Smt. Ramanathan Bhuvaneshwari, RP Of M/s R.P. Info Systems Ltd. vs M/s R.P. Info Systems Ltd.

Sl.No.TopicPage No. 1.Background of the Case4-15 2.Performance Security and Letter of Intent16 3.Compliance of the Resolution Plan submitted by the SRA with various provisions under the IBC and CIRP Regulations16-28 4.About the SRA28 5.Resolution Plan Value29 6.Details of Resolution plan/ Payment Schedule29-30 7.Details of Realisable Amount31-33 8.Implementation of the Resolution Plan34-36 9.Supervision of the Plan36-38 10.On PUFE Transaction38-39 11.Income Tax Losses carried forward39 12.Distribution Matrix39-42 13.Analysis and Findings42-52 14.On the Statutory Obligations or Seeking Approvals from the Authorities53 15.On the Reliefs, Waivers and Concessions53-65 16.On the Extinguishment of Claims65-68 17.On Guarantors68-69 18.On Inquiries, Litigations, Investigations and Proceedings69-70 19.On Attachment of Assets of the Corporate Debtor71-76 18.Order77-80

Per: Rekha Kantilal Shah, Member (Technical)

This Application has been preferred by Smt. Ramanathan Bhuvaneshwari, the Resolution Professional (hereinafter referred to as the “RP”) of the Corporate Debtor, M/s R.P. Info Systems Ltd. (hereinafter referred to as the “CD”) under section 30(6) and 31 of the Insolvency and Bankruptcy Code, 2016 (“IBC”), seeking direction for final approval of Resolution Plan submitted by the Successful Resolution Applicant (hereinafter referred to as the “SRA”) namely, Consortium of Shri Malay Rohit Kumar Bhow jointly with Genex Enterprise.

The CD was admitted into Corporate Insolvency Resolution Process (hereinafter referred to as the “CIRP”) vide an order of this Tribunal dated 19th February, 2024 and Smt. Ramanathan Bhuvaneshwari, the applicant in the instant case, was appointed as the Interim RP for the CD.

The applicant made the public announcement intimating the initiation of CIRP was published on 21st February, 2024 in the newspapers- Business Standard (English) and Aajkal (Bengali) and Jansatta (Hindi). The last date of submissions of claim as per the public announcement was 04th March, 2024.

The Committee of Creditors (hereinafter referred to as the “CoC”) was constituted by the IRP on 12th March 2024, comprising of 11 FCs in respect of the CD. The first meeting of CoC was held on 18th March, 2024 and the applicant was confirmed as the RP with 81.20% voting approval.

In compliance with Regulation 36A(1) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the Applicant caused publication of Form G dated 17.04.2024 in three newspapers, namely, Business Standard (English - All India Edition), Aajkal (Bengali - West Bengal Edition) and Himachal Dastak (Hindi - Shimla Edition), inviting Expressions of Interest (“EOI”) from prospective resolution applicants for submission of a Resolution Plan in accordance with the provisions of the IBC. The last date for submission of the Resolution Plan in terms of the Code was fixed as 13.06.2024.

A forensic audit of the affairs of the CD was conducted and the findings thereof were deliberated upon with the members of the CoC. Pursuant to the directions issued by the CoC, the Applicant filed an Interlocutory Application bearing I.A. No. 1326/KB/2024 on 22.06.2024 under Section 66(1) of the IBC, and the said application is presently pending adjudication before this Tribunal.

It has been submitted that the Applicant received certain additional claims beyond the statutory period of ninety days from the last date prescribed for submission of claims. In view thereof, the Applicant preferred I.A. No. 1494/KB/2024 under Section 60(5) of the IBC read with Regulation 13(1C) of the CIRP Regulations, inter alia, seeking adjudication upon the claims amounting to Rs. 323.17 Crores submitted by Edelweiss Asset Reconstruction Company on 07.06.2024, which were delayed by 95 days from the Insolvency Commencement Date and by 19 days beyond the period contemplated under Regulation 12 of the CIRP Regulations, though filed prior to issuance of the Request for Resolution Plan ("RFRP") by the RP. The said claims had earlier been rejected by the CoC in its 6th meeting held on 04.07.2024. By way of the said application, the Applicant had also sought condonation of delay of 47 days in submission of the claim amounting to Rs. 1,36,207/- filed by an Operational Creditor. The said application was partly allowed and the claims were taken on record vide Order dated 24.01.2025 passed by this Tribunal.

The Applicant/RP filed an application being I.A. No. 1778/KB/2024 seeking extension of the CIRP period by a further period of 90 days from 17.08.2024. The said extension came to be granted by this Tribunal vide Order dated 27.08.2024.

