Taguda Pte. Limited vs State Bank Of India & Ors

IN THE MATTER OF: Taguda Pte. Limited Having its address at: 1, Magazine Road, #04-11, Central Mall, Singapore - 059567 ...Appellant

Versus

1. State Bank of India Having its address at: Stressed Assets Resolution Group, 2nd Floor, World Trade Centre, Cuffe Parade, Mumbai - 40000 ...Respondent No.1

2. Trupal Kumar Patel Liquidator of the Corporate Debtor C/505, The First B/h ITC Narmada, Near Keshav Baug Party, Plot Vastrapur Ahmedabad, Gujarat - 380015 ...Respondent No.2

Present: For Appellant : Mr. T. Gowthaman, Sr. Advocate with Mr. Vivek Jain, Mr. Sadiq Noor, Mr. Angad Pathak, Mr. Mehul Khare, Mr. Padmesh Mishra and Ms. Ginni Med, Advocates

For Respondent : Mr. Krishnendu Data, Sr. Advocate with Mr. Yugal Jain, Mr. Vaijyant Paliwal, Ms. Charu Bansal, Mr. S. Biswas and Ms. Kirti Gupta, Advocates for R- 1/SBI.

Mr. Kumar Shubham and Mr. Arpan Behl, Advocates for R-2.

Mr. Eshaan S. Advocate for CD. JUDGMENT

(Hybrid Mode)

[Per: Arun Baroka, Member (Technical)] The Present Appeal is filed by the Appellant challenging the Impugned

Liquidation Order dt.16.10.2025 passed by the Hon'ble National Company

Law Tribunal, Mumbai Bench (hereinafter referred to as "the Hon'ble

Tribunal") in the Interlocutory Application No. 33 of 2024 in the Company

Petition (IB) No. 1790 of 2017 filed under Section 7 of the Insolvency &

Bankruptcy Code, 2016 ("the Code") read along with Rule 11 of the National

Company Law Tribunal Rules, 2016 ("the NCLT Rules"). The Hon'ble Tribunal

vide Impugned Order dated 16.10.2025 had allowed the Liquidation of Ushdev

International Limited, the Corporate Debtor, without hearing the Interlocutory

Application No. 4253 0f 2025 filed by the Appellant with a proposal to make

a one-time, unconditional Payment of the entire Resolution Plan Amount

thereby dismissing the said Interlocutory Application.

2. Brief relevant facts are as follows:

Date Particulars 17.05.2018 NCLT passed an order initiating CIRP against the Corporate

Debtor and appointed Subodh Kumar Agarwal as IRP, later confirmed as RP.

06.02.2019 CoC rejected Taguda's resolution plan (77.61% votes) and authorized RP to file liquidation application under Section 33 of the Code.

07.02.2019 RP filed Liquidation Application (I.A. No. 626/2019). Taguda filed I.A. No. 762/2019 seeking approval of its rejected resolution plan.

07.11.2019 NCLT dismissed Liquidation Application and approved Taguda's resolution plan ('NCLT Order').

29.11.2019 NCLAT stayed NCLT Order in Company Appeal No. 1377/2019 filed by SBI. During the pendency of this appeal, RA filed the revised resolution plan ('Revised Resolution Plan'). 08.04.2021 NCLAT granted 6 weeks to CoC to consider Taguda's revised resolution plan.

Company Appeal (AT) (Insolvency) No. 1710 of 2025 2 of 42 31.05.2021 NCLAT extended time for CoC consideration till 25.06.2021. 22.06.2021 CoC approved the revised resolution plan submitted by Taguda with 91.06% votes. RP filed I.A. No. 1447/2021 seeking NCLT approval under Section 31.

03.02.2022 NCLT approved Taguda's Revised Resolution Plan ('Plan Approval Order').

15.03.2022 First IMA meeting held; Radha Rawat appointed as authorized signatory for regulatory approvals.

18.04.2022 IMA discussed SEBI and RBI approvals. SRA's application & 01.06.2022 through PNB to RBI remained pending. 08.09.2022 IMA noted SRA's duty to obtain approvals expeditiously; over 7 months elapsed without RBI approval. 14.10.2022 Taguda filed I.A. Nos. 887/2022 and 1606/2022 before the

Ld. NCLT seeking modification of Plan Approval Order. NCLT granted 6-month extension for implementation.

01.03.2023 SBI wrote to SRA citing Section 31(4) and Clause 3.1 of RFRP (1-year approval deadline; RP/CoC not responsible for approvals), urging expedited implementation.

31.03.2023 SRA responded stating implementation awaits RBI approval 13.04.2023 SBI sent follow-up letter noting non-implementation despite expiry of 1-year deadline and additional 6-month extension. 28.04.2023 SBI filed I.A. No. 1857/2023 seeking: (i) direction for immediate implementation; (ii) 10% p.a. interest on resolution amount; (iii) failing implementation, initiation of fresh CIRP; (iv) interim deposit of resolution amount in escrow.

10.08.2023 RBI directed PNB to approach overseas investment divisions regarding FEMA compliance issues relating to erstwhile management's guarantee.

23.08.2023 NCLT directed SRA and IMA to pursue RBI for early decision. 11.09.2023 IMA wrote to RBI seeking early disposal per NCLT Order dated 23.08.2023.

14.09.2023 Per RBI instructions, IMA authorized Radha Rawat to sign and submit Form-FC through AD Bank.

08.12.2023 NCLT directed SRA to implement Revised Resolution Plan within 2 months (by 08.02.2024), noting all prerequisites rest with SRA ("December Order").

19.12.2023 SRA emailed SBI regarding undertakings required by its financer, ANZA Capital.

03.01.2024 ANZA Capital wrote to SBI seeking undertakings/confirmations regarding Corporate Debtor. 11.01.2024 19th IMA meeting: SRA assured upfront payment of entire resolution amount and proposed depositing foreign creditors' share in designated account. IMA clarified ANZA clarifications are SRA's responsibility.

Company Appeal (AT) (Insolvency) No. 1710 of 2025 3 of 42 16.01.2024 Instead of implementing its upfront payment proposal, SRA filed present Appeal against Impugned Order.

06.02.2024 20th IMA meeting: SRA confirmed providing clarifications to ANZA and sought one week's extension.

07.02.2024 SRA emailed SBI seeking waiver of certain conditions and one-month extension for implementation.

08.02.2024 Two-month deadline for implementation expired. Joint lender meeting decided: (i) SRA failed to implement despite 2+ years; (ii) invoke BBG (₹5 Cr) and PBG (₹11.50 Cr); (iii) liquidation is only viable option; (iv) authorized SBI to invoke guarantees and file liquidation application. 08.02.2024 SBI informed SRA of lenders' decision to deny further extension and proceed with invoking BBG and PBG.

09.02.2024 SBI invoked and forfeited BBG and PBG totaling ₹18.13 Cr. 05.07.2024 NCLAT directed SRA to deposit ₹225.14 Cr in SBI Singapore/UAE branch within one week.

10.07.2024 SBI furnished Singapore and UAE (DIFC) branch details to SRA for compliance with NCLAT Order dated 05.07.2024.

16.07.2024 SBI followed up seeking update on account opening and fund deposit.

16.07.2024 SRA proposed letter of comfort from UAE financer instead of deposit, citing time-consuming account opening process. 24.07.2024 SBI DIFC requested documents/information for account opening formalities.

29.07.2024 SRA proposed bank guarantee for acquisition instead of depositing funds as directed.

01.08.2024 NCLAT granted 15-day extension to SRA to deposit ₹225 Cr per NCLAT Order dated 05.07.2024.

05.09.2024 SRA communicated meeting minutes with SBI Dubai, however, on contrary to NCLAT Order dated 05.07.2024 it proposed different fund source.

06.09.2024 SRA disclosed fund source as ANZA Capital Investment LLC, UAE (owned by H.H. Shaikh Mohammed Bin Sultan Bin Hamdan).

