State Bank Of India vs ARSS Infrastructures Projects Limited

SUMMARY OF CORPORATE INSOLVENCY RESOLUTION PROCESS: 5

COMMENCEMENT OF CIRP AND APPOINTMENT OF RP: 6 COLLATION OF CLAIMS AND CONSTITUTION OF COC: 6 - INCLUSION OF CLAIM OF DEVIKA PROPERTIES PRIVATE LIMITED: 7 APPOINTMENT OF TWO VALUERS AND TRANSACTION AUDITOR: 7 - INCLUSION OF CLAIMS OF 3 OPERATIONAL CREDITORS: 8 - ADMISSION OF CLAIM OF EDELWEISS ARC AND APPROVAL OF DRAFT FORM-G, EM AND IM BY COC: 8 EXTENSION OF CIRP BY 90 DAYS UP TO 27.08.2022: 9 PUBLICATION OF FORM-G: 9 PUBLICATION OF PRA LIST: 9 RECEIPT OF VALUATION REPORTS AND PLAN FROM THE SRA: 10

(\rightarrow) Valuation of the assets of CD as per the two registered valuers: 11 (\rightarrow) Appointment of 3rd Valuer for Land & Building and Valuation Details: 12 (\rightarrow) Average Fair Value and Average Liquidation Value of CD: 13

ADMISSION OF CLAIMS OF 2 OPERATIONAL CREDITORS & 1 FINANCIAL CLAIM OF ICICI BANK PRIVATE LIMITED AND RECONSTITUTION OF COC: 14

REPORT OF TRANSACTION AUDITOR: 14 EXTENSION OF CIRP BY 60 DAYS UP TO 26.10.2022: 16 EXTENSION OF CIRP BY 30 DAYS UP TO 25.11.2022: 16 EXCLUSION OF 45 DAYS AND CIRP EXTENDED UP TO 08.01.2023:...17 VOTING ON PLAN BY COC (1st COC PLAN VOTING): 17 ADMISSION OF CLAIM OF SREI INFRASTRUCTURE PRIVATE LIMITED (SIFL) AND RECONSTITUTION OF COC: 18 REJECTION OF PLAN BY NCLT, CUTTACK AND ORDER OF LIQUIDATION: 18 STAY ON THE ORDER OF LIQUIDATION BY HON'BLE NCLAT: 19 REMISSION OF RESOLUTION PLAN BY HON'BLE NCLAT TO COC FOR CONSIDERATION OF THE ADDENDUM TO THE RESOLUTION PLAN: 19 - CONDONATION AND ADMISSION OF BELATED CLAIM OF DY. COMMISSIONER, C.T. & GST, DHENKANAL: 20 FILING OF IA(IB) No. 283/CB/2023 SEEKING APPROVAL OF PLAN ALONG WITH ADDENDUM: 20 DE-RESERVING IA(IB) No. 283/CB/2023 FOR CLARIFICATION: 20 ASSIGNMENT OF PNB'S DEBT TO CFM ASSET RECONSTRUCTION PRIVATE LIMITED: 22 ASSIGNMENT OF EDELWEISS ARC'S DEBT TO CFM ASSET RECONSTRUCTION PRIVATE LIMITED: 22 ASSIGNMENT OF SIFL'S AND SEFL'S DEBT TO CFM ASSET RECONSTRUCTION PRIVATE LIMITED: 23

SALIENT FEATURES OF THE PROPOSALS MADE IN PLAN: ... 31

→ Financial Proposal for Claims of Creditors:... 32 → Allotment Equities to Assenting Equity Financial Creditors: ... 35 → Financial Proposal for Revival of the Corporate Debtor: ... 35 → Payment of CIRP Cost: ... 35 → Financial proposal for Assenting Secured Financial Creditors: ... 35 → Financial proposal for Dissenting Secured Financial Creditors: ... 36 → Guarantee and Security Provided by Third Party: ... 36 → Financial Proposal for continuing the Bank Guarantees provided by ICICI Bank Private Ltd: ... 37 → Payment proposal for Operational Creditors- Suppliers of Goods and Services:... 37 → Payment proposal for Operational Creditors - Govt. Dues/Regulatory Dues: ... 38 → Payment proposal for Operational Creditors- Workmen and Employees: ... 38 → Payment proposal for Contingent Liabilities: ... 38

→ Acquisition and Restructurisation Proposal of the Corporate Debtor Proposed in the Plan:... 39 → Suspension of Share Trading: ... 39 → Cancelling the Shares of the Existing Promoters to NIL: ... 39 → Infusion of Upfront- Amount in consideration of Equity:... 39 → Conversion of Unsustainable Debt to Equity: ... 40 → Proposed Shareholding Pattern post implementation of the plan:... 40

→ Waivers sought with respect to the proposed Capital Restructuring: ... 41 → Proposal of Future Merger: ... 42

→ Treatment of Financial Creditors on matters that are Sub-Judice ... 43 → Treatment of Sub-Judice claims of Operational creditors: ... 44 → Treatment of the liabilities of the FCs: ... 45 → Treatment of Contingent Liability: ... 46 → Dues of Creditors during CIRP: ... 50 → Treatment of Liabilities of Operational Creditor: ... 50 → Treatment of Corporate Guarantee and like Instrument issued by the Corporate Debtor: ... 51 → Treatment of workmen/Employees dues: ... 51 → Other liabilities as per IM ... 52 → Related Party Transactions ... 52 → All other Liabilities: ... 52 → Treatment of debts barred by limitation: ... 53 → Litigation: ... 53

ASSESSMENT AND OBSERVATIONS: ... 55

a. Section 30(1): ... 59

b. Section 30(2)(a): ... 59

c. Section 30(2)(b) read with Regulation 38(1)(a) and 38(1)(b): ... 59

d. Section 30(2)(c) read with Regulation 38(2)(b): ... 60

e. Section 30(2)(d) read with Regulation 38(2)(c): ... 60

f. Section 30(2)(e): ... 61

g. Compliance u/s 30(2)(f): ... 61

SUB-JUDICE APPLICATIONS BEFORE THIS ADJUDICATING AUTHORITY FILED BY OR AGAINST THE CORPORATE DEBTOR: 87

FINAL ORDER: ... 93

The present application i.e. IA(IB) 283/CB/2023 has been filed by Uday Narayan Mitra, the Resolution Professional ("Applicant/RP") of ARSS Infrastructure Projects Limited the Corporate Debtor ("CD") on 18.09.2023 under the provisions of Section 30(6) of the Insolvency & Bankruptcy Code, 2016 ("The Code/IBC") read with Regulation 39(4) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 ("CIRP Regulations") for approval of the Resolution Plan u/s 31(1) of the code submitted by Ocean Capital Market Limited, Successful Resolution Applicant ("hereinafter SRA") and approved by the Committee of Creditors u/s 30(4)

Ld. Senior Advocate Joy Saha appeared along with Sahasrahsu Sourav, Ld. Counsel of the Applicant.

We have heard the Ld. Senior counsel and the counsel on record and have perused the contents of the plan and documents brought on record. Before we assess the requisite compliances of the plan with the applicable laws to make it binding as per the code, it is imperative to skim through the whole corporate insolvency process of the corporate debtor commencing from the insolvency commencement date till the filing of the present application.

The Corporate Debtor was incorporated on 17.05.2000 having its registered office at Plot No.38, Sector A, Zone D, Mancheswar Industrial Estate, Bhubaneswar. The authorized capital is Rs. 55,00,00,000/- (Rupees Fifty-Five Crores) and Paid-Up capital is Rs.22,73,79,660/- /- (Rupees Fifty-Five Crores). It is involved in infrastructure construction including highways, buildings, and railways.

State Bank of India, ("Financial Creditor") filed a petition i.e. CP (IB) NO. 34/CB/2021 under section 7 of The Code r/w rule 4 of Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 for seeking initiation of CIRP against CD and this adjudicating authority admitted CD into Corporate Insolvency Resolution Process ("CIRP") vide order dated 30.11.2021 (hereinafter "Insolvency Commencement Date/ICT") and accordingly the Applicant was appointed as Interim Resolution Professional ("IRP") in terms of Section 16 of the code. The applicant was confirmed as RP in the 3rd meeting of the COC held on 09.02.2022 with 100% vote share.

The applicant after being appointed as IRP issued a public announcement in Form-A in terms of Regulation 6(1) of the CIRP Regulations, 2016 intimating the public about the commencement of CIRP against the CD and inviting the creditors to submit their claims. The announcement in Form-A was published on 04.12.2021 in two newspapers i.e. Business Standard (English) and Pratidin (Odia) specifying the last date for submission of claims as 16.12.2021.

