Prudent ARC Ltd vs SAR Ispat Pvt Ltd

A. Allow the Application;

B. Approve and accept the Resolution Plan in its entirety submitted by the Successful Resolution 'Applicant i.e., Shiv Sakthi Mercantile Private Limited, as approved by 100% of COC under Section 30(4) of the IBC;

C. Pass an order to declare that upon approval of the Resolution Plan by this Tribunal, the provisions of the Resolution Plan shall be binding on the Corporate Debtor, its creditors, members, directors, employees 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 Tribunal; and

D. To pass such further order or directions as deemed fit and proper by this Tribunal in the interest of Justice.

2. IA(IBC)/1125(CHE)/2025 AND IA(IBC)/1141(CHE)/2025

In view of the facts above, it is most humbly prayed that this Tribunal pleased to:

a. Extend the Corporate Insolvency Resolution Process by 10 days from 28.06.2025 till 08.07.2025;

b. To pass such further order or directions as deemed fit and proper by this Tribunal in the interest of Justice.

a. Condone the delay of 7 days in filing the CIRP extension application on 04.072025 in Diary No. 33051 18/02157/2025

b. To pass such further order or directions as deemed fit and proper by this Tribunal in the interest of Justice.

3. CORPORATE INSOLVENCY RESOLUTION PROCESS – IN BRIEF

4. DEVELOPMENTS DURING THE HEARING OF THE RESOLUTION PLAN APPLICATION:

“During arguments, RP has disclosed that CBI has filed a charge-sheet against the Company and the suspended Directors and it is at the stage of framing of charge. The Plan is silent as to who will pursue the criminal case on behalf of the Company. Though the Information Memorandum contains registration of CBI case, but the Plan is silent about the investigation and filing of charge-sheet. RP is directed to verify whether there is any PMLA attachment on the assets of the Corporate Debtor. On this issue, we will like to hear the Successful Resolution Applicant.”

5. VALUATION REPORT

6. SALIENT FEATURES OF THE RESOLUTION PLAN

7. AMOUNTS PAYABLE UNDER THE RESOLUTION PLAN TO VARIOUS CLASSES OF CREDITORS OF THE CORPORATE DEBTOR.

7.1. CIRP Costs:

7.2. Financial Creditors:

7.3. Operational Creditors:

8. SCHEDULE OF PAYMENTS

C. SUMMARY OF PAYMENTS:

The Resolution Applicant proposes to utilize the Share Capital and Unsecured Loans to pay and settle various claims as a part of the Resolution Plan, in the following manner:

Stakeholder	Admitted Claim as per IM (R)	Total Payment (Rs)	Upfront (Rs.)	Balance Payment (Rs.)
CIRP Costs (A)	25,00,000.00	To be paid at actuals.		0.00
Financial Creditors (B)
Total Payment to Financial Creditors-Secured	49,87,47,150	26,97,00,000	INR 7.20 Crores (within 60 days from the Closing Date)	INR. 19.77 crores to be paid in 11 monthly instalments of INR. 1.5 Crores each and 12th instalment of INR 3.27 Crores
Total Payment to Financial Creditors	Nil	Nil	Nil	Nil

Operational Creditors (C)
Operational Creditors’ Claims (Except Workmen and & Employee Claims and Statutory Claims & Dues)	Nil	Nil	Nil	Nil
Operational Creditors’ (Workmen & Employees)	Nil	Nil	Nil	Nil
Operational Creditors' Claims (Government Dues)	1,43,28,10,753.00	5,00,000 (includingamt of 1,36,894/-payable to PF Department and balance to other creditor in proportion to their claim	5,00,000	Nil
Total	1,93,40,57,903	27,27,00,000	7,50,00,000	19,77,00,000

Total payment schedule towards various creditors:

