The Adjudicating Authority approved the Resolution Plan submitted by RKG Asset Management LLP for the Corporate Debtor Amzen Machines, confirming the commercial wisdom of the CoC.
The Resolution Plan of Rs. 90.50 Crores submitted by the Resolution Applicant is approved. The moratorium imposed under Section 14 ceases to have effect.
This page shows the compact analysis of this judgement. The full analysis — procedural history, issue-by-issue holdings with ratio and obiter, advocates, and paragraph-level evidence for every claim — is being added to the record in batches and will appear here when this judgement has been through it.
IN THE NATIONAL COMPANY LAW TRIBUNAL
COURT-III, NEW DELHI
IA-2971/2022
in
(IB)-2058(ND)/2019
IN THE MATTER OF:
PUNJAB NATIONAL BANK
…… Financial Creditor
VERSUS
M/S. AMZEN MACHINES (P) LTD.
.…… Corporate Debtor
IN THE MATTER OF IA-2971/2022
Under Section 30(6) r/w Section 31 r/w Section 60(5) of IBC, 2016 r/w Regulation 39(4) of IBBI (CIRP Regulations), 2016 and Rule 11 of the National Company Law Tribunal Rules, 2016
MR. ANURAG GOEL
Resolution Professional of M/s. Amzen Machines (P) Ltd.
…… Applicant/Resolution Professional
VERSUS
RKG ASSETS MANAGEMENT LLP INVESTMENT MANAGER
RKG FUND-I, A SCHEME OF RKG TRUST, CATEGORY II ALTERNATIVE INVESTMENT FUND
…… Respondent/Successful Resolution Applicant
Pronounced On: 17.04.2023
CORAM:
SHRI BACHU VENKAT BALARAM DAS, HON'BLE MEMBER (JUDICIAL) SHRI ATUL CHATURVEDI, HON'BLE MEMBER (TECHNICAL)
PUNJAB NATIONAL BANK vs. M/S. AMZEN MACHINES (P) LTD. IA-2971/2022 IN (IB) – 2058(ND)/2019 Date of Order : 17.04.2023
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PRESENT:
ORDER
PER: BACHU VENKAT BALARAM DAS, MEMBER (JUDICIAL)
1. Description of the Parties
PUNJAB NATIONAL BANK vs. M/S. AMZEN MACHINES (P) LTD. IA-2971/2022 IN (IB) – 2058(ND)/2019 Date of Order : 17.04.2023
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1.3. The Successful Resolution Applicant (“SRA”) namely RKG ASSET MANAGEMENT LLP, RKG Fund-I, A scheme of RKG Trust, category II Alternative Investment Fund (AIF), managed by RKG ASSET MANAGEMENT LLP is a Limited Liability Partnership under Limited Liability Partnership Act, 2008 with LLP Identification No. AAQ-2273. The SRA was established vide Indenture of Trust dated 05.11.2019 with Shri Aneesh Goel as the settler of the Trust. The Registered Office Address of SRA is A-1/25, Paschim Vihar, New Delhi-110063. RKG Fund I, a scheme of RKG Trust, a category II AIF registered with the Securities and Exchange Board of India managed by RKG Asset Management LLP. RKG Trust obtained its Certificate of Registration from the Securities and Exchange Board of India on May 21, 2020 as a Category-II AIF. On the date of application, the SRA is carrying on the activity of a Category II AIF, managing and disposing of investments with a view of achieving long-term capital appreciation by investing in permissible securities/instruments in accordance with the investment objectives of the Scheme. The Fund has been involved in raising funds and has invested them in diverse portfolio ties as per well-defined investment strategies for the benefit of the investors.
1.4. Brief Background of the Case
This Adjudicating Authority vide order dated 11.03.2021 was pleased to admit the Company Petition (IB)-2058(ND)/2019 filed by Punjab National Bank (“Financial Creditor/FC”), for initiating the Corporate Insolvency Resolution Process (“CIRP”) under Section 7 of the Code against the Corporate Debtor and declared the moratorium and appointed the Applicant Mr. Anurag Goel as an Interim Resolution Professional (“IRP”). A copy of the admission order dated 11.03.2021 is filed along with the application.