25.09.2024 SBI DIFC informed SRA that DFSA regulations prohibit accepting deposits sourced from UAE state market; urged immediate transfer per NCLAT Order dated 05.07.2024.

October 2024 SRA continued seeking adjournments in NCLAT

- May 2025 proceedings, further delaying Liquidation Application and deteriorating Corporate Debtor's asset value.

30.05.2025 NCLAT dismissed SRA's appeal (NCLAT Order) and directed NCLT to decide Liquidation Application within 3 months. 23.07.2025 Supreme Court dismissed Taguda's challenge to NCLAT Order.

Company Appeal (AT) (Insolvency) No. 1710 of 2025 4 of 42 16.10.2025 The Impugned Order was passed by the Ld. NCLT in the Liquidation Application, vide which the Ld. NCLT was pleased to allow the liquidation of the Corporate Debtor, and dismissed I.A. No. 4253/2025 filed by Appellant with a proposal to make a one-time payment proposal.

Submissions of the Appellant-SRA

3. The Hon'ble Tribunal vide impugned Order dated 16.10.2025 directed

liquidation of the Corporate Debtor without granting the Appellant an

opportunity of being heard in its Interlocutory Application No.4253 of 2025,

wherein the Appellant had proposed to make a one-time, unconditional

Payment of the entire Resolution Plan Amount.

4. The Corporate Debtor went into CIRP vide order dated 17.05.2018 in

CP(IB) No. 1790/2017. The Resolution Plan of the Appellant was approved by

100% vote vide order dated 11.03.2022 and the Interim Monitoring agency

was constituted thereafter. Though the Appellant was fully ready to set the

Resolution Plan into motion and sourced the requisite funds for the same, it

did not fructify owing to want of various approvals, including RBI approvals.

In spite of the Appellant approaching the RBI by itself and through IMA, the

approval did not come through.

5. The Appellant also filed a Writ Petition Writ Petition (L) No. 34990 of

2025 before the Hon'ble Bombay High Court to secure the approvals but the

final orders have not been passed in the same.

6. In the meanwhile, Respondent No. 1 SBI, being part of the IMA and

CoC, filed IA No. 1857 of 2023 in CP(B) No. 1790/MB/CII/2017 before the

Hon'ble NCLT seeking implementation of the Resolution Plan, which came to Company Appeal (AT) (Insolvency) No. 1710 of 2025 5 of 42 be allowed vide Order dated 08.12.2023, directing implementation of the Plan

within two months.

7. The Appellant preferred Company Appeal (AT) (Insolvency) No. 351 of

2024 before the Hon'ble NCLAT, citing the approval issues, which was

dismissed vide Order dated 30.05.2025 with a direction to the Hon'ble NCLT

to dispose of the liquidation application within three months.

8. The Appellant thereafter approached the Hon'ble Supreme Court of

India, which dismissed the challenge vide Order dated 23.07.2025. It is

pertinent to note that the proceedings before the Hon'ble Supreme Court arose

out of the Order directing implementation of the Resolution Plan and did not

involve any order of liquidation, contrary to the case now sought to be

advanced by Respondent No. 1.

9. Thereafter, the Appellant, with much difficulty, moved an alternate

source and managed to mobilize the funds required for the implementation of

the Resolution Plan which was approved and eventually directed by the NCLT

and confirmed up to the Hon'ble Supreme Court. It bears mention at this

juncture that the Appellant/Successful Resolution Applicant was not merely

expressing willingness to implement the Resolution Plan, but was fully ready

and financially equipped to immediately disburse the entire Resolution Plan

amount in accordance with direction of the Hon'ble Supreme Court. The

Appellant has already deposited ₹15 Crores with the Official Liquidator and

was ready to make payments aggregating to ₹153 Crores, in addition to the

Company Appeal (AT) (Insolvency) No. 1710 of 2025 6 of 42 ₹18 Crores already lying as Performance Bank Guarantee and Bid Bond

Guarantee and the ₹41 Crores cash balance available with the Corporate

Debtor, thereby fully securing and accounting for the entire Resolution Plan

amount of ₹227 Crores.

10. The plan value that the Appellant herein undertook to pay upfront is

more than the liquidation value and the fair market value which is evident

from the Form-H filed by the RP before the Ld. Adjudicating Authority u/r

39(4) of IBBI Regulation, 2016. The liquidation value of the CD has been

evaluated to ₹71.28 Cr and the fair value was evaluated as ₹105.06 Cr.

11. In order to show the bonafide of the Appellant, the Appellant has filed

the Writ Petition (L) No. 34990 of 2025, seeking directions to the RBI to grant

the requisite Approvals to the Appellant, eventuating in the implementation

of the Resolution Plan. This act of the Appellant, further strengthens its the

stance, proving its willingness and eagerness to implement the said

Resolution Plan.

12. The following payments with respect to the Resolution Plan have

already been effectuated:

AMOUNT HEADING ₹ 18 Crores Performance Bank Guarantee and Bid Bond Guarantee ₹ 41 Crores Cash Balances

₹ 15 Crores Deposited in the Official Liquidator's Account

Company Appeal (AT) (Insolvency) No. 1710 of 2025 7 of 42

13. Over and above the same, Pay Orders amounting to ₹153 Crores are

readily available with the Appellant. The aforesaid amounts equate to the

Resolution Plan amount of ₹227 Crores.

14. The Appellant is ready and amenable to disburse the entire funds to the

Bank Account of State Bank of India, the lead bank of the Consortium of

lenders, for it to distribute it amongst all the financial creditors of the

Corporate Debtor. Alternatively, Taguda is also ready to disburse the entire

funds along with the aforementioned Pay Orders issued to the account of the

Official Liquidator to facilitate the distribution amongst the Financial

Creditors of the Corporate Debtor.

15. The Appellant has demonstrated its bona fides before the Hon'ble

Tribunal by unequivocally undertaking to release the funds forthwith upon

permission being granted for implementation of the Resolution Plan. In fact,

inspection of the said Pay Orders has already been provided to the

Respondents, clearly evidencing that the funds are readily available and

capable of immediate disbursal to the Financial Creditors without any

uncertainty or delay.

16. In such circumstances, when the entire consideration under the

approved Resolution Plan stands secured and available for immediate

payment, pushing the Corporate Debtor into liquidation would be wholly

contrary to the objectives of the Insolvency and Bankruptcy Code, 2016,

Company Appeal (AT) (Insolvency) No. 1710 of 2025 8 of 42 which prioritizes value maximisation and revival of the Corporate Debtor as a

going concern.

17. The Official Liquidator's Report shows the Net Total Liquidation Value

as INR 1,67,84,69,168/-. However, it is pertinent to record that the said

liquidation value includes the Investments (4.49% in unlisted shares of Uttam

Galva Ferrous Ltd.) amounting to INR 75,77,62,779/-. This investment seems

to be unrealizable in 2018 as per Resolution Professional conducted valuation

but it seems to have increased to INR 75.78 crores in liquidation process.

Apart from that, the major concerns in the company are as follows:

o Uttam Galva Ferrous Limited has zero revenue;

o Karnataka Government allotted land for steel project in 2013 and 2015 but till date project remain unexecuted;

o The company belong to now insolvent group well known to lenders. The land held by the company is at the risk of resumption by the government due to continuous delays in the project. The said entity itself is under severe financial distress, has negligible operational revenue and its purported asset base remains speculative and unrealized. The alleged appreciation in valuation of the Uttam investment despite the company being effectively insolvent and commercially unviable is wholly illusory and cannot form the basis to justify liquidation of the Corporate Debtor.

18. It is also pertinent to note that the depreciated value of the machinery

has not been taken into consideration and the capital value of the machinery

has been taken to arrive at the value of the same.

Company Appeal (AT) (Insolvency) No. 1710 of 2025 9 of 42

19. Thus, the liquidation valuation of the Corporate Debtor is highly

inflated in an attempt to draw it closer to the Resolution Plan Amount and to

justify the decision of the SCC to refuse to exercise commercial wisdom that

any prudent man would be able to apprehend. The attempt to portray

liquidation as commercially beneficial is founded upon an artificially inflated

valuation exercise undertaken during liquidation.