The applicant, in terms of Section 18(b) read with Regulation 13(1) of CIRP Regulations, 2016, verified the claims of the creditors based on the documents and information submitted by creditors and after verifying the same prepared the list of creditors. List of creditors, whose claims were received within the stipulated timeline, was filed before this Adjudicating Authority in compliance of Regulation 13(2)(d) of CIRP Regulation, 2016 and the applicant in term of Regulation 17(1) of CIRP Regulation, 2016 constituted Committee of Creditors ("CoC") and filed its report certifying the constitution of COC vide report dated 26.12.2021 and the same was taken on record. It is pertinent to mention that the change List of Creditors and change in CoC was duly informed by the applicant time to time to the Adjudicating Authority

The applicant convened the 1st CoC meeting on 03.01.2022 wherein it brought on record the list of admitted claims for the perusal of the CoC. In the 2nd CoC meeting convened on 31.01.2022 the CoC was informed regarding the admission of a claim in full of an Operational Creditor i.e. Devika Properties Private Limited to the tune of Rs.10,25,000/- and informed that the claim of SREI Equipment Finance Limited as a secured Financial Creditor was rejected by the applicant as the same was not reflected in the books of accounts of the CD.

The applicant convened the 3rd CoC meeting on 09.02.2022 wherein, as stated above, the IRP was confirmed as RP and the same was communicated to the Adjudicating Authority as required Section 22(3)(a) of the Code on 22.04.2022 by filing the minutes of the 3rd CoC meeting which reflects the applicant was confirmed as RP with 100% Votes.

In terms of Regulation 27 of the CIRP Regulations, 2016 the applicant appointed Two Registered valuers i.e. (i) Resolute Valuers and Consultants and consultants having registration id- IBBI/RV-E/01/2019/111 and (ii) RSBA Valuation Advisors LLP, having registration id- IBBI/RV-E/05/2019/110 who were selected by the CoC in the 3rd CoC meeting to carry out the valuation of the assets of the CD. The applicant upon the approval of the CoC in the same meeting also appointed One Transaction Auditor i.e. Mazars to carry out Forensic Audit and report transactions violative of section 43,45,50 and 66 of the Code.

The 4^th CoC meeting was convened on 07.03.2022 wherein the applicant informed the CoC that claims of 3 (Three) Operational Creditors i.e. (i) Sharma Roadlines, (ii) A.R. Khan and Sons and (iii) Sales Tax Officer, Royapettah Assessment Circle, Tamil Nadu has been admitted and the list of claims has been revised.

The CoC approved the draft Form-G and chose two widely circulated newspapers i.e. Business Standard (All India Edition in English) and Oriya Bhaskar (Odia) to publish the same.

In the 5^th COC meeting held on 29.03.2022 upon the proposal of State Bank of India the EoI process documents, Evaluation Matrix (“EM”) and Form-G was amended and the same was approved by COC. The CoC also approved the Request for Resolution Plan (“RFRP”). Further it was decided that the Form-G will also be published in a Hindi Daily and for which, Dainik Bhaskar (North India Edition) was selected by the CoC. In the 5^th meeting the applicant reconstituted the CoC after admitting the claim to the tune of RS. 4,19,50,79,968/- of Edelweiss ARC (assignee of EXIM Bank Ltd). The applicant informed the CoC that, in compliance of Regulation 36 of the CIRP Regulation, 2016 read with Section 25 (2)(g) of the Code and Section 29, he has prepared Information Memorandum (“IM”) based on the information available but the same will be circulated to members of COC only upon signing a confidentiality agreement. The CoC also resolved that the IM and EM will be circulated with the PRAs within 5 days from the issuance of the Provisional list of PRAs.

The CoC with 71.90% vote also resolved to seek an extension of 90 days from the Adjudicating Authority as the CIRP period was due to expire on 29.05.2022. The applicant filed IA(IB) No. 103/CB/2022 seeking extension and the same was allowed by this Adjudicating Authority, extending the CIRP Period to 27.08.2022 vide order dated 10.05.2022.

The applicant in compliance with Regulation 36A (1) of CIRP Regulations published Form-G on 13.04.2022 in newspaper namely Business Standard (All India Edition in English), Oriya Bhaskar (Odia) and Dainik Bhaskar (North India Edition) (Hindi) respectively for Expression of Interest (“EOI”) wherein the last date to receive EOI from interested Prospective Resolution Applicant (PRA) was 28.04.2022 and to issue Provisional List of PRAs and Final List of PRAs was 13.05.2022 and 23.05.2022 respectively. The last date to submit a resolution plan was 12.06.2022.

The applicant convened the 6^th CoC Meeting on 23.05.2022 wherein it was informed that 8 (Eight) EoIs have been received and accordingly in accordance with Regulation 36A (10) of CIRP the provisional PRA list has been issued on 08.05.2022 and the PRAs has been issued the IM and EM on 13.05.2022 the Final PRA list was issued on 23.05.2022.

The Final PRA List is as follows:

The 7^th CoC Meeting was held on 22.06.2022 in which the applicant appraised the CoC regarding the receipt of only one Resolution plan from the present SRA and the same was opened from a sealed envelope in the meeting, in the presence of a representative of SRA. The Valuation reports received from the two valuers were shared with the CoC Members who had signed the confidentiality agreement.

* Revised from 14.28 Crores to 14.69 Crores vide addendum dated 16.08.2022 and reflected at Pg No. 290 of Application.

**Revised from 8.65 Crores to 8.81 Crores vide addendum dated 16.08.2022 and reflected at Pg No. 290 of Application.

There was 'significant' difference' in the liquidation value of "Land and Building" in terms of explanation to clause (b) of Regulation 35(1) of CIRP regulations and hence a third valuer i.e. Mr. Bibhu Bhusan Rath (IBBI/RV/11/2021/13883) was appointed to provide valuation of Land and Building of the CD. The valuation of the land parcels owned by the CD as valued by the 3rd Valuer is as follows:

The average Fair value and average Liquidation value of different category of assets and of the CD as per Regulation 35(1)(c) of CIRP Regulations is as follows:

*As per Form-H the Fair Value of the CD has been stated to be Rs. 235.56 Crores

It is noted that the RP in Form-H as submitted has stated the Average Fair Value of the CD to be Rs. 235.56 Crores but upon our assessment the same is found to be incorrect and the Average fair value as indicated above is Rs 201.38 crores. The Ld. Counsel for the RP has acknowledged the error and has stated it to be inadvertent and a computation error; be that as it may the Fair Value is higher than the liquidation value and the incorrect computation did not have any detrimental impact on the resolution or maximisation of value of the corporate debtor.

The RP is cautioned to be more careful and diligent while making submissions in Form-H which is a statutory document and the court relies on it with a 'presumption of accuracy' as it is filed by the RP who is an officer of the court.

The 8th CoC Meeting was convened by the applicant on 29.06.2022, wherein the RP informed the CoC that three claims i.e. (i) ICICI Bank Limited, (ii) The Assistant Commissioner of GST and Central Excise, & (iii) Bhubaneswar-II Division and CT & GST Office, Bhubaneswar-III has been admitted in light of the order of the Adjudicating Authority in IA(IB) No. 154/CB/2022, IA(IB) No. 106/CB/2022 and IA(IB) No. 143/CB/2022. The CoC was also re- constituted with inclusion of ICICI Bank Limited.

In the same meeting the applicant also apprised the SRA that its plan was not in compliance with the amendment incorporated by the IBBI (Insolvency Resolution Process for Corporate Persons) (Second Amendment) Regulations,2022 and the SRA assured due compliance.

The 9th CoC Meeting was held on 05.08.2022 wherein the CoC deliberated on the key features of the submitted resolution plan and concerns regarding the valuation report. The applicant also apprised the CoC regarding the report of the Transaction Auditor. As per the Transaction Audit, there were no extortionate or fraudulent transactions u/s 50 and 66 of IBC,2016 and the following transactions were found to be prohibited u/s 43, 45 and 49 of the Code:

In the 9^th Meeting the CoC with requisite votes also resolved to seek an extension of CIRP period by 60 days and the same was allowed by this Adjudicating Authority in IA(IB) 227/CB/2022 vide order dated 26.08.2022 and the CIRP period was extended up to 26.10.2022.

