State Bank Of India vs M/s. Valecha Engineering Limited

The captioned application bearing I.A. No. 5819 of 2023 has been filed on 16.12.2023 by Mr. Anurag Kumar Sinha, the Applicant Resolution Professional (“RP / Applicant RP”) of M/s. Valecha Engineering Limited (“Corporate Debtor”), u/s. 30(6) of the Insolvency and Bankruptcy Code, 2016 (“IBC, 2016”) on behalf of the Committee of Creditors of the Corporate Debtor, seeking approval of the Resolution Plan submitted by ‘M/s. J.K. Solutions Private Limited’ in consortium with ‘One Media Facility Management’ (“Successful Resolution Applicant / SRA”) and approved by 97.54% (ninety-seven decimal five-four percent) of the voting share of the members of the Committee of Creditors (“CoC”) of the Corporate Debtor herein.

In relation to the said I.A., three Interlocutory Applications have been filed as Objection(s) to the Resolution Plan in consideration. In the interest of brevity, the said applications have been dealt herewith in the following manner:

This application has been filed by SEPC Limited (An Operational Creditor of the Corporate Debtor herein) against the Resolution Professional (Applicant RP) seeking condonation of delay and setting aside the order of rejection with regards to its Statement of Claim before/ by the latter. The said application has been dealt at Page No. (14) hereto.

This application has been filed by one of the Resolution Applicant viz. METCON FPCC JV through its lead member i.e. METCON India Realty & Infrastructure Pvt. Ltd. against the Resolution Professional (Applicant RP) seeking details pertaining to the Corporate Debtor, and for the consideration of its revised/ improved offer in respect of the Resolution Plan of the Corporate Debtor. The said application has been dealt at Page No. (18) hereto.

This application has been filed by Mr. Jagdish Valecha (Ex-Promoter/ Director and Guarantor of the Corporate Debtor herein) against the Resolution Professional (Applicant RP) seeking a copy of the Resolution Plan along with the minutes of the CoC of the Corporate Debtor herein, along-with the necessary information pertaining to the applications filed against the former. The said application has been dealt at Page No. (21) hereto.

Additionally, two application(s) bearing I.A. No. 4553 of 2023 and I.A. No. 5287 of 2023 have been filed by the Resolution Professional viz. Applicant RP herein, respectively seeking extension/ exclusion of 45 days beyond 330 days w.e.f. 25.09.2023 and an extension of 30 days beyond 375 days w.e.f. 10.11.2023. The said application(s) have been dealt in-toto at Page No. (23) hereto.

The brief facts of the captioned application bearing I.A. No. 5819 of 2023 in relation to the Corporate Insolvency Resolution Process (“CIRP”) of M/s. Valecha Engineering Limited i.e. the Corporate Debtor herein, are as follows:

Pursuant to the captioned petition bearing C.P. (IB) No. 594/MB/2021 filed by Sate Bank of India (“Financial Creditor”) u/s. 7 of IBC, 2016; This Tribunal was pleased to initiate CIRP of the Corporate Debtor herein vide Order dated 21.10.2022. In furtherance thereof, Mr. Anurag Kumar Sinha viz. the Applicant herein was appointed as the Interim Resolution Professional (“IRP”).

The said IRP caused a public announcement to be made in FORM-A on 03.11.2022, informing the commencement of CIRP of the Corporate Debtor and thereby invited claims from creditors to enable the constitution of Committee of Creditors (“CoC”). Following the aforesaid publication of FORM-A, several claims were received and the CoC was accordingly constituted. The IRP subsequently submitted a report for constitution of CoC before this Tribunal, and the same was taken on record vide Order dated 06.12.2022. The said CoC was further re-constituted at the behest of IRP, and the updated list of creditors was duly taken on record vide Order dated 05.01.2023.