20. It can be straightaway seen that the liquidation value of the Corporate

Debtor is substantially lower than the Resolution Plan amount offered by the

Appellant/Successful Resolution Applicant and, therefore, the

implementation of the approved Resolution Plan would result in significantly

greater value maximisation for all stakeholders. Even as per the figures placed

on record, the original liquidation value assessed during CIRP was only

₹71.28 Crores, whereas the Resolution Plan amount aggregates to Rs. 227

Crores, which is far in excess of both the liquidation value and the fair value

of the Corporate Debtor.

21. The following table reflects the difference in the amounts in the

Liquidation Plan and the Resolution Plan as per the inflated amounts

mentioned by the Liquidator in his Report filed before this Hon'ble Tribunal:

Company Appeal (AT) (Insolvency) No. 1710 of 2025 10 of 42

22. In both the abovementioned scenarios, the Resolution Plan amount is

substantially higher than the Liquidation Value.

23. The strong resolve of the Stakeholders Consultation Committee ("SCC")

to initiate Liquidation of the Corporate Debtor over implementation of the

Resolution Plan is unintelligible and indecipherable since the present scenario

the liquidation amount is lesser than the Resolution Plan amount and instead

the Creditors and stakeholders shall suffer huge losses if the Liquidation is

proceeded with.

24. The Resolution of the Corporate Debtor shall benefit not just the

Creditors, but also the employees of the Corporate Debtor and the economy

at large since the implementation will facilitate running of the Corporate

Debtor as a going concern.

Company Appeal (AT) (Insolvency) No. 1710 of 2025 11 of 42

25. Thus, the stubborn stance of the SCC to liquidate the Corporate Debtor,

when the Appellant/Successful Resolution Professional is ready with the

entire amount of ₹227 crores immediately that have already been issued by

way of Pay Orders/Demand Drafts in favour of the Official Liquidator,

inspection of which has already been provided to the Respondents, is not just

detrimental to the benefit of the SCC members but also to the other

stakeholders upon whom the commercially incoherent decision of the SCC is

being thrust.

26. The offer of the Appellant could be rejected on two counts - a) If third

party interests had set into the assets of the Corporate debtor by virtue of a

full or even a partial sale of its assets and/or if the value that is offered by the

Appellant is lesser than the realizable liquidation value of the assets. In the

present case, the Report filed by Respondent No.2, the Official Liquidator,

clearly discloses the fact that no asset of the Corporate Debtor has been

subjected to Sale or alienation to create any third-party rights. As set out in

detail herein above, the value offered by the Appellant for the assets is more

than twice the assessed fair value of the assets. Therefore, both the scenarios

under which the offer of the Appellant could be rejected stand nullified.

27. Since the liquidation process has not reached an irreversible stage, the

implementation of the Corporate Debtor can be very well achieved at this point

of time.

Company Appeal (AT) (Insolvency) No. 1710 of 2025 12 of 42

28. In fact, the said Report also states that the Corporate Debtor is being

run as a going concern and the same shall be continued if the liquidation of

the Corporate Debtor is not proceeded with.

29. The Appellant/Successful Resolution Applicant has already deposited

INR 15,00,00,000/- to the account of the Official Liquidator and has Pay

Orders/Demand Drafts amounting to INR 1,53,00,00,000/- in favour of the

Official Liquidator, thus completing the payments of the entire Resolution

Plan amount.

30. The inspection of the said Pay Orders/Demand Drafts were presented

to the Respondents and the same are ready to be disbursed amongst the

Creditors as soon as the Implementation of the Resolution Plan is acceded to

by the SCC and the Liquidation of the Corporate Debtor is stayed.

31. However, for reasons best known to the Respondents, they are

obstinately bound on the liquidation of the Corporate Debtor when a much

more commercially beneficial and a more solid proposal is served to them,

which shall consequently also benefit the government ex-chequer.

32. However, the firm and incomprehensible stance of SBI giving preference

to liquidation over the resolution of the Corporate Debtor only raises a

question as to the lack of Commercial Wisdom that is being exercised by the

SCC Members overruling the commercial wisdom exercise by the CoC by

approving the Resolution Plan with 100% approval. The SCC merely acts in

Company Appeal (AT) (Insolvency) No. 1710 of 2025 13 of 42 an advisory and facilitative capacity and remains subservient to the

commercial wisdom and decisions of the CoC.

33. The Respondent No.1, SBI relied on the Judgement of "Asha Chopra &

Ors. v/s M/s. Hind Motors India Limited" dated 29.08.2024 wherein inter

alia this Hon'ble Appellate Tribunal decides the question of whether CIRP

proceedings can be withdrawn after the commencement of Liquidation of the

Corporate Debtor. However, the crucial element of the said Judgement that

SBI has failed to take into consideration is that in the said Judgement the

Appeal before this Hon'ble Appellate Tribunal was with respect to the

liquidation order of the Corporate Debtor that was confirmed upto the Hon'ble

Supreme Court, while in the subject Company Appeal filed by the Appellant,

the Order was only for the implementation of the Resolution Plan of the

Appellant. Therefore, the Judgement of Asha Chopra does not apply to the

present matter and has been wrongly relied upon by the Respondent No.1.

34. The judgment in State Bank of India & Ors. v. Consortium of Mr.

Murari Lal Jalan & Anr. concerned the persistent and repeated failure of the

Successful Resolution Applicant to comply with the essential terms and

timelines of the Resolution Plan despite multiple opportunities granted by the

judicial forums, ultimately resulting in the Hon'ble Supreme Court invoking

its powers under Article 142 to direct liquidation of Jet Airways. The Supreme

Court emphasized that once a Resolution Plan is approved, the Successful

Resolution Applicant is bound to strictly comply with its obligations and that

Company Appeal (AT) (Insolvency) No. 1710 of 2025 14 of 42 repeated defaults and uncertainty in implementation cannot be permitted to

continue indefinitely.

35. However, the said judgment is clearly distinguishable from the present

case both on facts and in law. In the present matter, the Appellant/Successful

Resolution Applicant is not seeking any modification, withdrawal,

renegotiation or dilution of the approved Resolution Plan, unlike the

circumstances in the Jet Airways matter. On the contrary, the Appellant is

unequivocally ready and willing to implement the approved Resolution Plan

in its entirety and has already secured the entire Resolution Plan amount of

₹227/- Crores, including deposits already made and Pay Orders kept ready

for immediate disbursal. Further, no irreversible steps in liquidation have

taken place in the present case, no third-party rights have been created, and

the Corporate Debtor continues to remain a going concern. The present

proceedings therefore concern preservation and implementation of an already

approved Resolution Plan which offers substantially higher and certain value

to creditors than liquidation.

36. The Respondent No. 1 has in fact failed to exercise not just commercial

wisdom but no wisdom at all. It is therefore fair, necessary and in the interest

of justice and equity to all the creditors that this Hon'ble Tribunal be pleased

to accept the Resolution Plan, particularly when the amount of ₹227/- Crores

being ready and available for disbursement immediately rather than permit a

time-drawn and uncertain process of liquidation that is invariably

Company Appeal (AT) (Insolvency) No. 1710 of 2025 15 of 42 accompanied by its own vagaries, more so when the value offered by the

Appellant is more than twice the value of the assets.

37. In view of the aforesaid submissions, it is most respectfully prayed that

this Hon'ble Tribunal may be pleased to allow this Appeal, set aside the

impugned order dated 16.10.2026 and direct the Resolution Plan to be

accepted and thus render justice.

Submissions of the R1/SBI

38. Vide the Impugned Order, the Ld. NCLT has rightly directed initiation of

the liquidation process of the Corporate Debtor, while observing that despite

approval of Taguda's Resolution Plan on 03.02.2022, the same remained

unimplemented for over three years due to Taguda's failure to obtain

necessary regulatory approvals and funds from the foreign investor.

