Approval of Resolution Plan - Power Max(India) Pvt. Ltd.

National Company Law Tribunal17 May 2024

CitationI.A. (IB) (Plan) No. 2-KB-2024 in Company Petition No. 104-KB-2022

Ratio decidendi

The rule this decision rests on

The Adjudicating Authority, in approving a resolution plan under Sections 30(6) and 31(1) of the Code, must be satisfied that the plan complies with Sections 30 and 31 and Regulations 38 and 39; it does not interfere with the commercial wisdom of the Committee of Creditors on viability or feasibility, which lies within the CoC's domain. Upon approval under Section 31, claims not provided for in the resolution plan stand extinguished, and no person may initiate or continue proceedings in respect of such claims, so that the successful resolution applicant takes the corporate debtor on a fresh slate; statutory dues of the Central or State Government or a local authority not included in the plan are likewise extinguished for the period before approval. Approval of a resolution plan does not by itself discharge the liability of a personal guarantor; the effect on guarantees depends on the terms of the guarantee. Relief under Section 32A is confined to the corporate debtor's liability for offences committed before the commencement of the CIRP and does not extend to persons responsible for the conduct of the company's business, who remain liable to prosecution for such offences. Reliefs, waivers and concessions that fall within the Code or the Companies Act may be granted by the Adjudicating Authority, whereas those falling within the jurisdiction of other governmental authorities must be sought from the competent authorities; a resolution plan must be consistent with extant law, and the Adjudicating Authority will not grant blanket orders affecting non-parties to subsisting contracts. Where the resolution professional has not examined avoidance transactions over a sufficient look-back period, the approval of the plan does not bar a direction requiring the resolution professional to examine further financial records and report to the CoC on whether avoidance transactions exist, the duty to determine such transactions resting on the resolution professional.

Written by Miss Lucy from the judgment below, not taken from a headnote.

Judgment

As delivered

IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 An application under Section 30(6) and 31(1) of the Insolvency and Bankruptcy Code, 2016 read with Regulation 39(4) of IBBI (Insolvency Regulations Process of Corporate Persons) Regulations, 2016 for approval of the Resolution Plan.

IN THE MATTER OF: POWER MAX (INDIA) PVT. LTD … Corporate Applicant. And IN THE MATTER OF: RACHNA JHUNJHUNWALA, RESOLUTION PROFESSIONAL OF POWER MAX (INDIA) PVT. LTD. … Applicant. Date of Pronouncement: May 17, 2024. CORAM: SMT. BIDISHA BANERJEE, HON’BLE MEMBER (JUDICIAL) SHRI D. ARVIND, HON’BLE MEMBER (TECHNICAL) Appearance: For the Resolution Professional: Mr. Shaunak Mitra, Adv. Mr. Pranay Agarwal, Adv. Ms. Ankita Baid, Adv. Ms. Sweta Majumdar, Adv. Table of Contents Prologue ........................................................................................3 Particulars of Corporate Debtor ....................................................4 Initiation of Corporate Insolvency Resolution Process (CIRP) .........4 Public Announcement ....................................................................4 Constitution of CoC .......................................................................5

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 Appointment of Registered Valuers ................................................6 Collation of Claims ........................................................................6 Corporate Insolvency Resolution Process and Compliance .............7 Evolution and Voting .....................................................................8 Compliance of the Resolution Plan submitted by the SRA with various provisions. ...................................................................... 11 Details of the Resolution Plan and/or Payment Schedule ............ 22 The Gratuity Payable to the Employees of the Corporate Debtor. 28 Supervision, Monitoring and Implementation of the Resolution Plan Reliefs And Concessions sought by Resolution Applicant ............. 31 Our Inference ............................................................................... 31 On the Conduct of CoC: ............................................................. 31 On the Statutory Obligations or Seeking Approvals from the Authorities: ............................................................................... 32 On the Reliefs, Waivers and Concessions: .................................. 32 On the Extinguishment of Claims: ............................................. 35 On Guarantors: .......................................................................... 38 On Inquiries, Litigations, Investigations, and Proceedings: ........ 38 On the PUFE Transactions: ....................................................... 69

O R D E R

Per: D. Arvind, Member (Technical) 1. The Court congregated through a blended mode.

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 2. We have the Learned Counsels Mr. Shaunak Mitra along with Mr. Pranay Agarwal, Ms. Ankita Baid, and Ms. Sweta Majumdar appearing on behalf of the Resolution Professional.

Prologue 3. The instant application is filed under Sections 30(6) and 31(1) of the Insolvency and Bankruptcy Code, 2016, for brevity “I&B Code” read with Regulation 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations 2016, for brevity “CIRP Regulations” by the Resolution Professional of Power Max (India) Private Limited (Corporate Applicant) - Mrs. Rachna Jhunjhunwala (having Registration no, IBBI/IPA-001/IP-P00389/2017- 18/10707), hereinafter referred to as “Applicant”.

4. The Learned Counsel Mr. Shaunak Mitra, Adv. for the Applicant would submit that the Committee of Creditors (for brevity “CoC”) in its 9th meeting convened on 27.12.2023 and e-voting conducted from 29.12.2023 to 02.02.2024, has approved the Resolution Plan dated 26.12.2023 submitted by M/s. Shyam Enterprises in the matter of Power Max (India) Pvt. Ltd. with 100% voting share and subsequently, M/s. Shyam Enterprises has been unanimously declared as a Successful Resolution Applicant (for brevity “SRA”). The copy of the Resolution Plan of M/s. Shyam Enterprises as approved by the CoC is annexed at pages 333-419 as Annexure “O” to the application.

5. The Resolution Professional issued a Letter of Intent (for brevity “LoI”) on 02.02.2024 and the SRA unconditionally accepted the same. The Copy of the LoI dated 02.02.2024 with remarks of acknowledgement

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 and acceptance of the SRA, indicating its unconditional acceptance of the Lol, is annexed at Pages 422-430, as Annexure “P”.

Particulars of Corporate Debtor 6. Power Max (India) Pvt. Ltd having Corporate Identification Number U31403WB1984PTC037436 a company incorporated under the provision of the Companies Act, 1956 having its registered office at Stephen Court, 18A Park Street, 5th Floor, Flat No-5J, lift No-3, Kolkata- 700071 in state of West Bengal as approved by the Ministry of Corporate Affairs.

Initiation of Corporate Insolvency Resolution Process (CIRP) 7. C.P. (IB) No. 104/KB/2022 was filed by the Corporate Applicant, under section 10 of the Insolvency and Bankruptcy Code, 2016 for initiating CIRP of Power Max (India) Pvt. Ltd. (Corporate Applicant). Vide an order dated 01.05.2023, this Adjudicating Authority admitted the petition and initiated CIRP in respect of the Corporate Applicant and Mr. Tarun Kumar Ray was appointed as an Interim Resolution Professional.

8. Later, The CoC replaced Mr. Tarun Kumar Ray with Mrs. Rachna Jhunjhunwala (Applicant) as the Resolution Professional (hereinafter referred to as “RP”) and the Adjudicating Authority allowed the same on 14.07.2023.

Public Announcement 9. That, a public announcement was made in “Form A” in terms of Regulation 6(1) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Debtor Regulations, 2016

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 (hereinafter referred to as “CIRP Regulations”) for inviting claims from the creditors in specified forms prescribed by Insolvency and Bankruptcy Board of India (hereinafter referred to as “IBBI”) on May 04, 2023.