The First Meeting of the CoC was conducted on 30.11.2022, wherein the said IRP was confirmed as the Resolution Professional (“RP”). The Applicant RP published FORM-G i.e. Notice inviting Expression of Interest (“EOI”) for submission of Resolution Plan for the Corporate Debtor, in three newspapers viz. ‘Financial Express’ (English), ‘Jansatta’ (Hindi) and ‘Navakal’ (Marathi) on 30.12.2022. In light of the same, the last scheduled date of submission of EOIs was fixed as 18.01.2023.

In response to the publication of the said FORM-G, six EOIs were received and the same was duly apprised by the Applicant RP to the members of CoC at its Third Meeting dated 27.01.2023. The CoC however sought to re-publish the FORM-G, and the same was duly effectuated by the Applicant RP in all the three newspapers, as afore-mentioned in para {4.3} hereto, on 29.01.2023. Pursuant to the re- publication of the said FORM-G, seven EOIs were received and the same was duly apprised by the Applicant RP to the members of CoC at its Fourth Meeting dated 24.03.2023.

On account of CIRP period of 180 days nearing expiration, the CoC sought to move for an extension in the CIRP period after voting upon the same at its Fifth Meeting dated 18.04.2023. The Applicant RP accordingly filed an application bearing I.A. No. 1699 of 2023, seeking an extension of 90 days to the CIRP Period w.e.f. 30.04.2023, and this Bench was pleased to grant the same vide Order dated 03.05.2023.

With regards to the EOIs received pursuant to the (re)issuance of FORM-G as afore-stated, the Applicant RP apprised the receipt of four resolution plans from the Prospective Resolution Applicant(s) (“PRA”) to the CoC during its Sixth Meeting dated 15.05.2023, and discussions ensued thereafter in subsequent meetings of the CoC towards materialisation of the Resolution Plan. In the intervening period, the CoC sought to move for an extension in the CIRP period after voting upon the same at its Eleventh Meeting dated 11.07.2023. The Applicant RP accordingly filed an application bearing I.A. No. 3286 of 2023 seeking an extension of 60 days to the CIRP Period w.e.f. 27.07.2023 and an additional exclusion of 10 days from 21.10.2022 to 30.10.2022. This Bench was pleased to grant the same vide Order dated 02.08.2023.

In order to enable further improvement in the proposed Resolution Plan(s), the CoC decided to go ahead with the second challenge mechanism process, with the respective PRAs viz. J.K. Solutions Pvt. Ltd., One Media Facility Management and one Sahil Mangla at their Thirteenth Meeting dated 02.08.2023. However, one of the PRAs viz. Sahil Mangla opted out of the CIRP and the CoC thus carried on the negotiations with J.K. Solutions Pvt. Ltd., and a final offer was resultantly arrived at pursuant to the same.

During the subsequent meetings, discussions ensued regarding distribution of amount(s) proposed by the respective Resolution Applicant along with the nature of assets subsisting thereto. In the Sixteenth Meeting of CoC dated 22.09.2023, an Application bearing I.A. No. 4553 of 2023 was sought to be moved for an extension/ exclusion of 45 days beyond the statutorily mandated period of 330 days. In the interest of judicial prudence however, this bench deemed it appropriate to hear the said application along with the application for approval of the resolution plan, and the afore-stated application was thus adjourned to 15.01.2024 vide Order dated 20.11.2023.

The Applicant RP thereafter apprised the members of CoC during its Seventeenth Meeting dated 30.09.2023, that the final resolution plan(s) had been duly received by the said Resolution Applicant(s) viz. J.K. Solutions Private Limited in consortium with One Media Facility Management and one M/s. Ceigall India Limited, and the same was thereby taken up for voting at the Nineteenth Meeting of CoC which was convened on 30.10.2023, and concluded on 25.11.2023. The Resolution Plan submitted by ‘J.K. Solutions Private Limited’ in consortium with ‘One Media Facility Management’ was thereby approved with 97.54% (ninety-seven decimal five-four percent) of voting share, and the said consortium was thereby declared as the Successful Resolution Applicant (“SRA”).

The Applicant RP has thus approached this Tribunal vide the captioned application, for seeking approval of the Resolution Plan hereto.

