Parag Sheth, RP Of Desh Cam Technological Resources Pvt. Ltd.

- a) Pass an order approving the Resolution Plan submitted by Flowman Metrix Private Limited duly approved by the CoC in accordance with Section 31(1) of the Code (Annexure-AB) and further be pleased to consequential order; - b) Pass an order directing that in accordance with Section 31(1) of the Code, 2016, the approved Resolution Plan shall be binding on all the stakeholders of the Corporate Debtor; - c) Pass an order directing the Resolution Applicant to implement the Resolution Plan in the manner as set out under the Resolution Plan submitted by Flowman Metrix Private Limited; and/or - d) Such other and further relief(s) as may deem fit in the interest of justice.

FACTS of the Case:

Litigation before this Hon'ble NCLAT, New Delhi

Extension of CIRP period by further 90 days beyond the period of 180 days

2nd Application seeking extension of CIRP period by further 60 days from 02.03.2025

Reconstitution of CoC

Approval of Resolution Plan by the CoC

Part A- Business Plan

Part B-Financial Proposal

Part C- Other Mandatory Contents of the Resolution Plan

I. That the present affidavit is being filed by the deponent to place on record certain documents.

II. That a copy of the Information Memorandum of the CD (without annexures) is placed on record with the captioned application at Annexure E. That the deponent hereby places on record a copy of the Information Memorandum of the CD (with annexures thereto) which is annexed hereto and marked as Annexure-A.

III. The list of assets of the CD and the valuation summary of the asset class of the CD is annexed hereto and marked as Annexure-B.

IV. That the valuation of the Land and Building of the CD was done by Valuers Jayesh Bhavsar and Nimesh Raval. Copy of the valuation report dt.27.12.2024 issued by Mr. Jayesh Bhavsar and Mr. Nimesh Raval is annexed hereto and marked as Annexure – C.

V. That the valuation of Plant and Machinery of the CD was done by Mr. Rakesh Shah and Mr. Vatsalraj Dabhi. Copy of the valuation report dt. 17.12.2024 issued by Mr. Vatsalraj Dabhi and copy of the valuation report dt. 18.12.2024 issued by Mr. Rakesh Shah is annexed hereto and marked as Annexure –D.

VI. That the valuation of Securities and Financial Assets of the CD was done by Atharva Valuation (OPC) Private Limited and Den Valuation (OPC) Private Limited. Copy of the valuation report dt. 09.01.2025 issued by Den Valuation (OPC) Private Limited and copy of the valuation report dt. 18.01.2025 issued by Atharva Valuation (OPC) Private Limited is annexed hereto and marked as Annexure-E.

I. Copy of the Lease Deed dated 06.04.2023 and supplementary lease deed dated 29.12.2023 entered between Corporate Debtor and Flowman Metrix Pvt. Ltd. i.e., the Successful Resolution Applicant (“SRA”) which is annexed hereto and marked as Annexure- A.

II. Copy of the audited accounts of the CORPORATE DEBTOR, immediately before the indictment of the SRA as lessee viz. audited accounts of the CD for the FY 2021-22 is annexed hereto and marked as Annexure- B.

III. Copy of the certificate provided by Pipariya & Associates, Company Secretaries with regard to capital structure of MSF Consulting Private Limited as on 26.08.2025 and it shareholding is annexed hereto and marked as Annexure- C, and copy of the Affidavit/Declaration for no disqualification under section 29A of the Insolvency and Bankruptcy Code, 2016 submitted by MSF Consulting Private Limited and its Directors to the deponent is annexed hereto and marked as Annexure-D.

IV. Copies of the audited financials of the CD for the Financial year 2020-2021, 2021-22,2022-23 along with year wise business of the CD from 2013 to 2023 are annexed hereto and marked as Annexure- E.

V. That the audited financial statement of the CD as on 31.03.2024 are yet to be approved by CoC, hence, the bank statement of the CD, having Account No: 920020004424588 in Axis Bank, from 01.04.2023 to 10.06.2024 is annexed hereto and marked as Annexure-F.