Constitution of CoC 10. The applicant in terms of Section 15(1)(c) of the I&B Code read with Regulation 12(1) of the CIRP Regulations, 2016 fixed the last date for submission of claims on 15.05.2023 and in terms of Regulation 13(1) of the CIRP Regulations, verified the claims within 7 days from the receipt of the claim, i.e., on 22.05.2023 and constitution of the Committee of Creditors.

11. It is submitted that under Regulation 17(1) of the CIRP Regulations, 2016, The Resolution Professional constituted the Committee of Creditors (CoC) on 27.05.2023 with only one member being Financial Creditors namely, Indian Bank, having 100% of the voting share in the CoC. Further, under Section 22(1) of the I&B Code read with Regulation 17(2) of the CIRP Regulations, 2016, the first meeting of the CoC was convened on 30.05.2023.

12. It is submitted that a total of 10 meetings have been conducted. In the 9th CoC meeting convened on 27.12.2023, two resolution plans received by the RP were evaluated as per the evaluation matrix and put for voting. In 10th CoC meeting convened on 10.01.2023, the sole CoC member resolved to extend the CIRP period by 30 days for concluding voting and on 02.02.2024, the e-voting was concluded, and the resolution plan of M/s. Shyam Enterprises was approved by 100% voting shares.

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 Appointment of Registered Valuers 13. In terms of Regulation 27 of the CIRP Regulations, the RP appointed two Registered Valuers on 06.06.2023. The average Fair value and the Liquidation value of the Company obtained from the appointed Registered Valuers are as follows:

a. Fair Value: Rs. 6,44,23,519/-. b. Liquidation value: Rs. 4,08,37,419/-.

Collation of Claims 14. The Learned Counsel for the RP has submitted the list of creditors as on 25.102.2023 along with the amount claimed and admitted/verified, reproduced hereunder:

List of Secured Financial Creditors as on 25.10.2023: SN Name of Amount Amount %Age of voting the claimed Admitted share in CoC Creditors 1. Indian Rs. Rs. 100 Bank 43,08,27,889/- 43,08,27,889/-

List of the Operational Creditors as on 25.10.2023: SN Category of Creditors Amount Amount Claimed Admitted 1. Employees Rs. 24,17,579/- Rs. 18,23,301/- 2. Government Dues Rs. Rs. 2,01,55,825/- 18,73,83,178/-

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 3. Other than Workmen, Rs. Rs. 3,09,58,374/- Employees and 4,01,70,519/- Government Dues

Corporate Insolvency Resolution Process and Compliance 15. It is submitted that in terms of Regulation 36A of the CIRP Regulations, 2016, Form G inviting the Expression of Interest (EoI) was published in newspapers on 07.07.2023 but till the last date to submit EoI, no EoI was received. Meanwhile, the sole CoC member, Indian Bank, filed IA 1193/KB/2023 for replacing the IRP with the Applicant herein as the RP. The said I.A. was allowed by this Adjudicating Authority on 14.07.2023.

16. Further, it is submitted that Applicant herein published a second Form G on 05.08.2023 in newspapers where the last date of submission of EoI was on 21.08.2023 which was further extended till 28.08.2023. Copies of ‘Form G’ as published in the newspapers are annexed at Pages 43-46 as Annexure “E” to the application. Till such date, 6 EoIs were received. The Provisional List of the Resolution Applicants was prepared on 07.09.2023 and the Final List of the Resolution Applicants was submitted on 19.09.2023.

17. Further, it is contended that in terms of Regulation 36(1) of the CIRP Regulations, 2016, the Information Memorandum (IM) was submitted before the CoC on 03.08.2023. Further, in terms of Regulation 36B of the CIRP Regulations, the RP issued the Request for Resolution Plan (RFRP) which includes the Evaluation Matrix and Information Memorandum to the Resolution Applicant on 12.09.2023.

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022

18. The Learned Counsel for the Applicant would submit that the last date for submitting the Resolution Plan was fixed on 12.10.2023. The Prospective Resolution Applicants (PRAs) vide email dated 11.10.2023 requested to extend the time for submission of the plan by 15 days, which was approved by the CoC on 12.10.2023 and the last date for submission of the plan was fixed on 27.10.2023. Further, two more extensions were approved by the CoC for 30 days and 15 days respectively and finally, the last date for submitting the Resolution Plan was fixed on 07.12.2023.

19. It is submitted that till the last date for submission of the Resolution Plan, two plans were received from M/s. Shyam Enterprises and IPE Projects & Technical Services (P) Ltd. which were unsealed at the 7th CoC meeting convened on 11.12.2023.

Evolution and Voting 20. The Learned Counsel for the RP would submit that at the 7th CoC meeting held on 11.12.2023, two plans as submitted by two Prospective Resolution Applicants, i.e., M/s. Shyam Enterprises and IPE Projects & Technical Services (P) Ltd. were revealed. The CoC requested both the Resolution Applicants to enhance their financial bids. Copy of the minutes of the 7th CoC meeting is annexed at Pages 315-320 as Annexure “J” to the application.

21. Further, it is submitted that after long deliberations and discussions, at the 9th CoC meeting convened on 27.12.2023, the two plans were scored as per the evaluation matrix. The relevant part of the minutes of the 9th CoC meeting regarding the final discussion on the DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 Resolution Plans received from M/s. Shyam Enterprises and IPE Projects & Technical Services Pvt Ltd. is reproduced hereunder:

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022

22. It is further submitted that both plans were kept for e-voting from 29.12.2023 to 02.02.2024. A copy of the minutes of the 9th CoC meeting is annexed at Pages 321-324 as Annexure “K” to the application. The e-voting line was extended till 12.01.2024. The sole Financial Creditor, having a 100% voting share, informed in the 10th CoC meeting held on 10.01.2024, that more time is required for approval of the plan and accordingly, the e-voting was extended till 02.02.2024. A copy of the minutes of the 10th CoC meeting is annexed at Pages 325-328 as Annexure “L” to the application.

23. That, on 02.02.2024, the e-voting was concluded, and the RP received the voting result. The Resolution Plan submitted by M/s. Shyam Enterprises was finally approved by the sole CoC member, Indian Bank with a 100% voting share on 02.02.2024. A copy of the Voting Result is annexed at Page 331 as Annexure “N” to the application is reproduced hereunder:

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022

24. It is further submitted that after the voting outcome, the RP issued a Letter of Intent (LoI) to M/s. Shyam Enterprises, Successful Resolution Applicant (SRA) on 02.02.2024 which was unconditionally accepted by the SRA on 03.02.2024 and the same is annexed at Page 420-423 as Annexure “P” to the Application. Subsequently, M/s. Shyam Enterprises was declared as a Successful Resolution Applicant (SRA).

25. It is further submitted that the SRA vide an email dated 07.02.2024, requested to extend the time for submission of the performance guarantee in terms of RFPR by 5(five) days on account of health issues which was allowed by the CoC on 08.02.2024. The Email communications are annexed at pages 424-429 as Annexure “Q” to the application.

