Approval of Resolution Plan - City Mall Developers Private Limited

In the National Company Law Tribunal Division Bench, (Court-I), Kolkata IA (IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Application under section 30(6) and section 31 of the Insolvency & Bankruptcy Code, 2016 read with regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 for approval of Resolution Plan. In the Matter of: Indian Bank …Financial Creditor And City Mall Developers Private Limited (CIN No. U45209WB2005PTC101577) ….Corporate Debtor And In the matter of: Mr. Kannan Tiruvengadam, Resolution Professional of M/s. City Mall Developers Private Limited, having its office at Netaji Subhas Villa, Flat No. 3c, 3rd Floor, 18 Karunamoyee Ghat Road, Near Dhara Para, Tollygunge, Kolkata – 700 082. ….Applicant Date of Pronouncement of order: 05.09.2024 Coram: Smt. Bidisha Banerjee : Member (Judicial) Shri Balraj Joshi : Member (Technical) Counsel appeared physically / through video Conferencing Mr. Santosh Kr Ray, Adv. ] For the Indian Bank Ms. Rituparna Sanyal, Adv. ] Ms. Zeba Khan, Adv. ] Ms. Muskan Saha, Adv. ] Mr. Joy Saha, Sr, Adv. ] For RP Mr. Mainak Bose, Adv. ] Ms. A Rao, Adv. ] Ms. S Roy, Adv. ]

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Mr. Sanwal Tibrewal, Adv. ] For the Suspended Management Mr. Shaunak Mitra, Adv. ] For GSRP Ms. Sutapa Mitra, Adv. ORDER Per Bidisha Banerjee, Member (Judicial): 1. The Court convened through hybrid mode. 2. Ld. Counsel for the parties were heard at length. 3. This application has been preferred by the Resolution Professional of City Mall Developers Private Limited to seek approval of Resolution Plan in its entirety along with all annexures, Schedule, Appendixes including the claims contained therein as submitted by M/s. Gopal Sponge & Power Private Limited, the Successful Resolution Applicant (SRA in short) along with reliefs and concessions sought for under the Plan. 4. The CoC has approved the Resolution Plan of M/s. Gopal Sponge & Power Private Limited by 77.53% vote and M/s. Gopal Sponge & Power Private Limited was declared as Successful Resolution Applicant (SRA) in respect of the Corporate Debtor. 5. Brief facts of the CIRP process are as submitted by the Resolution Professional: a. Vide its order dated 08.03.2022 this Adjudicating Authority was pleased to admit the petition numbered as CP(IB) No. 149/( KB) /2019 and vide an order dated 12.05.2022 the Applicant Mr. Kannan Tiruvengadam was appointed as the Resolution Professional (“RP”) of the Corporate Debtor. b. That pursuant to resolution passed in the CoC meeting, Form- G was published by the Applicant.

As per Form-G published on 12.07.2022, the last date for receipt of Resolution Plan was September 10, 2022. c. Pursuant to publication of Form G, four Prospective Resolution Applicant submitted EoI. The final list of eligible Resolution Applicants for submission of Resolution Plan pursuant to In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Regulation 36A(12) of IBBI, Regulations 2016 was communicated to all CoC Members as well as to the eligible Resolution Applicants on 21st August, 2022. d. The final list comprised of three applicants which are as follows: i. M/s Gopal Sponge & Power P. Ltd. ii. M/s Special Blasts Limited iii. M/s Sherisha Technologies Private Limited e. M/s Sherisha Technologies Private Limited had neither submitted any Resolution Plan, nor made any query to the Applicant to pray for extending the timeline for submission of the Resolution Plan. f. The Resolution Plans submitted by the other two RAs were opened in presence of the RP in the 7th CoC meeting dated 14th September, 2022. In the said meeting it was found that M/s Gopal Sponge & Power Private Limited has filed the Resolution Plan along with EMD for an amount of Rs. 5 Crores, while M/s Special Blasts Limited only submitted the Resolution Plan and desired that upon approval of the said Resolution Plan, they would submit the EMD amount. g. Thereafter, during the 7th CoC Meeting, CoC decided to allow Special Blasts Limited to submit the EMD amount as per RFRP upon which the Plan of Special Blasts Limited may be accepted but they did not chose to submit the EMD before approval of the Resolution Plan and as such, CoC resolved to reject the Resolution Plan of Special Blasts Limited by 100% vote. h. Thereafter, in the 8th Meeting, it was decided after detailed discussions on the Resolution Plan of Gopal Sponge & Power Private Limited in front of their representatives, that revised Resolution Plan be submitted with regard to the non-compliance of the provisions as per requirements.