The Applicant RP submits that the Resolution Plan on behalf of the Successful Resolution Applicant viz. M/s. J.K. Solutions Private Limited in consortium with One Media Facility Management proposes a payment of INR 79.52 Crores, in the manner as encapsulated hereunder:

The Successful Resolution Applicant has proposed to implement the said Resolution Plan in consonance with the payment schedule, as extracted herein-under:

The Successful Resolution Applicant viz. M/s. J.K. Solutions Private Limited in consortium with One Media Facility Management, has further confirmed that it is eligible to submit the Resolution Plan in consonance with Section 29A of IBC, 2016.

The instant application has been filed on 13.10.2023 by SEPC Limited (“Applicant” hereto), an Operational Creditor of the Corporate Debtor in the captioned application viz. M/s. Valecha Engineering Limited against Mr. Anurag Kumar Sinha viz. the Applicant RP in the captioned application (“RP” hereto).

The Applicant submits that in respect of various claims arising out of its contractual relationship with the Corporate Debtor herein, arbitration proceedings were initiated in the wake of year 2020 and the same are admittedly pending adjudication. At the backdrop of the same, the Hon’ble High Court of Bombay ordered the winding-up of the Corporate Debtor herein vide Order dated 07.04.2017 in Company Petition Nos. 761 of 2015 and 173 of 2016, and an Official Liquidator viz. Mr. V.P. Katkar was accordingly appointed to effectuate the same. The said Liquidator caused the issuance of an ‘Advertisement of Notice to Workers/ Creditors/ Investors to Prove their Claim’ dated 16.03.2021.

The Applicant submits that pursuant to the said Public Advertisement, the Official Liquidator sought to continue with the afore-mentioned arbitration proceedings and subsequent thereto, the Arbitral Tribunal granted an additional time of six weeks to the Corporate Debtor and the Official Liquidator for filing its Statement of Defence. The Applicant submits that the same was however not dispensed with.

Pursuant to the initiation of CIRP of the Corporate Debtor herein vide Order dated 21.10.2022 and issuance of Public Notice dated 02.11.2022 in furtherance thereof by the RP (viz. Applicant RP in the captioned application); The Applicant contends that it submitted its claim along with supporting document(s) via Letter dated 10.11.2022, but the same was admittedly rejected by the RP via E-mail dated 11.05.2023 on account of delay and incorrect format of FORM-B thereto. In response to the same, the Applicant contends that it duly re-submitted its claim in FORM-B along-with the requisite enclosures via Letter dated 11.05.2023.

The Applicant submits that despite the said re-submission, the RP rejected its claim via E-mail dated 30.09.2023 on account of reception of FORM-B “...with much delay for which condonation has not been obtained from Honourable NCLT.” The Applicant thus claims that the said rejection is arbitrary for reasons of non-specification of relevant provisions of the Code, lack of jurisdiction with the RP in this regard and the purported misconstruing of the Agreement dated 16.02.2016 along-with the Tripartite Agreement dated 02.03.2020, to which the Applicant and Corporate Debtor are admittedly parties thereto.

In light of the afore-stated, the Applicant has hereby sought for setting aside of the afore-mentioned Order of Rejection issued by the RP via E-Mail dated 30.09.2023, for necessary directions to the RP for consideration of the claims of the Applicant to the tune of INR 27,50,37,851/- and for this Tribunal to condone the delay in respect of belated submission of FORM-B via Letter dated 11.05.2023.

Upon evincing the records, we note that this Tribunal had allowed the Respondent RP in the Application-at-hand to file its Reply vide Order dated 06.03.2024. The same was effectuated, and the RP has raised several averments in contradistinction to the Applicant’s submissions vide Affidavit-in-Reply dated 30.04.2024.

The RP submits that pursuant to initiation of CIRP of the Corporate Debtor and the issuance of Public Notice dated 02.11.2022 subsequent to the same; The Applicant failed to submit its claim in the prescribed format on the specific E-mail ID mentioned by the RP within the due timeline. The RP has further sought to place reliance on the judgement passed by the Hon’ble NCLAT, Chennai in Anheuser Busch Inbev India Limited v. Pradeep Kumar Sravanam, Resolution Professional, East Godavary Breweries Private Limited [ Company Appeal (AT)(I)(CH) No. 12 of 2023 ] to substantiate its submissions.