In the 10^th CoC Meeting held on 19.09.2022 the applicant informed the CoC regarding an order of Hon'ble NCLAT in relation to a claim filed by SREI Equipment Finance Limited ("SEFL") wherein Hon'ble NCLAT vide order date 30.08.2022 had set aside the claim rejection order dated 11.05.2022 of the Adjudicating Authority passed in IA (IB) No. 64/CB/2022 on the ground of Limitation, but the order did not clearly directed the applicant to admit the claim and hence it was resolved to seek clarification from Hon'ble NCLAT in regard to its order dated 30.08.2022.

In the 11^th, 12^th and 13^th Meetings of CoC convened on 29.09.2022 10.10.2022 and 16.11.2022 respectively the CoC deliberated on the contents of the plan and the addendum submitted by the SRA. In the 12^th CoC meeting it was resolved that an extension of 30 days may be sought from the Adjudicating Authority on account of pending litigation before Hon'ble NCLAT and the same was allowed, with retrospective effect from 27.10.2022, by the Adjudicating Authority vide order dated 14.11.2022 in IA (IB) No. 284/CB/2022 and the CIRP period was extended till 25.11.2022.

In the 13th CoC Meeting convened on 16.12.2022 ,the Plan submitted by the SRA was put to vote but since the CIRP period was due to expire on 25.11.2022 and it was difficult for CoC to cast their vote within the small time window it was resolved to seek exclusion of 45 days from the CIRP period on account of time lost due to litigation and in pursuance of the same IA (IB) No.315/CB/2022 which was allowed vide order dated 22.11.2022 and in consequence the CIRP period got extended to 08.01.2023.

The 14th CoC meeting was convened on 25.11.2022 wherein the applicant informed the CoC that though the plan was put to vote since 17.11.2022 but the same was suspended on account of the fact that the SRA informed the applicant that it is willing to pay Rs.10 Crores on account of receivables from Arbitration Claims. Subsequently the plan was put to vote again with revised timeline as follows:

a. Placing of Resolution plan with addendum: 28.11.2022

b. Voting on Resolution plan will open on : 29.11.2022

c. Voting on Resolution plan will end on : 20.12.2022

d. Submission of Resolution plan with : 23.12.2022 CoC voting Result.

- Admission of Claim of SREI Infrastructure Private Limited (SIFL) and Reconstitution of CoC:

The 15th CoC meeting was held on 08.12.2025 wherein CoC voted and gave requisite approvals for smooth running of the corporate Debtor.

The 16th CoC Meeting was convened by applicant on 28.12.2022, wherein the applicant informed the CoC that the Adjudicating Authority vide order dated 20.12.2022 in IA (IB) 83/CB/2023 has admitted the claim of SREI Infrastructure Private Limited (SIFL) and in consequence the CoC has been reconstituted on 27.12.2022. The SRA in the meeting declined to enhance the proposed plan value but accepted to change the distribution pattern considering inclusion of new claim and the CoC allowed the same and directed the SRA to submit the updated distribution pattern by 29.12.2022. It was also resolved that the amended distribution pattern shall form part of the plan that was put to vote in the previous meeting and the voting deadline was extended from 31.12.2022 to 04.01.2023. (when was e-voting deadline was extended from 20.12.222 to 31.12.2022 is indeterminable from minutes, it might have been done through email communication between the CoC Members and the applicant). In the same meeting the CoC held discussions regarding the compliances required under Regulation 39B, 39C and 39 D of the CIRP regulation and declined to make any consideration with respect to Regulation 39B and 39C and voted in favour of selling the CD as a going concern in case the resolution plan does not get requisite Approval.

The 17th CoC meeting was convened by the applicant on 13.01.2023 where the progress of the CIRP was discussed and it was informed to the CoC that IA(IB) No. 29/CB/2023 had been filed before the Adjudicating Authority seeking approval of the plan which was approved by the CoC by 76.67% votes. In the meanwhile, this Adjudicating Authority vide order dated 18.04.2023, rejected the resolution plan and ordered for liquidation of the Corporate Debtor, based on the objections raised through IA(IB) No. 39/CB/2023, IA(IB) No. 55/CB/2023 and IA(IB) No. 62/CB/2023 by 3 dissenting financial creditors i.e. Punjab National Bank, Bank of India, and Kotak Mahindra Bank respectively.

The 18th CoC meeting was convened 29.04.2023 wherein it was informed to the CoC that the Hon’ble NCLAT had stayed the order of the Adjudicating Authority dated 18.04.2023 and in the 19th CoC Meeting on 26.06.2023 it was informed to the CoC that the SRA has undertaken before the Hon’ble NCLAT to make necessary amendments in the plan to address the objections and in pursuance of the same the SRA filed an affidavit on 20.02.2023.

The Hon’ble NCLAT in CA(AT)(Ins) No. 514/2023 vide order dated 09.08.2023 passed the following directions and remanded the plan back to CoC:

The 20^th CoC meeting was convened on 09.08.2023 wherein the order of Hon'ble NCLAT was placed before the CoC and in the 21^st CoC Meeting convened on 28.08.2023 the addendum submitted by the SRA pursuant to the direction of Hon'ble NCLAT order was discussed and deliberated upon. The 21^st meeting was adjourned and reconvened on 04.09.2023 wherein the addendum was put to vote and the same was approved by the CoC by 99.36% votes. In the interregnum, this Adjudicating Authority vide order dated 29.08.2023 in IA(IB) No. 120/CB/2023 condoned the delay on part of Deputy Commissioner of Commercial Taxes & GST, C.T. & GST Circle, Dhenkanal and the applicant admitted the claim.

Subsequently the applicant filed the present application i.e. IA(IB) No. 283/CB/2023 was filed on 18.10.2023 seeking approval of the Resolution plan approved by the CoC with 76.67% vote and the addendum thereto approved by the CoC with 99.36%.

This application was initially reserved for orders vide order dated 29.11.2023 but subsequently the same was deserved, for clarification, vide order dated 09.01.2024 and was listed for clarification on 10.01.2024. The relevant portion of the order dated 10.01.2024 is reproduced hereinbelow:

The applicant convened the 22nd CoC meeting on 27.02.2024 wherein the CoC was apprised about the order dated 09.01.2024 of Hon'ble NCLAT and the interim order dated 10.01.2024 of this Adjudicating Authority. In compliance with the order of the Hon'ble NCLAT, SEFL was made part of the CoC with 18.62% vote share and the voting shares were altered proportionately. It is also noted that the PNB was replaced by its assignee CFM Asset Reconstruction Private Limited ("CFM ARC") in the 22nd CoC meeting.

The Applicant convened 23rd, 24th, 25th CoC and 26th meetings on 21.03.2024, 22.04.2024, 22.05.2024 and 07.06.2024 to update the CoC on the CIRP process and to seek necessary approvals to run the Corporate Debtor. In the 26th CoC Meeting the applicant informed the CoC that the exposure of Edelweiss Asset Reconstruction Company was taken over by CFM ARC.

The 27th CoC meeting was held on 25.06.2024 wherein the applicant apprised the CoC that two creditors i.e. SIFL and SEFL have been assigned their debt portfolios to Invent Assets Securitisation and Reconstruction Private Limited. ("Invent ARC"). Invent ARC was assigned 21.11% of voting share replacing both SIFL and SEFL.

The 28th, 29th, 30th, 31st and 32nd CoC meetings were convened by the applicant on 05.07.2024, 25.07.2024, 30.08.2024, 27.09.2024 and 21.10.2024 to take necessary approvals of CoC for the unhindered operations of the CD and to apprise regarding matters incidental to the CIRP.

In the meantime, SREI Equipment Finance Limited ("SEFL") filed IA(IB) No. 34/CB/2024, IA(IB) No. 65/CB/2024 and IA(IB) No. 66/CB/2024 seeking reconstitution of the CoC and rejection of the plan. It is pertinent to mention that the claim of SEFL was originally rejected by this Adjudicating Authority in IA (IB) No. 64/CB/2022 as being time barred, which was set aside by the Hon'ble NCLAT in CA(AT) Ins No. 640/2022 with a direction to the applicant to consider the admission of claim, without getting influenced by the order of Hon'ble NCLAT afresh and claim was again rejected by the applicant. Hence a contempt petition was filed by SEFL before NCLAT vide Contempt Case No. 30/2022, wherein this Adjudicating Authority was directed to adjudicate on the plea of SEFL. This Adjudicating Authority again rejected the claim of SEFL in vide order dated 18.04.2023 in IA(IB) No. 11/CB/2023. The same was set aside by Hon'ble NCLAT in CA(AT) Ins No. 770/2024 and IA No. 26944/2023 and the applicant was directed to admit the entire claim of SEFL to the tune of Rs. 919,78,94,038/-.