Only one Resolution Plan was received upon publication of the aforesaid Form G. The same was placed before the CoC and deliberated upon on various occasions. Upon detailed consideration, the CoC members formed the view that the Resolution Plan was neither viable nor feasible for implementation. 2.9 Thereafter the RP apprised the CoC that in terms of the Request for Resolution Plans approved by the CoC, a fresh invitation for Expressions of Interest could be issued, with modified eligibility criteria, in the event previously received Resolution Plans were found to be unsatisfactory. The RP further informed the CoC that in terms of Regulation 36B(6A) read with Regulation 37(m) of the CIRP Regulations, where no viable Resolution Plan is received, exploration of asset-wise resolution may be considered. Accordingly, the RP advised reissuance of Form G for inviting asset-wise Resolution Plans in respect of the CD. Upon consideration of the fact that the assets of the CD were situated across various States including Karnataka, Kerala, West Bengal and Himachal Pradesh, and having found the earlier Resolution Plan to be non-viable, the CoC was of the considered opinion that obtaining a viable Resolution Plan for the CD as a going concern would be difficult. However, taking into account the strategic locations of the various assets, the CoC resolved that exploration of asset-wise resolution would be more beneficial for maximization of value of the assets of the CD than resorting to liquidation.

The Applicant/RP had also preferred a similar application being I.A. No. 2145/KB/2024 seeking directions akin to those granted in I.A. No. 627/KB/2024 for breaking open the locks of certain additional properties of the CD situated at Patna, Bhubaneswar and Mumbai. The properties situated at Patna and Bhubaneswar had come to the knowledge of the RP at a belated stage. The said application was allowed by this Tribunal vide Order dated 29.10.2024.

Pursuant to approval granted by the CoC, the Applicant/RP once again, in compliance with Regulation 36A(1) of the CIRP Regulations, caused publication of Form G dated 24.09.2024 in the newspapers Business Standard (English - All India Edition), Aajkal (Bengali - West Bengal Edition) and Himachal Dastak (Hindi - Shimla Edition), inviting Expressions of Interest from prospective resolution applicants under Option-I, namely resolution of the CD as a whole, and Option-II, namely resolution of various clusters of assets. The last date for submission of Resolution Plans was fixed as 14.11.2024.

Pursuant to the aforesaid Form G dated 24.09.2024, a total of 36 Expressions of Interest were received, out of which 4 EOIs pertained to resolution of the CD as a whole, while the remaining EOIs pertained to various clusters of assets. Thereafter, the Request for Resolution Plan and Information Memorandum were issued to the prospective resolution applicants.

Subsequently the Applicant/RP filed I.A. No. 2277/KB/2024 on 12.11.2024 seeking extension of the CIRP period by a further 60 days from 16.11.2024 for submission of the final Resolution Plan by the prospective Resolution Applicant. The said application was allowed vide Order dated 25.11.2024 and extension of the CIRP period up to 330 days, i.e., till 15.01.2025, was granted by this Tribunal.

Thereafter claims were received from the GST Department and the Income Tax Department, which were discussed in the 15th meeting of the CoC held on 22.11.2024. Upon detailed discussions, the CoC classified the claim of the GST Department as non-admissible on the ground of limitation. However, the claim of the Income Tax Department amounting to Rs. 211,67,58,946/- was unanimously approved by the CoC, considering that the same pertained to a Government Department.

The RP informed the CoC members that one of the directors of the suspended Board, namely Mr. Kaustav Ray, had preferred a writ petition before the Hon'ble High Court at Calcutta being W.P.A. No. 27326 of 2024, challenging the process of asset-wise resolution of the CD, and the said writ petition is presently pending adjudication.

Pursuant to the second Form G dated 24.09.2024, the RP received one Resolution Plan for the CD as a whole and various Resolution Plans pertaining to different clusters of assets. The same were discussed and deliberated upon in the 16th CoC meeting held on 17.12.2024. Upon detailed consideration, the CoC observed that the highest value offered under the asset-wise Resolution Plans was substantially below the liquidation value and that the cumulative value of all asset-wise Resolution Plans was also not acceptable in respect of the CD. Consequently, Option-II pertaining to asset-wise resolution was treated as closed.

Thereafter, in the 17th meeting of the CoC held on 18.12.2024, the RP placed before the CoC the Resolution Plan submitted by the consortium of Shri Malay Rohit Kumar Bhow and Genex Enterprise for resolution of the CD as a whole. The RP explained the salient features of the Resolution Plan and the Resolution Applicant addressed the concerns raised by the CoC members during the course of the meeting. Upon detailed discussions, the CoC directed the RP to place the Resolution Plan for voting.

