Allowed

Approval of Resolution Plan - Xl Energy Limitied [I.a. No. 5 of 2024 in Cp(Ib) No. 16-7-2023]

NCLT19 Apr 2024I.A. No. 5 of 2024 in CP(IB) No. 16-7-2023

Case brief

AI extract

What is this about?

The NCLT Hyderabad Bench approved a resolution plan submitted by a consortium led by Ms. Karishma Jain for XL Energy Limited. The plan was approved by the Committee of Creditors with requisite voting share and satisfies procedural and substantive requirements under the IBC. The moratorium under Section 14 ceased to have effect.

What did the court decide?

The Resolution Plan submitted by the consortium of Ms. Karishma Jain is approved and binds the Corporate Debtor and all stakeholders. The moratorium under Section 14 is lifted.

Approval of Resolution Plan - Xl Energy Limitied [I.a… — Insolvency and Bankruptcy | NCLT (2024)

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SL. No.5

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NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH COURT HALL NO: II

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Hearing Through: VC and Physical (Hybrid) Mode

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CORAM: SHRI. RAJEEV BHARDWAJ, HON’BLE MEMBER (J) CORAM: SHRI. SANJAY PURI, - HON’BLE MEMBER (T)

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ATTENDANCE-CUM-ORDER SHEET OF THE HEARING OF NATIONAL COMPANY LAW TRIBUNAL, HYDERABAD BENCH, HELD ON 19.04.2024 AT 10:30 AM

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TRANSFER PETITION NO.
COMPANY PETITION/APPLICATION NO.	IA (IBC)/(Plan)05/2024 in Company Petition IB/16/2023
NAME OF THE COMPANY	Invent Assets Securitization and Reconstruction Pvt Ltd
NAME OF THE PETITIONER(S)	XL Energy Limited
NAME OF THE RESPONDENT(S)	Invent Assets Securitization and Reconstruction Pvt Ltd
UNDER SECTION	7 of IBC

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ORDER

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IA (IBC)(Plan)/05/2024

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Orders pronounced, recorded vide separate sheets. In the result, the application is allowed and disposed of.

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Sd/Sd/- MEMBER (T) MEMBER (J)

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Apoorva

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IN THE NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH, COURT - II

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I.A. No.5 OF 2024

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CP(IB) NO. 16/7/2023

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[U/s. 30(6) and 31 of the I&B Code, 2016 r/w Regulation 39(4) of the IBBI (IRPCP) Regulations, 2016]

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In the matter of

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Invent Assets Securitisation and Reconstruction Pvt. Ltd. vs. XL Energy Limited

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Mr. Vijay P. Lulla Resolution Professional of M/s. XL Energy Limited

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.... Applicant/Resolution Professional

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Order Pronounced on : 19.04.2024

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Coram:

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Hon’ble Shri Rajeev Bhardwaj, Member (Judicial) Hon’ble Shri Sanjay Puri, Member (Technical)

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Parties / Counsels Present:

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For the Applicant : Mr. Amir Bavani, Advocate

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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[PER : BENCH]

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ORDER

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The instant Application bearing IA No. 5/2024 is filed on behalf of the Resolution Professional of M/s. XL Energy Limited, for short ‘ CD’, under Section 30(6) and 31 of the Insolvency & Bankruptcy Code, 2016, r/w regulation 39(4) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, seeking approval of the Resolution Plan submitted by the Consortium of Karishma Jain and Others, for short ‘ SRA’ as duly approved by the Committee of Creditors, for short ‘ COC’, at their 14^th COC meeting held on 19.02.2024 with 73.78% voting share.

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The Company Petition CP(IB) No. 16/7/HDB/2023 filed by M/s.Invent Assets Securitisation and Reconstruction Pvt. Ltd., for short ‘ FC’ u/s. 7 of IBC, 2016 was admitted by this Adjudicating Authority, vide Order dated 27.03.2023 and ordered commencement of CIRP against the CD, M/s.XL Energy Limited, by appointing Mr. Vijay Pitambar Lulla as the Interim Resolution Professional, for short ‘ IRP , who was subsequently confirmed as the Resolution Professional, for short ‘ RP’, in the 1^st COC Meeting held on 02.05.2023.