Since the loan of SEFL was assigned to Invent Assets Securitisation and Reconstruction Private Limited (in short 'Invent ARC') and Invent ARC filed IA(IB) No. 193/CB/2024, IA(IB) No. 194/CB/2024 and IA(IB) No. 195/CB/2024 for substitution of the name i.e., Invent Assets Securitisation & Reconstruction Pvt. Ltd. in the application IA (IB) No. 34/CB/2024, , IA(IB) No. 65/CB/2024 and IA(IB) No. 66/CB/2024 filed by the SREI Equipment Finance Ltd and the same was allowed by this Adjudicating Authority vide order dated 19.07.2024.

This Adjudicating Authority, based on the submissions of the parties and the undertaking given by SRA (who was allowed to be arrayed as a party in IA(IB) No. 65/CB/2024 vide order dated 28.05.2024 in IA (IB) No. 136/CB/2024), vide order dated 22.11.2024 directed the applicant to reconvene the CoC Meeting by reconstitution the CoC for the approval of the resolution plan along with the addendum, afresh along and bring it on record through an additional affidavit. The relevant paragraphs of order dated 22.11.2024 is reproduced hereinbelow for brevity:

IA (IB) No. 34/CB12024, IA (IB) No. 65/CB/2024,1A (IB) No. 661CE,12024, IA (IB) No. 196/CB|2024

The Invent Assets Securitisation and Reconstruction Pvt Ltd ("Invent") is the Applicant in all these applications. During the course of the arguments, learned counsel appearing for the Applicant (Invent) submitted that in case the Resolution Plan is sent back to the CoC in terms of the prayer (b) of IA 34 of 2024, wherein Invent has prayed, that the approved ,Resolution Plan pending before this Adjudicating Authority be remitted back to the CoC for reconsideration by the Reconstituted CoC, then he would not press for the prayers (a), (c) & (d) of IA 34 of 2024. He also submitted that in that case, applications IAs 65, 66 & IA (IB) No. 196/(CB) of 2024 would be withdrawn by him with the liberty to file a fresh application in case any cause of action arises.

Since in the matter of approval of the Resolution Plan IA 28gtCBl2023, we have already directed the RP to convene the meeting of the reconstituted CoC for considering the modified Resolution Plan, as would be placed by inserting the proposed addendum by the Resolution Applicant, the prayer (b) of IA 34 of 2024 stands allowed, whereas other prayers made therein are treated as withdrawn. In view of the submissions so made by the learned counsel appearing for the Invent the application in IAs 65,66 & IA (IB) No. 196/(CB) of 2024 also stands disposed of as being withdrawn. 3. With this, these applications IA 34/CBl2024, IA 65/CB/2024,1A 66/CB/2024 & IA 196/CB/2024 stand disposed of.

The 33rd and 34th meeting of the CoC was held on 05.12.2024 and 24.12.2024 wherein the applicant updated the CoC regarding the status of hearing of the present application and other ancillary applications. In in the 34th CoC meeting the applicant apprised the CoC that in compliance with the direction of this Adjudicating Authority dated 22.11.2024 the SRA submitted had revised plan on 24.12.2024 by incorporating all addendums and the same was circulated with all the CoC members for evaluation.

The 35^th CoC meeting was convened by the applicant on 17.01.2025 wherein the applicant informed the CoC that the State Bank of India has assigned its debts to CFM ARC and consequently the voting share of the CoC has been altered with the voting share of CFM ARC increased to 70.45%. In this meeting the revised plan of the SRA was discussed and deliberated upon extensively by the CoC as indicative from the minutes of the meeting. Subsequent to the 35^th Meeting the plan was put to vote through an E-voting mechanism and the same was concluded on 08.02.2025 at 8PM.

Since the publication of Form-A till the date of final voting the applicant had received claims to the tune of Rs. 6057,41,27,554/- out of which claims to the tune of Rs. 5314,08,05,380 was admitted. At the 35^th CoC meeting after multiple litigations, belated claim admissions and debt assignments the list of Creditors their admitted claim details and CoC with their voting percentage stood as follows:

The Modified plan was considered by the members of CoC and was put to e-vote between 25.01.2025 till 08.02.2025 (8PM). The modified plan including all the revisions and addendums till the 35th CoC Meeting was approved by 96.91% vote with only Kotak Mahindra Bank dissenting with 0.52% vote. Bank of India who had 2.57% vote did not participate in the voting process making it equivalent to a dissenting Financial Creditor. The voting percentage of the CoC members (post assignment of debts) and the result of the e-voting follows:

The plan after getting duly approved by the CoC u/s 30(4) has been brought before us for approval. We have gone through the entire plan. The salient features of the plan and a summary of proposal made in the plan is as follows:

The CoC approved plan is submitted by, M/s. Ocean Capital Market Limited (CIN- U65900OR1996PLC014016), is a Public Company incorporated on 16 February 1996 bearing PAN - AAACO3018K. It is classified as Indian Non-govt. Company and is registered at Registrar of Companies, Odisha, Cuttack. Its authorized share capital is INR 52,900,000/- and its paid-up capital is INR 52,893,000/-. It is involved in financial intermediation. The Promoters/ directors of Ocean Capital Market Limited (OCML) are Dipti Ranjan Patnaik, Indrani Patnaik, Anshuman Patnaik, Sushil Kumar Mohanty, Mansi Mehta and Dolly Prasad.

Dipti Ranjan Patnaik along with his wife Ms Indrani Patnaik are one of the largest iron ore mine owners of the country with a cumulative net-worth of approximately Rs. 4,000 Crores. Mr Patnaik has formed Altrade Group of entities which have business interests in Mining, Iron and Steel, Hospitality, Health Care, Exports, Cement, Infrastructure, etc. The group has recently resolved one of the Non-Performing Assets in Odisha namely Maithan Ispat Limited and have turned a sick-company into profitable operations.

The Successful Resolution Applicant has proposed to pay an amount of Rs. 459.09 crores (approx) as Total Plan Amount. The plan proposes a Resolution Amount of Rs. 218.17 Crores (approx) against the total admitted claim of Rs. 5314.08 Crores (approx) and the total amount claimed of Rs. 6057.14 Crores leading to a haircut in respect of amount admitted by the RP and leading to a recovery of 3.61% in respect of the 'claimed amount' and leading to a recovery of 4.11% in respect of 'admitted amount'. It is noted that the RP in Form-H has stated the total Resolution Amount to be Rs.190.4735 Crores, which is incorrect and seems like a typographical error as in the same tabulation the other proposed plan amount for financial creditors and resolution creditors are found to be correct.

The plan proposes a total financial proposal of Rs. 459.09 Crores (approximately) which includes the following:

As per clause 2.1 (e) to (j) of Chapter-VIII of the Plan, the CIRP cost is being met form the revenue of the CD but the CIRP costs remaining unpaid on the 'closing date' shall be paid from the Up-Front cash contribution proposed in the plan and will be paid in full in priority to any other creditors within 90 Business days from the Effective Date.

As per Clause 2.2 (c) (i) and (ii) of Chapter-VIII the total debt of all the secured financial creditors (assenting + dissenting) will be settled for Rs.207,69,40,893/- in proportion to their voting rights or any other sharing ratio as decided by CoC. As per the information provided under Form-H the Assenting FCs will be paid Rs. 203.25 Crores (approximately). The same will be paid directly to the FCs within 90 days from the Effective date on assignment of the entire debt along with the entire security interest to the RA.

As Per Clause 2.2. (c) (iv) of Chapter-VIII of the plan, the RA will pursue and recover the arbitration claims of the CD within 5 Years from the Effective Date and 50% of the Arbitration Receipts awarded in favour of the CD will be shared with the Assenting FCs but the SRA will not be bound to pay any amount to creditors after 3 years from Effective Date.

SRA will pay Rs.10 Crores at the end of the first year from the Effective Date towards the share arbitration receipts even though the same may not have been received by the and the same will be adjusted from the total share of Arbitration Receipts of the creditors (i.e. 50% of total Arbitration receipts) and the remaining shall be distributed amongst the Assenting Financial Creditors.

It is further proposed that pendency of the payment or Arbitration receipts shall not make the plan unimplemented if all other terms of plan are complied.