26. The Learned Counsel of the RP would assert that the SRA duly deposited the amount of Rs. 25 Lakh towards the performance guarantee on 11.02.2024 and informed the applicant vide email dated 12.02.2024, annexed at page 430 an Annexure “R” to the Application.

Compliance of the Resolution Plan submitted by the SRA with various provisions. 27. The Applicant has submitted that in terms of Regulation 39(4) of the Insolvency and Bankruptcy Code (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the RP has filed a Compliance Certificate in prescribed form i.e., Form “H”, annexed at pages 460-466 to the Application as Annexure “U”.

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 28. It is submitted that contended that the Successful Resolution Applicant has met the criteria approved by the CoC having regard to the complexity and scale of operations of the business of the Corporate Debtor in terms of Section 25(h)(2) of the I&B Code.

29. Further it is submitted that the Successful Resolution Applicant is eligible to submit a resolution plan in terms of Section 29A of the I&B Code and accordingly, an affidavit has also been furnished by the SRA. The Due Diligence Report concerning Section 29A of the I&B Code prepared by the RP along with the Affidavit furnished by the SRA is annexed at pages 431-455, as Annexure “S”.

30. Further, the Learned Counsel for the Resolution Professional would submit the details of various compliances as envisaged within the I&B Code and the CIRP Regulations to which a Resolution Plan has been adhered to. Further, it is submitted that the Resolution Applicant has submitted its eligibility in terms of Section 30(1) of the I&B Code, 2016.

31. It is further submitted that in terms of Section 30(2) of the I&B Code, 2016, (as amended vide Amendment dated August 16, 2019) the Resolution Plan, submitted by M/s. Shyam Enterprises (SRA) provides the compliance as under:

Submission of the Resolution Plan in terms of the Provisions of the I&B Code, 2016. Section Whether the Resolution Yes 25(2)(h) Applicant meets the criteria approved by the CoC having regard to the complexity and scale of operations of business of the CD?

Section 29A Whether the Resolution Yes Applicant is eligible to submit resolution plan as per final list of Resolution Professional or Order, if any, of the Adjudicating Authority?

Section Whether the Resolution Yes 30(1) Applicant has submitted an affidavit stating that it is eligible?

Section Whether the Resolution 30(2) Plan- (a) provides for the Clause 5.5 Yes payment of insolvency (Page 39) and resolution process costs? 6.3.2 (Page 42).

(b) provides for the Clause 6.3.3 Yes payment to the (Page 43) operational creditors?

(c) provides for the Clause 6.3.4 Yes payment to the financial (Page 46) creditors who did not vote in favour of the resolution plan?

(d) provides for the Clause 15 Yes management of the affairs (Page 60) and of the corporate debtor?

Part F (Page 65)

(e) provides for the Clause 15 Yes implementation and (Page 60) and supervision of the Part F (Page resolution plan? 65)

(f) contravenes any of No the provisions of the law for the time being in force?]

Section Whether the Resolution 30(4) Plan (a) is feasible and viable, Yes. according to the CoC? [The CoC at its 9th meeting convened on 27.12.2023

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 Section of Requirement with Clause(s) and Compliance the Code / respect to Resolution Relevant (Yes / No) Regulation Plan Pages of No. Resolution Plan at its Agenda 3 have deliberated upon and considered the same. Minutes of 9th CoC is annexed at Page 321- 324 to the application.]

(b) has been approved by Yes. the CoC with 66% voting [The share? Resolution Plan submitted by M/s. Shyam Enterprises

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 Section of Requirement with Clause(s) and Compliance the Code / respect to Resolution Relevant (Yes / No) Regulation Plan Pages of No. Resolution Plan was approved by the CoC, with a 100% voting share on 02.02.2024]

Section Whether the Resolution Yes. 31(1) Plan has provisions for its [The CoC at effective implementation its 9th plan, according to the meeting CoC? convened on 27.12.2023 at its Agenda 3 have deliberated upon and considered the same.]

Mandatory contents of the Resolution Plan in terms of the Regulations of CIRP Regulations, 2016. Regulation Whether the amount due Clause 6.3.3 Yes 38 (1) to the operational (Page 43). creditors under the resolution plan has been given priority in payment over financial creditors?]

Regulation Whether the resolution Clause 5.6 Yes 38(1A) plan includes a statement (Page 39). as to how it has dealt with the interests of all stakeholders?

Regulation (i) Whether the Resolution Clause 19.8 No 38(1B) Applicant or any of its (C)(iv) at Page related parties has failed 74. to implement or contributed to the failure of implementation of any

(ii) If so, whether the Resolution Applicant has submitted the statement giving details of such non-implementation?]

Regulation Whether the Resolution 38(2) Plan provides:

(a) the term of the plan Clause 18 Yes and its implementation (Page 65) schedule?

(b) for the management Clause 15 Yes and control of the (Page 60) business of the corporate debtor during its term?

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 Section of Requirement with Clause(s) and Compliance the Code / respect to Resolution Relevant (Yes / No) Regulation Plan Pages of No. Resolution Plan (c) adequate means for Clause 15 Yes supervising its (Page 60) implementation?

Regulation Whether the resolution 38(3) plan demonstrates that – (a) it addresses the cause Clause 3(a) at Yes of default? Page 23.

(b) it is feasible and Clause 19.8 Yes viable? (C)(x) at Page 74.

Clauses 11 Yes (d) it has provisions for (Page 55) & approvals required and 18.3 (Page the timeline for the same? 65)

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 Section of Requirement with Clause(s) and Compliance the Code / respect to Resolution Relevant (Yes / No) Regulation Plan Pages of No. Resolution Plan (e) the resolution Clause 19.8 Yes applicant has the (Page 70) capability to implement the resolution plan?

39(2) (a) Whether the RP has The RP filed applications in submits respect of transactions that no such observed, found or transactions determined by him? were observed. Regulation (b) Provide details of The RP 39(4) performance security submits received, as referred to in that a sum sub-regulation (4A) of of Rs. 50 regulation 36B.] Lakh has been received.

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 Details of the Resolution Plan and/or Payment Schedule 32. The Learned Counsel for the Applicant herein has submitted that the total plan outlay/ value is of Rs. 5.27 Crore wherein Rs. 4.29 Crore is the resolution amount and Rs. 0.98 Crore will be infused by the SRA as working capital.

33. The Applicant submits that the summary proposal of the Resolution Plan submitted by the SRA, which is in Clause 5.5 at pages 38-39 to the Resolution Plan, is attached hereunder in a tabular form:

SN Nature of Claim Claims Resolution Applicant Number of Debt Received Admitted Proposal days to Amount %Age make the Allocated of total proposed claim payments. amount

1. Secured Rs. 43.08 Rs. 43.08 Rs. 3.82 Crore 8.87% All Financial Crore Crore payments Creditors within a (Unrelated) period of 30 days of 2. Unsecured NIL NIL NIL NA the Financial effective Creditors date. (Others)

3. Operational Rs. 18.73 Rs. 2.01 Rs. 0.03 Crore 1.65% Creditors Crore Crore

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 (Government [It includes Dues) Provident Fund dues of Rs. 73,120/-]

Operational Rs. 4.02 Rs. 3.09 Rs. 0.03 Crore 1.00% Creditors Crore Crore (Other than Employees, Workmen and Govt. dues)

5. Employee Rs. 0.24 Rs. 0.18 Rs. 0.13 Crore 99.00% Dues Crore Crore [It includes the Gratuity amount of Rs. 12,61,211/-]

6. Workmen NIL NIL NIL NA Dues

7. IRP Cost The estimated Cost as Actual unpaid IRP Cost on 30.11.2023 is Rs. shall be paid in priority 0.182 Crore and estimated Rs. 0.28 Crore.