We have duly perused the records in consonance with submissions of the parties hereto. The Applicant and Respondent RP in the application-at-hand were heard at length during the course of hearing on 06.05.2024.

At the outset, this Bench deemed it appropriate to duly appraise the Ld. Counsel(s) with regards to the settled position in law in respect of belated claims (including claims not filed in proper format) and their treatment thereof, as laid down by the Hon’ble Supreme Court in State Tax Officer (1) Vs. Rainbow Papers Limited [ Civil Appeal No. 1661 of 2020 ].

The Ld. Counsel for the RP sought to re-iterate its position that despite repeated follow-ups with the Applicant in the application-at-hand, the said claim was not submitted within time, condonation for the same was not obtained from this Tribunal, and the same was expressly communicated by RP to the Applicant via E-Mail dated 30.09.2023.

Upon due consideration of the merits in this regard, this Bench is of the considered view that at the backdrop of ongoing arbitration proceedings and in light of the arbitration award awaiting finality thereto; The claim amount in the application-at-hand, which is admittedly in dispute, cannot be crystallised and/or given effect to at this juncture.

Further, in response to the specific query posed by this Bench with regards to the treatment of ‘Contingent Claims’ under the Resolution Plan in consideration; The Ld. Counsel for the RP sought to draw our attention upon Note 3 of ‘Executive Summary’, as extracted hereunder:

Since the Applicant in the application-at-hand is admittedly an Operational Creditor, we are of the shared view that in terms of the Resolution Plan in consideration hereto; The amount earmarked under ‘Contingent Claims’ viz. INR 5,00,000/- is capacious enough to cover the claim of the Applicant hereto, which is in-turn subject to the percentage of the ‘Amount Admitted’ apropos the Operational Creditor(s) in the Resolution Plan.

In consonance with principles of natural justice, we are willing to condone the delay in filing of claim by the Applicant in the application-at-hand. Subject to the final outcome of the arbitration award apropos crystallisation of the claim, we hereby direct the RP to treat the same under ‘Contingent Claims’ under the Resolution Plan in consideration.

As judicial prudence demands, we make it expressly clear that any observation(s) expressed herein shall not be construed as expressing opinion on merits of the ongoing arbitration proceedings.

The application-at-hand bearing I.A. No. 5579 of 2023 is hereby Partly-allowed and Disposed-Of.

The instant application has been filed on 14.01.2024 by METCON FPCC JV through its lead member viz. METCON India Realty & Infrastructure Pvt. Ltd., a Resolution Applicant in relation to the Corporate Debtor in the captioned application viz. M/s. Valecha Engineering Limited, against Mr. Anurag Kumar Sinha viz. the Applicant RP in the captioned application (“RP” hereto).

The Applicant submits that pursuant to initiation of CIRP of the Corporate Debtor, the RP caused to publish the public notice in FORM-G on 30.12.2022 thereby inviting Expression of Interest (“EOI”) from Prospective Resolution Applicants. Towards fruition of the same, the Applicant hereto entered into a Joint Venture with one Freyssinet Prestressed Concrete Co. Ltd. (“FPCCL”) and submitted its EOI to the RP along-with the requisite Demand Draft in relation to the Corporate Debtor.

Pursuant to submission of the said EOI, the Applicant sought certain information from the RP via Letter dated 07.03.2023, and a further extension towards submission of Resolution Plan via Letter dated 23.03.2023. However, upon not receiving any communication from the RP, the Applicant admittedly withdrew its offer via E-Mail dated 26.05.2023, and sought for a refund of the deposit paid for by it.