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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Public Announcement was issued in Form-A on 01.04.2023 in Financial Express, English Daily Newspaper and in Mana Telangana, Telugu Daily newspaper, inviting claims from the creditors of the CD. In response, six claims were received from the Financial Creditors.

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After collating all the claims received and determining the financial position of the CD, the RP constituted the Committee of Creditors, for short ‘COC’, comprising of the following Financial Creditors:

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S.No.	Name of the Financial Creditor	Voting Share %
1.	Invent Assets Securitisation & Reconstruction Pvt. Ltd.	70.33
2.	Bank of Baroda	2.87
3.	ICICI Bank	0.58
4.	Bank of India	2.84
5.	State Bank of India	3.01
6.	Canara Bank	20.25
7.	IDBI Bank	0.12
	Total	100%

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It is averred that the RP conducted a total of fifteen (15) meetings of the COC during the CIRP.

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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The RP issued invitation for Expression of Interest, for short ‘EOI’ in Form-G on 26.05.2023, inviting the Prospective Resolution Applicants, for short ‘PRAs’, to submit their EOIs, with the approval of COC.

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In response, Expression of Interests ( EOI ) were received from the following four PRAs:

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i. Innpark (India) Private Limited;

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ii. Ms Karishma Jain;

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iii. Moneymart Securities Private Limited; and iv. Ms. Rashmi Nagori

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After approval of the COC at their 3^rd Meeting held on 19.06.2023, the RP issued Request for Resolution Plan (RFRP) and Evaluation Matrix (EM) alongwith the Information Memorandum (IM) to all the 4 PRAs with the last date for receipt of Resolution Plans being 10.08.2023. In the meanwhile, at the request of the PRAs, the last date for submitting the resolution plan was fixed as 19.08.2023 and later, in the 5^th COC Meeting held on 19.08.2023, the COC unanimously approved and extended upto 29.08.2023, but as on the last date, no resolution plans were received. Since the last date of EOI expired and no Resolution Plan was received, the RP requested for approval of issuing fresh Form-G, which was approved by the COC and published Form-G by fixing the last date of

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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receiving the EOIs as 22.09.2023. In response, 13 EOIs were received by the RP.

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The RP had filed an IA No.1577/2023 on 03.10.2023 for extension of CIRP period by 90 days i.e. from 23.09.2023 to 22.12.2023, which was approved by this Adjudicating Authority, vide order dated 09.10.2023.

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As only one Resolution Plan was received, the RP requested the COC for extension of last date for submission of Resolution Plans to 03.11.2023, which was approved by INVENT ARC, one of the members of the COC with 70.59% voting share. Thereupon, six resolution plans were received. Subsequently, after negotiations, revised bids from three PRAs have been received.

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It is averred that in the 10^th COC Meeting held on 28.11.2023 & 29.11.2023, claims received from IDBI Bank Limited in respect of Corporate Debtor giving Corporate Guarantee to Softprojex India Limited, has been verified, acceptable and recommended to be included in the list of creditors, which was accepted by the COC and directed to file an application for condonation of delay and thereafter directed to file a revised report for approval of the Adjudicating Authority.

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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The RP had filed an IA 6/2024 on 26.12.2023 seeking for extension of CIRP period by 60 days, which was allowed by this Adjudicating Authority w.e.f. 22.12.2023 to 20.02.2024.

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It is informed in the 12^th COC Meeting that the RP received two revised Resolution Plans from the following two PRAs with all modifications and revisions:

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Consortium of Karishma Jain and Others; and

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Subhlaxmi Investment Advisory Private Limited.

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In the 13^th COC meeting held on 19.01.2024, the COC members accepted the evaluation matrix as proposed by the RP and both the Applicants are 29A complaint.