1.1. EXECUTIVE SUMMARY

5. DETAILED FINANCIAL PROPOSAL OF THE RESOLUTION APPLICANT

5.1. LIQUIDATION VALUE

The liquidation value of the Corporate Debtor has not been provided by the Resolution Professional. The Resolution Applicant proposes to pay an amount equal to Rs. 14,49,00,000/- (Rupees Fourteen Crore Forty-Nine Lakh Only) to all Stakeholders of the Corporate Debtor, including CIRP Costs, in this Plan.

The amount so payable under this Resolution Plan to the Operational Creditors shall be paid in priority over the Financial Creditors.

5.2. RESOLUTION PLAN AMOUNT

The Resolution Applicant, under the present Resolution Plan, is offering an amount of Rs. 14,49,00,000/- (Rupees Fourteen Crore Forty-Nine Lakh, Only) in full and final settlement of all liabilities and equity of the Corporate Debtor ("Resolution Plan Amount"). The Resolution Applicant shall not be liable to pay anything over and above the Resolution Plan Amount. It is pertinent to mention that the Resolution Applicant may infuse funds, up to an amount of Rs. 50,00,000/- (Rupees Fifty Lakhs Only), as and when required, for the purpose of carrying on operations of the Corporate Debtor

5.3. TIMELINE FOR PAYMENT

On the Upfront Payment Date, the Resolution Applicant shall pay the Upfront Payment Amount

On and from the Closing Date, the liability of the Resolution Applicant under this Resolution Plan will come to an end. The Resolution Applicant shall not be liable for any other payment to any other stakeholder of the Corporate Debtor, whether such stakeholder has been identified or not, or whether such payment has been crystallised or not.

5.4. GENERAL PROVISIONS

1)

All liabilities of the Corporate Debtor whether admitted or not, due or contingent, asserted or unasserted, crystallised or unerystallised, known or unknown, disputed or undisputed, present or future, or any guarantee given by the Corporate Debtor in relation to any third party transaction of any nature in respect of which such third parties may have rights against the Corporate Debtor, which may have been provided or issued by any person in support of, for the benefit of, or at the behest of the Corporate Debtor or for any other reason whatsoever, in relation to any period till the Effective Date shall, as on that date, stand cancelled and terminated without any liabilities accruing to the Corporate Debtor and / or Resolution Applicant, and will be treated as extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan except as mentioned in clause 4.2.1(e).

ii) This Resolution Plan is a full and comprehensive proposal for the resolution of the insolvency of the Corporate Debtor. For the removal of doubt, it is hereby clarified that all the rights, title and interest of the Corporate Debtor in all its Assets shall continue to vest with the Corporate Debtor, except as specifically set out in this Resolution Plan.

iii) As per the Information Memorandum, no guarantees have been given by persons and/or entities, as mentioned before, on behalf of the Corporate Debtor. In any case, it is clarified that any such guarantee shall not stand extinguished upon the approval of this Resolution Plan and the concerned creditor shall be entitled to prosecute the guarantor(s) to the full extent of law; provided, however, that no such creditor or guarantor shall have any recourse to the Corporate Debtor nor shall have any right of subrogation as against the Corporate Debtor.

iv) Other than as expressly provided under this Resolution Plan, no other payment or settlement (of any nature or in kind) shall be made to any other person in respect of any other claim, whether agitated or not, whether admitted or not and any related suit, proceedings or other action shall stand irrevocably and unconditionally abated, settled and extinguished in perpetuity.

v)

This resolution plan satisfies all the mandatory conditions as laid out in Section 30(2) of the Code and also fulfills all the criterion as per Regulation 38(1) and Regulation 38(2) of the CIRP Regulations, as morefully provided under Part C.