The Applicant submits that it thereafter submitted a revised offer of INR 42 Crores on 16.11.2023. The RP via Letter dated 20.11.2023, in response to the said revised offer, stated that the “..time for submitting the resolution plan is already over.” In light of the same, the Applicant submits that it held a meeting with the Financial Creditor in the captioned petition viz. State Bank of India and thereby submitted a revised offer of INR 43.50 Crores it via Letter dated 05.12.2023. However, no response was received to the said letter. The Applicant has therefore sought to challenge the veracity of the resolution process, and has additionally sought answer(s) pertaining to ‘commercial questions’ in relation to the said resolution process.

This Tribunal had allowed the Respondent RP in the application-at-hand to file its Reply vide Order dated 06.03.2024. The same was duly effectuated, and the RP has raised several averments in contradistinction to the Applicant’s submissions vide Affidavit-in-Reply dated 20.04.2024.

The RP submits that the Applicant in the application-at-hand failed to submit its Resolution Plan despite an extension of fifteen (15) days being granted to effectuate the same via Fourth Meeting of CoC dated 24.03.2023. Further, per the RP, the Applicant did not pay the EMD-2 (i.e. Earnest Money Deposit) of INR 1 Crore and itself withdrew from the CIRP of the Corporate Debtor. Eventually, per the RP, the Applicant belatedly submitted its revised offer of INR 42 Crores via E-Mail dated 16.11.2023, despite the fact that the Resolution Plan submitted by ‘J.K. Solutions Private Limited’ in consortium with ‘One Media Facility Management’ i.e. the Successful Resolution Applicant(s) in the captioned application, had already been voted thereupon via Seventeenth Meeting of CoC dated 30.09.2023.

The RP further submits that notwithstanding the same, and at the request of the Applicant hereto via E-Mail dated 27.05.2023 subsequent to its withdrawal from CIRP; The Applicant’s EMD amounting to INR 25,00,000/- was refunded to it. The RP thus contends that the Applicant is not entitled to submit its Resolution Plan after its withdrawal from CIRP.

During the course of hearing on 06.05.2024, the Applicant and Respondent in the application-at-hand were heard at length. The principal contention of the Applicant is that the due process in respect of the Resolution Plan has not been followed. To substantiate the same, it has sought to principally rely upon its Revised Offer of INR 42 Crores via Letter dated 16.11.2023. We are however of the considered view that the eligibility criterion of the Prospective Resolution Applicant(s) falls within the commercial wisdom of the CoC and warrants due primacy, more crucially-so in light of the Resolution Plan already having been voted upon before the Applicant’s submission of its Revised Offer.

Further, the EMD amount of INR 25 L was duly refunded to the Applicant in the application-at-hand, pursuant to its unambiguous withdrawal from the resolution process altogether. Upon specific queries of this Bench regarding the locus of the Applicant to seek information from the RP post such withdrawal, the Applicant was unable to substantiate the same. We are of the principal view that the application-at-hand has no bearing on the Resolution Plan, and is thus devoid of any merits whatsoever. It is trite in law that CIRP is a time-bound process and the same needs to be effectuated in due consonance with the essence of the Code.

The application-at-hand bearing I.A. No. 223 of 2024 is resultantly Dismissed.

The instant application has been filed on 19.01.2024 by Mr. Jagdish Valecha, the Ex-Promoter/ Ex-Director and a Guarantor of the Corporate Debtor in the captioned application viz. M/s. Valecha Engineering Limited, against Mr. Anurag Kumar Sinha viz. the Applicant RP in the captioned application (“RP” hereto).

The Applicant submits that during his active employment with the Corporate Debtor, it provided certain personal guarantees in respect of the latter. Pursuant to the initiation of CIRP of the Corporate Debtor herein vide Order dated 21.10.2022, the Applicant in the application-at-hand claims that he was served with a Show Cause Notice by State Bank of India (viz. Financial Creditor in the captioned petition) dated 20.11.2023, whereby he was called upon to show cause as to why his account/name “..should not be categorised and reported as fraud as per RBI guidelines.”