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In the 14^th COC Meeting held on 08.02.2024, the COC discussed upon the compliance, feasibility and viability of the final Resolution Plans as submitted by the 2 PRAs and put for e-voting. During the e-voting, the COC with 73.78% voting rights approved the Resolution Plan submitted by the Consortium of Karishma Jain and Others. The voting share is detailed as follows:

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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S.No.	Name of the Committee of Creditor	Voting Share	Voting Status	Voting % approval received
1.	Invent Assets Securitisation & Reconstruction Pvt.Ltd.	70.33%	Assent	70.33%
2.	ICICI Bank	0.58%	Assent	0.58%
3.	Bank of India*	2.84%	Not voted
4.	State Bank of India	3.01%	Not voted
5.	Canara Bank	20.25%	Not voted
6.	Bank of Baroda	2.87%	Assent	2.87%
7.	IDBI Bank Limited	0.12%	Abstained
	Total	100%		73.78%

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* Bank of India vide email dated 22.02.2024 informed the RP that they are yet to receive the approval for the Resolution Plan from their competent authority, nonetheless they asked the Resolution Professional to treat their vote as an asset towards the resolution plan submitted by the SRA. It is submitted that the approval is post facto, as the voting lines to vote upon the resolution plan expired on 19.02.2024.

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The Applicant further submits that the approved Resolution Plan meets all the requirements envisaged under the Code and Rules/Regulations made thereunder.

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A copy of the approved Resolution Plan alongwith the Annexures are filed as Annexure-A20 at pg. nos.141 to 336 of the application.

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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On 19.02.2024, the RP issued ‘Letter of Intent’ ( LoI ) to the Successful Resolution Applicant (SRA) declaring Ms.Karishma Jain in consortium with M/s.Jupiter City Developers Limited and M/s.Adwaita Navigations Private Limited as SRA and requested to furnish the Performance Guarantee for an amount of Rs.29.50 lakhs being 10% of the Resolution Plan amount and the SRA paid the balance amount of Rs.14.50 lakhs after adjusting the EMD amount of Rs.15.00 lakhs with acceptance of LOI towards Performance Guarantee.

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The details of the approved Resolution Plan submitted by the SRA are as follows:

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i. Ms. Karishma Jain is a film producer. She is a Shareholder and Director in 4 Lions Films Private Limited. 4 Lions Films was honoured with Indian Television Academy (ITA) Awards for their excellence on the silver screen.

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ii. M/s.Jupiter City Developers (I) Limited was incorporated on 14.12.2012, with CIN: U45209MH2012PLC238811 having its Registered Office at Premises No.2, 1^st Floor, Rahimtools House, 7, Homji Street, Fort, Mumbai, Maharashtra - 4000001. The Authorised Share Capital of the Company is Rs.10,00,00,000/- and its paid-up

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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capital is Rs.9,36,80,000/- and it is involved in construction of complete buildings or parts thereof and civil engineering works.

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iii. M/s.Adwaita Navigations Private Limited is part of the Shreeji Group, which is handling more than 27 Million MTs of cargo per year and is registered as one of the highest cargo handling companies in India, ranking amongst the most reputed shipping service providers and has established its presence in Sri Lanka as well.

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iv. The amounts provided for the stakeholders under the Resolution Plan are as under:

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(Rs. in lakhs)

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Sl. No.	Category of Stakeholder*	Sub- Category of Stakeholder	Amount Claimed	Amount Admitted	Amount Provided under the Plan#	Amount Provided to the Amount Claimed (%)
(1)	(2)	(3)	(4)	(5)	(6)	(7)
1	Secured Financial Creditors	(a) Creditors not having a right to vote under sub- section (2) of section21	0	0	0	0
		(b) Other than (a) above: (i) who did not vote in favour of the Resolution Plan	0	0	0	0
		(ii) who voted in favourof	398678.07	398568.23	155.05	0.038%