Therefore, the M/s. Gopal Sponge & Power Private Limited on October 20, 2022 submitted a revised Resolution Plan and on being satisfied with the said

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Resolution Plan as compliant under Section 30 (2) of the Code and other provisions of Law, it was placed before the 9th CoC Meeting held on 1st November, 2022. i. It is further submitted that e-voting for approval of the Resolution Plan was opened on 01.11.2022 for 48 hours i.e. 03.11.2022. On request of Indian Bank, one of the CoC Members, that e-voting was extended by another 15 days i.e. upto 18.11.2022 and the same concluded on November 18, 2022. The Resolution Plan of M/s. Gopal Sponge & Power Private Limited was approved by 77.53% vote. j. The Resolution Professional / Applicant would further submit that the Plan value of M/s. Gopal Sponge & Power Private Limited is for Rs. 30.95 Crores which is higher than the average liquidation value of the Corporate Debtor of Rs. 29.49 Crores as arrived on the basis of valuation conducted by the two sets of registered Valuers. The summary of the valuation report is as under:

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 6. The Successful Resolution Applicant namely M/s. Gopal Sponge & Power Private Limited, under revised Resolution Plan dated 18.10.2024 has provided for a total plan value for the Corporate Debtor of Rs. 30.95 Crores. The amounts claimed, amount admitted and the amount provided under the Resolution Plan are as under: (Amount INR) Amount Amount of Claim provided Sl. Category of Sub-Category of Claim Admitted in the No. Creditor Stakeholders (Amount in (Amount in Plan Lakh) Lakh) (Amount in Lakh) 1. Secured (a) Creditors not NIL NIL NIL Financial having a right to Creditor vote under sub-section (2) of section 21 (b) Other than - - - (a) above: i. Who did not 11,644.31 11,644.31 668.52 vote in favour of the resolution plan (ii) Who voted in 23,670.56 23,670.56 1,358.69 favour of the resolution plan Sub-total 35,314.87 35,314.87 2,027.21 2. Unsecured Creditors not having NIL NIL NIL Financial a right to vote under Creditor sub-section (2) of section 21 Other than (a) - - -above: Who did not vote in NIL NIL NIL favour of the resolution plan (ii) Who voted in 16,503.98 16,503.98 947.79 favour of the resolution plan Sub-total 16503.98 16503.98 947.79 3. Operational (a) Related party NIL NIL NIL Creditors of Corporate Debtor (b) Other than (a) - - -above

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Amount Amount of Claim provided Sl. Category of Sub-Category of Claim Admitted in the No. Creditor Stakeholders (Amount in (Amount in Plan Lakh) Lakh) (Amount in Lakh) (i) Government 79.92 79.92 4.60 (ii) Workmen (iii) Employees - - - (iv) Suppliers 210.71 210.71 5.40 Sub-total 290.63 290.63 10.00 4. Other debts CIRP Cost - - 100.00 and dues 5. Contingencies OC-SD in line with - - 10.00 SC matter Grand Total – (1+2+3+4+5) 52,109.48 52,109.48 3095.00

7. Synopsis of mandatory Provisions / Sections / Regulations and their compliance are as under: Sl. Provisions Requirement Compliance No. established A. For Resolution Applicant 1) 25(2)(h) The Resolution Applicant Yes. must meet the criteria approved by the CoC having regarding to the complexity and scale of operations of business of the CD. 2) Section 29A The Resolution Applicant Yes, Appendix 10 must be eligible to submit resolution plan. 3) Section 30 (1) The Resolution Applicant Yes, Appendix 10 must submit an affidavit