2. Collation of claims by RP
PUNJAB NATIONAL BANK vs. M/S. AMZEN MACHINES (P) LTD. IA-2971/2022 IN (IB) – 2058(ND)/2019 Date of Order : 17.04.2023
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| Newspaper | Date | Language | Edition |
|---|---|---|---|
| Financial Express | 18.03.2021 | English | All India |
| Jansatta | 18.03.2021 | Hindi | Delhi-NCR |
| The Hindu | 18.03.2021 | Tamil | Tamil Nadu |
| Navshakti | 18.03.2021 | Marathi | Maharashtra |
Copy of the public notice was duly uploaded on the website of the Insolvency and Bankruptcy Board of India (“IBBI”). Copy of the public announcements under Form-A dated 17.03.2021 are filed along with the application.
| S.No. | Category of Creditor | Claim Amount | Claim Amount Admitted |
Claim Amount Admitted |
not |
|---|---|---|---|---|---|
| 1. | Secured Financial Creditors |
4,99,25,12,161 | 4,99,25,12,161 | - |
PUNJAB NATIONAL BANK vs. M/S. AMZEN MACHINES (P) LTD. IA-2971/2022 IN (IB) – 2058(ND)/2019 Date of Order : 17.04.2023
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| 2. | Un-Secured Financial Creditors |
- | - | - |
|---|---|---|---|---|
| 3. | Operational Creditors (Workmen and Employees) |
3,51,86,858 | 88,22,149 | 2,63,64,709 |
| 4. | Operational Creditors (Government Dues) |
77,14,197 | 77,14,197 | - |
| 5. | Operational Creditors (other than Workmen and Employees and Government Dues) |
28,77,27,145 | 22,12,48,539 | 6,64,78,606 |
| Total | 5,32,31,40,361 | 5,23,02,97,046 | 9,28,43,315 |
| S. No. | Sequence of Meeting of | Date of |
CoC Members |
|---|---|---|---|
| CoC | Meeting | Present | |
| 1. | First Meeting of CoC | 15.07.2021 | Yes |
| 2. | Second Meeting of CoC | 04.09.2021 | Yes |
| 3. | Third Meeting of CoC | 07.10.2021 | Yes |
| 4. | Fourth Meeting of CoC | 27.10.2021 | Yes |
| 5. | Fifth Meeting of CoC | 04.12.2021 | Yes |
| 6. | Sixth Meeting of CoC | 17.12.2021 | Yes |
| 7. | Seventh Meeting of CoC | 29.01.2022 | Yes |
| 8. | Eighth Meeting of CoC | 02.03.2022 | Yes |
| 9. | Ninth Meeting of CoC | 23.03.2022 | Yes |
| 10. | Tenth Meeting of CoC | 16.04.2022 | Yes |
| 11. | Eleventh Meeting of CoC | 30.04.2022 | Yes |
| 12. | Twelfth Meeting of CoC | 09.05.2022 | Yes |
| 13. | Thirteenth Meeting of CoC | 12.05.2022 | Yes |
| 14. | Fourteenth Meeting of CoC | 03.06.2022 | Yes |
PUNJAB NATIONAL BANK vs. M/S. AMZEN MACHINES (P) LTD. IA-2971/2022 IN (IB) – 2058(ND)/2019 Date of Order : 17.04.2023
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3. Valuation of the Corporate Debtor
In terms of Regulation 27 of CIRP Regulations, the RP has appointed two registered valuers, registered with IBBI for the purpose of determining the Liquidation value and Fair value of the assets of the Corporate Debtor, namely:
1. Resolute Valuers & Consultants Private Limited (IBBI/RVE/01/2019/111)
2. Crest Valuation Services Private Limited (IBBI/RV-E/05/2020/127) The Summary of the valuation report are as follows:
| S.No. | Assets | Average | Average |
|---|---|---|---|
| Fair Value |
Liquidation | ||
| (in Cr.) | Value (in Cr.) | ||
| 1. | Land and Building | 39.51 | 31.61 |
| 2. | Plant and Machinery | 75.71 | 52.05 |
| 3. | Financial Assets | 24.13 | 9.46 |
| Total | 139.35 | 93.12 |
The Fair value of the Corporate Debtor is Rs. 139,35,00,000/- (Rupees One Hundred Thirty Nine Crore Thirty Five Lakh only) and the Liquidation value of the Corporate Debtor is Rs. 93,12,00,000/(Rupees Ninty Three Crore Twelve Lakh only) as per Form-H filed with the application. The Summary of the valuation report along with the complete valuation report is filed along with the application.