In the (18^{\text{th}}) CoC meeting held on 10.01.2025, it was recorded that voting upon the Resolution Plan for the CD as a whole was underway and certain financial creditors had sought time for obtaining requisite approvals from their competent authorities. However, since the CIRP period was due to expire on 14.01.2025, the CoC resolved to seek extension of the CIRP period by 45 days. Accordingly, the Applicant/RP filed I.A. No. 91/KB/2025 on 13.01.2025 seeking extension of the CIRP period by 45 days from 15.01.2025. The said application was allowed vide Order dated 17.01.2025 whereby enlargement of time by 45 days from 15.01.2025 till 28.02.2025 was granted by this Tribunal. 2.19 In the 19th meeting of the CoC held on 15.01.2025, the Applicant discussed the notice issued by this Tribunal in I.A. No. 2001/KB/2024 filed by Edelweiss ARC seeking condonation of delay in filing of its claim. Upon detailed discussions, the CoC recommended admission of the claim of Edelweiss ARC so as to avoid prolonged litigation and directed the RP to communicate the revised recommendation of the CoC before this Tribunal. 2.20 An Interlocutory Application being I.A. No. 1494/KB/2024 was filed by the RP seeking to place on record the recommendation of the CoC in relation to the belated claims submitted by Edelweiss ARC and an Operational Creditor, along with I.A. No. 2001/KB/2024 filed by Edelweiss ARC, were adjudicated upon by this Tribunal on 24.01.2025. On the said date, this Tribunal was apprised of the revised recommendation of the CoC to admit the claim of Edelweiss ARC. In view thereof, I.A. No. 2001/KB/2024 was disposed of as infructuous, and this Tribunal, while adjudicating I.A. No. 1494/KB/2024, directed the RP to file a fresh application for bringing on record the revised constitution of the CoC.

Subsequently, the Applicant/RP filed an Interlocutory Application being I.A. no. 304/KB/2025 on 19.02.2024 to bring on record the revised list of CoC along with the revised voting share. The list of creditors is set out hereinbelow for the ease of reference:-

List of Financial Creditors is extracted hereinbelow:-

List of Operational Creditors is also extracted hereinbelow:-

The Applicant/RP, in accordance with the provisions of the IBC, preferred successive Interlocutory Applications before this Tribunal seeking extensions of the CIRP period on account of pending litigations and the requirement of approval from the apex authority of the Financial Creditor, namely State Bank of India, for voting upon the Resolution Plan. I.A. No. 385/KB/2025 was allowed vide Order dated 04.04.2025 granting extension of 30 days from 28.02.2025 till 30.03.2025. Thereafter, I.A. No. 558/KB/2025 was also allowed by the same Order granting a further extension of 30 days from 30.03.2025 till 30.04.2025. Subsequently, I.A. No. 705/KB/2025 was filed seeking an additional extension of 30 days which was allowed by the order dated 26.06.2025

In the (25^{\text{th}}) meeting of the CoC held on 29.05.2025, the Resolution Plan submitted by the consortium of Shri Malay Rohit Kumar Bhow jointly with Genex Enterprise for resolution of the CD as a whole came to be approved by the CoC with (67.05%) voting share. Consequently, the consortium of Shri Malay Rohit Kumar Bhow and Genex Enterprise was declared as the SRA. However, since the CIRP period was due to expire on 31.05.2025, the CoC resolved to seek extension/enlargement of time by a further period of 15 days from 01.06.2025 till 15.06.2025 for the purpose of facilitating submission of Performance Security and thereafter filing of the application for approval of the Resolution Plan so as to conclude the CIRP in accordance with the provisions of the IBC and the applicable regulations. Accordingly, the Applicant/RP preferred an application seeking extension of the CIRP period by 15 days. However, as vide order dated 26.06.2025, the CIRP period had been extended till (13^{\text{th}}) July, 2025, the application was disposed off, having become infructuous. 2.24 The aforesaid process undertaken by the RP and the members of the CoC during the CIRP was duly reported before this Tribunal by way of progress reports dated 30.03.2024, 10.05.2024 and 17.09.2024 respectively.

The RP vide its letter dated 4th June, 2025^{11.Annexure Y to the Application at p. 300} had issued the Letter of Intent (“LoI”) to the the SRA, thereby directing the SRA to submit the Performance Security of an amount equivalent to Rs. 3,00,00,000/- (Rupees Three Crores) in terms of the RfRP. The SRA in terms of the said letter, made two fixed deposits^{22.Annexure V to the Application at p. 295-296.} of Rs. 2,88,00,000/- (Rupees Two Crores Eighty Eight Lakhs) and Rs. 12,00,000/- (Rupees Twelve Lakhs) only. As such, the SRA has complied with the requirement of submission of the Performance Security.

