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In the matter of Supreme Bhiwandi Tollways Private Limited

National Company Law Tribunal17 July 2025

Ratio decidendi

The rule this decision rests on

The Tribunal's order is a reasoned liquidation order, so there is a ratio to extract, though it is mostly applied rather than novel. Where the Committee of Creditors has resolved under Section 33(1) of the Insolvency and Bankruptcy Code, 2016 to liquidate the corporate debtor, and the Adjudicating Authority is satisfied that the statutory conditions are met, the Adjudicating Authority is bound to order liquidation of the corporate debtor in the manner provided in Chapter III of the Code, and to appoint a liquidator from the panel maintained by the Insolvency and Bankruptcy Board of India, where the only resolution plan received has failed to obtain the requisite voting share of the Committee of Creditors. Where a resolution plan has not been approved by the Committee of Creditors within the statutory period, and the Committee has approved liquidation by e-voting with the requisite majority, the Committee's resolution to liquidate is a sufficient basis for the Adjudicating Authority to direct liquidation, and the liquidation cost approved under Regulation 39B, to be met by contribution of the Financial Creditor where it exceeds the liquid assets, does not by itself bar the making of the order. On the Adjudicating Authority's consequent powers, upon the order of liquidation the moratorium under Section 14 ceases to have effect, the powers of the board of directors and key managerial persons cease, and those powers vest in the liquidator, who is to be appointed under Section 34(4)(b) and is to act in accordance with the Code and the Liquidation Process Regulations.

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

Judgment

As delivered

NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH CORPORATE BHAWAN, PLOT NO.4-B GROUND FLOOR, SECTOR- 27-8, MADHYA MARG CHANDIGARII-I60019 l{o}/zf out"a, Ref: NCLT/Chd/Reg/ltrl IA(IBCYLIOY2(CH)2025 In CP(IB) No. 442lChd/HrY/20 I 9 (Admitted Matter) U/s 33. IBC 2016 In the matter of: Srei Infrastructure Finance Limited ....Petitioner Vs. Supreme Vasai Bhiwandi Tollways Pvt. Ltd. ....Respondent To, Mr. Sanjay Kumar Aggarwal (Liquidator), Of Supreme Vasai Bhiwandi Tollways P\'t. Ltd.' C-20, Block - C, Wave Estate, Sector - 85, SAS Nagar, Mohali, Punjab- 160055. Please find enclosed herewith a certified copy of order dated 17.07.2025 for your information and necessary action. ,fuW*(,ilrbr Deputy Registrar Encl: Copy oforder. NCLT, Chandigarh Bench

NATIONAT COMPAI{Y LAW TRIBUNAL CHANDIGARII BENCH ICOURT-III, CHANDIGARII IA(IBcl(LIQI/ 2(cHl2o25 IN cP(IBf No.442 I ct.dl IJIY | 2oL9 (Admitted Matterf (An Application under Section 33 of the Insoluencg and Bonkruptcy Code, 2016, read. with applicable regulations of the Insoluencg and Bankruptcg Board of India (Insoluencg Resolution Process for Corporate Persons) Regulations,2OlQ IIT THE MATTER Otr' : rA[rBcl(LrQl/ 2(cH)2o2s Mr Rajesh Lihala, Interim Resolution Professional for Supreme Vasai Bhiwandi Tollways Private Limited ...App1icant

IN THE MAIN MATAER OF : 2}ts cP(IBl No.442 t c}rd t Hry t (An application under Section 7 of the Insoluencg and Bankruptcg Code, 2016) Srei Infrastructure Finance Limited ...Financial Creditor Versus Supreme Vasai Bhiwandi Tollways Private Limited ...Corporate Debtor

Order delivered on: 17.O7,2o25

Coram: MR. KHETRABASI BISWAL, MEMBER (JUDICIALI MR. KAUSHALENDRA KUMAR SINGH, MEMBER \ h Present: : !; - N For the Applicant Ms. Pridhi Singfa il ,l

