RMOL Engineering And Offshore Limited vs Avocado Reality Private Limited

A. To allow the present application.

B. To approve the Resolution Plan as submitted by West End Investment & Finance Consultancy Private Limited and approved by the Committee of Creditors through e-voting post the Tenth CoC Meeting dated 06.01.2025 with a majority of I 00% as in accordance with Section 30(6) of the Code.

C. To appoint the Monitoring Committee as per Clause 6.1 of the Resolution Plan for effective implementation of the Resolution Plan.

D. To grant the reliefs as sought under Reliefs and Concession in the plan at Part XIV of the Resolution Plan.

E. To grant any other relief as may be deem fit in the interest of justice.

2. Commencement of CIRP of Corporate Debtor

3. Constitution of Committee of Creditors (‘CoC’)

4. Valuation

I. Land and Building

II. Securities and Financial Assets

5. Appointment of Transaction Auditor

6. Invitation for Expression of Interest

7. Request for Resolution Plan (RFRP), Information Memorandum (IM) and Evaluation Matrix (EM)

8. Resolution Plan/s submitted for the Corporate Debtor

9. Approval of Resolution Plan by the Committee of Creditors:

Resolution Plan of West End Investment and Finance Consultancy Private Limited

10. About the Successful Resolution Applicant

Affidavit under section 29A of the Code

11. Performance Guarantee

12. Compliance Certificate in Form – H dated 05.06.2025

“4. The details of CIRP, and resolution plan are as under:

Sl. No	Particulars	Description
4.	Resolution Plan Value (including insolvency resolution process cost, infusion of funds, etc.)	Rs. 5,87,30,200/-
5.	Voting percentage (%) of CoC in favour of Resolution Plan	100%

5. Details of implementation of the Resolution Plan:

Sl. No	Particulars	Description
1.	Amount of Performance Guarantee furnished by SRA (in Rs.) and its validity	10% of NPV of Resolution Plan or Rs. 80 lakhs whichever is higher. i.e. Rs. 5,87,30,200/- * 10% = Rs. 58,73,020/- or 80,00,000/-Whichever is higher. Note: The Earnest Money Deposit (EMD) of Rs. 05 Lakh submitted with the Expression of Interest and Rs. 15 lakhs with the Resolution Plan will be adjusted against the performance security. i.e. Rs. 80,00,000/- Less EMD amounts Rs. 20,00,000/- is Equal to Rs. 60,00,000/-.
2.	Sources of Funds (in brief)	An amount of Rs. 5,87,30,200/-shall be infused as Equity/ Debt by Resolution Applicant and/ or its nominees/affiliates/ associates / SPV / SPC / Holding Company, within 90 days of the Closing Date.
3.	Capital restructuring and management of the Corporate Debtor post approval of resolution plan (in brief including shareholding proposed to be transferred in favour of SRA	Upon approval of the Resolution Plan by the Hon’ble NCLT and subject to there being no stay on its implementation, the capital restructuring of the Corporate Debtor shall be undertaken as an integral part of the Resolution Plan. On the Closing Date (within 90 days Business Days from satisfaction of all conditions precedent), all existing equity share capital amounting to Rs. 1,00,000/- shall stand fully extinguished without any further act or deed. Any compulsorily or optionally convertible instruments shall be converted and simultaneously extinguished as per applicable law. Further, if required, the authorised share capital of the CD shall be increased, and its constitutional documents (MOA and AOA) amended accordingly. Fresh equity shares shall be issued and allotted to the Successful Resolution Applicant (SRA) and/ or its nominees, affiliates, associates, SPC/SPV or holding company in consideration of equity infusion proposed under the Resolution Plan. Consequently, the entire shareholding of the CD shall stand transferred to the SRA and/ or its identified entities, giving them full management and operational control over the CD post-resolution.
4.	Term and implementation of the Plan (in brief)	The Resolution Plan becomes effective from the date of approval by the Hon'ble NCLT ("NCLT Approval Date") and shall be fully implemented within 90 business days from the satisfaction of all condition's precedent. The plan shall be implemented by the Resolution Applicant (RA) through a Special Purpose Vehicle (SPV) or its affiliates/nominees, which shall acquire 100% shareholding of the Corporate Debtor (CD). On or before the Closing Date: • All existing shareholding and convertible instruments of the CD shall be cancelled/ extinguished. • Fresh equity shares shall be issued and allotted to the RA/SPV. • The SPV shall be merged with the CD through a Scheme of Arrangement. • The Board of Directors shall be reconstituted with nominees of the RA. • Required payments to creditors (CIRP costs, operational creditors, financial creditors) shall be made in One tranche of Rs. 5,87,30,200/-. The RA shall infuse this amount through equity and/or debt, in one tranche within 90 days of the Closing Date. All implementation steps (capital restructuring, board reconstitution, fund infusion, payments to creditors, merger of SPV) are to be completed simultaneously or sequentially on or before the Closing Date. The Monitoring Committee shall oversee the implementation and the handover of control.
5.	Details of monitoring committee (in brief)	On and from the Effective Date and until the Closing Date, it is proposed that the implementation of this plan will continue to be managed and controlled by the Resolution Applicant under the guidance and supervision of a Monitoring Committee (the "Monitoring Committee"), comprising of 1 representative of Committee of Creditors, an independent insolvency professional, as decided by the Resolution Applicant in its discretion and 1 representative of the Resolution Applicant. The Monitoring Committee 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 NCLT. The tenure of the Monitoring Committee shall come to an end on the Closing Date.
6.	Effective date of resolution plan implementation	The Effective Date of the Resolution Plan implementation is defined as the date on which the Resolution Plan is approved by the NCLT.