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl. Provisions Requirement Compliance No. established stating that it is eligible. B. For Resolution Plan 1. Section 30 The Resolution Plan must Yes, Clause 5.5 of the (2)(a) provide for the payment of Resolution Plan CIRP costs. 2. Section 30 (2) The Resolution Plan must Yes, Clause 5.7 of the (b) provide for the payment to Resolution Plan the Operational Creditors. 3. Section 30 The Resolution Plan Must Yes, Clause 5.8 of the (2)(c ) provide for the payment to Resolution Plan the Financial Creditors who did not vote in favour of the Resolution Plan. 4. Section 30 (2) The Resolution Plan must Yes, Clause 7.4.3 of (d) provide for the the Resolution Plan management of the affairs of the corporate debtor. 5. Section 30 (2) The Resolution Plan must Yes, Clause 6 & 7.5 of (e ) provide for the the Resolution Plan implementation and supervision of the resolution plan. 6. Section 30 (2) The Resolution Plan Yes, Clause 2.5 of the (f) should not contravene Resolution Plan any of the provisions of the law for the time being In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl.

Provisions Requirement Compliance No. established in force. 7. Section 30 (4) The Resolution Plan is Yes, refer Evaluation (a) feasible and viable, matrix – 9th CoC according to the CoC. Meeting 8. Section 30 (4) The Resolution Plan has Yes, the same has (b) been approved by the CoC been passed by CoC with 66% voting share. with 77.53% voting. 9. Section 31(1) The Resolution Plan must Yes, Clause 6 & 7.5 of provide provisions for its the Resolution Plan effective implementation plan, according to the CoC. 10. Regulation 38 The amount due to the Yes, Clause 5.2 & 5.7 (1) operational creditors of the Resolution Plan under the resolution plan has been given priority in payment over financial creditors. 11. Regulation The resolution plan Yes, Clause 5 of the 38(1A) includes a statement as to Resolution Plan how it has dealt with the interest of all stakeholders. 12. Regulation (i) Whether the The RA has declared 38(1B) Resolution Applicant that it has never or any of its related failed in parties has failed to implementation in In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl.

Provisions Requirement Compliance No. established implement or any Resolution Plan. contributed to the failure of implementation of any resolution plan approved under the Code.

(ii) If, so whether the Resolution Applicant N.A. has submitted the statement giving details of such non-implementation? 13. Regulation 38 The Resolution Plan must Yes, Clause 7 of the (2)(a) provide for the term of the Resolution Plan. plan and its implementation schedule. 14. Regulation 38 The Resolution Plan must Yes, Clause 7 of the (2)(b) provide for the Resolution Plan. management and control of the business of the corporate debtor during its term. 15. Regulation 38 The Resolution Plan must Yes, Clause 7 of the (2)(c ) have adequate means of Resolution Plan. supervising its implementation provision.

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl. Provisions Requirement Compliance No. established 16. Regulation 38 The Resolution Plan Yes, Clause 4.1 & (3)(a) should demonstrate that Clause 7 of the it addresses the cause of Resolution Plan default. 17. Regulation 38 The Resolution Plan Yes, Clause 4.1 & (3)(b) should demonstrate that Clause 7 of the it is feasible and viable. Resolution Plan 18. Regulation 38 The Resolution Plan must Yes, Clause 4.1 & (3)(c ) demonstrate that it has Clause 7 of the provisions for its effective Resolution Plan implementation. 19. Regulation 38 The Resolution Plan must Yes, Clause 4.1 & (3)(d) demonstrate that it has Clause 7 of the provisions for approvals Resolution Plan required and the timeline for the same. 20. Regulation 38 The Resolution Plan must Yes, Clause 4.1 & (3)(e ) demonstrate that the Clause 7 of the resolution Applicant has Resolution Plan the capability to implement the Resolution Plan. C. For Resolution Professional 21. Regulation 39 The Resolution NA (2) Professional should file applications in respect of transactions observed,

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl. Provisions Requirement Compliance No. established found or determined by him. 22. Regulations 39 The Resolution Yes. RTGS in CD’s (4) Professional must provide Account of IRN 619 details of performance Lakhs on 19th security received, as November, 2022 referred to in sub-regulation (4A) of regulation 36B.

