than financial creditors belonging to any class);

One (1) claim from an ex-employee;

One (1) claim filed by the Authorised Representative of workmen and employees, representing 223 individual claims;

Eight (8) claims from operational creditors (other than workmen, employees and government dues); and

One (1) claim from other creditors, if any (other than financial and operational creditors).

On the basis of the claims received and verified, the IRP constituted the Committee of Creditors (CoC) on 13.04.2024, in accordance with Section 21 of the Code. The CoC comprised Omkara Assets Reconstruction Private Limited, being the sole financial creditor, holding 100% voting share in the CoC.

Thereafter, in the first meeting of the CoC held on 19.04.2024, the CoC resolved to replace the IRP and appoint Mr. Gaurav Adukia as the Resolution Professional (RP) of the Corporate Debtor. Pursuant thereto, I.A. No. 1998 of 2024 was filed before this Tribunal seeking appointment of Mr. Gaurav Adukia as the RP, which came to be allowed vide order dated 29.04.2024.

Subsequently, during the third meeting of the CoC held on 12.08.2024, Mr. Gaurav Adukia tendered his resignation as the RP of the Corporate Debtor. The CoC, thereafter, recommended the appointment of M/s. Orion Resolution & Turnaround Private Limited, through its Authorised Signatory, Mr. Abhijit Gokhale, as the Resolution Professional. Accordingly, I.A. No. 4105 of 2024 was filed before this Tribunal, which was allowed vide order dated 28.08.2024, appointing the said entity as the RP.

For the purpose of determination of the Fair Value and Liquidation Value of the assets of the Corporate Debtor, two registered valuers were appointed by the IRP in compliance with Regulation 27 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, pursuant to the resolution passed in the first meeting of the CoC held on 19.04.2024.

The details of the fair and liquidation value of the Corporate Debtor as per the valuation reports by the registered valuers has been submitted as under:

(Amount in Rs.)

In the first meeting of the Committee of Creditors, the CoC also approved the appointment of a professional for conducting a Transaction Audit, with a view to analyse and examine all transactions of the Corporate Debtor that may fall within the ambit of Sections 43, 45, 46, 49 and 50, read with Section 66 of the Insolvency and Bankruptcy Code, 2016, relating to preferential, undervalued, extortionate and fraudulent transactions, if any.

Pursuant to the approval of the CoC, Form G inviting Expressions of Interest (EOIs) from interested and eligible Prospective Resolution Applicants (PRAs) was published on 03.06.2024 in the following newspapers: Free Press Journal (English – entire Mumbai edition), Navshakti (Marathi – entire Mumbai edition), and Deshdoot Times (Marathi and English – entire Nashik edition). The original last date for submission of Resolution Plans was 21.06.2024. However, with the approval of the CoC, two corrigenda were subsequently issued, extending the last dates for submission of Resolution Plans to 16.07.2024 and thereafter to 16.08.2024, respectively.

In response to Form G, three EoI were received by the Erstwhile RP as on the extended timelines :

Subsequently, I.A. No. 4105 of 2024 was filed seeking replacement of the Resolution Professional, which came to be allowed by this Tribunal vide order dated 28.08.2024. Pursuant thereto, the Applicant assumed charge as the Resolution Professional of the Corporate Debtor on 04.09.2024, being the date of handover.

As the statutory CIRP period of 180 days was due to expire on 16.09.2024, the Committee of Creditors, upon deliberation, decided to issue a fresh Form G on the following grounds:

failure of the erstwhile Resolution Professional to issue the Information Memorandum (IM), Evaluation Matrix (EM) and Request for Resolution Plans (RFRP) within the stipulated timelines, as well as failure to verify, collate and update the claims in the IM;

issuance of the final list of Prospective Resolution Applicants (PRAs) on 27.08.2024, despite tendering resignation on 12.08.2024;

non-uploading of Form G on the IBBI website; and

receipt of only three (3) Expressions of Interest (EOIs), thereby necessitating wider participation to ensure maximisation of value of the assets of the Corporate Debtor.

Accordingly, the Committee of Creditors, in its Fifth Meeting held on 09.09.2024, resolved to seek an extension of the CIRP period by 90 days. Pursuant thereto, I.A. No. 5506 of 2024 was filed before this Tribunal and was allowed vide order dated 03.12.2024, extending the CIRP period by 90 days up to 15.12.2024.

Considering that only three Prospective Resolution Applicants had submitted EOIs earlier, and with a view to ensuring a successful resolution and maximisation of the value of assets, the CoC resolved to publish Form G afresh. Accordingly, Form G was published on 10.09.2024 in Deshdoot and Deshdoot Times (Nashik edition), and Free Press Journal and Navakal (Mumbai edition).