4. Evaluation and voting
PUNJAB NATIONAL BANK vs. M/S. AMZEN MACHINES (P) LTD. IA-2971/2022 IN (IB) – 2058(ND)/2019 Date of Order : 17.04.2023
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36A of the CIRP Regulations invited EoI and did the marketing for submission of Resolution Plans for the CD. The EoI was invited under the prescribed Form-G and published in the following newspapers:
| Newspaper | Date | Language | Edition |
|---|---|---|---|
| Business Standard | 07.09.2021 | English | All India |
| Navbharat Times | 07.09.2021 | Hindi | Delhi-NCR |
| The Hindu | 07.09.2021 | Tamil | Tamil Nadu |
| Navshakti | 07.09.2021 | Marathi | Maharashtra |
A copy of the Form-G (public announcement) was duly uploaded on the website of the Insolvency and Bankruptcy Board of India (IBBI). A copy of Form-G dated 07.09.2021 is filed along with the application.
PUNJAB NATIONAL BANK vs. M/S. AMZEN MACHINES (P) LTD. IA-2971/2022 IN (IB) – 2058(ND)/2019 Date of Order : 17.04.2023
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a. Eclear Leasing & Finance Pvt. Ltd
c. KL Steels Private Limited
1. Eclear Leasing & Finance Pvt Ltd.
2. RKG Fund-I, A scheme of RKG Trust, Category II AIF ("RKG FUND") managed by RKG Assets Management LLP-Investment Manager.
PUNJAB NATIONAL BANK vs. M/S. AMZEN MACHINES (P) LTD. IA-2971/2022 IN (IB) – 2058(ND)/2019 Date of Order : 17.04.2023
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7th meeting of the CoC was convened on 29.01.2022 and CoC informed RP that Resolution Plans require more negotiations as the term sheet were not satisfactory. The 8th meeting of the CoC was convened on 02.03.2022, wherein the RP invited PRAs for negotiation. The CoC requested both the PRAs that plans need more improvement and are not acceptable in their present form.
PUNJAB NATIONAL BANK vs. M/S. AMZEN MACHINES (P) LTD. IA-2971/2022 IN (IB) – 2058(ND)/2019 Date of Order : 17.04.2023
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CoC members informed Chairman that they can forward only RKG plan to their higher authority for consideration as the plan of Eclear Leasing and Finance Pvt Limited is not acceptable at any manner. Therefore, there will be no requirement of tie-breaker formulae as well as an evaluation matrix. However, in compliance to Regulation 39, the RP Informed CoC that he will put both plans on voting. It is further submitted that both the plans have duly complied in terms of Section 30(2) and Regulations 37, 38 & 39 of CIRP Regulations. Further CoC and RP discussed the Resolution Plan in terms of Sections 39B, 39C & 39D in respect of liquidation cost, liquid assets, sale of assets as going concern, the fee of the liquidator, the appointment of the liquidator etc.
PUNJAB NATIONAL BANK vs. M/S. AMZEN MACHINES (P) LTD. IA-2971/2022 IN (IB) – 2058(ND)/2019 Date of Order : 17.04.2023
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along with the application.
"RESOLVED THAT the Final Resolution Plan submitted by M/s RKG Fund (read along with the addendum to the
Resolution Plan, if any) is being hereby accepted."
PUNJAB NATIONAL BANK vs. M/S. AMZEN MACHINES (P) LTD. IA-2971/2022 IN (IB) – 2058(ND)/2019 Date of Order : 17.04.2023
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by the SRA along with evidence of credit of receipt of RTGS against Performance Security as well as EMD receipt is filed along with the application.