39. The present appeal is barred by finality and principles of res judicata.

The Appellant's core pleas vis-a-vis, implementation of Resolution Plan being

delayed due to RBI approvals, readiness to park funds offshore, and grant of

further indulgence for implementation, have already been squarely

considered and rejected by this Hon'ble Tribunal while dismissing Company

Appeal (AT) (Ins.) No. 351 of 2024 on 30.05.2025 ('NCLAT Order') - that too

with a specific request to the Ld. NCLT to decide the pending liquidation

application expeditiously.

40. Taguda's challenge against the NCLAT Order met with dismissal by the

Hon'ble Supreme Court on 23.07.2025, which categorically recorded that

although the resolution plan had been approved on 03.02.2022, it remained Company Appeal (AT) (Insolvency) No. 1710 of 2025 16 of 42 unimplemented even after three years because the SRA/Taguda failed to

obtain the necessary clearances. The present appeal is thus an impermissible

collateral attack on orders inter partes that have attained finality and

deserves to be dismissed at this very threshold. In any case, the Impugned

Order merely gives effect to the NCLAT's 30.05.2025 direction, affirmed by

the Hon'ble Supreme Court, to bring the matter to closure, which is consistent

with the Code's time-bound objective.

41. Further, the Appellant's attempt to find a 'natural justice' plea based

on I.A. No. 4253 of 2025 is misconceived. The Ld. NCLT has recorded on

08.10.2025 that the application was filed after arguments were concluded and

orders reserved in the liquidation application, wherein post-reservation any

application does not confer a right to reopen hearings.

The instant appeal is barred by finality

42. The issues raised by the Appellant in the present Appeal are

substantially the same as those that were squarely raised and decided against

the Appellant in Company Appeal (AT) (Ins.) No. 351 of 2024, which was

dismissed by this Hon'ble Tribunal vide the NCLAT Order dated 30.05.2025.

This Hon'ble Tribunal had specifically held that no grounds were made out to

interfere with the December Order and requested the Ld. NCLT to decide the

pending Liquidation Application expeditiously, preferably within three

months. The Hon'ble Supreme Court, vide order dated 23.07.2025, dismissed

the Appellant's Civil Appeal No. 7648 of 2025 against the NCLAT Order,

recording that the resolution plan was approved on 03.02.2022 but remained

unimplemented even after three years because the SRA failed to get the Company Appeal (AT) (Insolvency) No. 1710 of 2025 17 of 42 necessary clearances. The present Appeal is therefore an impermissible

attempt to re-litigate issues that have been conclusively decided against the

Appellant and attained finality.

43. Further, the Ld. NCLT has correctly exercised jurisdiction under

Section 60(5) of the Code to adjudicate and dispose of the Liquidation

Application. The Impugned Order merely gives effect to the directions of this

Hon'ble Tribunal itself and the Hon'ble Supreme Court to bring finality to

these protracted proceedings, consistent with the Code's time-bound

objective. As otherwise, the SRA would endlessly delay implementation and

cause insufferable value erosion of the Corporate Debtor, leaving lenders

remediless, thus, defeating entire object of the Code.

There was inordinate delay on part of the Appellant in taking any effective steps towards implementing the Resolution Plan

44. The main plank of the present Appeal is that the Appellant has been

making sincere efforts to implement the Resolution Plan and has also been

pursuing the matter of RBI Approvals, despite which the Impugned Order has

directed liquidation of the Corporate Debtor. However, the assertion is

absolutely wrong, as no effective steps were taken towards implementation of

the resolution plan by the Appellant despite categorical directions by the Ld.

NCLT vide the December Order and also this Hon'ble Appellate Tribunal vide

the NCLAT Order. It is undisputed that the Resolution Plan itself, as

voluntarily submitted by the Appellant, expressly contemplated the

requirement of obtaining certain regulatory approvals, including approvals

from the Reserve Bank of India, for the benefit of the Appellant and its

Company Appeal (AT) (Insolvency) No. 1710 of 2025 18 of 42 proposed foreign investor. Having consciously incorporated these conditions

into its own Resolution Plan, the Appellant cannot now seek to evade its

statutory and contractual obligations by taking shelter behind its own failure

to secure such approvals.

45. Section 31(4) of the Code unequivocally mandates that the Successful

Resolution Applicant shall obtain all approvals required under applicable laws

for implementation of the Resolution Plan within a period of one year from the

date of approval of the Resolution Plan. A plain and purposive reading of

Section 31(4) leaves no manner of doubt that the timelines prescribed therein

are mandatory and not directory. The deliberate use of the word "shall" by the

legislature is of critical significance and reflects a clear legislative intent to

impose a binding and non-negotiable obligation on the Successful Resolution

Applicant to secure all requisite approvals within the stipulated timeframe. In

the present case, the mandatory statutory obligation under Section 31(4) was

further reinforced by Clause 3.1 of the RFRP issued in respect of the

Corporate Debtor, which expressly stipulates that the Resolution Applicant is

required to obtain all approvals, including approvals from the Reserve Bank

of India, necessary for implementation of the Resolution Plan within a period

of one year from the date of approval of the Resolution Plan. The RFRP

categorically clarifies that neither the Resolution Professional nor the

members of the CoC bear any responsibility for procuring such approvals,

thereby placing the obligation squarely and exclusively upon the Appellant.

46. Even if the Appellant had initiated an application before the RBI, such

Company Appeal (AT) (Insolvency) No. 1710 of 2025 19 of 42 a step, by itself, does not amount to compliance with Section 31(4) of the Code

or Clause 3.1 of the RFRP. The Appellant was required to take all necessary

and legally permissible steps to ensure that the requisite approval was

actually obtained within the prescribed period. Mere pendency of an

application cannot be used as a shield to indefinitely postpone

implementation of the Resolution Plan. In the present case, the Appellant

failed to obtain the requisite approvals despite the lapse of more than three

(3) years since the passing of the Plan Approval Order. This prolonged inaction

clearly evidences that the Appellant has used the pendency of regulatory

approval as a ruse to delay and ultimately avoid implementation of the

Resolution Plan.

47. By way of the NCLAT Order dated 05.07.2024, this Hon'ble Court

directed the SRA to deposit a sum of ₹225.14 crores with SBI in

Singapore/UAE, and adjourned the matter to 01.08.2024, recording the

Appellant's submission that it was willing to park the balance amount abroad

to allay the apprehensions of the lenders. Instead of depositing the amount as

directed, the Appellant, by an email dated 16.07.2024, sought to deviate from

the NCLAT Order dated 05.07.2024 by proposing, as an interim arrangement,

to furnish a letter of comfort through its UAE-based financier, citing delays

in account opening, which was contrary to the express directions of this

Hon'ble Court. Despite this non-compliance, this Hon'ble Court on

01.08.2024 granted a further 15 days' time to the Appellant to deposit the

balance amount and adjourned the matter to 21.08.2024. The impasse

Company Appeal (AT) (Insolvency) No. 1710 of 2025 20 of 42 continued when, on 25.09.2024, SBI, DIFC, specifically informed the

Appellant that under the regulatory framework of the Dubai Financial

Services Authority (DFSA), it was not permitted to accept deposits where the

source of funds originated from the UAE state market, and called upon the

Appellant to immediately transfer the balance amount in terms of the NCLAT

Order dated 05.07.2024.

48. In these circumstances, the Ld. NCLT has rightly taken note of the

Appellant's dilatory conduct and correctly directed to initiate liquidation vide

the Impugned Order, to avoid further erosion of the value of the Corporate

Debtor, which is fully in consonance with the scheme of the Code.

The Impugned Order is rightly passed in furtherance of the objectives of the Code and to preserve the value of the Corporate Debtor

49. The Impugned Order directing liquidation of the Corporate Debtor on

account of the Appellant's persistent and inordinate failure to implement the

approved Revised Resolution Plan is in full consonance with the foundational

objectives of the Code. While the Code undoubtedly prioritises resolution over

liquidation, such preference is neither absolute nor unconditional. The

overarching aim of the Code is value maximisation through a time-bound

process, and not the perpetuation of an unworkable or illusory resolution at

the cost of continuous value erosion. The Ld. NCLT has correctly recognised

that endless indulgence under the guise of resolution, where implementation

remains uncertain and repeatedly deferred, defeats the very purpose of the

Code.