7A. Realisable Amount:

Sl. No.	Particulars	Description
1.	Total Realisable amount under the plan	Rs. 5,62,30,200/-excluding CIRP Cost
2.	Fair Value (Securities or Financial Assets)	Rs.5281.25/-
3.	Liquidation Value (Securities or Financial Assets)	Rs. 5281.25/-
4.	Fair Value (Land & Building)	Rs. 4,79,82,560/-
5.	Liquidation Value (Land & Building)	Rs. 4,55,83,432/-
6.	Percentage (%) of realisable amount to Fair Value	117.18%
7.	Percentage (%) of realisable amount to Liquidation Value	123.34%
8.	Percentage (%) of realisable amount to Principal amount	6.51%
9.	Percentage (%) of realisable amount to Total admitted claims	3.50%
10.	Percentage (%) of realisable amount to Other than admitted Corporate Guarantee claims	3.50%

7B. Details of Realisable amount:

(Amount in Rupees)

Stakeholder Type	Amount Claimed	Amount Admitted	Realizable amount under the Plan	Amount realizable in plan to amount claimed (%)	Payment Schedule
Secured Financial Creditors
Creditors not having a right to vote under subsection (2) of Section 21	NA	NA	NA	NA	NA
Dissenting	NA	NA	NA	NA
Assenting	NA	NA	NA	NA
Unsecured Financial Creditors
Creditors not having a right to vote under subsection (2) of Section 21	NA	NA	NA	NA	NA
Dissenting	NA	NA	NA	NA	NA
Assenting	160,49,39,410	160,49,39,410	5,62,30,200	3.50%	90 days from Closing Date
Operational Creditors
i) Government	NA	NA	NA	NA	NA
ii) Workmen -PF Dues -Other dues	NA	NA	NA	NA	NA
iii) Employees -PF dues -Other Dues	NA	NA	NA	NA	NA
(iv) Other Operational Creditors	NA	NA	NA	NA	NA
Other Debts and Dues	NA	NA	NA	NA	NA
Shareholders	NA	NA	NA	NA	NA
Total	160,49,39,410	160,49,39,410	5,62,30,200	3.50%	NA

8. The time frame proposed for obtaining relevant approvals:

Sl. No.	Nature of Approval	Name of the applicable law	Name of Authority who will grant approval	When to be obtained
Resolution Applicant request all Governmental Authorities to grant any relief, concession or dispensation as may be required for implementation of all the transactions envisaged under the Plan in accordance with its terms and conditions. The Corporate Debtor shall be granted a period of 12 months from the Transfer Date to comply with the statutory obligations without suffering any adverse implications including any revocation of licenses or levy of penalties.