[It is submitted that any amount in excess of Rs.

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 0.28 Crore shall be adjusted from the amount offered to the Secured Financial Creditors and in case actual IRP cost is less than Rs. 0.28 Crore then excess shall be paid to the Secured Financial Creditor]

Total Plan Value Rs. 4.29 NA Crore 8. Working Capital by the Resolution Rs. 0.98 Crore - - Applicant [towards completion of the project over a period of 12 months]

Total Outlay under the Resolution Rs. 5.27 - - Plan submitted by the SRA. Crore

34. As per Form “H” annexed to the application at Pages 460-466, the allocation of the amount as provided for all the stakeholders under the Resolution Plan submitted by the SRA in detail is as under:

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022

35. Further, the details of the Settlement Plan to various creditors which are in Clause 5.6 at pages 39-40 to the Resolution Plan are as under:

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 The Gratuity Payable to the Employees of the Corporate Debtor 36. The Learned Counsel Mr. Shaunak Mitra appearing for the RP during the course of the argument submits that payment of the gratuity payable to the employees of the Corporate Debtor of Rs. 12.60 Lakh as against Rs. 15.99 Lakh shall be provided by way of a Supplementary Affidavit.

37. We have noted that on 28.03.2024, the RP filed a Supplementary Affidavit in compliance with our Order dated 13.03.2024, and stated that:

“a) The total gratuity payable to the employees of CD is 15.99 lakhs (approx.) and Rs. 3.61 lakhs (approx.) of gratuity fund is with LIC. Therefore, the successful resolution applicant, as per the resolution plan, is paying Rs. 12.61 Lakhs (approx.) to the employees of CD. A copy of the calculation of gratuity payable and a chart of the statement of LIC are annexed hereto and marked with the letters “S1” and “S2” respectively.”

38. Further, the RP provides the valuation summary of the Corporate Debtor as under:

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022

39. Further, it is submitted that the transaction auditors were appointed but no preferential, undervalued, fraudulent or extortionate transactions were found during the transaction audit period.

Supervision, Monitoring and Implementation of the Resolution Plan 40. Clause 15 at page 60 to the Resolution Plan deals with the supervision, monitoring and implementation of the Resolution Plan. At Clause 15.1, it is submitted that till all the payments are made, the Monitoring Agency shall be constituted by the RP, as Chairperson, and the COC member and two nominees of the Resolution Applicant may be included in the monitoring agency, to be aware of the operations of the company. However, the CoC and the Resolution Applicant shall have the right to appoint any firm or person as a nominee member of the Monitoring Agency at their own cost. The Monitoring Agency shall manage the Corporate Debtor in trust and manage the day-to-day affairs of the Corporate Debtor under its supervision until the full hand-over of DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 assets of the Corporate Debtor including business records and all statutory records, tax filings, account books and account records are taken into custody by the Resolution Professional under Sections 17 and 18 of the I&B Code read with Sections 23 and 25 of the I&B Code. Upon appointment of the Monitoring Agency, the Resolution Professional shall be released of his statutory duties and responsibilities, however, he shall continue to be liable for the complete handover of all the available records, assets and information.

41. Further, Clause 18.2 at page 65 of the Resolution Plan provides the implementation schedule for this Resolution Plan set out below:

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022

Reliefs And Concessions sought by Resolution Applicant 42. The Successful Resolution Applicant has sought the reliefs, concessions, and approvals in Clause 11 at pages 55-58 to the Resolution Plan.

Our Inference On the Conduct of CoC: 43. Upon hearing, the submission made by the Learned Counsel appearing on behalf of the Resolution Professional of Corporate Debtor herein and perusing the record and/or documents placed before this Adjudicating Authority, we would find that the Resolution dated 26.12.2023 submitted by M/s. Shyam Enterprises, the Successful Resolution Applicant has been approved by the CoC of the Corporate Debtor by 100% voting share on 02.02.2024 and M/s. Shyam Enterprises, is declared as the “Successful Resolution Applicant”. As per the CoC, the plan meets the requirement of being viable and feasible for the revival of the Corporate Debtor. Preponderantly, all the compliances have been done by the Resolution Applicant for making the plan effective after approval by this Adjudicating Authority.

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

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022

45. Upon perusal of the documents on record and/or documents, we are satisfied that the Resolution dated 26.12.2023 submitted by M/s. Shyam Enterprises, the Successful Resolution Applicant, is in accordance with sections 30 and 31 of the I&B Code, 2016 and also complies with regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

On the Statutory Obligations or Seeking Approvals from the Authorities: 46. As far as the question of granting time to comply with the statutory obligations or seeking approvals from authorities is concerned, the Resolution Applicant is directed to do so within one year from the date of this order, as prescribed under section 31(4) of the I&B Code.

On the Reliefs, Waivers and Concessions: 47. We have perused the reliefs, waivers and concessions as sought and as provided in the Resolution Plan. It is evident that some of the reliefs, waivers and concessions sought by the Resolution Applicant come within the ambit of the I&B Code and the Companies Act 2013, while many others fall under the power and jurisdiction of different government authorities/departments. This Adjudicating Authority has the power to grant reliefs, waivers and concessions only concerning the reliefs, waivers and concessions that are directly with the 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

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 concerning the respective reliefs, waivers and concession, whenever sought for. The competent authorities including the Appellate authorities may consider granting such reliefs, waivers and concessions keeping in view the spirit of the I&B Code, 2016 and the Companies Act, 2013.

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

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

“39. If NCLT has been conferred with jurisdiction to decide all types of claims to property, of the corporate debtor, Section 18(f)(vi) would not have made the task of the interim resolution professional in taking control and custody of an asset over which the corporate debtor has ownership rights, subject to the determination of ownership by a court or other authority. In fact an asset owned by a third party, but which is in the possession of the corporate debtor under contractual arrangements, is specifically kept out of the definition of the term "assets" under the Explanation to Section 18. This assumes significance in view of the language used in Sections 18 and 25 in contrast to the language employed in Section 20. Section 18 speaks about the duties of the interim resolution

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 professional and Section 25 speaks about the duties of resolution professional. These two provisions use the word "assets", while Section 20(1) uses the word "property" together with the word "value". Sections 18 and 25 do not use the expression "property". Another important aspect is that Under Section 25(2)(b) of IBC, 2016, the resolution professional is obliged to represent and act on behalf of the corporate debtor with third parties and exercise rights for the benefit of the corporate debtor in judicial, quasi-judicial and arbitration proceedings. Section 25(1) and 25(2)(b) reads as follows:

25. Duties of resolution professional - (1) It shall be the duty of the resolution professional to preserve and protect the assets of the corporate debtor, including the continued business operations of the corporate debtor.

(2) For the purposes of Sub-section (1), the resolution professional shall undertake the following actions:

(a).............

(b) represent and act on behalf of the corporate debtor with third parties, exercise rights for the benefit of the corporate debtor in judicial, quasi judicial and arbitration proceedings.