Pursuant to the publication of Form G dated 10.09.2024, the Applicant received Expressions of Interest from four (4) parties/individuals for submission of Resolution Plans for the Corporate Debtor as on the prescribed cut-off date. An Earnest Money Deposit (EMD) of ₹1,00,00,000/- (Rupees One Crore Only) was received from each of the interested parties.

Based on the due diligence conducted and in compliance with Regulation 36A(10) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, a provisional list of eligible Prospective Resolution Applicants was issued to the CoC and to the PRAs who had submitted their EOIs, vide email dated 30.09.2024, calling upon them to submit objections, if any, to the inclusion or exclusion of PRAs in the provisional list on or before 05.10.2024, in terms of Regulation 36A(11) of the CIRP Regulations.

No objection to the Provisional List of PRAs was received and the Applicant published the Final List of PRAs on 08.10.2024, which is as follows:

The Applicant submits that thereafter, in the Seventh Meeting of the Committee of Creditors held on 06.12.2024, the Resolution Professional placed the draft Information Memorandum (IM) and Request for Resolution Plans (RFRP) before the CoC, which were duly approved for issuance to the Final Prospective Resolution Applicants (PRAs). The Final PRAs were accordingly requested to submit their Resolution Plans on or before 16.01.2025.

However, since the extended CIRP period was due to expire on 15.12.2024, the Applicant apprised the CoC of certain pending compliances, particularly relating to valuation and transaction audit, which had delayed the process. It was further submitted that due to inadequate and incomplete information from the suspended Board of Directors, the title of the assets could not be conclusively ascertained, necessitating the appointment of a professional for conducting title searches.

In these circumstances, the Applicant recommended seeking exclusion of 118 days, being the period from 10.05.2024 (handover from the IRP to the erstwhile RP pursuant to orders of this Tribunal) to 04.09.2024 (handover to the Applicant). The CoC resolved accordingly and I.A. No. 1513 of 2025 was filed; however, the same came to be dismissed vide order dated 04.04.2025.

With the approval of the CoC in the Seventh CoC Meeting, the Applicant thereafter filed I.A. No. 1929 of 2025, seeking a second extension of the CIRP period by 60 days, i.e., up to 14.02.2025, which was allowed by this Tribunal vide order dated 06.05.2025.

The Applicant further apprised the members of the CoC that, pursuant to discussions held in the Seventh CoC Meeting, the CoC was of the view that the outstanding dues payable to the Government of Maharashtra in respect of the land parcel forming part of the Corporate Debtor's corporate office, bearing Survey No. 536/3/4/3/1/2 (Final Plot No. 220, T.P.-1), N.D. Patel Road, Mauze Nashik, Maharashtra – 422001, ought to be cleared.

To achieve the same, the CoC resolved to sell certain unencumbered assets of the Corporate Debtor and utilise the proceeds towards settlement of the said dues. Accordingly, the said land parcel was sold and excluded from the Information Memorandum, and a revised IM was thereafter shared with the Final PRAs on 13.01.2025.

The original last date for submission of Resolution Plans was 16.01.2025. Upon requests received from two PRAs, namely M/s. Nimantran Horticulture Private Limited and Mr. Rajendra Parakh, seeking a 30-day extension, the CoC, in its Seventh Meeting held on 06.12.2024, took note of the fact that the CIRP period, pursuant to prior extensions, was to continue up to 14.02.2025, subject to approval of this Tribunal.

In exercise of powers under Regulation 36B(6) of the IBBI (CIRP) Regulations, 2016, the CoC, by 100% voting share, approved a limited extension of 10 days for submission of Resolution Plans, i.e., up to 26.01.2025.

As on 27.01.2025, four (4) Resolution Plans were received from the following Resolution Applicants:

Nimantran Horticulture,

Mr. Rajendra Parakh,

Supreme, and

Salawat Real Estate.

The said plans were opened in the presence of the respective applicants and members of the CoC during the Ninth CoC Meeting held on 03.02.2025. During the said meeting, the CoC noted that additional time would be required for evaluation and approval of the plans and accordingly resolved to seek a further extension of 60 days from 14.02.2025, i.e., up to 15.04.2025.

Accordingly, I.A. No. 1221 of 2025 was filed seeking a third extension beyond 330 days, which, subject to approval of this Tribunal, would extend the CIRP period up to 15.04.2025. The said extension was allowed by this Tribunal vide order dated 09.05.2025.

On 06.03.2025, the Applicant received emails from two Resolution Applicants seeking further extension for submission of their Resolution Plans. The CoC agreed to grant a limited extension to enable the PRAs to comply with pending legal issues, permitting submission on or before 12.03.2025.