Compliance of the Resolution Plan submitted by the SRA with various provisions under the IBC and CIRP Regulations:

The Applicant has filed the instant Application along with an affidavit which includes the provisions with respect to the compliances in prescribed form, i.e., Form ‘H’ of regulation 39(4) of the Insolvency & Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016^{33.Annexure P to the Application at p. 165.}. The Applicant has also filed a Supplementary Affidavit dated 18th July, 2025 with a revised Form H^{44.Annexure F to the Supplementary Affidavit, at p. 238.} annexed therewith.

It is submitted that the SRA has met the criteria approved by the CoC having regard to the complexity and scale of operations of the business of the CD in terms of Section 25(h)(2) of the IBC.

Further, it is submitted that the SRA is eligible to submit a resolution plan in terms of Section 29A of the IBC and accordingly, an affidavit has also been furnished by the SRA.5

The SRA has submitted details of various compliances as envisaged within the code and CIRP Regulations and the same is attached to the application^{66.Annexure S to the Application at p. 194.}.

The Applicant/RP has submitted details of various compliances as envisaged within the Code and the CIRP Regulations which a Resolution Plan should adhere to, which is reproduced hereunder:

5 Annexure R to the Application at p. 188. Also, Annexure E at p. 232.

secured financial creditors of the CD and shall be a pass-through amount to them, and will not be for the benefit of the Resolution Applicant(s) after the Resolution was complete. Cost of litigation, approved by the Monitoring Committee and taxes if any shall be borne by the CD and will be adjusted or reimbursed from the proceeds of avoidance transaction if any”. The

The SRA, is a consortium of Shri. Malay Rohit Kumar Bhow jointly with Genex Enterprise. It has been stated that Mr. Malay Rohit Kumar Bhow is an entrepreneur and holds business expertise in the Finance, Infrastructure and allied sectors. He is associated with companies involved in Broking, Investments, Infrastructure and Real Estate activities. Genex Enterprise is a partnership firm, with Mrs. Sonal Yogesh Shah and Mr. Sumit Mehta as partners having 50:50 share. It has been stated that Mrs. Shah is an entrepreneur holding business expertise in the sector of Education, Finance and allied business activities and is looking to diversify in other business areas. Mr. Sumit Mehta is a Chartered Accountant and an investor in stressed assets.

The Resolution Plan outlines a proposed payment to all creditors amounting to Rs. 39,02,00,000/- (Rupees Thirty Nine Crores and Two Lakhs) against the total amount admitted by the RP of Rs. 45,87,67,98,655/- (Forty Five Arab Eighty Seven Crore Sixty Seven Lakh Ninety Eight Thousand Six Hundred and Fifty Five Rupees Only) leading to a haircut of 99.15% in respect of the claims admitted by the RP.

Resolution Applicant has proposed pay-outs as per provisions of IBC, reflecting in Clause 3 of the Resolution Plan^{77.Annexure U to the Application at p. 211.}, is as under:

It has been stated that the plan takes care of the upfront CIRP costs, provision for payment to Secured and Unsecured Financial Creditors, payment to Operational Creditors, payment to dissenting Financial Creditors, employee and workman dues in terms of Section 30(2) of the IBC, 2016.

The details of realisable amount under the resolution plan have been provided in Form-H furnished by the RP as under:

Details of Realisable Amount as per clause 7B of the Form H is also extracted hereinbelow:-

The details of implementation of the resolution plan as provided in Form H of the Resolution Plan^{88.Annexure F to the Supplementary Affidavit dt. P. 238} is extracted hereinbelow:

The terms for supervision of the Plan are provided in Clause 4.8^{99.P. 237 of the Application.} of the Resolution Plan, and the same are reproduced hereinbelow for the ease of reference:-

Clause 4.6.2^{1010.P. 234 of the Application.} of the Resolution Plan deals with the treatment of avoidance transactions upon approvals. It states as follows:-

The details of income tax losses carried forward under Section 79(2)(c) have been provided in the Form H^{1111.Annexure F to the Supplementary Affidavit dated 18th July 2025 at p. 244}. As per Form H, business loss of Rs. 5,21,20,805 (Rupees Five Crore Twenty One Lakh Twenty Thousand Eight Hundred and Five) and unabsorbed depreciation amounting to Rs. 1,88,52,060/- (Rupees One Crore Eighty Eight Lakhs Fifty Two Thousand Sixty) are being carried forward.