Part	Particulars	Amount (INR in Rs.)
Part A	CIRP Payment (within 60 days of Closing Date)	To be paid at actuals (Estimated Amount 0.25 Crores)
	Upfront Payment to Secured Financial Creditors (within 60 days of Closing Date)	7.20 Crores
	Upfront Payment to Unsecured Financial Creditors (within 60 days of Closing Date)	Nil
	Balance Payment to Secured Financial Creditors (to be paid in 11 monthly instalment of INR 1.50 Crores and 12th month's instalment of INR 3.27 Crores commencing from the date of upfront payment.	19.77 Crores
	Upfront Payment to Operational Creditors' (Except Workmen and & Employee Claims and Statutory Claims & Dues)	Nil
Part C	Upfront Payment to Operational Creditors' Workmen and & Employee Claims)	Nil
	Upfront Payment to Operational Creditors' (Government Dues)	0.05 Crores
	Total Amount	27.27 Crores

9. SOURCE OF FUNDS

9.1.

As specified in Chapter IV L(10) of the Resolution Plan, the Resolution Applicant has sufficient liquid funds available in the form of cash in hand / Cash at bank, FDRs, Loans and Advances given which are recoverable on short notices etc., which are sufficient for making upfront payment upon approval from the Adjudicating Authority. The Term Sheet as provided by M/s Narottamka Trade & Vyapaar Private Limited is also attached in support of source of funds

10. MANAGEMENT AND CONTROL OF THE AFFAIRS OF THE CORPORATE DEBTOR

10.1.

As per Chapter IV L(14), consequent to the approval of the Resolution Plan by this Tribunal, the entire shareholding of the Corporate Debtor will be restructured/ reorganized by making the shareholding of all the existing shareholders as NIL; and by re-issuing, all the shares to new shareholders (i.e., Resolution applicant and its group company only) as per the directions of the Resolution Applicant. All the benefits of the existing shareholders shall become non-operative and non-effective from the date of approval of resolution plan by this Tribunal.

10.2.

Chapter V of the Resolution Plan, elaborates that the SRA along with their nominees, collectively propose to hold 100% (One Hundred Percent) shareholding in the share capital of the Corporate Debtor. The nominee would be a group company and/or strategic investor and their group company. All the new shareholders will be 29A compliant.

10.3.

The erstwhile shareholders shall not dispose of, their respective shareholding or any part thereof, in the Company after the submission of this Resolution Plan until the Closing Date, except as envisaged in this Resolution Plan.

10.4.

The erstwhile Board of Directors of the Corporate Debtor shall remain suspended and the Resolution Professional (with Committee of Creditors) shall continue to manage the affairs of the Company until the Closing Date. On and from the Closing Date, all the existing Directors, shall vacate their respective offices. On the completion date, a new Board of the Company shall be formed by the SRA in the manner provided in Chapter VI. On making full payment as per the plan, the Resolution Applicant shall appoint the statutory and internal auditor of the Company, in accordance with the Applicable Law.

10.5.

Chapter V of the Plan also provides that the Corporate Debtor will continue with the existing employees and may employ new employees/workmen to carry on the business of the Company after the Closing Date, in accordance with the Applicable Laws

11. MANNER OF SUPERVISION AND IMPLEMENTATION OF THE PLAN:

11.1.

In terms of Chapter VI (B) of the Resolution Plan, all payments shall be made within a time frame mentioned as per Chapter IV of this Resolution Plan. The term of the Resolution Plan shall be 14 months. The Upfront payment to the Secured Financial Creditors to the extent of INR 7,20,00,000/-, to the Operational creditor payment to the extent of INR 5,00,000/- and the CIRP cost of 25,00,000/- shall be paid within 60 (Sixty) days and the deferred payment of INR 19,77,00,000/- shall be paid in 12 monthly instalments, first 11 instalments of INR 1.50 crores each and 12^th instalment of INR 3.27 Crore.

11.2.

The plan shall be implemented in the following phases: a) Prior to Closing Date; b). On Closing Date; and c) On Completion Date;

11.3.

Chapter VI (B) provides for constitution of Monitoring Agency to ensure that the Resolution Plan is implemented in accordance thereof and the obligations undertaken are adhered to in letter and spirit. An appropriate monitoring agency/entity shall be constituted ("Monitoring Agency") on the closing date. The details pertaining to the monitoring agency are extracted below:

11.3.1.