5.5. PAYMENT OF CIRP COST

1)

As informed by the Resolution Professional the estimated CIRP Costs is Rs. 23,80,422/-(Rupees Twenty-Three Lakh Eighty Thousand Four Hundred Twenty-Two Only). This Resolution Plan has made a provision of Rs. 23,80,422/- (Rupees Twenty-Three Lakh Eighty Thousand Four Hundred Twenty-Two Only) towards CIRP Costs. The full amount of CIRP Cost shall be payable at actuals on Upfront Payment Date and in priority by the Resolution Applicant on the Upfront Payment Dute and in case the CIRP Costs exceeds the above threshold of Rs. 23,80,422/- (Rupees Twenty-Three Lakh Eighty Thousand Four Hundred Twenty-Two Only), such additional sum shall be paid from the amount payable to Shareholders and thus the amount proposed under the Resolution Plan to the Shareholders shall be accordingly reduced proportionately to the extent of such additional payment towards CIRP Costs. Considering this, the reference of payment of CIRP Costs under this Plan by the Resolution Applicant shall be construed as being paid subject to provision of this Clause. If the CIRP Cost is less than the provision created, the same shall be refunded back to the Resolution Applicant.

ii) Once the CIRP Costs have been paid, it is clarified that no claims, liabilities, fines, costs, expenses or any other payment of such nature or otherwise, that are or are claimed to constitute CIRP Costs shall be payable by the Resolution Applicant or the Corporate Debtor. Any cash or bank balances as on the Effective Date shall remain to be in unencumbered ownership of the Corporate Debtor and the Resolution Applicant.

5.6.

UNSECURED FINANCIAL CREDITOR (OTHER THAN FINANCIAL CREDITORS BELONGING TO ANY CLASS OF CREDITORS)

1)

The Resolution Applicant proposes to pay Rs. 6,65,03,926/- (Rupees Six Crore Sixty-Five Lakh Three Thousand Nine Hundred Twenty-Six Only) towards the Unsecured Financial Creditors (other than Financial Creditor belonging to any class) (whether admitted or under verification or contingent or crystallized or uncrystallised or to arise in future but relating to period prior to Effective Date) of the Corporate Debtor. However, the Resolution Applicant acknowledges the rights of Unsecured Financial Creditor (other than Financial Creditor belonging to any class) as provided under clause 4.2.1 (e).

ii) The aforementioned amount payable to Unsecured Creditors (other than Financial Creditor belonging to any class) shall be as under:

- Rs. 3,32,51,963/- (Rupees Three Crore Thirty-Two Lakh Fifty-One Thousand Nine Hundred and Sixty-Three Only) shall be payable to Unsecured Financial Creditor (other than Financial Creditor belonging to any class) on the Upfront Payment Date;

- Rs. 3,32,51,963/- (Rupees Three Crore Thirty-Two Lakh Fifty-One Thousand Nine Hundred and Sixty-Three Only) shall payable to Unsecured Financial Creditor (other than Financial Creditor belonging to any class) within 2 months from the Effective Date;..."

5.7. DUES OWED BY CORPORATE DEBTOR TO RELATED PARTIES

The dues owed by the Corporate Debtor to any related party, if any, shall be extinguished as of the Effective Date. Regarding other related party claims, the Resolution Applicant or the Corporate Debtor will decide whether to pay off such dues.

5.8. PAYMENT OF CREDITORS OF CORPORATE DEBTOR

Resolution Applicant has sufficient net worth and shall utilise its internal accruals and infuse funds into the Corporate Debtor, by way of equity, debt, or any other instrument, as the Resolution Applicant may deem fit, for the purpose of payment of Resolution Plan Amount, as may be required. If the Resolution Applicant deems fit it may Subsequently, claims of creditor shall be paid off through use of such funds.

5.9. INFUSION OF WORKING CAPITAL FUNDS

The Resolution Applicant shall infuse working capital/investment, up to the tune of approximately Rs. 50,00,000/- (Rupees Fifty Lakhs Only) as may be deemed necessary, for maintaining the Corporate Debtor as a going concern. Such infusion will be by way of equity, debt or in such other form or manner as the Resolution Applicant may decide. As and when necessary, in the opinion of the Resolution Applicant, the Resolution Applicant shall infuse funds into the Corporate Debtor.