The Applicant contends that pursuant to his resignation from the directorship of the Corporate Debtor on 19.11.2019, he does not have access to any documents and/ or “..copies of all papers necessary” pertaining to the Corporate Debtor, so as to enable him to furnish a Reply to aforementioned Show Cause Notice and to deal with certain proceedings admittedly pending against him. The Applicant has further sought a copy of the Resolution Plan as approved by the CoC of the Corporate Debtor in the captioned application, as a matter of right, and has placed reliance on the judgement of Hon’ble Supreme Court in Vijay Kumar Jain v. Standard Chartered Bank & Ors. [(2019) 20 SCC 455] to corroborate the said claim.

This Tribunal had allowed the Respondent RP in the application-at-hand to file its Reply vide Order dated 06.03.2024. The same was duly effectuated with, and the RP has raised several averments in contradistinction to the Applicant’s submissions vide its Affidavit-in-Reply dated 20.04.2024.

The RP contends that the Applicant hereto admittedly resigned from the directorship of the Corporate Debtor on 19.11.2019, and was therefore not a director during the initiation of CIRP of the Corporate Debtor hereto by this Tribunal vide Order dated 21.10.2022. The Respondent RP therefore submits that the Applicant in the application-at-hand is not entitled to a copy of the Resolution Plan whatsoever, and has placed reliance upon the judgement of Hon’ble NCLAT in Diwakar Sharma v. Anand Sonbhadra, Resolution Professional of Shubhkamna Buildtech Pvt. Ltd. [Company Appeal (AT) (Ins.) No. 1182 of 2023].

The RP further submits that the Applicant in the application-at-hand falls outside the purview of “participant”, as defined under IBBI (Resolution Process for corporate Debtors) Regulations, 2016, and is thus a third-party in terms of the resolution process. The RP has further sought to place reliance upon the judgement of Hon’ble NCLAT in Rupinder Singh Gill v. Three C Universal Developers Pvt. Ltd. [Company Appeal (AT) No. 729 of 2021] to corroborate the same.

During course of hearing on 06.05.2024, the Applicant and Respondent in the application-at-hand were heard at length.

In terms of prayer clause (a) of the application-at-hand and as a matter of right, the Applicant has sought for all the copies of Resolution Plans submitted to the CoC of the Corporate Debtor, along-with the copy of the Final Resolution Plan which was successfully voted thereupon. Further, the Applicant has sought to place reliance upon the judgement of Hon’ble Supreme Court in Vijay Kumar Jain v. Standard Chartered Bank & Ors. [(2019) 20 SCC 455 ; Para Nos. (16), (19), (19.3), (19.4), (19.5)] to substantiate its claim.

Upon perusal of records which form part of the application-at-hand, we note that the Applicant resigned from the directorship of the Corporate Debtor at its own accord before the initiation of CIRP of the latter by this Tribunal. The Applicant resultantly does not fall within the purview of the ‘suspended’ or ‘erstwhile’ board of directors as enunciated by the Code and therefore, the Applicant’s principal reliance upon the aforementioned judgement in para {19.1} hereto, is wholly misplaced. We are therefore of the considered view that the Applicant’s request for Resolution Plan(s) cannot be granted herewith.

With regards to document(s) sought by the Applicant in application-at-hand from the Respondent RP via prayer clause (b), we are of the shared view that the said documents form part of the public record(s), and any direction from this Tribunal to necessitate the provision of the same need not be warranted for at this juncture.

The application-at-hand bearing I.A. No. 910 of 2024 is hereby Dismissed.

The Applicant RP hereby submits that the Resolution Plan approved by the CoC is in compliance with the legal requirements as mandated under IBC, 2016.

At this juncture, we find it germane to draw reference to Para (4) hereto. To contextualise, the captioned application viz. I.A. No. 5819 of 2023 was filed on 16.12.2023. The Applicant RP has sought to file two Interlocutory Applications bearing I.A. No. 4553 of 2023 and I.A. No. 5287 of 2023, seeking requisite extension/ exclusion beyond the statutory mandated period of 330 days under the Code. Additionally, an application bearing I.A. No. 2230 of 2024, praying for a further extension along-with a condonation pertaining to the said period was duly considered and allowed by this Tribunal. In the interest of brevity, the timelines as against the said application(s) have been tabulated hereunder:

In light of the afore-mentioned Order dated 08.05.2023 in I.A. No. 2230 of 2024, whereby this Tribunal was pleased to allow an extension of 30d and a further condonation “..of 148 days from 10.12.2023 to 06.05.2023 in filing the present application.”; The application(s)-in-consideration herewith bearing I.A. No. 4553 of 2023 and I.A. No. 5287 of 2023 resultantly stand Disposed-of.