The Applicant thereafter received an email dated 13.03.2025 from the Director/Promoter of the Corporate Debtor, Ms. Terry D'Souza, intimating that she had filed an Interlocutory Application before this Tribunal seeking an inquiry against Supreme, alleging certain past transactions between the Corporate Debtor and Supreme, rendering Supreme ineligible to submit a Resolution Plan.

The Applicant placed the said development before the CoC in the Thirteenth CoC Meeting held on 17.03.2025. The CoC noted that since the said application was pending adjudication and no adverse order had been passed by this Tribunal, there existed no legal basis to exclude Supreme from participating in the Challenge Mechanism.

The Applicant received the final Resolution Plans, post completion of the Challenge Mechanism, from all four Resolution Applicants on the last date of the extended timeline, i.e., 20.03.2025.

Since the CIRP period was due to expire on 15.04.2025, the Applicant filed I.A. No. 2071 of 2025 on 15.04.2025, seeking a further extension till 04.05.2025 to enable the members of the CoC to vote on the Resolution Plans and achieve resolution. The said application was allowed by this Tribunal vide order dated 26.05.2025, extending the CIRP period up to 04.05.2025.

The Applicant submits that all the final Resolution Plans were duly examined and were found to be compliant with the mandatory provisions of Section 30(2) of the Insolvency and Bankruptcy Code, 2016, as well as the applicable Regulations. As recorded in the Minutes of the Fourteenth CoC Meeting dated 25.03.2025, the CoC sought two clarifications from Supreme regarding:

the amounts proposed towards CIRP costs; and

reliefs and concessions sought in respect of PUFE applications.

Thereafter, in the Fifteenth CoC Meeting held on 03.04.2025, the four Resolution Plans, having been found compliant with the Code, were placed before the CoC for consideration. After evaluating the feasibility and viability of each plan, the CoC voted on the plans through e-voting, which commenced on 05.04.2025 at 2:00 PM and concluded on 09.04.2025.

The Resolution Plan submitted by Supreme Capinfra Private Limited (“Successful Resolution Applicant / Respondent No. 2”) was approved by the CoC with 100% voting share (“the said Resolution Plan”).

The Applicant submits that Respondent No. 2 was accordingly declared as the Successful Resolution Applicant, and a Letter of Intent (LoI) was issued by the Applicant on 09.04.2025. The LoI was unconditionally accepted by Respondent No. 2 and returned with endorsement on 11.04.2025. Further, Respondent No. 2 furnished the Performance Bank Guarantee (PBG) for an amount of ₹3,85,00,000/- (Rupees Three Crore Eighty-Five Lakh Only) in favour of the Applicant on 15.04.2025.

The Applicant submits that the Resolution Plan provides for infusion of a total sum of ₹96,81,00,000/- (Rupees Ninety-Six Crore Eighty-One Lakh Only) for the benefit of the stakeholders.

In view of the above and pursuant to the authorization granted by the CoC, the Applicant has filed the present Application seeking approval of the Resolution Plan under Section 30(6) read with Section 31(1) of the Insolvency and Bankruptcy Code, 2016.

Learned Counsel appearing for both the Respondents were present during the proceedings of the present Application, and no objections have been raised by any party to the approval of the Resolution Plan.

Brief Background of the Successful Resolution Applicant M/s. Supreme Capinfra Private Limited

It is submitted that Respondent No. 2, M/s. Supreme Capinfra Private Limited, is a private limited company incorporated on 11.12.2012 under the Companies Act, 1956, having its registered office at Y-501/502, Golden Rays, Shastri Nagar, Andheri (West), Mumbai – 400053. The SRA is engaged in providing management and financial advisory services, including advisory services to entities involved in poultry-related activities, offering end-to-end solution-oriented support.

The SRA, along with its affiliates, has over 10 years of direct experience in poultry business activities and initiated its operations in the advisory sector focusing on turnaround of distressed units, particularly in the banking, NBFC and Asset Reconstruction Company (ARC) sectors.

The SRA is managed by Mr. Nitesh Premchandani, who possesses over 15 years of experience in financial advisory and stressed asset management. The SRA has developed a robust network of industry experts and experienced professionals, providing the requisite expertise, guidance and operational support for effective turnaround and management of stressed assets.