As Per Clause 2.2. (v) of Chapter-VIII of the plan Dissenting FCs shall be paid in priority over other assenting FCs and in accordance with section 30(2)(b) and 53(1) and FCs who did not vote will be paid in accordance with Regulation 38(1)(b) of CIRP Regulations 2016 and as per the information provided under Form-H the dissenting FCs will be paid Rs. 44.42 Crores (approximately).

The settlement envisaged through this plan will not prohibit the Dissenting FCs to invoke, exercise and appropriate proceeds from any guarantee or security provided by any third party, however, such third party shall not be entitled to exercise subrogation rights against the CD of SRA in respect of such guarantees or securities.

→ Financial Proposal for continuing the Bank Guarantees provided by ICICI Bank Private Ltd:

As per Clause 4 of Chapter XIII of the plan (@Page 73 of the Plan) it is proposed that ICICI Bank is presently extending various bank guarantee facilities to the corporate debtor to the tune of INR 62.60 crores. As per sanctioned terms, Bank guarantee commission is being charged on annual basis. Bank Guarantee commission on existing bank guarantees for the unexpired bank guarantees will be payable as and when due. The Bank security to various employers where projects are undertaken and since as per sub section (31) of section 3 of the Insolvency and Bankruptcy Code, 2016 the Bank Guarantees do not constitute security interest hence the Resolution Applicant proposes that the corporate debtor will pursue the same line of business, the Bank Guarantee facility from ICICI Bank will continue even after the Resolution Plan is implemented.

As per Clause 2.6 of Chapter-VIII of the plan it is proposed that the payment will be made from the Up-front Cash contribution and will be paid in full within 90 days from the Effective Date or transfer of management control of the company, whichever is later, out of the Up-front amount. The SRA also proposed that as per section 30(2)(b) the OCs are entitled to a minimum amount that they would have received in the event of liquidation, hence any such liquidation amount will paid out in 30 days and the balance amount will be paid within 90 days from the Effective Date or transfer of management control of the company, whichever is later

As per Clause 2.7 of Chapter-VIII of the plan the SRA proposes to pay Rs. 45,25,769/- to settle the statutory liability of Rs.3,73,67,14,462/-.

As per Clause 2.5 of Chapter-VIII of the plan there exist no claim from any employees or work men but salary and wages if due for the periods mentioned in the IBC and applicable regulations framed thereunder within 90 days from the Effective Date

Clause 2.8 of Chapter-VIII of the plan states that the plan amount is not sufficient to settle the claims of the financial creditors in entirety, hence no payment is proposed for any claim other than financial and operational creditors but in case any liquidation value becomes payable, in the event of they being identified as operational creditors, then such liquidation value will be paid to such creditors within a period of 30 days.

As per Clause 2.9 of Chapter-VIII of the plan, no proposal is being made for any contingent claim as the IM does not reflect any such record of contingent liabilities and in the event any contingent liability crystalises relating to the period prior to insolvency commencement date, no payment will be made in respect of such liabilities.

The SRA has explained the proposed restructurisation of the corporate debtor in Clause 3 of Chapter VIII and Clause 1 of Chapter-IX of the Plan to implement the financial proposal. The plan proposes:

The trading of the shares of the CD at NSE and BSE will be suspended immediately and for which the SRA shall be exempted from complying with applicable SEBI rules and regulations/ or any other regulatory norms to effectuate the said suspension.

The plan proposes to reduce the shareholding of the existing promoter group to Zero and the rights attached therewith the shares shall stand transferred to on the effective date and hence the promoters will stop enjoying any rights subsequent to the plan approval by the Adjudicating Authority.

The SRA or its affiliates/nominees/assigns/AIF/SPV (complied with 29A) will bring in an upfront consideration of Rs.3,00,00,000/- ("Upfront Amount") in an account controlled by the Monitoring Committee and this Upfront amount will be utilised for subscribing 30,00,000 (Thirty Lakh) equity shares, ranking pari pasu, having face value of Rs.10 each to be issued to the SRA or its affiliates/nominees/assigns/AIF/SPV (complied with 29A) with a lock-in period of 18 months and will be listed in both BSE and NSE.

The SRA being an NBFC upon payment of the aggregate consideration of Rs.207.69 Crores (except the proposed 10 crores from Arbitration proceeds) the assenting FCs will assign all the securities and guarantees in relation with the Corporate Debtor to the SRA and the dissenting FCs will renounce their securities but will be allowed to keep the guarantees provided to them against the debt.

Entire pre-CIRP existing issued and subscribed share capital of the Company, excluding Public Shareholding, shall be reduced to NIL without any consideration paid to share/warrant holders of the CD or to such instrument holders including any dues towards any dividend outstanding. The Asset/Book losses of the CD will be suitably impaired for such capital reduction. Such write off shall be adjusted with Securities premium/ Capital reserve available in the books of the CD without routing it through Profit and Loss Account of the CD.

Out of the total Assigned debt the "Unsustainable Debt" to the tune of Rs.46,75,74,001/- i.e. difference between the Admitted Claim of Secured FCs (excluding ICICI Bank Limited's Claim) and Amount proposed for the Secured FCs will be converted into 7,50,00,000 Equity Shares at a premium of Rs.613.39/share and fraction amount, if any, shall be written off upon conversion of debt into equity.

Out of these 7,50,00,000 shares, 15,00,000 shares (worth RS. 1.50 Crores) will be provided to the assenting FCs, pro rata and balance shall be issued to the SRA or its affiliates or nominees or its assign/AIF/SPV with a lock-in period for 3 years.

The shares as described above can be issued either in physical form or DEMAT form and upon issuance of physical form requirement of issuance of DEMAT Form for limited company shall be dispensed with.

It is also proposed that the certified copy of the resolution plan shall be deemed to be the comprehensive requirement for the issuance of the shares under Companies Act 2013, but shall be subject to the compliance with applicable regulations. It is also proposed that the need for process for preferential allotment under Companies Act 2013 or any other rules shall be deemed to be dispensed with including but not limited to the requirement of separate account and resolution for preferential treatment.

It has been proposed that, since the resolution plan upon approval by the Adjudicating Authority is binding on the Company and all its stakeholders hence the issuance of new equity shares and conversion of unsustainable debt into equity to the SRA or its affiliates shall not require the consent of any of the creditors of the company or approval of the shareholders of the company or approval under SEBI (Substandard Acquisition of Shares and Takeovers) Regulation, 2011 or any other applicable regulations of SEBI, Stock Exchange etc.

The plan seeks directions to the effect SEBI or the stock exchanges shall not insist on any previous compliances or charger or fine or penalties in respect of listing compliances and the plan also seeks direction to SEBI to give 3 years' time to the SRA to bring the public shareholding to the required threshold of minimum 25%.

It is proposed in the plan that upon implementation of the plan SRA or its affiliates/ nominees/assigns/AIF/SPV may choose to amalgamate the CD with itself (Merger) or amalgamate any other investee company with the CD (Reverse Merger) and though the proposed merger or reverse merger is not an integral part of the resolution plan the approval of the resolution plan will deem to mean that, in principle, the said scheme of Merger or Reverse Merger also stands approved. Furthermore, it is also proposed that if the scheme of Arrangement is filed within one year from the effective date then the meetings of shareholders and creditors shall be dispensed with.

The SRA proposes to sell all non-core assets of the Corporate Debtor as provided in Schedule-7 of the plan and such non-core assets which are damaged, obsolete and in scrap condition. Clause 1 and Clause 4 of Chapter VIII, the proposed financial amount proposed in the plan will be secured by the SRA in the following manner:

Secured and Unsecured Financial Creditors shall withdraw all enforcement actions, notices under the Securitisation and Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002, the Negotiable Instrument Act 1881 (as amended in 2002), suits and cases filed by them against CD.

If claim come out of litigation filed by the financial creditors in lieu of rejection of claim by the RP (a) all such Claims (whether final or contingent (whether crystallized or not), whether disputed or undisputed, and whether or not notified to or claimed against the Company); (b) all outstanding disputes or legal proceedings in respect of such Claims; and (c) all rights or claims of such persons against the Company; in each case, relating to the period prior to the effective date, shall immediately, irrevocably and unconditionally stand extinguished and/or settled at NIL value on the effective date.

It is proposed that matters set out in the Information Memorandum (and the corresponding claims against the CD), together with all other claims against the CD which may be pending or sub-judice before any forum as on the Closing Date (whether or not such claims are included in the list of claims of Operational Creditors as set out in the Information Memorandum, and, including but not limited to any proceedings in relation to Statutory Dues, Regulatory Dues and Taxes initiated against the CD) are collectively referred to as "Sub Judice Claims".