NCLT CHANDIGARH BENCH COURT II IA0BC)(LlQl/2(cH)202s

Order dated 22J22022 before the Hon'ble Punjab & Haryana High Court at Chandigarh, arrd the matter was heard where the Hon'ble High Court stayed the order of the Tribunal vide its Order dated 26.12.2022. (iii) The matter was further heard on 01 '05'2023, where the Hon'ble High Court disposed of the Writ Petition with liberty "to the petitioner to auail his statutory rem.edy of appeal before the aboue said Tribunal within a period of ttuo tueeks ftom todag. Howeuer, since the stag has been operating since the said date, 26.12.2022, ue continue the said stag till the filing of the appeal tuithin the aboue-said peiod." (iv) The Suspended Board of Directors did not file an appeal within two weeks; however, it was filed on 19'O5.2023, i.e., after the expiry of 14 days, as such the CIRP was restored from 15.05.2023. The Applicant constituted the Committee of Creditors on 02.06.2023, based on the claims received from the Creditors till the last date of submission of claim (Cut-off date, i.e., 25.05.20231. Report of the Constitution of the Committee of Creditors was filed with the Adjudicating Authority on 02.06.2023. The Applicant, again, reconstituted the Committee of Creditors, based on the additional claim received from the Creditors after the cut-off date. (v) Two sets of Registered Valuers were appointed by the Applicant within the 47th day of the commencement of CIRP to do the iair. . . . .:. .i, value and liquidation value of the Corporate -.Drcbtor, whos ': e :. i i\ rl appointments were ratified by the CoC. In the 3rd CdQ M-eeting held - 'r on 6.07 .2023, the Applicant put the agenda for\ :Invitation o!, .",::, ,1, Pagc 3 of 11

NCLT CHA]'IDIGARH BENCH COURT II IA0BC)(LIQ)/2(cH)202s

ORDER

1. The present Application has been frled by Mr Rajesh Lihala' Interim Resolutlon Professional (hereinafter referred to as "RP"/ "Applicant") for Supreme Vasai Bhiwandi Tollways Private Limited, Corporate Debtor, under Section 33 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as "Code") for initiating the liquidation process of the Corporate Debtor. 2. The submissions made by the Applicant in its Application are summarized hereunder: (i) The Financial Creditor, i'e., Srei Infrastnrcture Finance Limited, had filed an Application bearing CP (lB) No.442ICHDIHRY/2019 under Section 7 of the Code read with Rule 4 of the Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 for initiating Corporate Insolvency Resolution Process (hereinafter referred to as "CIRP') in respect of Supreme Vasai Bhiwandi Tollways Private Limited, Corporate Debtor. This Tribunal, whilst initiating CIRP against the Corporate Debtor inter alia, appointed the Applicant, namely Mr Rajesh Lihala, as the Interim Resolution Professional (hereinafter referred to as "IRP"). A copy of the Order dated 22.72.2022 has been annexed as Annexure ' '-.::.,i (ii) In the meanwhile, a Writ Petition was Iiled by Mr Vikram '" ' i,'.-i the Bhawanishankar Sharma, Suspended Board of Directof,s against .i '-'/: \ ''..-+, 'r ';n-,''

NCLT CHANDIGARH BENCH COURT II IA(lBC) (LIQ)/2(cH)202s

Expression of Interest (hereinafter referred to as "EOI"), i'e', Form G, ulhlch ltlm approtled hy the CoC hy tltay ol e-votlng, rhlon toneluflef, on 7.O7.2023. The CoC approved to proceed with the publication of the EOI, and the same was published on O8.O7.2O23' The last date for submission of the Expression of Interest was 24.O7.2023' (1'1) The CoC in the 4th meeting held on 2O.O7.2O23' decided to extend the last date for Submission of Expression of Interest, and accordingly, the E-voting was conducted and the CoC approved to extend the last date of submission of Expression of Interest to 12.07.2023. Form G was published ort 27.O7.2O23 in the newspaper, i.e, Financial Express, Jansatta, and Loksatta, All Edition. (vii) The Resolution Professional received 3 (Three) EOIs from the Prospective Resolution Applicant till the last date and in accordance with Sec 25(2)(h) of the Code, the Applicant invited the prospective resolution applicant to submit the resolution plan in accordance with the Request for Resolution Plan as was issued to them on 14.O8.2023. The last date for submission of the Resolution Plan was on 03.10.2023 (after extension). (viii) Out of three Participants, one of the Prospective Resolution Applicant submitted a Resolution Plan on 03.10.2023, and the Plan was put before the CoC for opening in the 8th CoC meeting held on tl!,{@,:. 4.1O.2O23, which was kept in abeyance by the CoC, -d was opened by the CoC in the meeting in Janua4r, 2024. ,ii .: ' . ' t: n. , (A Since the 180 days time period completed on 06.11.b029 (after .,:': r' \r i exclusion of CIRP ftom 26.72.2022 to 74.05.20231, an AppliQtion,for _.t.._

NCLT CHANDIGARH BENCH COURT II IA(IBC) (LIQ)/2(cH)202s extension of time by 90 days of the CIRP was filed under Section-12(2) of the Code 0n 01.11'2023 which was allowed by the Tribunal on 13.72.2023 and that extended period of the CIRP ended on O4.O2.2O24. A copy of the Order dated 13.12'2023 has been attached as Annexure - C to the Application. E) The Applicant convened the meeting of the Committee of Creditors several times for approval of the Resolution Plan or the proposal for settlement submitted by the suspended Board of Directors, or other matters in terms of the Code, where the CoC sought time from the Applicant for taking approval from higher authorities. A) In the 20th meeting of the CoC held on 3O.O5.2O24, the only Resolution Plan which was received was put before the CoC and the other related matters for voting as required under the Code' The E-Voting started from 02.06.2024 at O4:OO PM and continued till 30.17.2024 at 06:00 PM on the repeated request of the member of the Committee of Creditors for extension of voting. The resolution plan was not passed with the requisite votes' A copy of Minutes of 2oth CoC Meeting along with E-Voting Minutes has been annexed as Annexure- F to the Application.