One person nominated by the Committee of Creditors, one person nominated, by Resolution Applicant and Resolution Professional shall be the member of the monitoring agency, to supervise and implement the Resolution Plan and to provide a regular update on the progress of the Resolution Plan to the Committee of Creditors.

11.3.2.

The Monitoring Agency's term shall be till the payment to all stakeholders including the deferred payment to Financial Creditors as per Part D of Chapter IV.

11.3.3.

The monthly fees of the monitoring agency shall be paid by the Resolution Applicant.

11.3.4.

Any decision by the Monitoring Agency shall not be taken without the majority approval.

11.3.5.

The Monitoring Agency, shall, supervise the implementation of the Resolution Plan, and shall be required, and entitled to do all such acts, deeds, matters and things as may be necessary, desirable or expedient in order to implement and give effect to this Resolution Plan in accordance with its terms and shall act under the supervision of the Adjudicating Authority.

11.3.6.

The powers of the board of directors of the Company shall remain suspended until the Completion Date, and shall be exercised by the Monitoring Agency.

11.3.7.

It is clarified that until the Completion Date, the Company or the Monitoring Agency shall not make any payments (including interest) towards the claims of the Financial Creditors, Operational Creditors or the other creditors except those claims arising out of the liabilities incurred in the ordinary course of business of the Company during the period from Insolvency Commencement Date to the Closing Date.

11.3.8.

The Company and all its facilities shall continue to receive supply of essential goods and services (as defined under the Code and the CIRP Regulations) on an uninterrupted basis, and shall not be for any reason shut down or restricted in activities in ordinary manner.

11.3.9.

The Monitoring Agency, shall be entitled to make an application to the Adjudicating Authority directing local law enforcement authorities and local district administration authorities to maintain law and order with regard to various premises owned and/ or used by the Company, and to assist in the implementation of the Resolution Plan. The Committee of Creditors, the Monitoring Agency, the Company, its existing management, employees, Shareholders and creditors shall provide all necessary cooperation as shall be required for obtaining the regulatory approvals.

11.3.10.

The Monitoring Agency shall put in place an adequate mechanism for supervising the implementation of the Resolution Plan (to the extent outstanding) post the Closing Date

12. TABULATION OF VARIOUS COMPLIANCES REQUIRED UNDER THE PROVISIONS OF IBC, 2016

12.1.

The Applicant has submitted the details of various compliances as envisaged within the provisions of IBC, 2016 and CIRP Regulations, which require a Resolution Plan to adhere to, which are reproduced hereunder:

13. MANDATORY CONTENTS OF THE RESOLUTION PLAN IN TERMS OF REGULATION 38 OF THE CIRP REGULATIONS:-

14. ANALYSIS AND FINDINGS OF THIS TRIBUNAL:-

32A. Liability for prior offences, etc.

(1)

Notwithstanding anything to the contrary contained in this Code or any other law for the time being in force, the liability of a corporate debtor for an offence committed prior to the commencement of the corporate insolvency resolution process shall cease, and the corporate debtor shall not be prosecuted for such an offence from the date the resolution plan has been approved by the Adjudicating Authority under section 31, if the resolution plan results in the change in the management or control of the corporate debtor to a person who was not--

(a)

a promoter or in the management or control of the corporate debtor or a related party of such a person; or

(b)

a person with regard to whom the relevant investigating authority has, on the basis of material in its possession, reason to believe that he had abetted or conspired for the commission of the offence, and has submitted or filed a report or a complaint to the relevant statutory authority or Court:

Provided that if a prosecution had been instituted during the corporate insolvency resolution process against such corporate debtor, it shall stand discharged from the date of approval of the resolution plan subject to requirements of this sub-section having been fulfilled:

Provided further that every person who was a designated partner as defined in clause (j) of section 2 of the Limited Liability Partnership Act, 2008 (6 of 2009), or an officer who is in default, as defined in clause (60) of section 2 of the Companies Act, 2013 (18 of 2013), or was in any manner incharge of, or responsible to the corporate debtor for the conduct of its business or associated with the corporate debtor in any manner and who was directly or indirectly involved in the commission of such offence as per the report submitted or complaint filed by the investigating authority, shall continue to be liable to be prosecuted and punished for such an offence committed by the corporate debtor notwithstanding that the corporate debtor's liability has ceased under this sub-section.