Company Appeal (AT) (Insolvency) No. 1710 of 2025 21 of 42

50. The Ld. NCLT rightly exercised jurisdiction under Section 33 of the

Code, which mandates initiation of liquidation where the resolution process

has failed or the approved resolution plan is not implemented within a

reasonable and time-bound framework. In the present case, the Appellant

failed to take effective steps towards implementation for more than three years

after plan approval, including failure to secure mandatory regulatory

approvals such as RBI permissions.

51. The necessity of liquidation is further underscored by tangible evidence

of ongoing and irreversible value destruction. Financial creditors continue to

suffer weekly interest losses, while the Corporate Debtor's principal

businesses, being ferrous metal trading and wind power generation, are

asset-intensive and particularly susceptible to degradation over time. More

than three years have gone by post-approval, creditors have received no value,

and the Corporate Debtor's estate stands materially impaired. In these

circumstances, the Appellant's conduct does not inspire confidence and

demonstrates a pattern of delay rather than bona fide efforts towards

implementation. Where the successful resolution applicant itself frustrates

the process through inaction, liquidation becomes not only permissible but

necessary to preserve value and bring finality. The Ld. NCLT has correctly

relied upon the judgment of the Hon'ble Supreme Court in State Bank of

India v. Consortium of Murari Lal Jalan and Florian Fritsch, 2024 SCC

Online SC 3945, wherein it was recognised that while resolution is preferred,

it cannot be pursued endlessly to the detriment of stakeholders and erosion

Company Appeal (AT) (Insolvency) No. 1710 of 2025 22 of 42 of value, and that liquidation is warranted where resolution becomes

impracticable or illusory.

Erroneous and misleading claim of multiple payment proposals by the Appellant

52. The Appellant's contention that it had proposed payment of the entire

resolution amount upfront is patently misleading and factually untenable. No

such proposal, whether for an upfront payment or for any modification in the

payment structure, was ever placed before the lenders and/or the erstwhile

CoC, who alone are competent to consider and approve any variation to the

terms or timelines of an approved Resolution Plan. The so-called 'upfront

payment' construct was never subjected to commercial scrutiny by the lenders

nor approved in accordance with the statutory framework. Instead, this offer

was advanced for the first time in IA No. 4253/2025, filed unilaterally before

the Ld. NCLT. Such a post facto and unilateral submission before the Ld. NCLT

cannot cure the Appellant's admitted non-compliance with the Revised

Resolution Plan as approved, nor can it substitute the mandatory approval of

the lenders for any alteration to the commercial terms of the plan. The NCLT

is not a forum for entertaining ex-parte renegotiation or restructuring of

payment mechanics under an approved resolution plan, particularly after the

Resolution Applicant has defaulted on material milestones. It is well settled

that the sanctity of the CoC's commercial wisdom and the finality of the

approved plan cannot be undermined through collateral applications before

the NCLT.

53. Significantly, the Appellant's IA was filed only after the Ld. NCLT had

Company Appeal (AT) (Insolvency) No. 1710 of 2025 23 of 42 extensively heard the Liquidation Application and had reserved orders

therein. The timing itself betrays the lack of bona fides and reinforces that

the alleged proposal was a belated afterthought, intended solely to stave off

the inevitable consequences of prolonged non-implementation. A proposal that

is neither approved by the lenders nor placed before the competent

stakeholders, and which surfaces only after conclusion of hearings, does not

merit consideration in law. Having admittedly failed to implement the Revised

Resolution Plan within the prescribed and extended timelines, the Appellant

cannot rely on an unapproved, procedurally infirm, and post-hoc "proposal"

to avoid the legal consequences of its own default. The Impugned Order,

therefore, rightly rejected such belated attempts and directed liquidation, in

consonance with the statutory scheme and settled jurisprudence.

54. Even after the Impugned Order dated 16.10.2025 directing liquidation,

the Appellant has continued with its dilatory tactics. Pursuant to an order

dated 23.03.2026 passed by this Hon'ble Tribunal, the SRA submitted a fresh

offer to the financial creditors and operational creditors on 07.04.2026, which

was placed before the Stakeholders' Consultation Committee ('SCC') for

deliberation in its 6th SCC Meeting held on 20.04.2026. The SCC, after

extensive deliberations, rejected the SRA's offer and decided to proceed with

the liquidation process with an overwhelming majority of 81.778%. The

grounds for rejection included: (i) consistent pattern of delay by the SRA over

the past several years; (ii) failure to deposit actual funds, with only scanned

copies of demand drafts/pay orders aggregating to Rs.135 crore being shared

Company Appeal (AT) (Insolvency) No. 1710 of 2025 24 of 42 via email without physical instruments or realizable funds being received; (iii)

lack of clarity on source of funds and timeline for implementation; (iv) the

SRA's reliance on the Corporate Debtor's own cash balance accumulated

during CIRP and liquidation as part of the amount to be paid to financial

creditors; and (v) absence of demonstrated intent through actual fund

infusion despite multiple opportunities granted by the Hon'ble NCLT, NCLAT,

and Supreme Court.

55. Thus, in view of the foregoing submissions, the Respondent No. 1

submits that the captioned Appeal has no merit and shall be dismissed with

exemplary costs. The Appellant's consistent failure to implement the Revised

Resolution Plan for over three years, coupled with its repeated dilatory tactics,

has frustrated the core objectives of the Code. The Impugned Order rightly

brings finality to this protracted process, prioritizing value preservation over

an endless and illusory resolution. The Appeal is, therefore, a misuse of

process and deserves to be dismissed with exemplary costs.

Submissions of R2/Liquidator

56. Respondent No. 2 is the Liquidator of the Ushdev International Limited

("Corporate Debtor"). The Corporate Debtor was admitted into Liquidation

vide order dated 16.10.2025 ("Liquidation order"),1 passed by the National

Company Law Tribunal, Mumbai Bench - II, ("Ld. NCLT") in CP (IB) No.

1790/MB/2017 ("Petition"), pursuant to which, the Respondent No. 2 was

appointed as the Liquidator.

Company Appeal (AT) (Insolvency) No. 1710 of 2025 25 of 42

57. Taguda Pte. Limited ("Appellant") was the Successful Resolution

Professional of the Corporate Debtor, whose revised Resolution Plan was

approved by the Ld. NCLT vide order 03.02.2022 ("Plan Approval Order"). As

per the payment scheme enumerated under the Appellant's Resolution Plan,

it was required to remit a payment of INR 227 Crore, in five (5) tranches ("total

plan value"), to the creditors and other stakeholders of the Corporate Debtor.

Pertinently, an amount of INR 225 Crore out of the total plan value was to be

disbursed in favour of the financial creditors.

58. However, the Appellant repeatedly failed to perform its obligations

under the Resolution Plan and, despite lapse of more than two (2) years from

the Plan Approval Order, failed to disburse the entire amount contemplated

thereunder, notwithstanding the numerous opportunities granted by the

financial creditors, including State Bank of India ("Respondent No.1").

Pursuant to such non - implementation of the Resolution Plan by the

Appellant, the Respondent No. 1 filed IA No. 33 of 2024 before the Ld. NCLT

in the aforesaid Petition, seeking initiation of liquidation proceedings against

the Corporate Debtor, which was subsequently allowed vide the Liquidation

Order. The captioned Appeal has been filed by the Appellant, assailing the

Liquidation Order passed by Ld. NCLT.

59. During the pendency of the liquidation proceedings of the Corporate

Debtor, the Appellant had proposed to make a one-time payment of the entire

amount contemplated under the Resolution Plan, for fulfilment of its

obligation. However, the Appellant's proposal has been rejected by the

Company Appeal (AT) (Insolvency) No. 1710 of 2025 26 of 42 Stakeholders Consultation Committee ("SCC") in the 6th and 7th SCC meeting,

who are opinion that they have no faith in the Appellant, and that the proposal

made by the Appellant is merely a delaying tactic without actual deposit of

amount in liquidation account, without any intent to perform even after four

(4) years from the date of Plan Approval Order.