5. Details of Resolution Plan/Payment Schedule
| S. No. |
Category of Stakeholder |
Sub-Category of Stakeholder | Amount Claimed (in Cr.) |
Amount Admitted (in Cr.) |
Amount provided under the plan (in Cr.) |
Amount provided to the Amount claimed (%) |
|---|---|---|---|---|---|---|
| 1 | Secured Financial Creditors |
(a) Creditors not having a right to vote under sub-section (2) of Section 21. |
Nil | Nil | Nil | Nil |
| (b) Other than (a) above: | ||||||
| (i) who did not vote in favour of the Resolution Plan. |
Nil | Nil | Nil | Nil | ||
| (ii) who voted in favour of the Resolution Plan. |
499.25 | 499.25 | 88.20 | 17.67% | ||
| Total [(a) + (b)] | 499.25 | 499.25 | 88.20 | 17.67% | ||
| 2 | Unsecured Financial Creditors |
(a) Creditors not having a right to vote under sub-section (2) of Section 21. |
Nil | Nil | Nil | Nil |
PUNJAB NATIONAL BANK vs. M/S. AMZEN MACHINES (P) LTD. IA-2971/2022 IN (IB) – 2058(ND)/2019 Date of Order : 17.04.2023
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| S. No. |
Category of Stakeholder |
Sub-Category of Stakeholder | Amount Claimed (in Cr.) |
Amount Admitted (in Cr.) |
Amount provided under the plan (in Cr.) |
Amount provided to the Amount claimed (%) |
|---|---|---|---|---|---|---|
| (b) Other than (a) above: | ||||||
| (i) who did not vote in favour of the Resolution Plan. |
Nil | Nil | Nil | Nil | ||
| (ii) who voted in favour of the Resolution Plan. |
Nil | Nil | Nil | Nil | ||
| Total [(a) + (b)] | Nil | Nil | Nil | Nil | ||
| 3 | Operational Creditors |
(a) Related party of Corporate Debtor |
16.82 | 13.79 | 0.00 | 0.00% |
| (b) Other than (a) above: (i) Government |
11.95 | 8.30 | 0.01 | 0.12% | ||
| (ii) Workmen | 0.60 | 0.60 | 0.01 | 1.67% | ||
| (iii) Employees | 3.52 | 0.88 | 0.41 | 45.98% | ||
| (iv) PF & ESI Dues | 0.17 | 0.17 | 0.17 | 100.00% | ||
| Total [(a) + (b)] | 33.06 | 23.74 | 0.60 | 2.53% | ||
| 4. | Other Debts and Dues |
Nil | Nil | Nil | Nil | Nil |
| Gran | d Total | 523.31 | 523.00 | 88.80 | 16.98% |
Note: A copy of the Resolution Plan of the M/s RKG Asset Management LLP as approved by the CoC in its 14th meeting dated 03.06.2022 with 100% voting share is filed along with the application.
PUNJAB NATIONAL BANK vs. M/S. AMZEN MACHINES (P) LTD. IA-2971/2022 IN (IB) – 2058(ND)/2019 Date of Order : 17.04.2023
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| S. No. | Name of the FC | Voting % |
|---|---|---|
| 1. | Punjab National Bank | 65.83% |
| 2. | Bank of India | 34.17% |
| Total | 100.00% |
5.5 Business Plan of the Resolution Applicant
The Resolution Applicant proposes a total financial outlay of Rs.90,50,00,000/(Rupees Ninety Crores Fifty Lakhs Only) (Resolution Plan Amount) which shall be utilised for payment of CIRP costs as prescribed in Clause 1(iii) of Part 2 of the Resolution Plan, payment to the creditors and other stakeholders of the Corporate Debtor. Further, the Resolution Applicant shall also bring in additional funds up to INR 35.00 crores which shall be utilised by the Corporate Debtor towards the working capital, capex and costs incurred towards operationalising the units of the Corporate Debtor.