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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		the resolution plan (ii) who did not vote at all	141026.05	141026.05	54.85	0.038%
		Total[(a) +(b)]	539704.12	539594.28	209.90
2	Unsecured Financial Creditors	(a) Creditors not having a right to vote under sub- section (2) of section 21
		(b) Other than (a) above: (i) who did not vote in favour of the resolution Plan (ii) who voted in favour of the resolution plan	666.99	666.99	0.1	0.01
		Total[(a) +(b)]	666.99	666.99	0.1
3	Operational Creditors	(a) Related Party of Corporate Debtor
		(b) Other than (a) above: (i)Government (ii)Workmen (iii)Employees (iv) Other than Workmen and Employees and Government Dues	53.20 Nil Nil 5.57	34.95 Nil Nil 5.57	34.95 Nil Nil 0.05	65.69 Nil Nil 0.89
		Total[(a) + (b)]	58.77	40.52	35.00
4	Other debts and dues
Gra	ndTotal		540429.88	540266.84	210.00

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A copy of the Resolution Plan along with its annexures are filed at

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page nos.141 to 336 of the application.

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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v. The distribution of the Resolution Plan amount of Rs.2,95,00,000/- (Rupees Two Crores Ninety Five Lakhs only) submitted by Ms. Karishma Jain in consortium with M/s.Jupiter City Developers (I) Ltd. and M/s.Adwaita Navigations Private Limited, the Term of the Resolution Plan and Implementation Schedule is as follows:

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(Rs. in lakhs)

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S.No.	Particulars	Amount Claimed (Rs.)	Claims Admitted	Amount proposed under Resolution Plan (Rs.)	Payment Term

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The Term of the Resolution Plan: 90 days from the effective date

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1.	Unpaid CIRP Cost			50,00,000/-	Within 30 days from the approval of the Plan by this Hon’ble Tribunal
2.	Secured Financial Creditors	53,97,03,98,959/-	53,95,94,29,435/-	1,84,90,000/-	Within 30 days from the approval of the Plan by this Hon’ble Tribunal
3.	Unsecured Financial Creditors	6,66,99,930/-	6,66,99,930/-	10,000/-	Within 30 days from the approval of the Plan by this Hon’ble Tribunal
4.	Operational Creditors (Employee Provident Fund/ Government Dues)******	53,20,837/-	34,95,155/-*****	34,95,000/-	Payment within 30 days from Final Order. Funds to be kept in Escrow till then.
5.	Operational Creditors (Other than employees and workmen)	5,57,882.22	5,57,882.22	5,000/-	Within 30 days from the approval of the Plan by this Hon’ble Tribunal
Total	Payment	54,04,29,77,608.22 Total Paym	54,03,01,82,402.22 ent (A) : Rs.2,70,00,	2,70,00,000/- 000/-

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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*Dues amounting to Rs.18,25,682/- have been already paid. For the balance dues, damages and interest amount, there is a stay order dated 26.02.2018 and the amount admitted may change accordingly.

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** In the event of the Order in favour of the Corporate Debtor by the Labour Court, this amount to be distributed to the Assenting Secured Financial Creditors.

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Particulars	Amount proposed under Resolution Plan (Rs.)	Schedule of Payment
Payment to Secured Financial Creditors out of release of Fixed	25,00,000/-	Within 15 working days upon receipt of Fixed Deposits by the Resolution
Deposits released kept against Bank Guarantees***		Applicant.
Deferr	ed Payment (B): Rs.25,00	,000/-
Grand Total Payme	nt under the Plan (A+B	): Rs.2,95,00,000/-

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*** In addition there are Bank Guarantees issued in favour of BSNL and other parties on behalf of the Corporate Debtor by keeping a 100% margin with the bank. The RA proposes that in the event the Bank Guarantees are extinguished/no longer payable and the RA receives the margin money in excess of Rs.100 lakhs, the RA shall make an additional payment of Rs.25 lakhs to the assenting Financial Creditors within 15 days upon receipt of the amount kept under Fixed Deposit as aforesaid.