The Applicant has also provided the distribution matrix, i.e., the manner in which the proceeds of the resolution plan shall be distributed amongst the creditors of the CD. The Distribution Matrix^{1212.Annexure C to the Supplementary Affidavit dated 07th April, 2026 at p. 226.} for the FCs is reproduced hereinbelow:-

The Distribution Matrix for the OCs is also reproduced hereinbelow:-

In addition to the aforesaid payments, the SRA has also proposed payments^{1313.Annexure U to the Application at p. 221.} amounting to Rs. 39,11,789/- towards Society Maintenance, Municipal & Property Tax Dues, Electricity Dues for each property of the CD, even though no claim had been received and admitted by the RP in respect of the same. The details regarding such payment is also reproduced hereunder:-

Upon hearing, the submission made by the learned counsel appearing on behalf of the RP of CD herein and pursuing the record and/or documents placed before this Adjudicating Authority, we find that the Resolution Plan submitted by a consortium of Shri. Malay Rohit Kumar Bhow jointly with Genex Enterprise, has been approved by the CoC of the CD by 67.05% Voting Share. As per the CoC, the plan meets the requirement of being viable and feasible for the revival of the CD. Preponderantly, all the compliances have been done by the Resolution Applicant for making the plan effective after approval by this Adjudicating Authority. The relevant discussion held by the CoC concerning feasibility and viability of the plan, as recorded in the minutes of the 25th CoC meeting is reproduced hereinbelow:-

We find that the CoC at its 25th meeting14 held on 29.05.2025 approved the Resolution Plan submitted by the a consortium of Shri. Malay Rohit Kumar Bhow jointly with Genex Enterprise by

14 Annexure O to the Application at p. 151. 67.05% Voting Share^{1515.Voting Sheet is at p. 161 of the Application.} and accordingly, it accepted the LOI unconditionally and has been declared as the SRA.

We find that with the approval of the CoC, RP has appointed 2 registered valuers namely RK Associates and AAA Valuation Professionals LLP to value the Land and Building, Plant and Machinery and Securities and Financial Assets of the CD. As indicated in Form H submitted by the RP under regulation 39(4) of the CIRP Regulations, 2016, we would note that the average fair value of the CD is Rs. 59,47,49,246/- (Rupees Fifty Nine Crores Forty Seven Lakhs Forty Nine Thousand Two Hundred and Forty Six) and the liquidation value of the CD is Rs. 44,41,37,220/- (Rupees Forty Four Crores Forty One Lakhs Thirty Seven Thousand Two Hundred and Twenty). A synopsis of the valuation conducted by the aforesaid valuers is extracted hereinbelow:-

This Adjudicating Authority notes that the SRA has expressly undertaken to discharge all CIRP-related expenses in priority to all other classes of creditors. It has further been stated in the Plan that the CIRP costs (estimated at Rs. 2,40,00,000), which have accrued and are due as of the Approval Date, shall be paid in full and final settlement from the upfront payment allocated in the Resolution Plan. It has been stated in the plan that in the event the actual CIRP cost exceed the estimated amount of Rs. 2,40,00,000/- (Rupees Two Crores Forty Lakhs), the same shall be adjusted from the payment being proposed to Secured Financial Creditors. Further, in the event the actual cost is less than the estimated amount of Rs. 2,40,00,000/- (Rupees Two Crores Forty Lakhs), the excess amount after payment of CIRP costs shall be distributed amongst the Secured Financial Creditors as per their voting share. As such, we direct the RP to furnish to the SRA a certified statement of the CIRP costs, after the approval of the plan. The SRA commits to make payment of the same within a period of 50 (Fifty) days from the date of approval of the Resolution Plan by this Adjudicating Authority. Such arrangement adequately safeguards the interests of all stakeholders and ensures full compliance with the statutory mandate governing priority of CIRP costs.

We further note, that the resolution plan value is lesser than the average liquidation value arrived at by the Valuers. In this respect we refer to the case of MAHARASHTRA SEAMLESS LIMITED VERSUS PADMANABHAN VENKATESH & ORS. WITH CIVIL APPEAL NOS. 4242 OF 2019, wherein the Hon'ble Supreme Court held as follows:-

The RP has provided the details of Interlocutory Application pending before NCLT, Kolkata and the same is reproduced below:

We find in terms of Regulation 35A read with Regulation 39(2) of the CIRP Regulation, the RP has filed an Avoidance application under Section 66 of the Code. As per the Resolution Plan, the same shall be proceeded with by the CD and any benefit out of the said application shall, post adjusting the costs of pursuing the application, shall be distributed amongst the secured financial creditors.