5.10. PROPOSAL FOR SHAREHOLDERS

i)

The Resolution Applicant proposes to pay an amount to the tune of Rs. 7,60,15,652/- (Rupees Seven Crore Sixty Lacs Fifteen Thousand Six Hundred Fifty-Two Only) to the Shareholders of the Corporate Debtor in proportion to their respective shareholding in the Corporate Debtor.

ii) The said amount payable to shareholders of the Corporate Debtor shall be paid in the following manner:

- Rs. 3,80,07,826/- (Rupees Three Crore Eighty lacs seven thousand eight hundred twenty six Only) shall payable to Shareholders of the Corporate Debtor within 6 months from the Effective Date; - Rs. 3,80,07,826/- (Rupees Three Crore Eighty lacs seven thousand eight hundred twenty six Only) shall payable to Shareholders of the Corporate Debtor within 12 months from the Effective Date

iii) The existing shareholders of the Corporate Debtor shall not be entitled to retain their shareholding on and after the Effective Date. On and from the Effective Date, the entire share capital of the Corporate Debtor is to be cancelled by way of Capital Reduction; and 1,00,000 fresh ordinary equity shares or any other mumber at the sole discretion of Resolution Applicant of face value Rs. 10 each are to be issued to the Resolution Applicant or its nominees. The issuance of such shares is to be completed by the Upfront Payment Date. It shall be the responsibility of the Monitoring Committee to ensure that the shares are issued as per this paragraph. To this end, the Monitoring Committee shall be entitled to take such actions as may be necessary.

iv) Accordingly, the existing paid up share capital shall stand to be fully written down. ("Capital Reduction")

Table Shareholding after resolution of the Corporate Debtor

Share Holders	Before Resolution				After Resolution
	No of Share	Face Value	Amount (in Rs.)	%age of share holding	No of Share	Face Value (in Rs)	Amount (in Rs)	%age of share holding
Existing Promoters	16,07,950	10	1,60,79,500	100	-	-	-	-
Flowman Matrix Private Limited	-	-	-	-	1,00,000	10	10,00,000	100

Total

16,07,950

10

1,60,79,500

100

1,00,000

10

10,00,000

100

6. SOURCE OF FUNDS

1.

The Resolution Applicant has the required net worth and internal accruals, cash and cash equivalent, receivables, and inventory to pay the Resolution Plan Amount. For the sake of assurance, it should be noted that Resolution Applicant has a net worth of Rs. 24,15,59,724/-(Rupees Twenty-Four Crores Fifteen Lakhs Fifty-Nine Thousand Seven Hundred Twenty-Four Only) as on 31.03.2024.

2.

If required, the Resolution Applicant may raise funds through the issuance of debt instruments or by seeking debt facilities from a financial institution, after following due legal process.

7. IMPLEMENTATION PROVISIONS

The Resolution Applicant shall be completely free for restructuring/re-alignment /change of business of Corporate Debtor/ merger/ demerger / amalgamation of business operations/units/assets/immovable properties of the Corporate Debtors, depending on the cost effectiveness, market requirement, change in the business scenario in the interest of successful revival of business of Corporate Debtor.

Steps for Implementation of the Plan

On the Effective date, which shall, subject to (i) no stay on the implementation of the Resolution Plan; or (ii) no legal proceedings seeking an increase in the Upfront Payment Amount, unless the COC agrees in writing to proportionately reduce the amounts payable to it from the Upfront Payment Amount to ensure that the outcome of any such litigation shall not, in any manner, increase the Upfront Payment Amount proposed to be made by the Resolution Applicant or liability of the Resolution Applicant, or for any material modification of the contents of this Resolution Plan having been initiated in any court or tribunal against the decision of the NCLT approving this Resolution Plan; the Resolution Applicant shall complete the implementation of the Resolution Plan and the Resolution Applicant and/or Affiliates or nominees shall acquire control of the Corporate Debtor in the manner set out herein and the Corporate Debtor will make payment of amounts payable to the Creditors as set out in the Resolution Plan. The detailed steps involved in the Acquisition and implementation of the Resolution Plan are as follows, which occur simultaneously on and from the Effective Date:

i. Capital Reduction:

a. The Corporate Debtor shall undertake a capital reduction on the Upfront Payment Date, whereby all the equity shares and preference shares (if any) of the Corporate Debtor held by any Person on a fully diluted basis shall stand cancelled and extinguished, without any pay-out, or cash consideration to the Financial Creditors, Operational Creditors, Employees and Workmen, statutory creditors, Other Creditors, other third parties, the existing shareholders and any other Person, under the provisions of the Companies Act, 2013 ("Capital Reduction").