(xii) On 24.12.2024, the Applicant convened the 21st meeting of for voting for the Liquidation of the Corporate Debtor. The CoC by NCLT CHANDIGARH BENCH COURT II lA(lBC)(LIQI/2lCH)2o2s (0 The Corporate Debtor shall be liquidated with immediate effect as on the date of this Order in the manner Provided under Chapter III, Part II of the Code and other relevant rrles and Regulations, including Insolvency and Bankruptcy (Liquidation Process) Regulations, 2Ol7 as amended up to date, enjoined upon him. Accordingly, we allow IAIBC) (LIQ) / 2 (CHI2O25. (ii) The Moratorium declared under section 14 of the C<-rde shall cease to have effect from the date of the Order of liquidation. (iii) According to section 34(4)(b) of the Code and the letter dated 18.07.2023 of IBBI, we hereby appoint Mr. Sanjay Kumar Agarwal, having Registration No. IBBI/IPA-O02/IP-N00 r 26120 17 -18 I 10295' Mobile numbe r : 9 87 6 | O 54 I 4, email: sanjayaggarwal. fcs@gmail' com, as a liquidator of the Corporate Debtor, i.e., Supreme Vaeal Bhlwandl Tollways Prlvate Llmited. The liquidator so appointed shall complete the liquidation process as per the provisions of the Code read with the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 20 6. 1 (iv) All the powers of the Board of Directors, key managerial persons, and the members /partners of the Corporate Debtor, as the case may be, hereafter cease to exist.

A1l these powers henceforth vest with the liquidator. (v) The personnel of the Corporate Debtor are directed to extend i: all cooperation to the liquidator as required by him in mariaging the Debtor. i,ii liquidation process of the Corporate,

NCLT CHANDIGARH BENCH COURT II IAllBCl(LIQ)/2(CHl202s ("i) The liquidator's fees shall be in accordance with Regulation 4 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016. The same shall be paid to the liquidator from the proceeds of the liquidation estate under section 53 of the Code. (vii) Once the liquidation process is initiated, subject to section 52 of the Code, no suit or other legal proceeding shall be instituted by or against the Corporate Debtor. The liquidator has the liberty to institute a suit and other legal proceedings on behalf of the Corporate Debtor with the prior approval of this Adjudicating Authority, as provided in sub-section (5) of section 33 of the Code' (viii) This liquidation Order shall be deemed to be notice of discharge to the officers, employees, and workmen of the Corporate Debtor, except to the extent that the business of the Corporate Debtor continued during the liquidation process by the liquidator. (ix) This Adjudicating Authority directs the liquidator to issue a public announcement stating that the Corporate Debtor is in liquidation. The liquidator will also serve a copy of this order to the various Government Departments, such as Income Tax, GST, VAT, etc., who are likely to have any claim upon the Corporate Debtor so that the authorities concerned are informed of the liquidation Order timely manner. The liquidator will also provide a copy of this oraet't6. i: ' +', "' the trade unions/employee associations of the Corporate Debtor so i: '' that the workmen/employees cal also be informed of this liquidation Order through their association.

Page 1() of 11 cmvutcnnu BENCH couRr n fliiT rA0BC)ILIQ)/2(CH)202s tll) Th! [0u10tu l0 fllru0tlfl It1 i0111l1luiltf,[ l1ll] Blfiil I0 tI][ concerned Registrar of the Companies, the registered office of the Corporate Debtor, the Resolution Professional, and the liquidator by speed post as well as e-mail within one week from the date of this Order, after completion of all the formalities. (xi) The present Resolution Professional is directed to hand over the relevant documents and control of the Corporate Debtor to the newly appointed Liquidator forthwith' 9. Accordingly, IAIBC) (LIQ) I 2(cHl2O25 in CP(IB) No. 44 2 I C}]D I HRY I 20 t9 sd/ Khetrabasi Biswal Member (Judicial) DD / DR / AR / Court Ollicer National CompanY t-a!v Ttibunal Chandigarh Bench, Chandigortt ,q CERTIFIED TO BE TRUE COPY OF THE ORIGINAL TREE