- The full amount of such Sub Judice Claims shall be deemed to be owed and due as of the Effective Date, the liquidation value of CD is assumed as NIL and therefore, no amount is payable in relation thereto. All such Sub Judice Claims shall immediately, irrevocably, and unconditionally stand fully and finally discharged and settled - All legal proceedings initiated before any forum by or on behalf of any Operational Creditor or any other creditor to enforce any rights or claims against the CD shall immediately, irrevocably and unconditionally stand withdrawn, abated, settled and/ or extinguished and the operational Creditors of the CD shall have no further rights or claims against the CD in respect of the period prior to the Closing Date, and all such claims shall immediately, irrevocably and unconditionally stand extinguished. - The order of the NCLT approving this Resolution Plan, new inquiries, investigations, notices, suits, claims, disputes, litigation, arbitration or other judicial, regulatory or administrative proceedings will not be initiated or admitted if these relate to any period prior to the Effective Date or arise on account of the acquisition of control by the Resolution Applicant over CD pursuant to this Resolution Plan, against CD or any of its employees or directors who are appointed or who remain in employment or directorship after the acquisition of control by the Resolution Applicant over CD or pursuant to the implementation of the Resolution Plan.

- Upon settlement of dues as stated in this Plan, the Financial Creditors shall issue 'No Dues Certificate' and release all the securities of CD and file necessary documents for the satisfaction of charge with the Registrar of Companies. - The approval of the NCLT shall be deemed to be approval of the Financial Creditors for release modification / revision of the Underlying Company Security for the purpose of securing / guaranteeing the FC Payment and upon payment the Underlying Company Security shall stand irrevocably released. - Further claims of Financial Creditors relating to the period prior to the Closing Date are verified and/ or are admitted, then the FC Payment amount shall be re- distributed pro rata to include such further claims, without increasing the total FC Payment - Inconsideration of the FC Payment, all litigations / proceedings by Financial Creditors under Securitisation and Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002 (SARFAESI) or any other law or before any court, tribunal or any other recovery suits / actions initiated by the Financial Creditors against the Company before any forum shall stand quashed as on the effective date.

Any and all Claims made by or liabilities / obligations owed or payable to any actual or potential financial creditor of CD (including for any losses or damages, principal, interest, compound interest, penal interest, charges or commissions), which relate to a period prior to the Insolvency Commencement Date, shall be written off in full and shall be deemed to be permanently extinguished and/or settled at NIL value on the effective date by virtue of the NCLT Approval Order.

Except for Financial Creditors to the extent of FC Payment amount, no person, claiming to be a present or future financial creditor of the Company shall have the right to demand any amounts or any security or asset from the Company or the Resolution Applicant, in respect of such claims, demands, liabilities or obligations, which relate to a period prior to the Closing Date and;

As of the effective date, any debt owed by CD to any creditor, which is barred by limitation stand extinguished, waived and withdrawn on and from the Closing Date.

It is proposed in the plan that since Contingent Liability is a "claim" and "debt", each as defined under the IBC, and would consequently qualify as "operational debt" (as defined under the IBC) and therefore, the full amount of such Contingent Liabilities shall be deemed to be owed and due as of the Closing Date, the liquidation value of CD is assumed as NIL and therefore, no amount is payable in relation there to. All such Contingent Liabilities relating to the period prior to the Effective Date or even accruing after the Effective Date, but arising out of matters or actions arising prior to the Effective Date, shall stand fully and finally discharged and settled.

It is proposed in the plan that all such Statutory Liabilities (including but not limited to admitted claim of (i) Commissioner of Commercial Taxes, Directorate of Commercial Taxes, Government of West Bengal, (ii) Employees' State Insurance Corporation iii) The Commissioner, Central/State Goods & Service Tax and Central Excise), shall immediately, irrevocably, and unconditionally stand fully and finally settled at the amount proposed to be paid by the Resolution Application as contemplated under this Plan,

All forms of security created or suffered to exist, or rights to create such a security, to secure any obligations towards the Statutory Liabilities (whether by way of guarantee, bank guarantee, letters of credit, letter of comfort, or otherwise) shall immediately, irrevocably, and unconditionally stand released and discharged.

→ Income Tax, Indirect Tax (GST, VAT, Sales Tax, Commercial Tax, Entry Tax, Excise Duty, etc.), Municipal Tax, Labour Taxes (PF, ESI, etc) Assessment:

As per the plan all dues of the respective Tax departments qualify as "operational debt" and the full amount of such claims shall be deemed to be owed and due as of the CIRP Date. No further assessment / reassessment of such taxes up to the FY 2020-21 should be done by respective Tax Departments. Further, upon approval of the Plan by NCLT, the SRA would not be liable to pay any tax pertaining to period up to the CIRP date.

◆ All pending dues under the provisions of Income Tax Act, 1961 (IT Act), including taxes, duties, penalties, interest, fines, cesses, unpaid TDS/TCS, shall stand extinguished by virtue of the order of the NCLT approving this plan

◆ All assessment/reassessment/revision/ penalty/ appellate or other proceedings pending in the case of the Corporate Debtor as on the Effective Date, relating to the period prior to that date, shall stand terminated

◆ All notices issued under the provisions of the respective Acts to initiate any proceedings viz. assessment/ reassessment/revision/penalty/etc. against Corporate Debtor in relation to the period prior to the Effective Date shall be considered withdrawn.

◆ No notices should be issued against the Corporate Debtor in relation to the period prior to the Effective Date.

◆ Any proceedings which were kept in abeyance in view of insolvency process or otherwise shall not be revived post the order of the NCLT.

◆ No further demand for a period prior to the Effective Date shall be raised by respective Departments.

◆ Adjudicating Authority to pass necessary orders/ give appropriate directions to direct tax authorities/ Principal Commissioner of Income-tax to not apply/ invoke section 79 of IT Act on implementation of the Resolution Plans and allow benefit of carry forward and set-off of losses of Corporate Debtor existing and arising pursuant to implementation of Resolution Plan post change in majority shareholding

◆ Adjudicating Authority to pass necessary orders/ give appropriate directions to direct tax authorities to grant waiver from getting No Objection Certificate from direct tax authorities as contemplated under section 281 of IT Act.

The plan consists of two parts- one is the commercial aspect and the other is the statutorily required compliance aspect. The commercial aspect of the plan such as its feasibility and viability, the manner of distribution proposed, the order of priority amongst creditors, priority and value of the security interest of a secured creditor has been approved by the CoC by requisite no. of votes as required u/s 30(4) of the code.

Hence the assessment of this Adjudicating Authority is limited only to the statutory compliance as required under the code and applicable regulations and the scope of the assessment has been clearly demarcated by the Hon'ble Apex Court in a plethora of judgements. Hence, this Adjudicating Authority is bound by the judgement of the Hon'ble Supreme Court of India in K. Sashidhar vs. Indian Overseas Bank and Ors. reported in (2019) 12 SCC 150: MANU/SC/0189/2019, wherein it is held that:

(Emphasis Added)

Further, the Hon'ble Apex Court in Jaypee Kensington Boulevard Apartments Welfare Association and Ors. vs. NBCC (India) Ltd. and Ors. reported in (2022) 1 SCC 401: MANU/SC/0206/2021 at Para 216, has laid down that:

(Emphasis Added)

Further, in Committee of Creditors of Essar Steel India Limited vs. Satish Kumar Gupta reported at (2020) 8 SCC 531: MANU/SC/1577/2019, the Hon'ble Apex Court has propounded that:

(Emphasis Added)

Reinforcing the above, the Hon'ble Apex Court in Vallal RCK vs. Siva Industries and Holdings Limited reported in MANU/SC/0753/2022, has held that:

(Emphasis Added)

The compliance of Section 30(1) and 30(2) of the Code is given in Para-No. 9 of Form H. The same is being further examined as under:

Yes, affidavit dated 18.4.2022 declaring eligibility u/s 29 A of the code is filed by Dipti Ranjan Patnaik, the Managing Director of the SRA. The affidavit is almost more than 3 years old but the plan was originally submitted way back in June 2022 and as per section 29A the eligibility of an SRA needs to be assessed at the time of the submission of the resolution plan. Hence it is held to be complied.

As per Clause 5 and Clause 2.1(b)(i)(a) of Chapter VIII of the Plan the Resolution Applicant undertakes to make payment of the actual CIRP cost incurred and approved by the COC in priority over payments to any other Creditors.