60. In view of the above, it is submitted that the Appellant had remitted

merely an amount of INR 15 Crore in the liquidation account of the Corporate

Debtor in January, 2026, against the total plan value of INR 227 Crore. No

further amount has been remitted by the Appellant in the liquidation account

of the Corporate Debtor.

61. It is further submitted that so far, the Respondent No. 2 has taken the

following steps qua the liquidation proceedings of the Corporate Debtor:

i. Respondent No. 2 undertook the process of examination, verification and admission/rejection of claims submitted by various stakeholders and updated list of stakeholders, along with the composition of the SCC as on 23.04.2026;

ii. The status of claims admitted, has been duly circulated to the SCC members and filed before the Ld. NCLT on 30.04.2026.

iii. An updated Asset Memorandum dated 28.04.2026, based on valuation reports received, has also been prepared and filed before the Ld. NCLT on 30.04.2026.

Company Appeal (AT) (Insolvency) No. 1710 of 2025 27 of 42

62. The valuation process of the assets of the Corporate Debtor has been

completed, and further steps in the liquidation process are presently

underway. Pursuant thereto, the average current market value of the total

assets of the Corporate Debtor has been assessed at INR 2,41,49,15,893/-,

while the average liquidation value total assets of the has been determined at

INR 2,02,58,85,165/-. However, the State bank of India and the Canara

bank have not relinquished their charge on Windmill and land located in

Satara and Theni respectively. Therefore, the average market value of the

liquidation estate of the Corporate Debtor has been assessed at INR

1,99,72,71,229/-, whereas the liquidation value of the liquidation estate of

the corporate debtor has been assessed at INR 1,67,84,69,169/-.

63. Pursuant to the decision taken in the 7th SCC meeting dated

18.05.2026, an amount of INR 41,05,08,625/-, out of surplus fund of INR

50.93 crore held in FDR being the proceeds generated from the business

operations of the Corporate Debtor, came to be disbursed amongst the

secured financial creditor members of the SCC after paying CIRP and

Liquidation cost on 20.05.2026.

Analysis and Evaluation

64. The Corporate Insolvency Resolution Process ("CIRP") of Ushdev

International Limited ("UIL") a Company incorporated under the Companies

Act, 1956, ("Corporate Debtor") commenced vide order dated 17.05.2018

passed by the Hon'ble Tribunal. The Appellant, Taguda Pte. Limited herein is

the Successful Resolution Applicant of Ushdev International Limited ("UIL")

the Corporate Debtor, herein. In the Present filed by the Appellant it Company Appeal (AT) (Insolvency) No. 1710 of 2025 28 of 42 challenges Impugned Liquidation Order dt.16.10.2025 passed by the Hon'ble

National Company Law Tribunal, Mumbai Bench (hereinafter referred to as

"the Hon'ble Tribunal") in the Interlocutory Application No. 33 of 2024 in the

Company Petition (IB) No. 1790 of 2017 filed under Section 7 of the Insolvency

& Bankruptcy Code, 2016 ("the Code") read along with Rule 11 of the National

Company Law Tribunal Rules, 2016 ("the NCLT Rules"). NCLT vide Impugned

Order dated 16.10.2025 allowed the Liquidation of Ushdev International

Limited, the Corporate Debtor.

65. We observe that Taguda Pte. Limited ("Appellant") was the Successful

Resolution Professional of the Corporate Debtor, whose revised Resolution

Plan was approved by the Ld. NCLT vide order 03.02.2022 ("Plan Approval

Order"). As per the payment scheme enumerated under the Appellant's

Resolution Plan, it was required to remit a payment of INR 227 Crore, in five

(5) tranches ("total plan value"), to the creditors and other stakeholders of the

Corporate Debtor. Pertinently, an amount of INR 225 Crore out of the total

plan value was to be disbursed in favour of the financial creditors. However,

the Appellant repeatedly failed to perform its obligations under the Resolution

Plan and, despite lapse of more than two (2) years from the Plan Approval

Order, failed to disburse the entire amount contemplated thereunder,

notwithstanding the numerous opportunities granted by the financial

creditors, including State Bank of India ("Respondent No. 1").

66. Pursuant to such non - implementation of the Resolution Plan by the

Appellant, the Respondent No. 1 filed IA No. 33 of 2024 before the Ld. NCLT

Company Appeal (AT) (Insolvency) No. 1710 of 2025 29 of 42 in the aforesaid Petition, seeking initiation of liquidation proceedings against

the Corporate Debtor, which was subsequently allowed vide the Liquidation

Order. The captioned Appeal has been filed by the Appellant, assailing the

Liquidation Order passed by Ld. NCLT.

67. While analyzing the relief sought, it will be appropriate to delve into the

background in which during the pendency of the liquidation proceedings of

the Corporate Debtor, the Appellant had proposed to make a one-time

payment of the entire amount contemplated under the Resolution Plan, for

fulfilment of its obligation by filing an Interlocutory Application No. 4253 of

2025 dated 31.07.2025 with a proposal to make a one-time, unconditional

Payment of the entire Resolution Plan; the gist of the repayment plan is as

extracted below:

Date Amount (INR) 15.08.2025 ₹98,14,00,000/- equivalent to the first 2 tranches of payment under the terms of the Resolution Plan.

After adjusting amount of performance guarantee and bid guarantee of ₹18,00,00,000/- appropriated by Financial Creditors and an amount of ₹41,00,00,000/- cash balances with Corporate Debtor which are available to the Appellant as per provision of the Resolution Plan.

The balance amounting to ₹39,14,00,000/-. 31.10.2025 ₹ 500,000,000/- 30.11.2025 ₹ 500,000,000/- 31.12.2025 ₹ 270,000,000/-

Company Appeal (AT) (Insolvency) No. 1710 of 2025 30 of 42 68. However, the Appellant's proposal has been rejected by the

Stakeholders Consultation Committee in the 6th and 7th SCC meeting, who

were of the opinion that they have no faith in the Appellant, and that the

proposal made by the Appellant is merely a delaying tactic without actual

deposit of amount in liquidation account, without any intent to perform even

after four (4) years from the date of Plan Approval Order.

69. In this background we observe that it is the prayer in this appeal that

payment plan was not considered by the Adjudicating Authority and without

any bona fide reason the Adjudicating Authority dismissed the interlocutory

application and the impugned order was passed by the Adjudicating Authority

in IA No. 33/MB/2024 CP(IB) No. 1790/MB/2017, thereby ordering for the

liquidation of the Corporate Debtor.

70. We note that the appellant has prayed for setting aside the impugned

liquidation order dated 16.10.2025, also requested to remand the

Interlocutory Application No.253 of 2025 in the Interlocutory Application No.

33 of 2024 in Company Petition (IB) No. 1790 of 2017 to ensure that a fair

hearing of the said Interlocutory Application is conducted and also requested

to accept the Appellant's one-time unconditional payment proposal towards

the resolution plan.

71. Basis the material placed on record, we now delve into the merits of the

reliefs sought by the Appellant.

Company Appeal (AT) (Insolvency) No. 1710 of 2025 31 of 42

72. Before considering the reliefs sought in detail, we observe that despite

approval of Appellant-SRA-Taguda's Resolution Plan on 03.02.2022, the same

remained unimplemented for over three years due to appellant-SRA- Taguda's

failure to obtain necessary regulatory approvals and funds from the foreign

investor.

73. We further observe that the Appellant's core pleas vis-a-vis,

implementation of Resolution Plan being delayed due to RBI approvals,

readiness to park funds offshore, and grant of further indulgence for

implementation, were squarely considered and rejected by this Appellate

Tribunal while dismissing Company Appeal (AT) (Ins.) No. 351 of 2024 on

30.05.2025 ('NCLAT Order') - and also with a request to the Ld. NCLT to

decide the pending liquidation application expeditiously.