(2)

No action shall be taken against the property of the corporate debtor in relation to an offence committed prior to the commencement of the corporate insolvency resolution process of the corporate debtor, where such property is covered under a resolution plan approved by the Adjudicating Authority under section 31, which results in the change in control of the corporate debtor to a person, or sale of liquidation assets under the provisions of Chapter III of Part II of this Code to a person, who was not--

(i)

a promoter or in the management or control of the corporate debtor or a related party of such a person; or

(ii)

a person with regard to whom the relevant investigating authority has, on the basis of material in its possession reason to believe that he had abetted or conspired for the commission of the offence, and has submitted or filed a report or a complaint to the relevant statutory authority or Court.

Explanation.--For the purposes of this sub-section, it is hereby clarified that,--

(i)

an action against the property of the corporate debtor in relation to an offence shall include the attachment, seizure, retention or confiscation of such property under such law as may be applicable to the corporate debtor;

(ii)

nothing in this sub-section shall be construed to bar an action against the property of any person, other than the corporate debtor or a person who has acquired such property through corporate insolvency resolution process or liquidation process under this Code and fulfils the requirements specified in this section, against whom such an action may be taken under such law as may be applicable.

(3)

Subject to the provisions contained in sub-sections (1) and (2), and notwithstanding the immunity given in this section, the corporate debtor and any person who may be required to provide assistance under such law as may be applicable to such corporate debtor or person, shall extend all assistance and co-operation to any authority investigating an offence committed prior to the commencement of the corporate insolvency resolution process.]

“254.

Coming to sub-Section (2) of Section 32A, it declares a bar against taking any action against property of the corporate debtor. This bar also contemplates the connection between the offence committed by the corporate debtor before the commencement of the CIRP and the property of the corporate debtor. This bar is conditional to the property being covered under the Resolution Plan. The further requirement is that a Resolution Plan must be approved by the Adjudicating Authority and, finally, the approved plan, must result in a change in control of the corporate debtor not to a person, who is already identified and described in sub-Section (1). In other words, the requirements for invoking the bar against proceeding against the property of the corporate debtor in relation to an offence committed before the commencement of the CIRP, are as follows:

(i)

There must be Resolution Plan, which is approved by the Adjudication Authority under Section 31 of the Code;

(ii)

The approved Resolution Plan must result in the change in control of the corporate debtor to a person, who was not – (a) a promoter; (b) in the management or control of the corporate debtor or (c) a related party of the corporate debtor; (d) a person with regard to whom the investigating authority, had, on the basis of the material, reason to believe that he has abetted or conspired for the commission of the offence and has submitted a Report or a complaint. If all these aforesaid conditions are fulfilled then the Law Giver has provided that no action can be taken against the property of the corporate debtor in connection with the offence;

The Explanation to sub-Section (2) has clarified that the words “an action against the property of the corporate debtor in relation to an offence“, would include the attachment, seizure, retention or confiscation of such property under the law applicable to the corporate debtor. Since the word “include” is used under sub-clause (i) of the Explanation, the word “action” against the property of the corporate debtor is intended to have the widest possible amplitude. There is a clear nexus with the object of the Code. The other part of the clarification, under the Explanation, is found in the second sub-clause of the Explanation (ii). Under the second limb of the Explanation, the Law Giver has clearly articulated the point that as far as the property of any person, other than the corporate debtor or any person who had acquired the property of the corporate debtor through the CIRP or liquidation process under the Code and who otherwise fulfil the requirement under Section 32A, action can be taken against the property of such other person. Thus, reading sub-Section (1) and sub-Section(2) together, two results emerge – (i) subject to the requirements embedded in sub-Section (1), the liability of the corporate, debtor for the offence committed under the CIRP, will cease; (ii) The property of the corporate debtor is protected from any legal action again subject to the safeguards, which we have indicated. The bar against action against the property, is available, not only to the corporate debtor but also to any person who acquires property of the corporate debtor under the CIRP or the liquidation process. The bar against action against the property of the corporate debtor is also available in the case of a person subject to the same limitation as prescribed in sub-Section (1) and also in sub-Section (2), if he has purchased the property of the corporate debtor in the proceedings for the liquidation of the corporate debtor.