The Resolution plan at Clause 5 and Clause 2.1(b)(i)(b) of Chapter VIII of the Plan states that as per assessment of the SRA the liquidation amount is not sufficient to settle the dues of the financial creditors and hence as per section 53 the Operational creditors are entitled to NIL amount but the SRA has proposed to pay Rs. 47,35,298/- as against admitted claims to the tune of Rs 3,73,94,06,091/- and the same will be paid in priority over the financial creditors in compliance with Regulation 38(1)(a).

As per Clause 2.2(c)(v) of chapter VIII of the plan, dissenting financial creditors will be paid in priority over the assenting financial creditors in terms with Regulation 38(1)(b) of CIRP regulations.

Clauses 4(iii)(f) and 4(vi) of Chapter-XI of the plan states that the management of the company will be under the control of the Monitoring committee from the Effective date i.e. Plan Approval Date till the Closing Date.

As per Chapter-X of the Plan and Clause 4(iv) of Chapter-XI On and from the Closing Date, describes the proposal made for reconstitution of board and change in management personnel of the corporate debtor after successful completion of resolution of insolvency of the corporate debtor. The plan makes adequate measures for smooth transition in management of the corporate debtor post-acquisition.

In the Resolution plan at Clause 4 of Chapter XI it has been envisaged that an Implementation and Monitoring Committee comprising 3 (three) Persons of which Resolution Professional-Chairman and two Representatives of the Financial creditors will be constituted without any further action required from the corporate debtor and it will discharge its responsibilities & duties as specified in the plan till the Closing date. The cost incurred for the functioning of the monitoring committee and effective implementation of the plan shall be met by the accruals of the corporate debtor and if in case it falls short, the deficit shall be borne by the SRA.

The SRA at Clause 5 of Chapter XV of the Plan states that the plan does not contravene any provisions of law for the time being in force and is in compliance with the Code. The applicant has also in Para 4, Clause (i) of Form H has also certified that the Resolution Plan does not contravene any of the provisions of the law for the time being in force.

Yes, affidavit dated 18.4.2022 declaring eligibility u/s 29 A of the code is filed by Dipti Ranjan Patnaik, the Managing Director of the SRA. The affidavit is almost more than 3 years old but the plan was originally submitted way back in June 2022 and as per section 29A the eligibility of an SRA needs to be assessed at the time of the submission of the resolution plan. Hence it is held to be complied.

It is stated by the applicant at Para 14A of Form-H that the applicant had failed to abide by the timeline as required under Regulation 35A but the RP has stated that two applications in respect of avoidable Transactions i.e. IA(IB) No. 243/CB/2022 and IA(IB) No. 244/CB/2022 have been filed before the Adjudicating Authority is currently pending and at Clause 4(ix) of Chapter XI the Plan that applications have already been filed before the Tribunal and is sub judice and the same shall be pursued by the SRA.

In regard to Clause (a) and (b) of Regulation 37 it is proposed at Clause 4 (ii) and (iii) of Chapter XIII of the plan that the SRA, will undertake sale of non-core assets of the corporate debtor on prior payment of sale value of such assets to the security holders and release of any charge encumbrance or lien on such assets for completion of the transaction and also sell all non-core assets of the corporate debtor which are damaged, obsolete and in scrap condition

The plan proposes a complete capital restructuring of the company but as specified under Regulation 37(ba) there is no proposal for any amalgamation/merger/ demerger which forms an integral/necessary part of the plan proposed by the SRA

In regard to Regulation 37(c), the plan at Clause 3 of Chapter VIII states that the SRA shall replace the Existing Promoter and accordingly, shareholding of OCML shall only be treated as Promoter Shareholding and OCML (including the nominees and assigns) shall constitute the Promoter Group for the Corporate Debtor.

In regard to Regulation 37(ca) , the plan does not propose any cancellation and delisting proposed under the Resolution Plan. However, at the Trading of shares shall be suspended for a period of Six months from the effective date

The Resolution Plan in regard to Regulation 37(d) proposes assignment of the entire debt to the SRA. Hence, the entire security interest shall be transferred to the assignee.

The debts of various categories of creditors are proposed to be settled, restructured / waived as provided under this Resolution Plan as per Regulation 37(e).

The resolution amount proposed by the RA shall result in partial recovery of the dues of the creditors as detailed in the financial plan as per Regulation 37(f).

The Resolution Plan Proposes assignment of the entire Debt to RA. Hence there are no changes proposed at this stage in the terms of the Debt due from the Corporate Debtor as per Regulation 37(g).

The Memorandum and Article of association of the CD are proposed to be amended without further reference to the board of directors or the shareholders of the corporate debtors as per Regulation 37(h).

The resolution plan in consonance with Regulation 37(i) at Clause 1 of Chapter XI proposes issuance of 30,00,000 of equity shares of INR 10/ each amount to INR 3,00,00,000 (Indian Rupees Three Crore) by way of cash contribution towards resolution amount and proposes that the unsustainable debt to the tune of Rs. 46,75,44,74,001.00 shall be treated as unsustainable Debt and shall be converted into equity shares of 7,50,00,000 nos. equity shares (face value of INR 10 each) with a premium of INR 613.39 per share.

No proposition has been in respect with Regulation 37(j). The plan proposes to upgrade the equipment and technology of the corporate debtor and a provision to that effect is made at Clause 2.1 (C) of chapter - VIII of the plan in accordance with Regulation 37(k).

In regard to obtaining necessary approvals from concerned government authorities s specified in Regulation 37(l) the SRA in the plan has undertaken to obtain necessary approvals from the respective authorities and renew any sanctioned, permission, regulatory approval that may have expired in the Interim period on the basis of certified copies of the Resolution plan approved by this Adjudicating Authority.

In regard to Regulation 37(m) this plan is submitted by a single resolution applicant hence there is no proposition of sale of assets of the CD to different resolution applicants and furthermore the resolution plan proposes to take over the entire corporate debtor as going concern. So, sales of one or more assets do not arise barring the sale of non-core assets that is already stated above.

The plan at Clause 16 of Chapter XIII states that the plan has dealt with interests of all the stakeholders of the corporate debtor and a holistic perusal of the plan indicates that the plan has addressed the interests of various stakeholders their outstanding claims and the impact the plan will have on their interests/relationship with the corporate debtor.

The SRA at Clause 5 of Chapter XV of the Plan states that it or its related parties have never failed to implement or contribute to the failure of implementation of any other resolution plan approved by the Adjudicating Authority at any time in the past under the code.

As per Clause-1 of Chapter -XI of the plan the term of the plan will continue till such time the dues of the creditors are completely paid off as per the financial proposal made at Chapter VIII of the plan. It is also noted that in the introductory paragraph in Chapter-XII of the plan it is stated that the term of the plan shall be 90 days from the effective date or until all payments contemplated in the plan are made, whichever is earlier. Hence upon conjoint reading of both the clauses of the plan it is imperative that the upper limit of the implementation period as per the plan is 90 days from the effective date

Yes complied as observed above

The SRA in its plan at Clause 4(ix) of Chapter-VIII has clearly stated that any proceeds arising out of the pending proceedings in relation to avoidable transactions shall be the assets of the CD only and will not be shared with any creditors.

The Plan at Clause 2 of Chapter VII, in compliance with Regulation 38(3)(a) analyses the weakness of the company and the reason for the default and also elaborates on the strength and opportunities to turn around the economic & financial prospects of the corporate debtor. Regarding the feasibility and viability of the plan, the RP has stated that the plan is feasible and viable and even the CoC in its minutes has recorded their satisfaction about the feasibility and viability of the plan. The plan in Chapter XI has elaborated on the modality and timeline of the implementation of the plan in compliance with Regulation 38(3)(c).

In respect to Regulation 38(3)(d), the SRA in Clause 2 of Chapter XI of the plan has stated that as per the code and accompanying circular of MCA there is no requirement of any separate approvals required under the Companies Act, 2013 in regard to the capital restructuring, which forms an integral part of the plan and hence no timeline is specified. There is no timeline specified for seeking approval from Competition Commission of India as the SRA falls under the category of 'de minimis exemption' and hence there is no requirement of any approval from the CCI in respect of the acquisition.

The SRA in the plan has stated that it will list the new equity shares within 60 days of payment. The SRA has sought waiver in regard to the compliances/approvals required from SEBI as required for listing its new shares. Hence no timeline is proposed for seeking approval from SEBI and the Stock exchanges.