Paqe 11 of ll

NCLT CHANDIGARH BENCH COURT II IAUBc)lLIQ,/2(cHl202s way of E-voting concluded on 07.01'2025 wilh 69'L7V" value of votes approved the liquidation of the Corporate Debtor' (xiii) Further, the CoC in its 21st meeting dated 24'12'2024' in accordance with Regulations 39B and 39D of the IBBI (Insolvency Resolution Process for Corporate Person) Regulations, 2016' passed the following resolutions witl:, 69.7 lyo value of votes: (a) " Resolued that the members of Committee of Creditors Supreme Vasai Bhiwandi Totlwags Priuate Limited herebg approue the plan prouiding for contibution for meeting the li4uidation cost as required under Regulation 398 (3) of CIRP Regulation, 2O16. " (b) "Further resolued that the estimate of liquidation Cost is Rs 13,30,9O0/- (approx.) and the liquidation cost, uhich is ouer and above the liquid assets, shall be contibuted bg the Financial Creditor." The Estimated Liquidation Cost is as follows: Particulars Arnount ln Rs. Liquidator Fee As per the Regulation or monthly basis Advertisement 70,000 Per Event Auction Cost 5,O00 Per Event Legal Cost 10,00,000 Depends upon Litigation Voting Cost 5,900 Per Event Contingent 1,50,000 SaJary 1,00,00 Per Month Total 13,30,9OO (xiv) The Applicant in the 21st CoC meeting discussed some other agenda items as well, and they are as follows:

NCLT CHANDIGARH BENCH COURT II rA(rBc)(LIQ)/ 2lcH)r02s "b' Recommendaton of Committee of Creditors for sale of corporate debtor as a going corlcerrl under clau'se (e) of regulation 32 of IBBI (Liquidation Process,) Regulations,2016, in case the resolution for Liquidation i's approved by CoC'" (Regulation 39C) "c. Fee of the liquidator as per Regulation ap)@) of IBBI (Li4uidation Process,f Regulations, 20 1 6. " It was decided by th.e CoC to drop the agenda at this stage, and if Liquidation happens, then the Stakeholders Consultation Committee may take up the agenda item. A copy of the Minutes of the 21st CoC meeting, along with E-Voting Minutes, has been annexed as Annexure-G to the APPlication' (xv) A copy of the Form "H", i.e., Compliance Certificate as required under Regu.lation 39(4) of the Insolvenry and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations 2016 has been annexed as Annexure-H to the Application. The average Fair Value and Liquidation Value as stated in Form H are Rs. 75.47 Crores and 56.46 Crores, respectively. 3. We have heard the learned counsel appearing on behalf of the Interim Resolution Professional and have perused the relevant material available on record. 4. It is observed. that the present Application has been filed under section 33 of the Code for the initiation of the liquidation process of the Corporate Debtor. The CoC consists of five members, i.e., Srei ' \. ;;t\f Infrastructure Finance Limited (36.48%1, Punjab National BarJr. (22.06%o), ir Central Bank of lndia (22.17o/o), State Bank of India (8.66%),1p4d ICICI ,' Bank (10.64%). The Resolution Professional has published For5n G on NCLT CHANDIGARH BENCH COURT II lA(lBc)(LIQ)/2{cH)202s

27.O7.2O2g, and thereafter, one resolution plan was received; however, in the 20th CoC meeting held on 30.05.2024 u'd tl,. uJjor.r,.J 00t1, ,.etitrg held on 02.06.2024, ttre Resolution Plan was not passed with the requisite votes. In the 21st CoC meeting held on 24.12.2024, the CoC approved for Liquidation of the Corporate Debtor by way of E-Voting concluded on 07 .O1.2025 with 69.7 wo value of votes. 5. The CoC, in accordance with Regulation 39B, resolved and approved the liquidation cost of Rs 13,30,9O0/-. Further, the members of CoC resolved to contribute to meet the liquidation cost as required under Regulation 39B (3) of the CIRP Regulation, 2016. Furthermore, since the only Resolution Plan was not approved by the CoC in its 20th meeting, as such, the Application deserves to be allowed. 6. Considering the above facts and circumstances of the case and taking into account the guidelines of IBBI dated 18.07 .2023, we considered the name of Mr. Sanjay Kumar Agarwal, having Registration Number IBBI/ IPA-OO2 / IP-NOO 1 26120 17 - 18 I 10295, Mobile number: 9876 I 054 1 4, email: sanjayaggarwal.fc@gmai1.com, from the panel of the IBBI list, is considered for appointment as liquidator. He will Iile his consent for being appointed as liquidator. 7. In view of the satisfaction of the conditions provided under section 33 of the Code, the Corporate Debtor, i.e., Supreme Vasai Bhiwandl Tollways Private Llmited, is directed to be liquidated in the manler.a.s. Iaid down in Chapter III of the Code. 8. Accordingly, by exercising our power under section 33(2) ofthe Code we pass the following Orders:-

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