b. The Capital Reduction would not involve either a diminution of liability in respect of unpaid share capital, if any, or payment to any shareholder of any unpaid share capital.

c. Capital Reduction of the Corporate Debtor shall be effected as an integral part of this Resolution Plan by the NCLT order 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, 2013), and there shall be no requirement to add "and reduced" in the name of the Corporate Debtor. Further, the Corporate Debtor would, not involve either a diminution of liability in respect of unpaid share capital, if any, or payment to any shareholder of any unpaid share capital.

ii. Capital Infusion

Simultaneous with the above steps, the Resolution Applicant shall together with its Affiliates and/or nominees subscribe to 1,00,000 equity shares of the Corporate Debtor or any other number of equity shares for Rs 10 per share as may be determined by the Resolution Applicant in their sole and absolute discretion. Pursuant to the same, the Resolution Applicant shall hold 100 per cent) of the share capital of the Corporate Debtor and acquire control of the Corporate Debtor.

8. The summary of Implementation Timelines:

Sl. No.	Activity	Estimated Timeline
1.	Effective Date	T
2.	Extinguishment of Promoter Shareholding	T
4	Payment of CIRP costs through Infusion of Equity Capital / other Instruments out of Upfront Payment Amount (It is pertinent to mention that Earnest Money Deposit of Rs. 25,00,000.- (Rupees Twenty	T + 30 days

	Five Lakhs Only) and Rs. 20,00,000/- (Rupees Twenty Lakhs Only) paid by the Resolution Applicant shall be adjusted in the Upfront Payment Amount)
5.	Payment to the Stakeholders out of Upfront Payment Amount	T + 30 days
6.	1st tranche of Payment to the Stakeholders	T + 2 months
7.	2nd tranche of Payment to the Stakeholders	T + 6 months
8.	2nd and final tranche of Payment to the Stakeholders	T + 12 months
10.	Proposed Completion Date	T + 12 months

10. MONITORING COMMITTEE

Supervision after the Effective Date and until Closing Date

1.

Within 5 business days of the Effective Date, a three (3) Member Committee ("Monitoring Committee") shall be constituted comprising one (1) representative of the RA, one (1) representative of the COC and the Resolution Professional each, which shall monitor the implementation of the Plan after the Effective Date and until the Upfront Payment Date.

2.

The Monitoring Committee shall have the following responsibilities:

a)

Monitoring the implementation of this Resolution Plan, during the Term of the Plan;

b)

Obtain all original documents, and also all other agreements, title deeds, contracts, correspondences, communications, letters or any other document, pertaining to all Assets of the Corporate Debtor, and to hand them over to the Resolution Applicant on the Upfront Payment Date;

c)

Provide regular updates to the Financial Creditors, until the Financial Creditors receive the amounts payable to them pursuant to this Resolution Plan;

d)

Ensure that all assets of the Corporate Debtor remain vested in the Corporate Debtor, on an as is where is basis, free from all Encumbrances and/or without any encroachments (including but not limited to occupancy of possession by the erstwhile director/s or promoter's or their men/agents/servants) on and from the Upfront Date;

SOME ADDITIONAL FACTS

LEGAL BASIS FOR APPROVAL/REJECTION OF THE RESOLUTION PLAN

“31. Approval of Resolution Plan

(1)

If the Adjudicating Authority is satisfied that the resolution plan as approved by the committee of creditors under sub-section (4) of section 30 meets the requirements as referred to in sub- section (2) of section 30, it shall by order approve the resolution plan which shall be binding on the corporate debtor and 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, such as authorities to whom statutory dues are owed, guarantors and other stakeholders involved in the resolution plan.

Provided that the Adjudicating Authority shall, before passing an order for approval of resolution plan under this sub-section, satisfy that the resolution plan has provisions for its effective implementation.