74. The Appellant-SRA-Taguda's challenged the order of this appellate

tribunal, which was met with dismissal by the Hon'ble Supreme Court on

23.07.2025, which categorically recorded that although the resolution plan

had been approved on 03.02.2022, it remained unimplemented even after

three years because the SRA/Taguda failed to obtain the necessary clearances.

75. The issues raised by the Appellant in the present Appeal are

substantially the same as those that were squarely raised and decided against

the Appellant in Company Appeal (AT) (Ins.) No. 351 of 2024, which was

dismissed by this Appellate Tribunal vide the NCLAT Order dated 30.05.2025.

This Appellate Tribunal had specifically held that no grounds were made out

to interfere with the December Order and requested the Ld. NCLT to decide

Company Appeal (AT) (Insolvency) No. 1710 of 2025 32 of 42 the pending Liquidation Application expeditiously, preferably within three

months. The Hon'ble Supreme Court, vide order dated 23.07.2025, dismissed

the Appellant's Civil Appeal No. 7648 of 2025 against the NCLAT Order,

recording that the resolution plan was approved on 03.02.2022 but remained

unimplemented even after three years because the SRA failed to get the

necessary clearances. We find that the present Appeal is an impermissible

attempt to re-litigate issues that have been conclusively decided against the

Appellant and attained finality. It is an impermissible collateral attack on

orders inter partes that have attained finality. We further observe that the

Impugned Order gives effect to the NCLAT's 30.05.2025 direction which was

even affirmed by the Hon'ble Supreme Court, to bring the matter to closure,

which is consistent with the Code's time-bound objective. Thus, in our view,

the present appeal is barred by finality and principles of res judicata.

76. We further observe that the appellants attempt to seek natural justice

based on I.A. 4253 of 2025 is misconceived. Adjudicating authority has

recorded on 08.10.2025 that the application was filed after arguments were

concluded and orders reserved in the liquidation application, wherein post-

reservation any application does not confer a right to reopen hearings. The

timing of the filing of the IA by the Appellant - after the NCLT had extensively

heard the Liquidation Application and had reserved orders therein- itself

betrays the lack of bona fides and reinforces that the alleged proposal was a

belated afterthought, intended solely to stave off the inevitable consequences

of prolonged non-implementation. In our view a proposal that is neither

approved by the lenders nor placed before the competent stakeholders, and Company Appeal (AT) (Insolvency) No. 1710 of 2025 33 of 42 which surfaces only after conclusion of hearings, does not merit

consideration. Having admittedly failed to implement the Revised Resolution

Plan within the prescribed and extended timelines, the Appellant cannot rely

on an unapproved, procedurally infirm, and post-hoc "proposal" to avoid the

legal consequences of its own default. We find that filing of such an

interlocutory application is a dilatory tactic and an attempt to derail the

process of liquidation and would endlessly delay the implementation and

cause insufferable value erosion of the Corporate Debtor, leaving lenders

remediless, thus, defeating entire object of the Code. The Impugned Order,

therefore, rightly rejected such belated attempts and directed liquidation, in

consonance with the statutory scheme and settled jurisprudence.

77. It is also brought on record by Respondent No.1 that even after the

Impugned Order dated 16.10.2025 directing liquidation, the Appellant has

continued with its dilatory tactics. Pursuant to an order dated 23.03.2026

passed by this Appellate Tribunal, the SRA submitted a fresh offer to the

financial creditors and operational creditors on 07.04.2026, which was placed

before the Stakeholders' Consultation Committee ('SCC') for deliberation in its

6th SCC Meeting held on 20.04.2026. The SCC, after extensive deliberations,

rejected the SRA's offer and decided to proceed with the liquidation process

with an overwhelming majority of 81.778%. The grounds for rejection

included: (i) consistent pattern of delay by the SRA over the past several years;

(ii) failure to deposit actual funds, with only scanned copies of demand

drafts/pay orders aggregating to ₹135 crore being shared via email without

physical instruments or realizable funds being received; (iii) lack of clarity on Company Appeal (AT) (Insolvency) No. 1710 of 2025 34 of 42 source of funds and timeline for implementation; (iv) the SRA's reliance on the

Corporate Debtor's own cash balance accumulated during CIRP and

liquidation as part of the amount to be paid to financial creditors; and (v)

absence of demonstrated intent through actual fund infusion despite multiple

opportunities granted by the Hon'ble NCLT, NCLAT and Supreme Court.

78. We note that the main argument canvassed by the appellant is that it

has been making sincere efforts to implement the resolution plan and has

also been pursuing the matter of RBI approvals. Despite that the Adjudicating

Authority has passed the impugned order for liquidation of the corporate

debtor. We observe that the Resolution Plan itself, expressly contemplated the

requirement of obtaining certain regulatory approvals, including approvals

from the Reserve Bank of India, for the benefit of the Appellant and its

proposed foreign investor. Having incorporated these conditions into its own

Resolution Plan, the Appellant cannot now seek to evade its statutory and

contractual obligations by taking shelter behind its own failure to secure such

approvals. The Appellant may be making efforts but we note that these were

not effective steps towards implementation of the resolution plan despite

categorical directions by the Ld. NCLT vide the December Order and also this

Appellate Tribunal's orders.

79. We further observe that per Section 31(4) of the Code, the Successful

Resolution Applicant shall obtain all approvals required under applicable laws

for implementation of the Resolution Plan within a period of one year from the

date of approval of the Resolution Plan. In the present case, the mandatory

Company Appeal (AT) (Insolvency) No. 1710 of 2025 35 of 42 statutory obligation under Section 31(4) was further reinforced by Clause 3.1

of the RFRP issued in respect of the Corporate Debtor, which expressly

stipulates that the Resolution Applicant is required to obtain all approvals,

including approvals from the Reserve Bank of India, necessary for

implementation of the Resolution Plan within a period of one year from the

date of approval of the Resolution Plan. The RFRP categorically clarifies that

neither the Resolution Professional nor the members of the CoC bear any

responsibility for procuring such approvals, thereby placing the obligation

squarely and exclusively upon the Appellant.

80. We also agree with the arguments of the respondents that even if the

Appellant had initiated an application before the RBI, such a step, by itself,

does not amount to compliance with Section 31(4) of the Code or Clause 3.1

of the RFRP. The Appellant was required to take all necessary and legally

permissible steps to ensure that the requisite approval was actually obtained

within the prescribed period. Mere pendency of an application cannot be used

as a shield to indefinitely postpone implementation of the Resolution Plan. In

the present case, the Appellant failed to obtain the requisite approvals despite

the lapse of more than three (3) years since the passing of the Plan Approval

Order. This prolonged inaction clearly evidences that the Appellant has used

the pendency of regulatory approval as a ruse to delay and ultimately avoid

implementation of the Resolution Plan.

81. Briefly looking at the opportunities provided to the appellant for the

implementation of the resolution plan, we observe that vide NCLAT Order

Company Appeal (AT) (Insolvency) No. 1710 of 2025 36 of 42 dated 05.07.2024, this Appellate Tribunal directed the SRA to deposit a sum of

₹225.14 crores with SBI in Singapore/UAE, while recording the Appellant's

submission that it was willing to park the balance amount abroad to allay the

apprehensions of the lenders. Instead of depositing the amount as directed,

the Appellant, by an email dated 16.07.2024, sought to deviate from the

NCLAT's Order dated 05.07.2024 by proposing, as an interim arrangement,

to furnish a letter of comfort through its UAE-based financier, citing delays in

account opening, which was contrary to the express directions of this

Appellate Tribunal. Despite this non-compliance, this Appellate Tribunal on

01.08.2024 granted a further 15 days' time to the Appellant to deposit the

balance amount. The impasse continued when, on 25.09.2024, SBI, DIFC,

specifically informed the Appellant that under the regulatory framework of the

Dubai Financial Services Authority (DFSA), it was not permitted to accept

deposits where the source of funds originated from the UAE state market, and

called upon the Appellant to immediately transfer the balance amount in

terms of the NCLAT Order dated 05.07.2024. In these circumstances, the

Adjudicating authority has rightly taken note of the Appellant's dilatory

conduct and correctly directed to initiate liquidation vide the Impugned Order,

to avoid further erosion of the value of the Corporate Debtor, which is fully in

consonance with the scheme of the Code.