As per the Applicant RP, the averages of the Fair Value and Liquidation Value have been determined by the Registered Valuer(S) viz. G Tech Valuers Private Limited and Gyaneshwar Sahai. The averages of the said determination of the requisite Fair Value and Liquidation Value, as provided in FORM-H, are as hereunder:

The Learned Counsel for the Applicant Resolution Professional has annexed a certificate of the FORM-H to the Application, under Regulation 39(4) of the CIRP Regulations, 2016, to certify that the Resolution Plan approved by the CoC meets all the requirements of the IBC, 2016, as extracted hereunder:

The CIRP has been conducted as per the timeline indicated as under:

The time frame proposed for obtaining relevant approvals is as under:

The Resolution Plan is not subject to any contingency.

Following are the deviations / non-compliances of the provisions of the Insolvency and Bankruptcy Code, 2016, regulations made or circulars issued thereunder )If any deviation/ non-compliances were observed, please state the details and reasons for the same(:

The Resolution Plan is being filed 30 days before the expiry of the period of CIRP provided in section 12 of the Code. - No

14A. Whether the resolution professional has, in accordance with regulation 35A,-

Provide details of section 66 or avoidance application filed / pending.

15A. The committee has approved a plan providing for contribution under regulation 39B as under:

- a. Estimated liquidation cost: NA - b. Estimated liquid assets available: NA - c. Contributions required to be made: NA - d. Financial creditor wise contribution is as under:

15B. The committee has recommended under regulation 39C as under:

- a. Sale of corporate debtor as a going concern: NA - b. Sale of business of corporate debtor as a going concern: NA The details of recommendation are available with the resolution professional.

15C. The committee has fixed, in consultation with the resolution professional, the fee payable to the liquidator during the liquidation period under regulation 39D.- NA

I hereby certify that the contents of this certificate are true and correct to the best of my knowledge and belief, and nothing material has been concealed therefrom. Name of the Resolution Professional: Anurag Kumar Sinha IP Registration No: IBBI/IPA-001/IP-P00427/2017-18/10750 Address as registered with the Board: Flat No.3602, Redwood (Tower No. 7), Runwal Greens, Mulund -Goregaon Link Road, Bhandup(West), Mumbai City, Maharashtra, 400078 Email id as registered with the Board: [email protected], [email protected] Date: 04.12.2023 Place : Mumbai

In the circumstances mentioned hereinabove, the Applicant Resolution Professional has filed this Application seeking approval of this Tribunal on the Resolution Plan, submitted by the Resolution Applicant viz. ‘M/s. J.K. Solutions Private Limited’ in consortium with ‘One Media Facility Management’ stating that the plan is in accordance with Section 30(2) of IBC, 2016, and other provisions laid thereunder.

Upon perusal of the Resolution Plan, it is observed that the Resolution Plan provides for the following:

Payment of CIRP Cost as specified u/s. 30(2)(a) of the Code.

Repayment of Debts of Operational Creditors as specified u/s. 30(2)(b) of the Code.

For management of the affairs of the Corporate Debtor, after the approval of Resolution Plan, as specified u/s. 30(2)(c) of the Code.

The implementation and supervision of Resolution Plan by the RP and the CoC as specified u/s. 30(2)(d) of the Code.

The Applicant RP has complied with the requirements of the Code in terms of Section 30(2)(a) to 30(2)(f) of IBC, 2016, and Regulations 38(1), 38(1)(a), 38(2)(a), 38(2)(b), 38(2)(c) & 38(3) of CIRP Regulations.