(2)

Where the Adjudicating Authority is satisfied that the resolution plan does not confirm to the requirements referred to in sub-section (1), it may, by an order, reject the resolution plan.

(3)

After the order of approval under sub-section (1),—

(a)

the moratorium order passed by the Adjudicating Authority under section 14 shall cease to have effect; and

(b)

the resolution professional shall forward all records relating to the conduct of the corporate insolvency resolution process and the resolution plan to the Board to be recorded on its database. (4) The resolution applicant shall, pursuant to the resolution plan approved under sub-section (1), obtain the necessary approval required under any law for the time being in force within a period of one year from the date of approval of the resolution plan by the Adjudicating Authority under sub-section (1) or within such period as provided for in such law, whichever is later. Provided that where the resolution plan contains a provision for combination, as referred to in section 5 of the Competition Act, 2002, the resolution applicant shall obtain the approval of the Competition Commission of India under that Act prior to the approval of such resolution plan by the committee of creditors.”

“30. Submission of resolution plan.

(2)

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

(a)

provides for the payment of insolvency resolution process costs in a manner specified by the Board in priority to the payment of other debts of the corporate debtor;

(b)

provides for the payment of debts of operational creditors in such manner as may be specified by the Board which shall not be less than-

(i)

the amount to be paid to such creditors in the event of a liquidation of the corporate debtor under section 53; or

(ii)

the amount that would have been paid to such creditors, if the amount to be distributed under the resolution plan had been distributed in accordance with the order of priority in sub-section (1) of section 53, whichever is higher, and provides for the payment of debts of financial creditors, who do not vote in favour of the resolution plan, in such manner as may be specified by the Board, which shall not be less than the amount to be paid to such creditors in accordance with sub-section (1) of section 53 in the event of a liquidation of the corporate debtor.

Explanation 1.-For removal of doubts, it is hereby clarified that a distribution in accordance with the provisions of this clause shall be fair and equitable to such creditors.

Explanation 2.-For the purpose of this clause, it is hereby declared that on and from the date of commencement of the Insolvency and Bankruptcy Code (Amendment) Act, 2019, the provisions of this clause shall also apply to the corporate insolvency resolution process of a corporate debtor-

(i)

where a resolution plan has not been approved or rejected by the Adjudicating Authority;

(ii)

where an appeal has been preferred under section 61 or section 62 or such an appeal is not time barred under any provision of law for the time being in force; or

(iii)

where a legal proceeding has been initiated in any court against the decision of the Adjudicating Authority in respect of a resolution plan;

(c)

provides for the management of the affairs of the corporate debtor after approval of the resolution plan;

(d)

the implementation and supervision of the resolution plan;

(e)

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

(f)

conforms to such other requirements as may be specified by the Board.

Explanation. -For the purposes of clause (e), if any approval of shareholders is required under the Companies Act, 2013 (18 of 2013) or any other law for the time being in force for the implementation of actions under the resolution plan, such approval shall be deemed to have been given and it shall not be a contravention of that Act or law.”

28. FINDINGS OF THIS TRIBUNAL

“19……. In the present case, however, our focus must be on the dispensation governing the process of approval or rejection of resolution plan by the CoC. The CoC is called upon to consider the resolution plan under Section 30(4) of the I&B Code after it is verified and vetted by the resolution professional as being compliant with all the statutory requirements specified in Section 30(2).

62.

……….In the present case, however, we are concerned with the provisions of I&B Code dealing with the resolution process. The dispensation provided in the I&B Code is entirely different. In terms of Section 30 of the I&B Code, the decision is taken collectively after due negotiations between the financial creditors who are constituents of the CoC and they express their opinion on the proposed resolution plan in the form of votes, as per their voting share. In the meeting of the CoC, the proposed resolution plan is placed for discussion and after full interaction in the presence of all concerned and the Resolution Professional, the constituents of the CoC finally proceed to exercise their option (business/commercial decision) to approve or not to approve the proposed resolution plan. In such a case, non-recording of reasons would not per-se vitiate the collective decision of the financial creditors. The legislature has not envisaged challenge to the “commercial/business decision” of the financial creditors taken collectively or for that matter their individual opinion, as the case may be, on this count.”