8. The approvals, waivers and extinguishments sought by the Resolution Applicant from this Adjudicating Authority are enumerated below for successful implementation of the Resolution Plan: Sl. Referred Reliefs & Concessions sought Our inference Status No. Clause for 1) 9.1.1 Under the Companies Act, 2013, As far as Granted in various actions which are meetings of accordance proposed to be undertaken shareholders with law. pursuant to this Resolution Plan, for the issue such as: (i) issuance and of such new allotment of the Equity Shares to equity shares the Resolution Applicant; and (ii) and for the Issuance and allotment of cancellation of shares to the Financial Creditors existing equity towards unsustainable debts and shares of the (iii) subsequent Capital Reduction corporate would require approval of the debtor are shareholders of the Corporate concerned,

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl. Referred Reliefs & Concessions sought Our inference Status No. Clause for Debtor Company. approval to the Resolution Plan accorded However, as per explanation to by this Section 30(2) of the Insolvency Adjudicating and Bankruptcy Code, 2016, it Authority has been clarified that "if any shall be approval of shareholders is deemed to be required under the Companies requisite Act, 2013(18 of 2013) or any other approval for law for the time being in force for all such the implementation of actions meetings or under the resolution plan, such dispensation approval shall be deemed to have from been given and it shall not be a conducting contravention of that Act or law." meetings of shareholders only in The purpose of the explanation to accordance section 30(2) of the Code is to with law and prevent shareholders of a upon company under the CIRP from compliances obstructing the implementation of of all a resolution plan which was duly regulatory approved by the Adjudicating compliances Authority under the provisions of such as filing the Code. with the RoC and relevant authorities, Accordingly, the requirement of In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl. Referred Reliefs & Concessions sought Our inference Status No. Clause for procuring approval of the payment of shareholders of the Company has filing fees on been dispensed with for any of the documents actions proposed to be etc. undertaken pursuant to this Resolution Plan.

2) 9.1.2 Income Tax and Statutory Reliefs: 3) 9.1.2.1 The requirement of obtaining a no All regulatory Not objection certificate under section compliances Granted 281 of the Income-tax Act, 1961 and, the and provisions of taking over its payment of predecessor's Tax liability under filing fees on section 170 of the Income-tax Act, documents 1961 shall not be applicable. etc. will have Similarly, any requirements to to be complied obtain waivers from any Tax with. The authorities including in terms of authorities section 79 and section 115JB of cannot be the Income-tax Act, 1961, is expected to deemed to have been granted grant suo upon approval of this Resolution moto approval Plan and with effect from the for such Approval Date. activities without the forms being filed or necessary

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl. Referred Reliefs & Concessions sought Our inference Status No. Clause for compliances being done on behalf of the corporate debtor. 4) 9.1.2.2 The change in the shareholding of The relief Allowed in the Corporate Debtor pursuant to shall be dealt accordance this Resolution Plan approved by with as per with the Adjudicating Authority shall the provisions applicable not result in lapse of any losses of of the laws. the Corporate Debtor that are Resolution brought forward under the Plan subject provisions of section 79 read with to the section 2(18) Income-tax Act, applicable 1961. Furthermore, the scheme of laws. merger and amalgamation as proposed shall not result in lapse of any losses of the Corporate Debtor that are brought forward under the provisions of section 79 read with section 2(18) Income-tax Act, 1961. 5) 9.1.2.3 The Central Board of Excise and This is not the Not Customs to not to void the appropriate Granted. transactions contemplated under forum to Approach the Resolution Plan (including a consider. the potential sale of Assets) under Appropriate section 81 of the Central Goods Forum /