PUNJAB NATIONAL BANK vs. M/S. AMZEN MACHINES (P) LTD. IA-2971/2022 IN (IB) – 2058(ND)/2019 Date of Order : 17.04.2023
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6. Compliance of the successful Resolution Plan with various provisions:
| Section of the Code/ Regulation No. |
Requirement with respect to Resolution Plan |
State of Compliance |
|---|---|---|
| Section 30(2)(a) | Resolution Plan must provide for the payment of Corporate Insolvency Resolution process costs inpriorityto thepayment of other debt. |
Complied with. |
| Section 30(2)(e) | The Resolution Plan does not contravene any of the provisions of the law for the time being in force |
Complied with. |
| Regulation 37(a) | Transfer of all or part of the assets of the corporate debtor to one or more persons; we hereby confirm that we shall continue to operate the existing operations of Dharuhera Unit assets of the Corporate Debtor and propose to dispose-off part of the assets of defunct units. Will operate the Corporate Debtor as agoingconcern. |
Complied with. |
| Regulation 37 | (i) issuance of securities of the corporate debtor, for cash, property, securities, or in exchange for claims or interests, or other appropriate purpose; (k) change in technology used by the corporate debtor;and |
Complied with. |
| Regulation 38(1) | (a) The amount payable to the operational creditors under a resolution plan shall be paid in priority over the financial creditor. (b) The Resolution Plan shall provide priority payment to the financial creditors, who 1 have a right to vote under sub-section (2) of section 21 and did not vote in favour of the resolution plan, on the priority over financial creditors who voted in favour of the plan. (c) Notwithstanding anything mentioned under this Resolution Plan, the payment of dissenting Financial Creditors shall be made prior to other financial creditors. |
Complied with. |
| Regulation 38(1A) |
(A) A resolution plan shall include a statement as to how it has dealt with the interests of all stakeholders, including financial creditors and operational creditors of the corporate debtor. |
Complied with. |
| Regulation 38(3) | The Resolution Plan should demonstrate that: (a) it addresses the cause of default; (b) it is feasible and viable; (c) it has provisions for its effective implementation; (d) it has provisions for approvals required and the timeline for the same; and (e) the Resolution Applicant has the capability to implement the resolutionplan. |
Complied with. |
| Regulation 38(1B) |
The Resolution Plan shall include a statement givingdetails if the resolution applicant or any |
Complied with. |
PUNJAB NATIONAL BANK vs. M/S. AMZEN MACHINES (P) LTD. IA-2971/2022 IN (IB) – 2058(ND)/2019 Date of Order : 17.04.2023
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of its related parties has failed to implement or contributed to the failure of this implementation of any other Resolution Plan approved by the Adjudicating Authority at any time in the past.
7. Details on Management/Implementation and Reliefs as per the Resolution Plan
As per the approved Plan, the Resolution Plan also provides details of management and control, implementation and supervision of the Resolution Plan and term of the plan. The same is already set out in various clauses of Part-III as enumerated in the Resolution Plan.
8. Waivers, Reliefs and Exemptions
The Resolution Applicant has prayed for the reliefs as enumerated under the Resolution Plan approved by the CoC. From the plan approval date, all inquiries, investigations and proceedings, whether civil or criminal, suits, claims, disputes, interests and damages in connection with the Corporate Debtor or the affairs of the Corporate Debtor, pending or threatened, present or future in relation to any period prior to the plan approval date, or arising on account of implementation of this resolution plan shall stand withdrawn, satisfied and discharged. From the date of approval of the Resolution Plan, the Resolution Applicant shall be legally authorised to seek appropriate orders from respective authorities/courts/tribunals for renewal of licences/withdrawal/dismissal or abatement of the proceeding as the
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case may be.
9. Analysis & Findings
9.1 This Adjudicating Authority had raised a specific query vide order dated 06.07.2022, the relevant extract of the order is as follows: “ that the Resolution Applicant has claimed the benefit of carry forward and set up of losses in the Resolution Plan. We, therefore, deem it appropriate to issue notice to the Jurisdictional Principal Commissioner/ Commissioner of Income Tax before approval of the Resolution Plan. The Applicant is directed to serve notice upon the Principal Commissioner/Commissioner of Income Tax and file proof of service and affidavit of service within a week.”
In reply, the Counsel for the Liquidator has filed an affidavit dated 15.07.2022 in compliance of the order dated 06.07.2022 of this Adjudicating Authority. The notice has been served by hand from the office of the Counsel for the Liquidator on 13.07.2022. Copy of the acknowledged notice is filed along with the Affidavit.
Despite the service to the Principal Commissioner/Commissioner of Income Tax, the Counsel for the Liquidator did not receive any report/reply. Even after approval of the Resolution Plan, the Income Tax Department (the Principal Commissioner/Commissioner of Income Tax) is entitled to initiate any proceedings and to recover the outstanding demands under the Income Tax Act, 1961 or any other law.