The Applicant RP has filed the Compliance Certificate in FORM-H along with the plan. Upon perusal, the same is found to be in order. The Resolution Plan has been approved by the members of CoC in the Nineteenth Meeting of CoC which was convened on 30.10.2023, and concluded on 25.11.2023, with a voting percentage of 97.54%. We further note that there is an application pending apropos certain fraudulent tractions u/s. 66 of the Code, as duly mentioned in Form-H hereto. We make it expressly clear that the approval of the Resolution Plan will not ipso-facto amount to abatement of such applications, and the same may be carried forward independently notwithstanding the same.

The Resolution Applicant has additionally sought certain Waivers, Concessions and Relief per Exhibit {3.9} of the Resolution Plan. We make it expressly clear that no reliefs, concessions and dispensations that fall within the domain of other government department/authorities are granted hereto, and the same shall be dealt with by the respective competent authorities/fora/offices, Government (State or Central) with regard to the respective reliefs, if any. Be that as it may, the Learned Counsel for the Applicant RP has categorically affirmed that the implementation of the Resolution Plan is not conditional or contingent upon grant of any or all of such reliefs, concessions and dispensations by this Tribunal.

In the case of K Sashidhar v. Indian Overseas Bank & Others (in Civil Appeal No.10673/2018 decided on 05.02.2019) the Hon’ble Apex Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan as approved by CoC meets the requirements specified in Section 30(2).

In CoC of Essar Steel (Civil Appeal No. 8766-67 of 2019 decided on 15.11.2019) the Hon’ble Apex Court clearly laid down that the Adjudicating Authority would not have power to modify the Resolution Plan which the CoC in their commercial wisdom have approved. In para 42 Hon’ble Court observed as under:

In view of the afore-stated discussions and the law thus settled, the instant Resolution Plan meets the requirements of Section 30(2) of the Code and Regulations 37, 38, 38 (1A) and 39 (4) of the Regulations. The Resolution Plan is thus not in contravention with any of the provisions of the Code, and is in accordance with law. The same needs to be approved.

The present Application bearing I.A. No. 5819 of 2024 in C.P. (IB) No. 594/MB/2021 is hereby Allowed. The Resolution Plan annexed to the Application is hereby approved. It shall become effective from this date and shall form part of this Order.

It shall be binding on the Corporate Debtor, its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the Resolution Plan.

At the risk of re-iteration, the approval of this resolution plan shall not be construed as waiver of any statutory obligations of the Corporate Debtor, and the same shall be dealt by the appropriate authorities in accordance with law.

Further in terms of the judgment of Hon’ble Supreme Court in the matter of Ghanshyam Mishra & Sons Pvt. Ltd. v. Edelweiss Asset Reconstruction Company Limited; On the date of approval of the Resolution Plan by the Adjudicating Authority, all such claims which 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 a part of the Resolution Plan.

The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the Registrar of Companies (RoC), Mumbai, Maharashtra for information and record.

The Moratorium u/s. 14 of IBC, 2016, shall cease to have effect from the date of pronouncement of this Order.

The Applicant shall supervise the implementation of the Resolution Plan and shall effectively file status of its implementation before this Tribunal from time to time without fail, preferably every quarter.

The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the Insolvency and Bankruptcy Board of India, along-with the copy of this Order for requisite information.

The Applicant shall forthwith send a Certified Copy of this Order to the CoC and the Successful Resolution Applicant, for necessary compliances thereof.

Apropos the approval of the Resolution Plan herewith, the Applications filed as Objection(s) to the Resolution Plan in consideration hereto, stand Disposed-of in the following terms: 34.1. I.A. No. 5579 of 2023: Partly-Allowed 34.2. I.A. No. 223 of 2024: Dismissed 34.3. I.A. No. 910 of 2024: Dismissed

Further, the Applications bearing I.A. No. 4553 of 2023 and I.A. No. 5287 of 2023, seeking requisite extension/ exclusion beyond the statutory mandated period of 330 days under the Code, stand Allowed and Disposed-of.