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl. Referred Reliefs & Concessions sought Our inference Status No. Clause for and Service Tax Act, 2017 and not Authority to impose any subsequent liability for the on the Resolution Applicant same. and/or the Corporate Debtor. 6) 9.1.2.4 The losses already lapsed / not The relief Allowed in lapsed, as shown in the books of shall be dealt accordance accounts as on the date of with as per with approval of the Resolution Plan the provisions applicable shall be allowed to be carried of the laws. forward for a period of eight (8) Resolution Assessment Years from the Plan subject Financial Year relevant to the to the Assessment Year in which applicable Resolution Plan is approved. laws. 7) 9.1.2.5 Act as necessary directions to All regulatory Not Central Board of Direct Taxes: compliances Granted. and the i) For exemption from the payment of provisions of Income Tax Act, filing fees etc. 1961, including but not limiting to will have to be the provisions of Minimum complied with.

Alternate Tax, arising as a result of giving effect to the Resolution Plan, including write-back of liabilities. ii) For Claim set-off of the entire Minimum Alternate Tax (MAT) credit as available to the Corporate Debtor, against the In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl. Referred Reliefs & Concessions sought Our inference Status No. Clause for normal income-tax as would be payable by the Corporate Debtor post the Approval Date, i.e. no normal taxation should be applicable until the MAT credit is adjusted/utilized in full. 8) 9.1.2.6 There arising no liability of the Whatever the Granted in Resolution Applicant in respect of immunity is accordance any reassessment, reopening, granted with law. revision, review or other strictly under proceedings under the Income-tax Section 32A of Act, 1961, or any other law or the I&B Code. statute for any period prior to the Effective Date. 9) 9.1.2.7 All Relevant Authorities (including The law laid Granted in RBI) to waive and close matters down in accordance and not to raise any fresh Ghanashyam with law. assessment/demand pertaining to Mishra (Infra), any and all non-that once a compliances/defaults/dues of the resolution Corporate Debtor prior to the Plan is duly Effective Date, including but not approved by limited to those relating to Income the Tax, Service Tax, Goods and Adjudicating Service Tax, Customs and Excise Authority Act, Foreign Exchange under Section Management Act, Prevention of 31(1), the Money Laundering Act, Tax/Value claims as In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl.

Referred Reliefs & Concessions sought Our inference Status No. Clause for Added Tax Acts of the relevant provided in State or the Central Government, the Resolution Real Estate Regulatory Act of the Plan shall relevant States or the Central stand frozen Government). All penalties, and will be liabilities and claims by whatever binding on the name called, shall in relation to corporate the aforesaid non-debtor and its compliances/demand/defaults/ employees, dues shall stand extinguished members, permanently. including Government or any local authority, guarantors and other stakeholders. On the date of approval of resolution plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl. Referred Reliefs & Concessions sought Our inference Status No. Clause for extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan. 10) 9.1.2.8 All Governmental Authorities This is for the Not (including but not limited to relevant and / Granted. Income Tax Authority, Service tax or appropriate We suggest Department, VAT Department and authority to to approach GST Department) to waive the consider, and the non-compliances of the Corporate not in the appropriate Debtor or further claims of the nature of a forum / Governmental Authorities on the waiver, Authority. Corporate Debtor arising out of or concession or in relation to the past claims, relief to be and/or actions, deed/s or thing/s granted by prior to the Insolvency this Commencement Date. Adjudicating Authority. 11) 9.1.3 That all the assets of the The law laid Granted corporate debtor including but not down in strictly in limited to the current assets, Ghanashyam accordance

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl. Referred Reliefs & Concessions sought Our inference Status No. Clause for bank balances and fixed deposits Mishra (Infra), with law to will vest to the benefit of the shall be the extant Corporate Debtor and under applicable. permissible. control of the Resolution Applicant. Any attachment and/or freezing order against the assets of the Corporate Debtor by any authority, including but not limited to IT, GST will stand vacated and the Corporate Debtor will be free to use the assets to it benefits to ensure that the unit continues to be a going concern. 12) 9.1.4 On the date of Adjudicating This is for the Not Authority order approving, the relevant and / Granted. resolution plan, all or appropriate We suggest Encumbrances, Security Interest, authority to to approach liens and/or attachments consider, and the (including pursuant to applicable not in the appropriate law) created or suffered to exist nature of a forum / over the assets of the Corporate waiver, Authority. debtor, whether by contract or by concession or Applicable law shall be allowed to relief to be exist only to the extent of the granted by balance amount as contemplated this in the resolution plan due to the Adjudicating creditors and commenced by any Authority. person over any assets of the Corporate debtors or over any