9. Steps to be taken by the concerned parties post approval of resolution plan by AA:

Next Step (s)	Name of the Party	Timeline
Constitution of the Monitoring Committee	CoC, SRA, Independent Insolvency Professional	On NCLT Approval Date (X)
Infusion of Total Cash Consideration (Upfront Amount)	Resolution Applicant	X + 90 days
Reconstitution of Board of Directors	Resolution Applicant	X + 90 days
Capital restructuring and / issuance of new equity shares	Resolution Applicant	X + 90 days
Merger of SPV with Corporate Debtor	Resolution Applicant/ Monitoring Committee	X + 90 days
Payment of outstanding CIRP Costs	Resolution Applicant	X + 90 days
Payment to Financial Creditors (Share from Upfront Payment)	Resolution Applicant	X + 90 days
Handover of title documents and charge satisfaction forms	Financial Creditors	X + 90 days
Dissolution of Monitoring Committee and transfer of control to SRA	Monitoring Committee	Transfer Date or On or before X + 105 days

10. Details of Income Tax losses carry forward under Section 79(2) (c) of Income Tax Act, 1961 if any:

Details of Business Losses to carry forward to future years

Sr. No.	Assessment Year	Business Loss
1	2024-25	28,000/-
Total		28,000/-

11.

Amount of regulatory fees payable (0.25%) to the Board under regulation 31A [Rs. 1,40,575.50/- + Applicable GST] and affidavit to the said effect is submitted by the SRA to the Resolution Professional.

12. Status of Preferential, Undervalued, Fraudulent and Extortionate transactions and how these are dealt in the resolution

plan, if any

Sl	Type of Transaction	Amount (Rs.)	Date of Filing with Adjudicating Authority	Date of Order of the Adjudicating Authority	Brief of the Order	How it is dealt in resolution plan
1.	Preferential Transactionsu/s 43	NA	NA	NA	NA	NA
2.	Undervalued transactionsu/s 45	NA	NA	NA	NA	NA
3.	Extortionate credit transactionsu/s 50	NA	NA	NA	NA	NA
4.	Fraudulent transactionu/s 66	NA	NA	NA	NA	NA
5.	Combination of Pufe Transactions	NA	NA	NA	NA	NA
	Total	NA

Note:

The transaction audit report submitted by the auditor does not identify any transactions that fall under Sections 43, 45, 50, or 66 of the Code. Consequently, no application has been filed with the Hon'ble NCLT.

14. Details of other IAs pending against the Corporate Debtor:

Filing No.	Date of Application	Applicant(s ) name	Respondent(s) name	Amount Involved, if any	Issue involved (in brief)
Not, Any IAs pending against the Corporate Debtor

15. Other Compliances

a. The committee has approved a plan providing for contribution under Regulation 39B as under:

i)

Estimated Liquidation cost: Rs. 3,40,000/- Excluding the Fees of Liquidator

Sr. No.	Particulars of expenses	Estimated amount in Rs.
1.	Public Announcement	40,000
2.	E-auction sale notice	50,000
3.	Valuation fees	50,000
4.	Legal and advocate fees	1,00,000
5.	Compliance cost for ROC and others	50,000
6.	Liquidator fees	As per table mentioned in Regulation 4 of Insolvency and Bankruptcy Board of India (Liquidation Process) regulations, 2016.
7.	Statutory Auditor’s fees	50,000

ii) Estimated liquid assets available: Nil

iii) Contributions required to be made: Rs. 3,40,000/- excluding Liquidator fees, Applicable Taxes and OPE.

iv) Financial creditor wise contribution is as under:

Sl. No.	Name of the Financial Creditor	Amount to be contributed (Rs.)
1.	RMOL Engineering and Offshore Limited	3,40,000/- (Excluding Liquidator fees, Applicable Taxes and OPE.)
Total		3,40,000/- (Excluding Liquidator fees, Applicable Taxes and OPE.)

b. The committee has recommended under Regulation 39 C as under:

i)

Sale of Corporate Debtor as a going concern: Yes

ii) Sale of business of corporate Debtor as a going concern: Yes

c. The committee has fixed, in consultation with the Resolution professional, the fee payable to the liquidator during the liquidation period under regulation 39 D: Yes, as the said resolution was passed by 100 % voting shares.

16.

Whether the Resolution Plan is subject to any contingency/ condition – No

Declarations with respect to compliances of provisions under Code and Regulations

I, Mohit Bipinchandra Adatiya, Director of NPV Insolvency Professionals Private Limited, an Insolvency Professional Entity (IPE) registered as Insolvency Professional (IP) having registration number IBBI/IPE-0040/IPA-2/2022-23/50021, an Insolvency Professional enrolled with the ICSI Institute of Insolvency Professionals and registered with the Board, the Resolution Professional for the Corporate Insolvency Resolution Process (CIRP) of Avocado Realty Private Limited hereby certify that –

i.

The said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code 2016 (Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) including the provisions and Regulations as per the table below:

13. Payment and Settlement to Financial Creditors of the Corporate Debtor

A. Infusion of Funds and Implementation of Resolution Plan

i. Proposed Transaction Structure

Clause 4.7 of the Plan states that, “the Resolution Plan shall be implemented by the Resolution Applicant through a subsidiary or a Special Purpose Vehicle and/or any other Special Purpose Vehicle (collectively hereinafter as SPV) of the Resolution Applicant, or any of its affiliates, or its nominee (connected with the Group) (collectively being referred to as "Implementing Entity"), which are eligible to be a resolution applicant under the terms of Section 29A of the Code.”

ii. Incorporate/Capitalization of Implementing Entity

It is stated in Clause 4.8.3 of the Resolution Plan that:

(i)

On or before the Transfer Date, the Implementing Entity will infuse requisite funds by way of equity, equity-linked, quasi equity and/or other securities and /or shareholder debt and/ or deposits or any other instrument including debt or debt like instruments or a combination thereof, a component of which shall be in the form of equity, which the Resolution Application shall decide. Such fund infusion shall be utilized towards discharge of the Total Consideration. The Corporate Debtor shall issue and allot equity shares at par and/ or at a premium (as may be deemed appropriate by the Resolution Applicant) to the Implementing Entity/Special Purpose Vehicle (Upfront Equity Infusion or New Equity).

(ii)

As required, the authorized share capital of the Corporate Debtor shall stand increased by such amount as may be required for the issuance of the aforesaid securities. Accordingly, the articles of association and/or memorandum of association of the Corporate Debtor shall stand altered as may be required for effecting inter alia (i) increase in the authorised share capital; and (ii) removal of any restrictions therein, if any, with regard to the implementation of any steps required for the acquisition of the Corporate Debtor, whereby the Resolution Applicant/Implementing Entity/Special Purpose Vehicle and its nominee shall hold 100% (hundred per-cent) of the share capital of the Corporate Debtor. NCLT’s order approving the resolution plan would be deemed to be an approval under Companies Act, 2013 for increase in its authorized share capital (if required to be undertaken pursuant to the acquisition), in accordance with Applicable Laws.

(iii)

Immediately upon implementation of the aforesaid steps and as an integral part of the Resolution Plan, SPV will be amalgamated into the Corporate Debtor. on or before the Transfer Date. It is clarified that SPV would be eligible under Section 29A of the Code and shall provide an undertaking in this regard at the relevant time to the Monitoring Committee.

“Name of SPV (Implementing Entity) The Resolution Plan shall be implemented through Ethranova Ventures Private Limited (CIN: U46900MH2025PTC443426) (SPV). Further, under Part V (Fund Infusion), we wish to clarify that:

1.