The aspect regarding waiver sought by the SRA is dealt separately in the later part of this order

In compliance with Regulation 38(3)(e) the SRA in the plan has given a detailed overview regarding its financial worthiness, its experience in turning around stressed assets and provided information about SRA's Key managerial personnel to demonstrate their deep experience in managing different kinds of businesses other than just the SRA. The SRA has also provided a detailed financial and business plan which it seeks to undertake to turnaround the health of the corporate debtor.

As per the requirement of Regulation 39(1)(c) the SRA at Clause 13 of Chapter XV has undertaken that that every information and records provided in connection with or in the Resolution Plan is true and correct and discovery of any false information and record at any time will render the applicant ineligible, forfeit the Earnest Money, and attract penal action under the IBC. A separate undertaking to that effect is also attached with the plan document as Annexure-D.

As per the requirement of Regulation 39(4) of the CIRP Regulations for submission performance security as required under regulation 36B, it is stated in Form- H by the RP that the SRA has provided a Performance Bank Guarantee to the tune of Rs.18,00,00,00/- but the RP has not filed the same with this present application and hence the same cannot be verified by this Adjudicating Authority. Furthermore, it is also noted that at per Clause 1.9 of RFRP, the SRA is required to provide unconditional irrevocable Bank Guarantee to the tune of 10% of the Resolution Amount, and as already noted the resolution amount proposed is Rs.218.17 Crores and 10% of which Rs. 21.80 Crores. Hence, it is not complied with in its entirety. Furthermore, the plan was not submitted within the stipulated timeline as required under Regulation as the CIRP period ended on 08.01.2023 and this plan in its original form was filed before this adjudication authority on 06.01.2023 but the delay stands condoned.

We have perused the reliefs, waivers and concessions as sought in the Resolution Plan. It is observed that that the SRA has devoted a specific chapter i.e. Chapter XIV in the plan which enumerated the Reliefs and Concessions sought by the SRA and there are certain reliefs and concessions that do not form of Chapter XIV but forms part of the plan being proposed in other parts of the plan. This Adjudicating Authority has the power to grant only such reliefs, waivers and concessions that are directly in tune with the I&B Code 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 concessions, 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 I&B Code, 2016 and the Companies Act, 2013.

The Resolution plan seeks certain reliefs, waivers, and concessions for implementation of the resolution plan. It is stated in the plan the denial of the reliefs, waiver or concession sought in the plan shall not affect the implementation of the plan, whatsoever. In the interest of brevity, the reliefs, waivers, and concessions sought in Chapter XIII of the Plan and the direction of the Adjudicating Authority in respect of such are enumerated hereinbelow:

Commissioner or Commissioner of Income Tax as required under the said provisions of the IT Act.

Granted to the extent permissible under IBC,2016 and Income Tax Act,1963.

This is for CBDT and concerned Income Tax Authorities to decide subject to the provisions of Income Tax Act, 1961 and keeping in mind the objective of IBC,2016.

This is for CBDT and concerned Income Tax Authorities to decide subject to the provisions of Income Tax Act, 1961 and

The various waiver, reliefs and concessions sought by the SRA which does not form part of Chapter XIII of the plan and the orders thereto are as follows:

SUB-JUDICE APPLICATIONS BEFORE THIS ADJUDICATING AUTHORITY FILED BY OR AGAINST THE CORPORATE DEBTOR:

During preparation of this order, it was observed that multiple interlocutory applications either filed against the Corporate Debtor or by the Corporate Debtor (through the RP i.e. the present Applicant) are pending before this Adjudicating Authority in relation to the main petition i.e. C.P (IB) No.34/CB/2021. The list of pending interlocutory applications are as follows:

Upon perusal of the pending interlocutory applications, it is noted that IA(IB) No.243/CB/2022 and IA(IB) No.244/CB/2022 pertains to PUFE transactions identified by the RP and as an established principle of law as per Tata Steel BSL Vs Venus Recruiters reported at 2023/DHC/000257 that the pendency of such applications is no bar to the approval of a resolution plan and the same will be pursued by the SRA as stated in the plan.

IA(IB) No. 260/CB/2022, IA(IB) No. 207/CB/2023, IA (IB) No. 203/CB/2023 and IA(IB) No. 209/CB/2024 are applications filed by the Resolution Professional in the interest of the CD and the outcome of these applications will not depreciate the assets of the corporate debtor or hinder in the implementation of the resolution plan and hence the same can continue even after the approval of the resolution plan.

IVN(IB) No. 4/CB/2024 has in effect become infructuous on the applicant seeks to intervene in the main petition i.e. CP (IB) No. 34/CB/2021 which was allowed vide order dated 30.11.2021 and IVN(IB) No. 1/CB/2025 has in effect become infructuous on account of non-pursuance by the applicant.

In regard to IA(IB) No. 145/CB/2025 it is noted that this application seeking condonation of delay was filed on 23.05.2025 whereas the present application was reserved for orders vide order dated 20.05.2025. Hence the application prima facie is filed after an inordinate delay. It is also noted from the daily orders dated 11.07.2025 and 12.08.2025 that this application was not actively pursued by the applicant, hence this application prima facie lacks any merit, be that as it may, even if the same is allowed in favour of the applicant, the claim will be entertained in terms of the plan.

Hence it is noted that none of the applications' outcome will have any deterring impact on the effective implementation of the resolution plan and hence their pendency in no way restricts this Adjudicating Authority on passing order in the present application.

As already noted, that the Performance Bank Guarantee is less than 10% of the resolution plan amount. The Applicant is directed to procure a fresh performance bank guarantee from the Successful Resolution Applicant complied with the condition laid down at clause 1.9 of the RFRP, within 15 bank working days from the date of this order and submit an affidavit bringing the same on record before this adjudicating authority, in the capacity of chairperson of the monitoring committee within 3 weeks of the date of this order.

The plan proposes that the SRA or its affiliates/nominees/assignees/AIF/SPV can make necessary payments as proposed in the plan and it will be ensured that the entity is compliant u/s 29A of the Code. It is directed to the applicant that as the Chairperson of the monitoring committee, the applicant shall ensure that, if any other entity, other than the SRA makes any payment in terms of the plan, the entity shall be compliant u/s 29A of the Code and the concerned entity/entities (other than SRA) shall submit an affidavit declaring that it is not ineligible u/s 29A of the code and the applicant shall also verify the same and issue a certificate certifying their eligibility.

The applicant has not brought on record the Letter of Intent issued by him to the SRA and its unconditional acceptance on record. The Court presumes the same has already been done but has not been brought on record. The applicant is directed to bring on record the letter of intent issued to the SRA and the unconditional acknowledgement of the same of the SRA through an affidavit within one week from the date of this order.

All reliefs, waivers or concessions sought in the plan which are not expressly granted/allowed in this order shall be deemed to be NOT-GRANTED.

In the light of the enumerations, observations and directions made in this Order supra and subject to the compliance of the directions given thereto we hereby APPROVE and FINALLY SANCTION the Revised Resolution Plan submitted by OCEAN CAPITAL MARKET LIMITED (OCML), the Successful Resolution Applicant, subject to the conditions and directions given above.

The Resolution Plan shall form part of this Order and shall be read along with this order for implementation. The Resolution Plan thus approved shall be binding on the corporate debtor and its employees, members, creditors, including the Central Government, any State Government, or any local authority in terms of Section 31 of the I&B Code, so that the revival of the Corporate Debtor Company shall come into force with immediate effect without any delay.

The Moratorium imposed under section 14 of the Code by virtue of the order initiating the CIR Process, shall cease to have effect from the date of this order.

The Resolution Professional shall submit the records collected during the commencement of the proceedings to the Insolvency & Bankruptcy Board of India for their record and also return them to the Resolution Applicant or New Promoters.

Liberty is hereby granted for moving any application, if required, in connection with the successful implementation of this Resolution Plan.

A copy of this Order is to be submitted to the Registrar of Companies (RoC) to whom the company is registered, by the Resolution Professional.

A copy of this Order be served upon the Insolvency and Bankruptcy Board of India (IBBI) by the RP.

The Resolution Professional is further directed to hand over all records, premises/ factories/ documents to the Resolution Applicant to finalise the further line of action required for starting the operation. The Resolution Applicant shall have access to all the records/ premises/ factories/ documents through the Resolution Professional to finalise the further line of action required for starting the operation.

The Resolution Professional shall stand discharged from his duties with effect from the date of this Order. However, he is required to comply with our direction given in respect of PUFE application.

The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Learned Counsels for information and for taking necessary steps.

In terms of the view above, the interlocutory application being I.A. (Plan) No. 283/CB/2023 is ALLOWED and stands DISPOSED OF accordingly.

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