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl. Referred Reliefs & Concessions sought Our inference Status No. Clause for securities of the corporate debtors shall stand irrevocably released and reversed upon full and final settlement of the dues of the secured financial creditors as contemplated in the resolution plan without the requirement of any further deed or actions on part of the Resolution Applicant

13) 9.1.5 The approval of resolution Plan by As far as Granted in Adjudicating Authority shall meetings of accordance constitute adequate and final shareholders with law. approval of the Adjudicating for the issue Authority for: (a) cancellation of of such new the share capital of the Corporate equity shares Debtor (as may be agreed upon) and for including the shares issued on cancellation of conversion of unsustainable debt existing equity to the Financial Debtors in terms shares of the of section 66 and other provisions corporate of the Companies Act, 2013 and debtor are other Applicable Law without any concerned, compliance of any provisions of approval to the Act which shall stand the Resolution exempted without any further Plan accorded actions on part of any Party; (b)for by this issuance of new Equity Adjudicating

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl. Referred Reliefs & Concessions sought Our inference Status No. Clause for Shares/preference shares and/or Authority convertible securities as may be shall be considered appropriate to issue in deemed to be terms of the Section 42 and requisite Section 62(1)(c) of the Companies approval for Act, 2013 and other Applicable all such Law and accordingly; and (c) the meetings or amount infused by the Resolution dispensation Applicant in the Corporate Debtor from for payment of dues of financial conducting creditors as per this Resolution meetings of Plan shall not be termed as shareholders deposits under section 73 to 76 of only in the Companies Act, 2013 and the accordance rules made thereunder, shall be with law and effective without following the upon provisions of the Companies Act, compliances 2013, and that no approval/ of all consent shall be necessary from regulatory any other Person in relation to compliances any of these actions including such as filing under any agreement, the with the RoC constitution documents of the and relevant Corporate Debtor or any authorities, Applicable Law. payment of filing fees on documents etc.

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl. Referred Reliefs & Concessions sought Our inference Status No. Clause for 14) 9.1.6 The Resolution Applicant (and its The law laid Granted in Affiliates) and any future buyers down in accordance of the Assets of the Corporate Ghanashyam with law. Debtor shall not be liable, in any Mishra (Infra), way, for any criminal proceedings shall be or actions that have been initiated applicable. against the Corporate Debtor or its existing or former promoters, shareholder or directors, employees, officers, at any point of time, before or after the Approval Date. 15) 9.1.7 The Department of Registration All regulatory Not and Stamps and any other compliance Granted. relevant authorities of State and the Governments where the Corporate payment fees Debtor or the Resolution etc. will have Applicant carries on its business to be complied and operations or where its Assets with. are located, shall exempt the Resolution Applicant and the Corporate Debtor from the levy of stamp duty and fees, applicable in relation to this Resolution Plan and its implementation, including issuance of Equity Shares as provided in this Resolution Plan.

16) 9.1.8 All creditors (including but not The law laid Granted in In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl. Referred Reliefs & Concessions sought Our inference Status No. Clause for limited to the Financial Creditors down in accordance and other Operational Creditors) Ghanashyam with law. of the Corporate Debtor shall Mishra (Infra), withdraw all legal proceedings shall be commenced against the Corporate applicable. Debtor in relation to Claims, In respect of including proceedings commenced withdrawal of against the Corporate Debtor litigation, the under Securitization and concerned Reconstruction of Financial authority to Assets and Enforcement of whom the Security Interest Act, 2002 and litigations Recovery of Debt and Bankruptcy have been Act, 1993 within a period of preferred to, 90(ninety) days of the Approval may deal with Date, and in the meanwhile the the same creditors shall not pursue the keeping in legal and other actions taken by view of the any and/or all of them against the sprit of the Corporate Debtor.