An Affidavit dated 16.12.2024 affirmed by Sonal Sumit Mehta on behalf of Genex Enterprise showing compliance of Section 29A has been annexed to the Application^{1616.Annexure R to the Application at p. 188.}. Further, a report^{1717.Annexure R to the Application at p. 178.} prepared by SKYZ & CO. (Chartered Accountant) stating therewith that the SRA, i.e., Malay Rohit Kumar Bhow with Genex Enterprise is eligible for submitting the resolution plan for CD has also been annexed to the Application. Also, an affidavit affirmed by Mr. Malay Rohit Kumar Bhow^{1818.Annexure E to the Supplementary Affidavit dated 18th July, 2025 at p. 233.} has also been produced in compliance of Section 29A of the IBC. Furthermore, a compliance certificate^{1919.Annexure C to the Supplementary Affidavit dated 25th March, 2026 at p. 8} has also been issued by the Applicant, thereby stating that the SRA is compliant with the requirement of Section 29A of the IBC, 2016. Thus, on the basis of the records, we find that the Resolution Applicant is eligible to submit the Resolution Plan under Section 29A of the Code.

Furthermore, vide the Supplementary Affidavit dated 07.04.2026, the SRA has clarified that the Resolution Plan shall be implemented by the Consortium itself, and in terms of the same, 1,00,000 equity shares of Rs. 10/- each, aggregating to Rs. 10,00,000/- (Rupees Ten Lakhs) shall be subscribed by them in accordance with clause 3.4 of the Resolution Plan. It has further been clarified that in terms of the Resolution Plan, Mr. Malay Rohit Kumar Bhow, Mrs. Sonal Sumit Mehta and Mr. Sumit Mehta shall be appointed as directors on the reconstituted Board of the CD from the appointed date.

Through the aforesaid Supplementary Affidavit dated 07.04.2026, the Applicant has additionally placed on record a Net Worth Certificate^{2020.Annexure A to the Supplementary Affidavit dated 07.04.2026 at p. 20} of Mr. Malay Rohit Kumar Bhow, duly certified by a Chartered Accountant. The Applicant has further annexed a statement^{2121.Annexure A to the Supplementary Affidavit dated 07.04.2026 at p. 21} disclosing the liquid assets available with Mr. Malay Rohit Kumar Bhow. In addition thereto, the Applicant has also annexed a Commitment Letter^{2222.Annexure A to the Supplementary Affidavit dated 07.04.2026 at p. 25} issued by Goenka Business & Finance Ltd., wherein it is stated that, in the event SRA, Mr. Malay Rohit Kumar Bhow, jointly with M/s Genex Enterprise, require financial assistance for implementation of the Resolution Plan, Goenka Business & Finance Ltd. shall extend funding support to the SRA up to an amount of ₹42 Crores within a period of 180 days from the date of approval of the Resolution Plan.

The Resolution Applicant has stated in Clause 18(i) of Schedule 3^{2323.Annexure U to the Application at p. 285.} to the Resolution Plan that the Resolution Plan is unconditional, irrevocable, and binding on the Resolution Applicant, and is prepared in accordance with the provisions of the Code and CIRP Regulations (as amended from time to time) and is not in contravention of any provisions of the law for the time being enforce. It has further stated that, any modifications and/or non-acceptance/non-grant by the Adjudicating Authority of any reliefs, concessions, waivers and exemptions shall be accepted unconditionally by the Resolution Applicant, and the Resolution Plan shall be implemented by the Resolution Applicant in accordance thereto.

Lastly the Ld. Counsel for the RP would submit that the Resolution Plan complies with all the provisions of the IBC, 2016, read with relevant Regulations of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 and does not contravene any of the provisions of law for the time being in force.

Upon perusal of the documents on record and/or documents, we are satisfied that the Resolution Plan submitted by the Consortium of Malay Rohit Kumar Bhow with Genex Enterprise, annexed at pages 208 to 294, of the Plan Approval application, is in accordance with Sections 30 and 31 of the IBC and also complies with Regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

As far as the question of granting time to comply with the statutory obligations or seeking approvals from authorities is concerned, the Resolution Applicant is directed to do so within one year from the date of this order, as prescribed under section 31(4) of the IBC.

We have perused the reliefs, waivers and concessions as sought and as provided in the Resolution Plan and the same are reproduced hereinbelow:-

It is evident that some of the reliefs, waivers and concessions sought by the Resolution Applicant come within the ambit of the IBC and the Companies Act 2013, while many others fall under the power and jurisdiction of different government authorities/departments. This Adjudicating Authority has the power to grant reliefs, waivers and concessions only concerning the reliefs, waivers and concessions that are directly with the IBC and the Companies Act (within the powers of the NCLT). The reliefs, waivers and concessions that pertain to other governmental authorities/departments may be dealt with by the respective competent authorities/forums/offices, Government or Semi-Government of the State or Central Government concerning the respective reliefs, waivers and concession, whenever sought for. The competent authorities including the Appellate authorities may consider granting such reliefs, waivers and concessions keeping in view the spirit of the IBC and the Companies Act, 2013.