This shows that wherever the corporate debtor has to exercise rights in judicial, quasi-judicial proceedings, the resolution professional cannot short-circuit the same and bring a claim before NCLT taking advantage of Section 60(5).

40. Therefore in the light of the statutory scheme as culled out from various provisions of the IBC, 2016 it is clear that wherever the corporate debtor has to exercise

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 a right that falls outside the purview of the IBC, 2016 especially in the realm of the public law, they cannot, through the resolution professional, take a bypass and go before NCLT for the enforcement of such a right.” (Emphasis Added) 50. The reliefs sought for subsisting contracts/agreements can be granted, and no blanket orders can be granted in the absence of the parties to the contracts and agreements.

On the Extinguishment of Claims: 51. Concerning the waivers with regard to the extinguishment of claims which arose prior to the initiation of the CIR Process and which have not been claimed are granted in terms of the law laid down by the Hon’ble Apex Court in Ghanashyam Mishra and Sons Private Limited vs. Edelweiss Asset Reconstruction Company Limited reported in MANU/SC/0273/2021: (2021)9SCC657: [2021]13SCR737 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 Government, any State 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 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.” (Emphasis Added)

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

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 “61. All these details are required to be contained in the information memorandum so that the resolution applicant is aware, as to what are the liabilities, that he may have to face and provide for a plan, which apart from satisfying a part of such liabilities would also ensure, that the Corporate Debtor is revived and made a running establishment. The legislative intent of making the resolution plan binding on all the stake-holders after it gets the seal of approval from the Adjudicating Authority upon its satisfaction, that the resolution plan approved by CoC meets the requirement as referred to in Sub-section (2) of Section 30 is, that after the approval of the resolution plan, no surprise claims should be flung on the successful resolution applicant. The dominant purpose is, that he should start with fresh slate on the basis of the resolution plan approved.’ “62. This aspect has been aptly explained by this Court in the case of Committee of Creditors of Essar Steel India Limited through Authorised Signatory (supra).’ “107. For the same reason, the impugned NCLAT judgment [Standard Chartered Bank v. Satish Kumar Gupta] in holding that claims that may exist apart from those decided on merits by the resolution professional and by the Adjudicating Authority/Appellate Tribunal can now be decided by an appropriate forum in terms of Section 60(6) of the Code, also militates against the rationale of Section 31 of the Code. A successful resolution applicant cannot suddenly be faced with "undecided" claims after the resolution plan submitted by him has been accepted as this would amount to a hydra head popping up which would throw into uncertainty amounts payable by a prospective resolution applicant who would successfully take over the business of the corporate

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 debtor. All claims must be submitted to and decided by the resolution professional so that a prospective resolution applicant knows exactly what has to be paid in order that it may then take over and run the business of the corporate debtor. This the successful resolution applicant does on a fresh slate, as has been pointed out by us hereinabove. For these reasons, NCLAT judgment must also be set aside on this count.” (Emphasis Added)

53. In this regard we also rely on the judgement of the 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.” (Emphasis Added) 54. Thus, on the date of approval of the resolution plan by the Adjudicating Authority, all such claims, that are not a part of the resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan. The Hon’ble Supreme Court of India further laid down that all the dues including the statutory dues owed to the Central Govt, any State Govt or any local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respect of such dues for the period before the date on which the Adjudicating

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 Authority grants its approval under Section 31 of the I&B Code could be continued.

On Guarantors: 55. Concerning the waivers sought in relation to guarantors, the Hon’ble Apex Court held in Lalit Kumar Jain v. Union of India reported in MANU/SC/0352/2021: (2021) 9 SCC 321: (2021) ibclaw.in 61 SC that the sanction of a resolution plan and finality imparted to it by Section 31 does not per se operate as a discharge of the guarantor's liability. As to the nature and extent of the liability, much would depend on the terms of the guarantee itself. (Emphasis Added)

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

“The Resolution Plan does not absolve the personal guarantors from their guarantee. The law well settled by the Hon’ble Supreme Court in the matter of “Lalit Kumar Jain vs. Union of India & Ors. – (2021) 9 SCC 321), that by approval of resolution plan the guarantees are not ipso facto discharged.” (Emphasis Added) 57. Hence, we would infer that if there are any personal guarantors, the CoC shall be liable to invoke those guarantees and will take appropriate action against them, as per law.

On Inquiries, Litigations, Investigations, and Proceedings: 58. For the reliefs and waivers sought for all inquiries, litigations, investigations, and proceedings shall be granted strictly as per section

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 32A of the I&B Code, 2016 and the provisions of the law as may be applicable.

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

“67. Thus, Section 32A broadly leads to: a. Extinguishment of the criminal liability of the corporate debtor, if the control of the corporate debtor goes in the hands of the new management which is different from the original old management. b. The prosecution in relation to "every person who was a "designated partner" as defined in Clause (j) of Section 2 of the Limited Liability Partnership Act 2008 (6 of 2009), or an "officer who is in default", as defined in Clause (60) of Section 2 of the Companies Act. 2013 (18 of 2013), or was in any manner in charge of, or responsible to the corporate debtor for the conduct of its business or associated with the corporate debtor in any manner and who was directly or indirectly involved in the commission of such offence" shall be proceeded and the law will take it’s own course. Only the corporate debtor (with new management) as held in Para 42 of P. Mohanraj will be safeguarded.

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 c. If the old management takes over the corporate debtor (for MSME Section 29A does not apply (see 240A), hence for MSME old management can takeover) the corporate debtor itself is also not safeguarded from prosecution Under Section 138 or any other offences.” (Emphasis Added) 60. Further, in a very recent judgment rendered by the Hon’ble High Court of Madras in Vasan Healthcare Pvt. Ltd. vs. The Deputy Director of Income Tax (Investigation), Unit 3(2) reported in MANU/TN/0243/2024: (2024) ibclaw.in 80 HC that:

“9. In the above judgement, the Apex Court after dealing with the provision in detail, came to a categoric conclusion that insofar as the criminal prosecution is concerned, the criminal liability of the corporate debtor viz., company gets completely wiped off and the new management is allowed to take over the company on a clean slate. However, the Apex Court also made it clear that the persons who are involved in the day today affairs of the company and were incharge and responsible for running of the company, will be liable to face all the offence committed prior to the commencement of the Corporate Insolvency Resolution Process. There is no escape for those persons from criminal liability even though the corporate debtor is given a clean slate and is handed over to the new Management.

10. Useful reference can also be made to the judgement of the Calcutta High Court in [Tantia Constructions Limited Vs. Krishna Hi-Tech Infrastructure P Ltd] in CRP No. 172 of 2022. The relevant portions in the order are extracted hereunder :-

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 4. For the application of Section 32A of IBC, 2016 and in light of the present matter, it is pertinent to determine the following two issues, i.e., i. Whether the offence as complained in the impugned criminal proceedings has been alleged to be committed before the initiation of corporate insolvency resolution process or during such process?

ii. Whether the resolution plan has resulted in change in the management or corporate debtor in consonance with the provisions of Section 32A(1) of IBC, 2016?