I&B Code and Companies Act, 2013. 17) 9.1.9 For the purpose of consolidation Whatever the Granted in of the books of the Corporate immunity is accordance Debtor with Resolution Applicant, granted with law. the Effective Date shall be treated strictly under as the date on which Corporate Section 32A of Debtor shall issue its equity the I&B Code.

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl. Referred Reliefs & Concessions sought Our inference Status No. Clause for shares to the Resolution Applicant against full payment to the Financial Creditors in terms of this Resolution Plan, which eventually results in takeover of the Corporate Debtor by the Resolution Applicant on that day. 18) 9.1.10 The Adjudicating Authority be This is for the Not pleased to direct all relevant relevant and / Granted. government authorities to or appropriate We suggest provide/extend to the Corporate authority to to approach Debtor all licenses, permits and consider, and the approvals required by the not in the appropriate Resolution Applicants for nature of a forum / implementation of the terms of waiver, Authority. this Resolution Plan and for an concession or efficient functioning of the relief to be business of the Corporate Debtor. granted by Further, all licenses and permits this required by the Corporate Debtor Adjudicating shall be continued to be made Authority. available to the Corporate Debtor. 19) 9.1.11 That the Concerned Registrar of All regulatory Not Companies do waive off the Fees compliance Granted. as may be payable in course of and the implementation of the Resolution payment fees Plan including but not limiting to etc. will have Fees and charges payable for to be complied

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Sl. Referred Reliefs & Concessions sought Our inference Status No. Clause for increase in the Authorized Capital with. of the Corporate debtor in course of allotment of shares to Financial Creditors for the unsustainable Debts and also increase in authorized capital as may be required in course of equity infusion by the Resolution Applicant. 20) 9.1.12 The change in ownership of the Whatever the Granted in Corporate Debtor shall not be immunity is accordance construed as a breach of legal granted with law. obligation or as an event of strictly under default by any government/ Section 32A of statutory authority and the same the I&B Code. shall not be used as a reason for non-grant/denial of extension of any no objection/permission/license as was granted to or is required to be granted to the Corporate Debtor, as the case may be.

9. A bare perusal of the extracts / excerpts from the Plan establishes that the Resolution Plan has been approved with 77.53% voting share. As per the CoC, the plan meets the requirement of being viable and feasible for revival of the Corporate Debtor. By and large, all the compliances have been done by the RP and the Resolution Applicant for making the plan effective after its approval.

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 10. On perusal of the documents on record, supported by an affidavit of the Resolution Professional, we accord our satisfaction that the Resolution Plan as approved by the CoC, is in accordance with sections 30 and 31 of the IBC and also complies with regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, as enumerated supra. 11. We have also perused the reliefs, waivers and concessions as sought and as given in Paragraph 9 at page 43 to 47 of the Resolution Plan of the Resolution Plan. While some of the reliefs, waivers and concessions sought by the Resolution Applicant come within the purview of the Code, many others fall under the power and jurisdiction of different government authorities/departments. This Adjudicating Authority has power to grant reliefs, waivers and concessions only with respect to the reliefs, waivers and concessions that are directly in relation to the Code and the Companies Act 2013 (within the powers of the NCLT), and these are granted keeping in mind the object of the Code. No reliefs, waivers and concessions that fall within the domain of other government department/authorities, are granted. However, The reliefs, waivers and concessions that pertain to other governmental authorities/departments may be dealt with the respective competent authorities/forums/offices, Government or Semi Government of the State or Central Government with regard to the respective reliefs, waivers and concessions whenever sought for. 12. It is almost trite and fairly well settled that the Resolution Plan must be consistent with the extant law. The Resolution Applicant shall make necessary applications to the concerned regulatory or statutory authorities for renewal of business permits and supply of essential services, if required, and all necessary forms along with filing fees etc. and such authority shall also consider the same keeping in mind the objectives of the Code, which is essentially the resolving of the insolvency of the Corporate Debtor.