PUNJAB NATIONAL BANK vs. M/S. AMZEN MACHINES (P) LTD. IA-2971/2022 IN (IB) – 2058(ND)/2019 Date of Order : 17.04.2023
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Industries and Holdings Limited and Others, Civil Appeal Nos.
1811-1812 of 2022”
whereby the Hon’ble Apex Court has answered the question as to whether ‘ the adjudicating authority (NCLT) or the appellate authority (NCLAT) can sit in an appeal over the commercial wisdom of the Committee of Creditors (hereinafter referred to as the “CoC”) or not’ . We rely upon the following paragraphs:
“ 21. This Court has consistently held that the commercial wisdom of the CoC has been given paramount status without any judicial intervention for ensuring the completion of the stated processes within the timelines prescribed by the IBC. It has been held that there is an intrinsic assumption, that financial creditors are fully informed about the viability of the corporate debtor and feasibility of the proposed resolution plan. They act on the basis of thorough examination of the proposed resolution plan and assessment made by their team of experts.”
A reference in this respect could be made to the judgments of this Court in the cases of “K. Sashidhar v. Indian Overseas Bank and Others, Committee of Creditors of Essar Steel India Limited through Authorised Signatory v. Satish Kumar Gupta and Others, Maharashtra Seamless Limited v. Padmanabhan Venkatesh and Others, Kalpraj Dharamshi and Another v. Kotak Investment Advisors Limited and Another and Jaypee Kensington Boulevard Apartments Welfare Association and Others v. NBCC (India) Limited and Others .
27. This Court has, time and again, emphasized the need or minimal judicial interference by the NCLAT and NCLT in the framework of IBC. We may refer to the recent observation of this Court made in the case of Arun Kumar Jagatramka v. Jindal
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Steel and Power Limited and Another1 :
…..
“95. However, we do take this opportunity to offer a note of caution for NCLT and NCLAT, functioning as the adjudicatory authority and appellate authority under the IBC respectively, from judicially interfering in the framework envisaged under the IBC. As we have noted earlier in the judgment, the IBC was introduced in order to overhaul the insolvency and bankruptcy regime in India. As such, it is a carefully considered and well thought out piece of legislation which sought to shed away the practices of the past. The legislature has also been working hard to ensure that the efficacy of this legislation remains robust by constantly amending it based on its experience. Consequently, the need for judicial intervention or innovation from NCLT and NCLAT should be kept at its bare minimum and should not disturb the foundational principles of the IBC”
1 Civil Appeal No. 9664 of 2019, Dated 15.03.2021
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Resolution Applicant will be dealt with strictly as per law.
10. Orders
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required in connection with the implementation of this Resolution Plan.
(ATUL CHATURVEDI) (BACHU VENKAT BALARAM DAS) MEMBER (TECHNICAL) MEMBER (JUDICIAL)
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2 issues framed by the court
Whether the Resolution Plan approved by the Committee of Creditors with 100% voting share should be approved by the Adjudicating Authority.
Whether the Adjudicating Authority can interfere with the commercial wisdom of the Committee of Creditors regarding the Resolution Plan.
Colour shows how this judgement treated each authority
Vallal RCK vs. M/s Siva Industries and Holdings Limited and OthersRelied on¶148
(2022) 1 SCC 104 · Who else cites this
K. Sashidhar v. Indian Overseas Bank and OthersReferred¶155
K. Sashidhar v. Indian Overseas Bank
Committee of Creditors of Essar Steel India Limited through Authorised Signatory v. Satish Kumar GuptaReferred¶155
Maharashtra Seamless Limited v. Padmanabhan Venkatesh
Kalpraj Dharamshi v. Kotak Investment Advisors LimitedReferred¶155
Jaypee Kensington Boulevard Apartments Welfare Association v. NBCC (India) Limited
Arun Kumar Jagatramka v. Jindal Steel and Power LimitedReferred¶156
Arun Kumar Jagatramka v. Jindal Steel and Power Limited
3 provisions across 3 enactments
PUNJAB NATIONAL BANK
M/S. AMZEN MACHINES (P) LTD.
MR. ANURAG GOEL
RKG ASSETS MANAGEMENT LLP
BACHU VENKAT BALARAM DAS
ATUL CHATURVEDI
As recorded by the court registry
Judgements on the same questions, provisions and authorities, from every court