5. With respect to Issue No. 1, it is pertinent to note that the corporate insolvency resolution process as against the Petitioner/Corporate Debtor was initiated on 13.03.2019 when the application was accepted and the Order of Moratorium under Section 14 of the IBC, 2016 was imposed by NCLT, Kolkata in the aforementioned case. The complaint that commenced the impugned criminal proceedings was filed on 22.07.2019 before the concerned court by the opposite party. Whereby, said alleged offence so complained, took place before or during the corporate insolvency resolution process and is covered under the ambit of Section 32A of IBC, 2016.

6. With respect to Issue No. 2, it is observed that the petitioner has not made specific submission in this regard. However, it is the submission of the opposite party that the impugned complaint case does not concern itself with the new directors that were appointed after takeover by the Resolution Applicant in line with the Resolution Plan so approved by NCLT dated 24.02.2022. It is their submission that they are primarily aggrieved by the actions of petitioner when it was in control of erstwhile Directors.

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 11. The above judgement clearly lays down the law on the subject. The moment the Corporate Insolvency Resolution Process is initiated against the corporate debtor and the application is accepted by the NCLT, the moratorium comes into operation. Once the resolution plan is accepted by the NCLT and orders are passed and the Corporate debtor gets into hands of the new management, all the past liabilities including the criminal liability of the Corporate debtor gets wiped off and the new Management takes over the company with clean slate.” (Emphasis Added) 61. For the sake of convenience, the reliefs, concessions and approvals sought by the Applicant from us are catered to as below and the orders thereon are indicated against each as under:

SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws a. 11 (i) All Governmental This is for the Not Granted. Authorities/Local relevant and/or Authorities/Electricity appropriate We direct to Boards / Industrial Board authorities to approach the are requested to waive the consider, and appropriate Non-Compliances of the not in the authority(ies). Corporate Debtor prior to nature of a the Effective Date and to waiver,

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws provide 12 months' time concession or after the effective date to relief to be complete all the subsequent granted by this compliances required, Adjudicating however, all the non- Authority. compliances prior to the effective date stands ratified by this order. Further, any security deposit/refundable deposit with any Governmental Authorities / Local Authorities / Electricity Boards / Industrial Board shall be adjusted/accounted and considered for new connections/licenses/ permits,

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws b. 11 (ii) It is probable that certain of This is for the Not Granted. the Business Permits/ relevant and/or Import Licenses/DGFT appropriate We direct to Licenses/Health & Safety authorities to approach the License/DIC consider, and appropriate approvals/Factory License not in the authority(ies). etc. of the Corporate Debtor nature of a have lapsed, expired, waiver, suspended, cancelled, concession or revoked or terminated or the relief to be Corporate Debtor has Non-granted by this Compliances in relation Adjudicating thereto, accordingly, the Authority. Resolution Applicant requests all Governmental Authorities to provide reasonable time period after the Effective Date in order for the Resolution Applicant to assess the status of these Business Permits and DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws ensure that the Corporate Debtor is compliant with the terms of such Business Permits and Applicable Law without initiating any investigations, actions or proceedings in relation to such Non-Compliances and all such non compliances stands ratified by this order. Further, time period with regard to such Business Permits/ Import Licenses/ DGFT Licenses/Health & Safety License/DIC approvals/Factory License etc. should be extended for 1 year;

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws from conducting meetings of shareholders. However, all regulatory compliances such as filing with the RoC, payment of filing fees on documents etc. will have to be complied with. The RoC cannot be expected to grant automatic approval for such activities without the forms being filed on behalf of the DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws corporate debtor. This fact has also been recognized and clarified to be so by the Ministry of Corporate Affairs vide General Circular No. IBC/01/2017 dated 25.10.2017 issued under File No. 30/14/2017- Insolvency.

d. 11 (iv) Waiver of any fee payable Immunity is Granted in to or any regulatory granted strictly accordance body/lessors/land in terms of with law.

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws development Section 32A of authority/municipal the Code, corporation/gram nothing more panchayat towards any and nothing past dues or towards fee less. dues pursuant to any of the steps as contemplated in the Resolution Plan.

e. 11 (v) The Department of This is for the Not Granted. Registration and Stamps, relevant and/or Government of Orissa, appropriate The Chhattisgarh, Delhi and authorities to Appropriate other State level consider, and Authority will Government/ Department not in the consider the and the Ministry of nature of a same. Corporate Affairs are waiver, requested to exempt the concession or Resolution Applicant and relief to be the Corporate Debtor from granted by this any tax obligation under

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws various taxing statutes, Adjudicating including but not limited to Authority. Sections 508, 50C, 50CA, 56 and 115JB under the Income-tax Act as well as the Central Goods and Services Tax Act, 2017 (as amended from time to time) and the provisions of the Indian Stamp Act, 1899 (as amended from time to time) and other laws relating to payment of stamp duty applicable in any state. The procedures and application to be done by Resolution Applicant.

f. 11 (vi) The Resolution Plan The law laid Granted in envisages an amount for down in accordance creditors for their admitted Ghanashyam with law.

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws claims for full and final Mishra (Supra), settlement of their claims. that once a Any claims by any person Resolution Plan (whether admitted or not, is approved, a due or contingent, asserted creditor cannot or unasserted, crystallized initiate or uncrystallized, known or proceedings for unknown, secured or recovery of unsecured, disputed or claims which undisputed, present or are not part of future) including the Resolution government/s (Central and Plan. The claims State) dues against the as provided in Corporate Debtor accruing the resolution due to the commencement plan shall stand or pendency of insolvency frozen and will proceedings against the be binding on Corporate Debtor, whether the Corporate arising under the terms of Debtor and its subsisting consents, stakeholders. licenses, approvals, rights,

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws entitlements, benefits and privileges whether under law, contract, lease or license. granted in favour of the Corporate Debtor or any contractual arrangements entered into by the Corporate Debtor, shall, notwithstanding any provision to the contrary in their terms, stand extinguished without any recourse.

g. 11 (vii) The Resolution Applicant The law relating Granted in plead Adjudicating to the claim of a accordance Authority to consider its creditor after with law. plea for relief from any approval of a hardship due to any claims plan, as laid (whether contingent or down in crystallized, known or Ghanashyam

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws unknown) of Governmental Mishra (Supra), Authorities in relation to all shall strictly be Taxes which the Corporate followed, Debtor, all deductions and nothing more, all withholding Taxes on nothing less. any payment, as required under Applicable Law and pertaining to the period prior to Insolvency Commencement Date and for which no claim has been admitted. Further, post the order of the Hon'ble NCLT, no re-assessment/ revision or any other proceedings under the provisions of any of the indirect tax laws should be initiated on the Corporate Debtor in relation to the period prior to acquisition of control by the DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws

Resolution Applicant and any consequential demand shall be considered non-existing and as not payable by the Corporate Debtor. Any proceedings which were kept in abeyance in view of insolvency process or otherwise shall not be revived post the order of Hon'ble NCLT.

h. 11 The Resolution Applicant This Not Granted. (viii) plead Adjudicating Adjudicating Authority to entitle Authority is not Corporate Debtor to carry the appropriate forward the unabsorbed forum to depreciation and consider this accumulated losses, if any relief. Thus, the and to utilize such amounts Resolution to set off future tax Applicant shall

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws obligations during next 8 approach the years. Income Tax Authority for the appropriate relief as per Income Tax Law.

i. 11 (ix) The NCLT order passed The law relating Granted. shall be binding on all the to the claim of a concerned Government creditor after (Central and State) approval of a Departments / Authorities. plan, as laid Further, any overdue stamp down in duty, property tax, Lease Ghanashyam Rent, Municipal Mishra (Supra), Corporation/Gramp shall strictly be Panchayat dues, West followed, Bengal State Power nothing more, Distribution/Generation nothing less. Company Limited

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws clearance, income tax/Sales Tax/Goods & Service Tax/Customs Duties/Excise Duties and or any other statutory penalty/charges etc. with respect to the Corporate Debtor shall be assumed to be settled/ foregone.