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 13. The reliefs sought with respect to subsisting contracts/agreements can be granted, and no blanket orders can be granted in the absence of the parties to the contracts and agreements. 14. With respect to the waivers with regard to extinguishment of claims which arose Pre-CIRP and which have not been claimed are granted in terms of Ghanashyam Mishra and Sons Private Limited vs. Edelweiss Asset Reconstruction Company Limited reported in MANU/SC/0273/2021: (2021)9SCC657: [2021]13SCR737, wherein the Hon’ble Apex Court has held that “once a resolution plan is duly approved by the Adjudicating Authority under sub-section (1) of section 31, the claims as provided in the resolution plan shall stand frozen and will be binding on the Corporate Debtor and its employees, members, creditors, including the Central Govt., any State Govt. or any local authority, guarantors and other stakeholders…” 15. In this regard we also rely on the judgement of Hon’ble High Court of Rajasthan in the matter of EMC v. State of Rajasthan, Civil Writ Petition No. 6048/2020 with 6204/2020 reported in (2023) ibclaw.in 42 HC wherein it has been inter-alia held that “Law is well-settled that with the finalization of insolvency resolution plan and the approval thereof by the NCLT, all dues of creditors, Corporate, Statutory and others stand extinguished and no demand can be raised for the period prior to the specified date.” Thus on the date of approval of resolution plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan as per the law laid down by the Hon’ble Supreme Court in Ghanashyam Mishra (supra).

The Hon’ble Supreme Court also held that all the dues including the statutory dues owed to the Central Govt, any State Govt or any local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 Adjudicating Authority grants its approval under section 31 could be continued. 16. With respect to the waivers sought in relation to guarantors, we seek to place reliance on the judgment of Lalit Kumar Jain v. Union of India reported in MANU/SC/0352/2021: (2021) 9 SCC 321: (2021) ibclaw.in 61 SC, wherein the Hon’ble Apex Court held in para 133 that sanction of a resolution plan and finality imparted to it by section 31 does not per se operate as a discharge of the guarantor’s liability shall apply. 17. With respect to the reliefs and waivers sought for all inquiries, litigations, investigations and proceedings shall be granted strictly as per the section 32A of the Code and the provisions of the law as may be applicable.

18. As far as the question of granting time to comply with the statutory obligations/seeking sanctions from governmental authorities is concerned, the Resolution Applicant is directed to do the same within one year as prescribed under section 31(4) of the Code. 19. In case of non-compliance of this order or withdrawal of Resolution Plan, the CoC shall have the right to forfeit the EMD amount already paid by the Resolution Applicant. 20. Subject to the observations made in this Order, the Resolution Plan in question is hereby APPROVED by this Bench. The Resolution Plan shall form part of this Order. 21. The Resolution Plan is binding on the Corporate Debtor and other stakeholders involved so that revival of the Debtor Company shall come into force with immediate effect. 22. The Moratorium imposed under section 14 shall cease to have effect from the date of this order. 23. 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 to the Resolution Applicant or New Promoters.

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019 24. Certified copy of this Order be issued on demand to the concerned parties, upon due compliance. 25. Liberty is hereby granted for moving any Application if required in connection with implementation of this Resolution Plan. 26. A copy of this Order is to be submitted in the Office of the Registrar of Companies, West Bengal. 27. The Resolution Professional shall stand discharged from his duties with effect from the date of this Order. 28. The Resolution Professional is further directed to handover all records, premises/factories/documents to the Resolution Applicant to finalise the further line of action required for starting of 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 of the operation. 29. The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Ld. Counsel for information and for taking necessary steps. 30. The Interlocutory Application being IA (IB) No. 1524/ (KB) /2022 along with main Company Petition vide CP(IB)No.149/(KB)/2019 shall stand disposed of accordingly. 31. Certified copy of this order may be issued, if applied for, upon compliance of all requisite formalities.

Balraj Joshi Bidisha Banerjee, Member (Technical) Member (Judicial)

Signed on this, the 05th day of September, 2024

In theNational Company Law Tribunal Division Bench, (Court-I),Kolkata IA(IB) No. 1524/ (KB) /2022 In CP(IB) No. 149/( KB) /2019

M. Jana(P.S.)