“55.

Whereas, the discretion of the adjudicating authority (NCLT) is circumscribed by Section 31 limited to scrutiny of the resolution plan “as approved” by the requisite per cent 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. Reverting to Section 30(2), the enquiry to be done is in respect of whether the resolution plan provides: (i) the payment of insolvency resolution process costs in a specified manner in priority to the repayment of other debts of the corporate debtor, (ii) the repayment of the debts of operational creditors in prescribed manner, (iii) the management of the affairs of the corporate debtor, (iv) the implementation and supervision of the resolution plan, (v) does not contravene any of the provisions of the law for the time being in force, (vi) conforms to such other requirements as may be specified by the Board. The Board referred to is established under Section 188 of the I&B Code. The powers and functions of the Board have been delineated in Section 196 of the I&B Code. None of the specified functions of the Board, directly or indirectly, pertain to regulating the manner in which the financial creditors ought to or ought not to exercise their commercial wisdom during the voting on the resolution plan under Section 30(4) of the I&B Code. The subjective satisfaction of the financial creditors at the time of voting is bound to be a mixed baggage of variety of factors. To wit, the feasibility and viability of the proposed resolution plan and including their perceptions about the general capability of the resolution applicant to translate the projected plan into a reality. The resolution applicant may have given projections backed by normative data but still in the opinion of the dissenting financial creditors, it would not be free from being speculative. These aspects are completely within the domain of the financial creditors who are called upon to vote on the resolution plan under Section 30(4) of the I&B Code.

58.

Indubitably, the inquiry in such an appeal would be limited to the power exercisable by the resolution professional under Section 30(2) of the I&B Code or, at best, by the adjudicating authority (NCLT) under Section 31(2) read with Section 31(1) of the I&B Code. No other inquiry would be permissible. Further, the jurisdiction bestowed upon the appellate authority (NCLAT) is also expressly circumscribed. It can examine the challenge only in relation to the grounds specified in Section 61(3) of the I&B Code, which is limited to matters “other than” enquiry into the autonomy or commercial wisdom of the dissenting financial creditors. Thus, the prescribed authorities (NCLT/NCLAT) have been endowed with limited jurisdiction as specified in the I&B Code and not to act as a court of equity or exercise plenary powers.”

“..76. The expositions aforesaid make it clear that the decision as to whether corporate debtor should continue as a going concern or should be liquidated is essentially a business decision; and in the scheme of IBC, this decision has been left to the Committee of Creditors, comprising of the financial creditors. Differently put, in regard to the insolvency resolution, the decision as to whether a particular resolution plan is to be accepted or not is ultimately in the hands of the Committee of Creditors; and even in such a decision making process, a resolution plan cannot be taken as approved if the same is not approved by votes of at least 66% of the voting share of financial creditors. Thus, broadly put, a resolution plan is approved only when the collective commercial wisdom of the financial creditors, having at least 2/3rd majority of voting share in the Committee of Creditors, stands in its favour.

77.

In the scheme of IBC, where approval of resolution plan is exclusively in the domain of the commercial wisdom of CoC, the scope of judicial review is correspondingly circumscribed by the provisions contained in Section 31 as regards approval of the Adjudicating Authority and in Section 32 read with Section 61 as regards the scope of appeal against the order of approval.

77.1.

Such limitations on judicial review have been duly underscored by this Court in the decisions above-referred, where it has been laid down in explicit terms that the powers of the Adjudicating Authority dealing with the resolution plan do not extend to examine the correctness or otherwise of the commercial wisdom exercised by the CoC. The limited judicial review available to Adjudicating Authority lies within the four corners of Section 30(2) of the Code, which would essentially be to examine that the resolution plan does not contravene any of the provisions of law for the time being in force, it conforms to such other requirements as may be specified by the Board, and it provides for: (a) payment of insolvency resolution process costs in priority; (b) payment of debts of operational creditors; (c) payment of debts of dissenting financial creditors; (d) for management of affairs of corporate debtor after approval of the resolution plan; and (e) implementation and supervision of the resolution plan.