Further, following Further, waivers approvals shall be relating to the automatically provided, change of status application and procedures of the corporate shall be followed by the debtor at the resolution applicant: MCA website as active for filing a. Change of status of the of various forms corporate debtor at the MCA is granted in website as active for filing of accordance with various forms. law.

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws j. 11 (x) The Resolution Applicant Immunity is Granted in plead Adjudicating granted strictly accordance Authority to consider its in terms of with law. plea for relief from all new Section 32A of inquiries, investigations, the Code, whether civil or otherwise, nothing more notices, suits, claims, and nothing disputes, litigation, less. arbitration or other judicial, regulatory or administrative proceedings in relation to any period prior to the acquisition of control by the Resolution Applicant over the Corporate Debtor.

k. 11 (xi) Pursuant to Section 32 A of Immunity is Granted in the Code and approval of granted strictly accordance the plan, in terms of with law. Section 32A of DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws a. notwithstanding the Code, anything to the contrary nothing more contained in this Code or and nothing any other law for the time less. Whatever being in force, the liability of protection is a corporate debtor for an available to the offence committed prior to corporate debtor the commencement of the in terms of corporate insolvency section 32A of resolution process shall the Code will in cease, and the corporate any case debtor shall not be continue to be prosecuted for such an available. offence from the date the resolution plan has been approved by the Adjudicating Authority under section 31 b. No action shall be taken against the property of the DIVISION BENCH, COURT NO. II KOLKATA I.A.

(IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws corporate debtor in relation to an offence committed prior to the commencement of the corporate insolvency resolution process of the corporate debtor, where such property is covered under a resolution plan approved by the Adjudicating Authority under section 31 l. 11 (xii) The Central Board of Direct The law laid Granted in Taxes (CBDT) or any other down in accordance relevant Governmental Ghanashyam with law and Authority to exempt the Mishra (Supra), with reference Resolution Applicant that once a to dues accrued individually and the Resolution Plan prior to Company from the is approved, a commencement applicability of and creditor cannot of the CIRP and payment of all Taxes under initiate for the DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws the Income Tax Act, 1961 proceedings for transactions (including Section 115JB). recovery of envisaged in including any liability under claims which the Resolution the Self-Assessment Tax or are not part of Plan.

Minimum Alternate Tax the Resolution which may arise on account Plan. The claims of the transactions as provided in envisaged under this the resolution Resolution Plan either on plan shall stand the Applicant, the Acquiring frozen and will Entity or the Company or be binding on any other Person who is the Corporate likely to be impacted due to Debtor and its implementation of the stakeholders. Resolution Plan, and the Adjudicating Authority shall pass an order to that effect.

m. 11 All Governmental Whatever Granted in (xiii) Authorities to waive the protection is accordance Non-Compliances of the available to the with law.

Company prior to the corporate debtor Effective Date, including but in terms of not limited to Companies section 32A of Act, 2013, the Industrial the Code will in Disputes Act, 1947, the any case Labour Laws, Income tax continue to be Act 1961, RERA Orissa, available. VAT, Service Tax Act, GST and the relevant shops and establishment acts and rules, circulars and regulations of each of the above legislations.

n. 11 All encumbrances on land This is for the Not Granted. (xiv) or any other property of relevant and/or corporate debtor attached appropriate by any of the stakeholders authorities to whether consider, and financial/statutory/other not in the known unknown shall nature of a DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws stand discharged with waiver, order of the adjudicating concession or authority. relief to be granted by this Adjudicating Authority.

o. 11 (xv) In relation to any alleged This is for the Not Granted. transfer of any economic relevant and/or interest or other beneficial appropriate interest by the corporate authorities to debtor to any party in the consider, and past pertaining to the land not in the parcels where the title and nature of a ownership is still lying with waiver, the corporate debtor, the concession or Resolution Applicant shall relief to be have a right to terminate/ granted by this cancel such arrangement Adjudicating without any liability Authority. (monetary or otherwise) on DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws the PMIPL/Resolution Applicant. Also, any agreement, MOU, transfer of rights or contract that hampers the assets/rights of PMIPL shall be considered void if the same has not been registered/ presented before the concerned authority up to the Effective Date.

p. 11 The acquisition of the This Not Granted. (xvi) Corporate Debtor shall be Adjudicating subject to the Resolution Authority is not The Resolution Applicant getting title of the appropriate Applicant is land owned by the forum to directed to Corporate Debtor and Title consider and approach he of such properties (whether grant the relief. concerned or not movable) that are authorities for attached to such immovable the appropriate

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws properties or and title of action as per such movable properties law. lying on such immovable properties.

q. 11 The Adjudicating Authority This is for the Not Granted. (xvii) may direct the statutory relevant and/or authorities, as applicable, to appropriate grant renewal of respective authorities to licenses, approvals and consider, and permissions, subject to not in the compliance of the nature of a procedural and other waiver, requirements under concession or applicable governing Law, relief to be Statute, Rules and/or granted by this Regulations, etc., for time Adjudicating being in force. Authority.

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws r. 11 Any interest or penalty Whatever Granted in (xviii) payable during the CIRP protection is accordance period should be waived off available to the with law. under any law for the time corporate debtor being in force. For any in terms of default in making payment section 32A of as specified in this plan, a the Code will in cure period of 30 days any case would be provided to cure continue to be the default/delayed available. payment.

s. 11 The leasehold rights in For the Granted (xix) respect of leasehold land implementation subject to the rights in the name of the of the terms and company shall be deemed Resolution Plan, conditions of to be reinstated to its we grant the the lease deed/ original tenor, on the reliefs. However, agreement and effective date, for revival of for any non-in accordance the corporate debtor. compliance or with law. violation, the DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 SN Clause Reliefs, Concessions, and Our Inference Our Orders Approvals sought for with the thereon Relevant Provisions and/or Case laws aggrieved party may approach the appropriate authority.

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

63. In case of non-compliance with this order or withdrawal of the Resolution Plan, the payments already made by the Resolution Applicant shall be liable for forfeiture.