The Respondent No.2 proposes an amount of Rs.86.82 lacs (Actual Rs. 45.67 lacs and estimated Rs. 41.15 lacs) to be paid in full towards the CIRP Cost out of the total outlay of Rs.96,81,00,000/-. A regulatory Fee as stipulated in Regulation 31A to be paid in full. The Respondent no.2 shall pay the CIRP cost, at actuals, in priority to any other creditors out of the total amount proposed in the resolution plan. If the actual amount exceeds the estimated amount of Rs.41.15 lacs, excess shall be borne and paid by the Respondent no.2 upto a sum of Rs. 1,00,00,000 (Rupees One crore only) as part of the Resolution Plan. Payment will be made within 30 days of Effective Date. The unpaid CIRP Costs in excess of Rs. 1,00,00,000 (Rupees One crore only) shall be deducted from the amount allocated to the secured Financial Creditors such that there is no modification in the Consideration.

The Respondent No.02 shall infuse funds in three tranches. First Tranche of Rs.32.76 crore will be infused within 90 days of the date of approval of the Resolution Plan by the Adjudicating Authority and the Second tranche of Rs.40 crore will be infused within 180 days from the date of approval of the Resolution Plan by the Adjudicating Authority and Third Tranche of Rs.24.05 crore will be infused within 270 days of the date of approval of the Resolution Plan by the Adjudicating Authority.

In accordance with Regulation 38(1-A) of the IBBI Rules, 2016 and Compliance Certificate in Form H dated 02.05.2025, the statement showing the treatment given to the stakeholders as given below:

(Amount in Rs)

On perusal of Form-H, it is seen that the Resolution Plan is in compliance with the mandatory compliances as stipulated under Section 30(2) of the Code. The Resolution Plan also meets the requirements of Regulations 37, 38, 38(1A) and 39 (4) of the IBBI Regulations, 2016. The SRA has submitted an Affidavit dated 23.09.2024 in Exhibit- 'BB' of the application stating that the Respondent No.02 nor any other person who is a connected person (as defined under the IBC) is ineligible under Section 29A of the IBC. The Resolution Plan is not in contravention of any of the provisions of Section 30(2) of the Code and is in accordance with law and applicable regulations.

In respect of avoidance transactions, the Applicant filed Interlocutory Application No. 4201 of 2025 on 08.09.2025 under Section 66 of the IBC. Clause (ix) at page 151 of the Resolution Plan provides that all proceedings under Sections 43–51 and Section 66 of the Code, pending as on the Plan Approval Date and informed to Respondent No. 2, shall be pursued by the Applicant, and any recoveries therefrom shall be distributed to the Secured Financial Creditors on a pro-rata basis of their admitted secured financial debt, or in such other manner as decided by the CoC, except in respect of properties situated at Gut No. 335, Village Dhakambe, Taluka Dindori, District Nashik, and Gut No. 780, Village Tamgaon, Taluka Karveer, District Kolhapur.

Further, under Clause 8(x) of the Resolution Plan, the two civil suits filed by Respondent No. 1, being Special Suit No. 717/2023 before the Nashik Civil Court relating to Gut No. 335 and Regular Suit No. 959/2024 relating to Gut No. 780, shall continue to be prosecuted by Respondent No. 1, with Respondent No. 2 to be impleaded as the ultimate beneficiary of the Corporate Debtor. In the event the suits are decided in favour of Respondent No. 1, the said properties shall vest in the Corporate Debtor free from all encumbrances, charges, and mortgages.

The Respondent No.02 require the reliefs and concessions as set out in Section VII of Part B (Financial Proposal) of this Plan for the successful Implementation of this Plan. However, the Resolution Plan is not conditional to the said reliefs and concessions. The reliefs and concessions sought in the Resolution Plan and to the extent they are considered, is being dealt in para 57 at point (vi) of this order.

In K Sashidhar v. Indian Overseas Bank & amp; Others (2019) 12 SCC 150, the Hon'ble Apex Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan, as approved by CoC, meets the requirements specified in Section 30(2). The Hon'ble Apex Court further observed that the role of the NCLT is 'no more and no less'. The Hon'ble Apex Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is limited to scrutiny of the Resolution Plan "as approved" by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements.

In view of the law laid down by Hon'ble Supreme Court, the commercial wisdom of the COC is to be given paramount importance for approval/rejection of the resolution plan. As the Resolution Plan meets the requirements of the Code and the IBBI (CIRP) Regulations, 2016 the same needs to be approved. Accordingly, the said Resolution Plan is approved with the following directions:

i. The Resolution Plan submitted by the Applicant which is approved by the CoC, is hereby approved. It shall become effective from the date of this approval and shall form part of this order. It shall be binding on the Said corporate debtor, its employees, members, creditors, including the Central Government, any 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 is due, guarantors and other stakeholders involved in the Resolution Plan.

Accordingly, the Resolution Plan submitted by M/s Orion Resolution & Turnaround Pvt. Ltd (RP of the Corporate Debtor), the Applicant herein, is hereby approved, and I.A. No. 66 of 2025 is allowed and disposed off.