77.2.

The limitations on the scope of judicial review are reinforced by the limited ground provided for an appeal against an order approving a resolution plan, namely, if the plan is in contravention of the provisions of any law for the time being in force; or there has been material irregularity in exercise of the powers by the resolution professional during the corporate insolvency resolution period; or the debts owed to the operational creditors have not been provided for; or the insolvency resolution process costs have not been provided for repayment in priority; or the resolution plan does not comply with any other criteria specified by the Board

77.6.1.

The assessment about maximisation of the value of assets, in the scheme of the Code, would always be subjective in nature and the question, as to whether a particular resolution plan and its propositions are leading to maximisation of value of assets or not, would be the matter of enquiry and assessment of the Committee of Creditors alone. When the Committee of Creditors takes the decision in its commercial wisdom and by the requisite majority; and there is no valid reason in law to question the decision so taken by the Committee of Creditors, the adjudicatory process, whether by the Adjudicating Authority or the Appellate Authority, cannot enter into any quantitative analysis to adjudge as to whether the prescription of the resolution plan results in maximisation of the value of assets or not. The generalised submissions and objections made in relation to this aspect of value maximisation do not, by themselves, make out a case of interference in the decision taken by the Committee of Creditors in its commercial wisdom

78.

To put in a nutshell, the Adjudicating Authority has limited jurisdiction in the matter of approval of a resolution plan, which is well defined and circumscribed by Sections 30(2) and 31 of the Code read with the parameters delineated by this Court in the decisions above referred. The jurisdiction of the Appellate Authority is also circumscribed by the limited grounds of appeal provided in Section 61 of the Code. In the adjudicatory process concerning a resolution plan under IBC, there is no scope for interference with the commercial aspects of the decision of the CoC; and there is no scope for substituting any commercial term of the resolution plan approved by the CoC. Within its limited jurisdiction, if the Adjudicating Authority or the Appellate Authority, as the case may be, would find any shortcoming in the resolution plan vis-à-vis the specified parameters, it would only send the resolution plan back to the Committee of Creditors, for re-submission after satisfying the parameters delineated by Code and exposited by this Court.

“73.

There is no doubt whatsoever that the ultimate discretion of what to pay and how much to pay each class or sub-class of creditors is with the Committee of Creditors, but, the decision of such Committee must reflect the fact that it has taken into account maximising the value of the assets of the corporate debtor and the fact that it has adequately balanced the interests of all stakeholders including operational creditors. This being the case, judicial review of the Adjudicating Authority that the resolution plan as approved by the Committee of Creditors has met the requirements referred to in Section 30(2) would include judicial review that is mentioned in Section 30(2)(e), as the provisions of the Code are also provisions of law for the time being in force. Thus, while the Adjudicating Authority cannot interfere on merits with the commercial decision taken by the Committee of Creditors, the limited judicial review available is to see that the Committee of Creditors has taken into account the fact that the corporate debtor needs to keep going as a going concern during the insolvency resolution process; that it needs to maximise the value of its assets; and that the interests of all stakeholders including operational creditors has been taken care of. If the Adjudicating Authority finds, on a given set of facts, that the aforesaid parameters have not been kept in view, it may send a resolution plan back to the Committee of Creditors to re-submit such plan after satisfying the aforesaid parameters. The reasons given by the Committee of Creditors while approving a resolution plan may thus be looked at by the Adjudicating Authority only from this point of view, and once it is satisfied that the Committee of Creditors has paid attention to these key features, it must then pass the resolution plan, other things being equal."

86.

"...The legislative intent behind this is, to freeze all the claims so that the resolution applicant starts on a clean slate and is not flung with any surprise claims. If that is permitted, the very calculations on the basis of which the resolution applicant submits its plans, would go haywire and the plan would be unworkable.

87.

We have no hesitation to say, that the word "other stakeholders" would squarely cover the Central Government, any State Government or any local authorities. The legislature, noticing that on account of obvious omission, certain tax authorities were not abiding by the mandate of I&B Code and continuing with the proceedings, has brought out the 2019 amendment so as to cure the said mischief..."