64. In so far as the approval of the Resolution dated 26.12.2023 submitted by M/s. Shyam Enterprises, the Successful Resolution Applicant, is concerned, 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:

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 “35. […] Reverting to Section 30(2), the enquiry to be done is in respect of whether the resolution plan provides: (i) the payment of insolvency resolution process costs in a specified manner in priority to the repayment of other debts of the corporate debtor, (ii) the repayment of the debts of operational creditors in prescribed manner, (iii) the management of the affairs of the corporate debtor, (iv) the implementation and supervision of the resolution plan, (v) does not contravene any of the provisions of the law for the time being in force, (vi) conforms to such other requirements as may be specified by the Board. […]. To wit, the feasibility and viability of the proposed resolution plan and including their perceptions about the general capability of the resolution applicant to translate the projected plan into a reality. The resolution applicant may have given projections backed by normative data but still in the opinion of the dissenting financial creditors, it would not be free from being speculative. These aspects are completely within the domain of the financial creditors who are called upon to vote on the resolution plan Under Section 30(4) of the I & B Code.” (Emphasis Added)

65. 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:

“The Adjudicating Authority has limited jurisdiction in the matter of approval of a resolution plan, which is well-defined and circumscribed by Sections 30(2) and 31 of the Code. In the adjudicatory process concerning a resolution plan under IBC, there is no scope for interference with the commercial aspects of the decision of the CoC; and there is no scope for DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 substituting any commercial term of the resolution plan approved by Committee of Creditors. … .” (Emphasis Added)

66. 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:

“38. This Regulation fleshes out Section 30(4) of the Code, making it clear that ultimately it is the commercial wisdom of the Committee of Creditors which operates to approve what is deemed by a majority of such creditors to be the best resolution plan, which is finally accepted after negotiation of its terms by such Committee with prospective resolution applicants.” (Emphasis Added)

67. In the case at hand, we would note that the Resolution dated 26.12.2023 submitted by M/s. Shyam Enterprises, has been approved by the Committee of Creditors of the Corporate Debtor by 100% voting share on 02.02.2024. We have further noted that the LoI was issued on 02.02.2024, which has been unconditionally accepted by the SRA. Accordingly, the Resolution dated 26.12.2023 submitted by M/s. Shyam Enterprises, the Successful Resolution Applicant defeats all other plans submitted before the applicant and M/s. Shyam Enterprises, has unanimously declared as a “Successful Resolution Applicant”. Hence, given the aforesaid decisions of the Hon’ble Apex Court as well as in light of the overall facts and circumstances of the present case, this Adjudicating Authority has not interfered with the viability of the Commercial Wisdom as exercised by the Committee of Creditors of the Corporate Debtor.

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022

68. Subject to the observations made in this Order, the Resolution dated 26.12.2023 submitted by M/s. Shyam Enterprises, the Successful Resolution Applicant is hereby APPROVED and FINALLY SANCTIONED by this Adjudicating Authority.

On the PUFE Transactions: 69. However, it is evident that the CoC has been constituted with only one member which is Indian Bank (Secure Financial Creditor). The claim received from Indian Bank is for Rs. 43.08 Crore that has been admitted in full by the Resolution Professional (RP).

70. We find that the amount allocated to Indian bank in the Resolution Plan of SRA is of Rs. 3.82 Crore only resulting in a huge reduction of 91.15%, compared to the admitted claim. Similarly, in the case of Government dues, against the admitted claim of Rs. 2.01 Crore, only Rs. 0.03 Crore has been provided resulting in massive reduction of 98%. Further, in case of Operational Creditors other than the employees, workman and Government dues, against the admitted claim of Rs. 3.09 Crore, only a Rs. 0.03 Crore has been allocated, again leading to large scale reduction of 99%.

71. We find that against total admitted claim from various creditors for Rs. 48.36 Crore, only Rs. 4.01 Crore has been proposed and allocated which is almost 92% “haircut”. If we consider the total claims received as against the admitted claim, then the “haircut” is even more at 95%.

72. We find that the Resolution Professional in Form H as well as in the Supplementary Affidavit stated that no transactions were observed

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 under Regulation 39(2) of the CIRP Regulations which envisages that the RP shall submit to the committee, all resolution plans which comply with the requirements of the Code and regulations made thereunder along with the details of following transactions, if any, observed, found or determined by him: (a) preferential transactions under section 43; (b) undervalued transactions under section 45; (c) extortionate credit transactions under section 50; and (d) fraudulent transactions under section 66, and the orders, if any, of the adjudicating authority in respect of such transactions.

73. The Insolvency and Bankruptcy Code, 2016 casts huge responsibilities on the Resolution professional to deal with avoidance transactions under Sections 43, 45, 50 and 66 during the corporate insolvency resolution process of a corporate debtor. In fact, the Code contemplates that it is the Resolution Professional alone who would form an opinion and determine avoidance transactions and take it up with the Adjudicating Authority by way of application for appropriate orders.

74. The members of the committee of creditors who participate in the CIR Process neither can devote their time on a full-time basis nor equipped to form an opinion and determine the avoidance transactions in a corporate debtor undergoing CIRP/ liquidation.

75. If the Resolution Professional misses to determine the avoidance transactions and fail to file applications before the Adjudicating Authority, then no way diverted or syphoned of funds if any can be got back and made available for distribution and insolvency resolution of the corporate debtor.

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 76. In the present case, we find that total admitted claims is of Rs. 48.36 Crore, the liquidation value is Rs. 4.08 Crore and the value of the Resolution Plan is of Rs. 4.01 Crore, leading to a “haircut” of about 92%.

77. It is the duty of the Resolution Professional to bring it to the notice of the CoC, as to where the borrowed funds have gone, particularly in case where the “haircut” is as high as 92% like in the present case.

78. We have noted that during the CIR Process, the RP has appointed a transactional auditor who has examined only two financials’ years i.e., 2020-2021 and 2021-2022, and unaudited Trial Balance of 2022-2023, and came to conclusion that there are no avoidance transactions. While the look back period for fraudulent transactions under Sections 43, 45 and 50 is two years and there is no limit on look back period for fraudulent transactions under Section 66 of the I&B Code.

79. Unless the audit period covers a period beyond two years, at least from the period when the corporate debtor starting making losses / default in payment of debts, we are of the view that no fraudulent transactions can meaningfully be found or unearthed. Further, the transactional audit report merely reports changes in various accounts when compared to the previous year.

80. Hence, we direct the Resolution Professional to examine the last 6 years Financial Statements, IT Returns, GST Returns, cash flow and fund flow statements in detail and place it before the CoC of the Corporate Debtor with appropriate justification and the basis for forming opinion that there were no avoidance transactions, in the form of a report. A copy of the said report also be filed with this Adjudicating Authority.

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022

81. The RP shall comply with the direction within a period of four weeks from the date of pronouncement of the order. This direction shall not affect the approval of the Resolution Plan.

82. 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 all other stakeholders involved 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.

83. 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.

84. 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 after completing the report mentioned in para 80 of this order.

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

86. 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.

DIVISION BENCH, COURT NO. II KOLKATA I.A. (IB) (Plan) No. 2/KB/2024 In Company Petition No. 104/KB/2022 87. The Resolution Professional shall stand discharged from his duties with effect from the date of this Order. However, she is required to comply with our direction mentioned in Para 80 of the order.

88. 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.

89. The Registry of this Adjudicating Authority 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.

90. In terms of the view above, the interlocutory application being I.A. (IB) (Plan) No. 2/KB/2024 along with the main company petition being Company Petition No. 104/KB/2022 shall stand disposed of accordingly.

91. Certified copies of this order, if applied for with the Registry of this Adjudicating Authority, be supplied to the parties upon compliance with all requisite formalities.

92. File be consigned to the record.

D. Arvind Bidisha Banerjee Member (Technical) Member (Judicial) This Order is signed on the 17th Day of May, 2024. Bose, R. K. [LRA]

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