82. We also take note of the fact that the Appellant had remitted merely an

amount of INR 15 Crore in the liquidation account of the Corporate Debtor in

January, 2026, against the total plan value of INR 227 Crore. No further

Company Appeal (AT) (Insolvency) No. 1710 of 2025 37 of 42 amount has been remitted by the Appellant in the liquidation account of the

Corporate Debtor. On the contrary Respondent No.1-SBI brings to our notice

that the Appellant's contention that it had proposed payment of the entire

resolution amount upfront is patently misleading and factually untenable. No

such proposal, whether for an upfront payment or for any modification in the

payment structure, was ever placed before the lenders and/or the erstwhile

CoC, who alone are competent to consider and approve any variation to the

terms or timelines of an approved Resolution Plan. The so-called 'upfront

payment' construct was never subjected to commercial scrutiny by the lenders

nor approved in accordance with the statutory framework. Instead, this offer

was advanced for the first time in IA No. 4253/2025, filed unilaterally before

the Ld. NCLT. We agree with the contention of Respondent No.1-SBI that such

a post facto and unilateral submission before the Ld. NCLT cannot cure the

Appellant's admitted non-compliance with the Revised Resolution Plan as

approved, nor can it substitute the mandatory approval of the lenders for any

alteration to the commercial terms of the plan. We also agree with the

contention of Respondent No.1-SBI that the NCLT is not a forum for

entertaining ex-parte renegotiation or restructuring of payment mechanics

under an approved resolution plan, particularly after the Resolution Applicant

has defaulted on material milestones. The sanctity of the CoC's commercial

wisdom and the finality of the approved plan cannot be undermined through

collateral applications before the NCLT.

Company Appeal (AT) (Insolvency) No. 1710 of 2025 38 of 42

83. We further observe that the Impugned Order directing liquidation of the

Corporate Debtor on account of the Appellant's persistent and inordinate

failure to implement the approved Revised Resolution Plan is in full

consonance with the foundational objectives of the Code. While the Code

undoubtedly prioritizes resolution over liquidation, such preference is neither

absolute nor unconditional. The overarching aim of the Code is value

maximization through a time-bound process, and not the perpetuation of an

unworkable or illusory resolution at the cost of continuous value erosion.

Endless indulgence under the guise of resolution, where implementation

remains uncertain and repeatedly deferred, defeats the very purpose of the

Code. Where the resolution process has failed or the approved resolution plan

is not implemented within a reasonable and time-bound framework the

jurisdiction under Section 33 of the Code, mandating initiation of liquidation

is rightly exercised by the AA and it cannot be faulted. In the present case, the

Appellant failed to take effective steps towards implementation for more than

three years after plan approval, including failure to secure mandatory

regulatory approvals such as RBI permissions. The necessity of liquidation is

further underscored by tangible evidence of ongoing and irreversible value

destruction. Financial creditors continue to suffer weekly interest losses,

while the Corporate Debtor's principal businesses, being ferrous metal trading

and wind power generation, are asset-intensive and particularly susceptible

to degradation over time. More than three years have gone by post-approval,

creditors have received no value, and the Corporate Debtor's estate stands

materially impaired. In these circumstances, the Appellant's conduct does not

Company Appeal (AT) (Insolvency) No. 1710 of 2025 39 of 42 inspire confidence and demonstrates a pattern of delay rather than bona fide

efforts towards implementation. Where the successful resolution applicant

itself frustrates the process through inaction, liquidation becomes not only

permissible but necessary to preserve value and bring finality.

84. Even the Hon'ble Supreme Court in State Bank of India v.

Consortium of Murari Lal Jalan and Florian Fritsch, 2024 SCC Online SC

3945, has recognized that while resolution is preferred, it cannot be pursued

endlessly to the detriment of stakeholders and erosion of value, and that

liquidation is warranted where resolution becomes impracticable or illusory.

Thus, we find that the Impugned Order is rightly passed in furtherance of the

objectives of the Code and to preserve the value of the Corporate Debtor.

85. The Appellant has canvassed another argument that the Resolution

Plan amount is more than double the value of the Liquidation of the Corporate

Debtor. Therefore, implementation of the Plan shall greatly benefit not just

the Corporate Debtor, but also the Stakeholders, the Financial Creditors, the

employees, the management, etc. Liquidation is a long-drawn and value-

destructive process, wherein recoveries are uncertain. Thus, in these

circumstances, the implementation of the Resolution Plan, as opposed to the

Liquidation of the Corporate Debtor would maximise the recovery scale of the

Financial Creditors, while also enabling the continuity of the business and

maintenance of the Stakeholder value. The appellant also contends that the

liquidation valuation of the Corporate Debtor is highly inflated in an attempt

to draw it closer to the Resolution Plan Amount and to justify the decision of

Company Appeal (AT) (Insolvency) No. 1710 of 2025 40 of 42 the SCC to refuse to exercise commercial wisdom that any prudent man would

be able to apprehend. The attempt to portray liquidation as commercially

beneficial is founded upon an artificially inflated valuation exercise

undertaken during liquidation. The strong resolve of the Stakeholders

Consultation Committee ("SCC") to initiate Liquidation of the Corporate

Debtor over implementation of the Resolution Plan is unintelligible and

indecipherable since the present scenario the liquidation amount is lesser

than the Resolution Plan amount and instead the Creditors and stakeholders

shall suffer huge losses if the Liquidation is proceeded with. The appellant

also claims that the stubborn stance of the SCC to liquidate the Corporate

Debtor, when the Appellant/Successful Resolution Professional is ready with

the entire amount of ₹227/- crores immediately is not just detrimental to the

benefit of the SCC members but also to the other stakeholders upon whom

the commercially incoherent decision of the SCC is being thrust. Vehemently,

opposing such arguments the liquidator has brought to our notice that during

the pendency of the liquidation proceedings of the Corporate Debtor, the

Appellant had proposed to make a one-time payment of the entire amount

contemplated under the Resolution Plan, for fulfilment of its obligation.

However, the Appellant's proposal has been rejected by the Stakeholders

Consultation Committee in the 6th and 7th SCC meeting, who are of the

opinion that they have no faith in the Appellant, and that the proposal made

by the Appellant is merely a delaying tactic without actual deposit of amount

in liquidation account, without any intent to perform even after four (4) years

from the date of Plan Approval Order.

Company Appeal (AT) (Insolvency) No. 1710 of 2025 41 of 42

86. Reliance placed by the Appellant on the judgments with respect to State

Bank of India (supra) and Asha Chopra & Ors. (supra) are of no assistance

to the Appellant as the facts are distinguishable in the present case.

Orders

87. In the facts and circumstances of the case, we find that the Appellant's

consistent failure to implement the Revised Resolution Plan for over three

years, coupled with its repeated dilatory tactics, has frustrated the core

objectives of the Code. The Impugned Order rightly brings finality to this

protracted process, prioritizing value preservation over an endless and

illusory resolution and therefore we do not find any infirmity in the impugned

order. Accordingly, the appeal is dismissed. All related IA's are also disposed

of accordingly. We further find that the appellant has wasted precious judicial

time in multiple appeals and has not allowed the proceedings under the Code

to move on swiftly and has thus has misused the judicial process and

deserves to be dismissed with a cost of ₹5 Lakhs, to be deposited in Prime

Minister Care Fund.

[Justice N. Seshasayee] Member (Judicial)

[Arun Baroka] Member (Technical) New Delhi.

July 06, 2026.

pawan

Company Appeal (AT) (Insolvency) No. 1710 of 2025 42 of 42