It is almost trite and fairly well-settled that the Resolution Plan must be consistent with the extant law. The Resolution Applicant shall make necessary applications to the concerned regulatory or statutory authorities for the renewal of business permits and supply of essential services, if required, and all necessary forms along with filing fees etc. and such authority shall also consider the same keeping in mind the objectives of the Code, which is essentially the resolving the insolvency of the CD.

In this context, we would rely upon the judgment in Embassy Property Developments Pvt. Ltd. vs. State of Karnataka reported at MANU/SC/1661/2019: (2020) 13 SCC 308, wherein, the Hon’ble Apex Court has laid down that:

(Emphasis Added)

The reliefs sought for subsisting contracts/agreements can be granted, however, no blanket orders can be granted in the absence of the parties to the contracts and agreements.

Concerning the waivers with regard to the extinguishment of claims which arose prior to the initiation of the CIR Process and which have not been claimed are granted in terms of the law laid down by the Hon’ble Apex Court in Ghanashyam Mishra and Sons Private Limited Vs. Edelweiss Asset Reconstruction Company Limited reported in MANU/SC/0273/2021: (2021)9 SCC 657: [2021] 13 SCR 737 that-

(Emphasis Added)

Further, the relevant part of the Ghanshyam Mishra judgment (supra) in this regard is given below:

This aspect has been aptly explained by this Court in the case of CoC of Essar Steel India Limited through Authorised Signatory (supra).

(Emphasis Added)

Thus, on the date of approval of the resolution plan by the Adjudicating Authority, all such claims, that are not a part of the resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan. The Hon'ble Supreme Court of India further laid down that all the dues including the statutory dues owed to the Central Govt, any State Govt or any local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respect of such dues for the period before the date on which the Adjudicating Authority grants its approval under Section 31 of the IBC could be continued.

Concerning the waivers sought in relation to guarantors, the Hon'ble Apex Court held in Lalit Kumar Jain v. Union of India reported in MANU/SC/0352/2021: (2021) 9 SCC 321: (2021) ibclaw.in 61 SC, held that the sanction of a resolution plan and finality imparted to it by Section 31 does not per se operate as a discharge of the guarantor's liability. As to the nature and extent of the liability, much would depend on the terms of the guarantee itself.

Further, we would rely upon the judgment rendered by the NCLAT in Roshan Lal Mittal Vs. Rishabh Jain reported in (2023) ibclaw.in 803 NCLAT that:

(Emphasis Added)

Hence, we would infer that if there are any personal guarantors of the corporate debtor, the personal guarantees shall be invoked and an appropriate action against them, in accordance with law, be taken.

For the reliefs and waivers sought for all inquiries, litigations, investigations, and proceedings shall be granted strictly as per section 32A of the IBC, 2016 and the provisions of the law as may be applicable.

In this context, we would infer that upon the approval of the Resolution Plan, the CD avails the limbs of new management to revive its business. Thus, all the past liabilities of the CD including criminal liability prior to the initiation of the CIR Process shall stand effaced and the new management will step into the shoes of the company with a fresh or clean slate. Hence, the old management shall be liable to face all the offences committed prior to the commencement of the CIR Process. At this juncture, we would rely upon the judgment rendered by the Hon'ble Apex Court in Ajay Kumar Radheyshyam Goenka Vs. Tourism Finance Corporation of India Ltd. reported in MANU/SC/0244/2023: (2023) 10 SCC 545 that-

The Hon’ble NCLAT in the case of Vantage Point Asset Pte. Ltd. v. Gaurav Misra Company Appeal (AT) (Ins) No. 1495 of 2024 & I.A. No. 1987 of 2025, held as follows:-

Thus, where the conditions prescribed under Section 32A are duly satisfied by the SRA, upon approval of the Resolution Plan, any provisional attachment order subsisting in respect of the assets of the CD shall, by operation of law, cease to have effect. Consequently, the CD shall not be required to institute any separate proceedings or file any application before the competent authority under the Prevention of Money Laundering Act, 2002 seeking release or de-attachment of such assets.