255.

The last segment of Section 32A, makes it obligatory on the part of the corporate debtor or any person, to whom immunity is provided under Section 32A, to provide all assistance to the Investigating Officer qua any offence committed prior to the commencement of the CIRP.”

“72.

In the Rajya Sabha debates, on 29.7.2019, when the Bill for amending I&B Code came up for discussion, there were certain issues raised by certain Members. While replying to the issues raised by certain Members, the Hon’ble Finance Minister stated thus:

“IBC has actually an overriding effect. For instance, you asked whether IBC will override SEBI. Section 238 provides that IBC will prevail in case of inconsistency between two laws. Actually, Indian courts will have to decide, in specific cases, depending upon the material before them, but largely, yes, it is IBC. […] There is also this question about indemnity for successful resolution applicant. The amendment now is clearly making it binding on the Government. It is one of the ways in which we are providing that. The Government will not raise any further claim. The Government will not make any further claim after resolution plan is approved. So, that is going to be a major, major sense of assurance for the people who are using the resolution plan. Criminal matters alone would be proceeded against individuals and not company. There will be no criminal proceedings against successful resolution applicant. There will be no criminal proceedings against successful resolution applicant for fraud by previous promoters. So, I hope that is absolutely clear. I would want all the hon. Members to recognize this message and communicate further that this Code, therefore, gives that comfort to all new bidders. So now, they need not be scared that the taxman will come after them for the faults of the earlier promoters. No. Once the resolution plan is accepted, the earlier promoters will be dealt with as individuals for their criminality but not the new bidder who is trying to restore the company. So, that is very clear…………………….. (emphasis supplied)”

73.

It could thus be seen, that in the speech the Hon’ble Finance Minister has categorically stated, that Section 238 provides that I&B Code will prevail in case of inconsistency between two laws. She also stated, that there was question about indemnity for successful resolution applicant and that the amendment was clearly making it binding on the Government. She stated, that the Government will not make any further claim after resolution plan is approved. So, that is going to be a major sense of assurance for the people who are using the resolution plan. She has categorically stated, that she would want all the Hon’ble Members to recognize this message and communicate further that I&B Code gives that comfort to all new bidders. They need not be scared that the taxman will come after them for the faults of the earlier promoters. She further states, that once the resolution plan is accepted, the earlier promoters will be dealt with as individuals for their criminality but not the new bidder who is trying to restore the company.”

“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.”

42.

………Thus, it is clear that the limited judicial review available, which can in no circumstance trespass upon a business decision of the majority of the Committee of Creditors, has to be within the four corners of Section 30(2) of the Code, insofar as the Adjudicating Authority is concerned, and Section 32 read with Section 61(3) of the Code, insofar as the Appellate Tribunal is concerned, the parameters of such review having been clearly laid down in K. Sashidhar (supra).

“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.”

“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.”

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.”

“38. Mandatory contents of the resolution plan.

. .

[(4) (a) The committee shall consider setting up a monitoring committee for monitoring and supervising the implementation of the resolution plan.

(b)

The monitoring committee may consist of the resolution professional or any other insolvency professional, or any other person, including representatives of the committee and representatives of resolution applicant(s), as its members:

Provided that where the resolution professional is proposed to be part of the monitoring committee, the monthly fee payable to him shall not exceed the monthly fee received by him during the corporate insolvency resolution process.

(c)

The monitoring committee shall submit quarterly reports to the Adjudicating Authority regarding the status of implementation of resolution plan.]”