The Resolution Plan amount of Rs. 5,87,30,200 shall be brought in by Ethranova Ventures Private Limited (SPV).

2.

The funding shall be infused in the form of Rs. 1,00,000 as Equity and the balance amount as Debt.

3.

The SPV, Ethranova Ventures Private Limited, shall subscribe to the fresh issue of shares of Avocado Realty Private Limited, and thereafter, the SPV shall be merged with Avocado Realty Private Limited in accordance with the approved Scheme of Arrangement.”

B. CIRP Costs

“4.5

Payments plan as part of Resolution Plan ***

3.

It is evident from the records that during the CIRP period internal accruals and/or other cash flows of the Company will be sufficient to pay the CIRP costs as approved by the CoC. The CIRP costs will be paid in full and in priority to any other creditor of the Company upon the Resolution Plan becoming effective, out of the internal accruals of the Company. If the internal accruals of the Company are not sufficient to meet the CIRP Costs, the Resolution Applicant will make the payment towards the balance unpaid portion of the CIRP Costs (“Unpaid CIRP Costs”) at actuals without any deduction from the Upfront FC Debt Payment amount in terms of this Resolution Plan.

“9.

…The above clause clearly provides that in event internal accruals of the Company are not sufficient to meet the CIRP cost resolution applicant will make the payment towards the balance unpaid portion of CIRP Cost at actual without any deduction from the amount payable to Financial Creditor in terms of Resolution Plan. The above clause is clear and categorically makes provision for payment of CIRP Costs. It cannot be held that the above clause in any manner violates Section 30(2) or provisions of Regulation, 2016 which provides requirement of provisions for CIRP cost.”

C. Payment to Financial Creditors

14. Capital Reduction of Shares

a. As an integral part of this Resolution Plan, and simultaneous with the above processes and for all purposes, the entire existing pre-CIRP shareholding (i.e., all shares held by the old shareholders, including the equity shares, preference shares and/or shares issued/to be issued consequent to conversion of existing convertible instruments) in the Company shall stand cancelled and extinguished for NIL consideration, without any further act or deed pursuant to the Resolution Plan ("Capital Reduction"). 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. The Corporate Debtor is undergoing CIRP. Therefore, the existing value of the share capital of the corporate debtor is NIL. All rights of the erstwhile shareholders of the Corporate Debtor shall stand vested in the Resolution Applicant/Special Purpose Vehicle such that the Corporate Debtor is deemed to be a direct/indirect wholly owned subsidiary of the Resolution Applicant/Special Purpose Vehicle on and from the Transfer Date.”

15. Scheme of Amalgamation of SPV with the Corporate Debtor

16. Request for Approval from NCLT

17. Definitions of Effective Date, Closing Date and Transfer Date

Effective Date/ NCLT Plan Approval Date means the date on which the Resolution Applicant receives the approval of the resolution plan by/ from NCLT and date of receipt of the certified copy of the order whichever is later.

Closing Date means the date on which the Resolution Applicant completes the implementation of the Resolution Plan in full in accordance with its terms and as approved by the Adjudicating Authority. The Closing Date shall not be later than ninety (90) days from the Effective Date, unless extended with the prior written consent of the Monitoring Committee and the approval of the Adjudicating Authority.

18. Monitoring Committee:

19. Appointment of New Board of Directors

“On the Closing Date, the existing Board of the Corporate Debtors (suspended") shall stand dissolved and all the Director(s) of the Board shall be deemed to have vacated office without any further act or deed from any other person, and without any compensation payable to the said Director(s). However, such Director(s) shall continue to extend cooperation to the Resolution Applicant in matters relating to the implementation of the Resolution Plan.”

20. Plan is Unconditional

“The implementation of the Resolution Plan is subject to completion and fulfilment of the following events, to the satisfaction of the Resolution Applicants (unless the same are waived by the Resolution Applicants):

(i)

the Effective Date shall have occurred; and

(ii)

On receipt of true copy of Resolution Plan.”

ORDER