As such, in connection with the reliefs and concessions as requested for by the SRA, and in terms of aforesaid judgments, we hereby order as follows:-

a. Any increase in the authorized capital shall be subject to payment of prescribed fee, if any applicable, and filing of prescribed forms with the Registrar of Companies.

b. The Income Tax Department shall be at liberty to examine the tax implications arising from the proposals contained in the plan, in terms of Section 2(24), Section 28 and Section 56 of the Income Tax Act, 1961 read with GAAR provisions thereunder.

c. The Applicant shall file necessary forms and pay prescribed fees, if any, in terms of provisions of the Companies Act, 2013 in relation to reduction in capital and issuance of fresh capital, however, the Registrar of Companies shall waive the additional fees, if any, payable on such filing.

d. The SRA may approach prescribed authorities for waiver/reduction in fees, charges, stamp duty, and registration fees, if any arising from actions contemplated under the Resolution Plan and such request shall be subject to the relevant law/statute and adherence to the procedure prescribed thereunder.

e. The SRA may file appropriate application, if required, for renewal of all Business Permits, rights, entitlements, benefits, subsidies and privileges whether under applicable Law, contract, lease or license granted in favour of the CD or to which the CD is entitled to or accustomed to, which have expired on the Effective Date, and follow the due procedure prescribed for the purpose upon payment of prescribed fees. Any effect on contracts with third parties shall be subject to consent of such parties. It is clarified that continuance of approvals shall not be refused on account of extinguishment of any dues under Code and extension or renewal thereof shall not be denied on account of past insolvency of the CD. No action shall lie against the CD for any non-compliances arising prior to the date of approval of Resolution Plan, however, such non-compliances shall be cured, if necessitated to keep the approval in force, after acquisition by the CD within period stipulated in the Resolution Plan.

f. The secured and unsecured Financial Creditors shall upgrade the Account of the CD with Banks/Financial Institutions under the CIBIL Mechanism to "Standard Category" from NPA on the Completion Date, to the extent CIBIL Mechanism system allows. The Financial Creditors shall release all the charges on all assets of the CD (wherever registered) after the receipt of entire resolution amount.

g. No orders levying any tax, demand of interest/fine or penalty from the CD in relation to period up to approval of the Resolution Plan shall be passed by any authority and such demand, if created, shall not be enforceable as having extinguished in terms of approved Resolution Plan.

h. The carry forward of losses and unabsorbed depreciation shall be available in accordance with the provisions of Income Tax Act, and the Income Tax Department shall be at liberty to examine the same.

j. ROC shall update the records and reflect the CD as 'Active' upon filing of pending returns/forms after payment of normal fees (not additional fee). In case such filing is not permitted by the e-filing portal, the ROC shall accept such forms/returns in physical format and manage to upload the same by back-end. The Resolution Applicant shall be exempted from using the words “and reduced”.

k. The Compliances under the applicable law for all the statutory appointments by the Resolution Applicant shall be completed within 12 months, where after, the necessary consequence under respective law may follow.

l. The Resolution Applicant, the CD and the assets of the CD forming part of Resolution plan shall have immunity, privileges and protection as is available in the form and manner stated in Section 32A of the IBC.

m. The relief, concession or waiver contemplated in the approved Resolution Plan under any of its section shall be available to the CD only and such relief, concession or waiver shall not extend to its subsidiaries, joint-ventures or associates/affiliates, who have not been subjected to resolution in the present CIRP process of CD. However, it is clarified that no claim or action shall lie against the CD in relation to any financial or any kind of obligation of subsidiaries, joint-ventures or associates/affiliates, whether past or arising in future.

n. It is clarified that any relief, concession or waiver, not specifically dealt with in Paras (a) to (m) above, or not permissible in terms of decision in case of Ghanshyam Mishra (supra) or specific provisions of the Code read with the Regulations, shall be deemed to be denied or rejected.

m. It is hereby further clarified that the directions issued hereinabove shall mutatis mutandis govern and apply to any deeming provisions contained in the Clause 6.2^{2424.Annexure U to the Application at p. 243.} of the Resolution Plan.

Therefore, subject to the compliance of our observations as above, we hereby approve the Resolution Plan of Rs. 41,42,00,000/- submitted by the consortium of Shri. Malay Rohit Kumar Bhow jointly with Genex Enterprise (“SRA”) along with all annexures, schedules forming part of the Resolution Plan annexed to the Application subject to above direction and order as under:

In view of the approval of the Resolution Plan submitted by the SRA, the present Interlocutory Application being I.A. (I.B.) No. 457/KB/2026, filed by the Applicant against M/s Fox Mandal Solicitors & Advocates, stands disposed of, having been rendered infructuous. However, liberty is granted to the SRA to pursue such remedies as may be available to it against the aforesaid Respondent before the appropriate forum in accordance with law.

Interlocutory Application being I.A. (IB) (Plan) No. 18/KB/2025 along with the main C.P (IB) 652/KB/2019 shall stand disposed of accordingly.

Certified copy of the orders, if applied for with the registry of this Adjudicating Authority, be supplied to the parties upon compliance with all requisite formalities.