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vi. Source of Funds:

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The source of payment of Resolution Amount is as follows:

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Particulars	Amount proposed under the Resolution Plan (Rs. in lakhs)	Schedule of Payment
Fresh Equity Infusion	152.10	Within 30 days from the approval of the Plan by this Hon’ble Tribunal

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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Consideration towards assignment of debt in favour of Adwaita	117.90
Refund of BG Fixed Deposits	25.00	Within 15 working days upon receipt of Fixed Deposits, by the Resolution Applicant
Resolution Plan Payment	295.00

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vii. Management of the Corporate Debtor:

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The implementation of the Resolution Plan until the final payment of the Resolution Plan shall be supervised by the ‘Monitoring Committee’. The COC shall constitute the ‘Monitoring Committee’ which shall comprise of (i) One nominee from the Secured Financial Creditors; (ii) One nominee from Resolution Applicant; and (iii) Resolution Professional. On and from the Effective Date, the Reconstituted Board shall be responsible for daily affairs and operations of the Company/Corporate Debtor.

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viii. Compliance of mandatory contents of Resolution Plan under the Code and CIRP Regulations:-

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The Applicant has conducted a thorough compliance check of the Resolution Plan in terms of Section 30(2)(a), (b) & (c) of the Code as well as Regulations 38 & 39 of the Insolvency and Bankruptcy Board of India (Corporate Insolvency Resolution Process) Regulations,

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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2016, for short ‘ Regulations’ and has submitted FormH under Regulation 39 (4). A copy of the Form-H is filed at page nos. 352-357 of the application . It is submitted that the Resolution Applicant has filed an Affidavit pursuant to Section 30(1) of the Code confirming that they are eligible to submit the Plan under Section 29A of the Code and that the contents of the said Certificate are in order. The Fair Value and Liquidation Value as submitted in Form-H are Rs.2,18,00,000/- and Rs.12,000/- respectively.

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In the above backdrop, we heard Mr. Amir Bavani, Learned Counsel for the Resolution Professional and perused the record.

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The Learned Counsel for RP submits that the Resolution Plan meets the requirement of Section 30(2) of the Code and Regulation 38 of CIRP Regulations as under:

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a) The CIRP cost will be paid at actuals. The RA has proposed Rs.50,00,000/- towards unpaid CIRP cost and the same will be paid within 30 days of the Effective Date.

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023 Date of Order: 19.04.2024

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b) The Plan provides for payment of Rs.1,84,90,000/to the secured Financial Creditors and Rs.10,000/- to the Unsecured Financial Creditors.

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c) The Plan provides for payment of Rs.34,95,155/to EPFO claim being the Operational Creditor and Rs.5000/- to the other operational creditors.

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d) The Plan provides that in the eventuality of there being any financial creditor who does not vote in favour of the Resolution Plan, the Resolution Applicant undertakes that payment as envisaged under Section 30(2) in accordance with the provisions of the Code and the amount that would have been paid to such creditors, if the amount to be distributed under the Resolution Plan had been distributed in accordance with the order of priority in sub-section (1) of Section 53, whichever is higher and provides for the payment of debts of financial creditors, who do not vote in favour of the resolution plan, in such manner as may be specified by the Board, which shall not be less than the amount to be paid to such creditors in accordance with sub-section(1) of Section 53 in the event of a liquidation of the Corporate Debtor.

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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20. Reliefs & Concessions:

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According to the Ld. Counsel for the Resolution Professional, the Resolution Applicant has sought the reliefs/concessions as mentioned at page Nos.22 to 31 of the Resolution Plan. We have carefully examined the same. The approval of the Resolution Plan shall not be construed as waiver of any statutory obligations/ liabilities of the Corporate Debtor and shall be dealt with by the appropriate Authorities in accordance with law. Any waiver sought in the Resolution Plan, shall be subject to approval by the Authorities concerned. As regards to the reliefs sought, the Corporate Debtor has to approach the authorities concerned for such reliefs and we trust the authorities concerned will do the needful. The same view has been taken by the Hon’ble Supreme Court in the matter of Ghanashyam Mishra and Sons Private Limited Versus Edelweiss Asset Reconstruction Company Limited in Civil Appeal No.8129/2019 with Civil Appeal No.1554/2021 and 1550-1553/2021, decided on 13.04.2021.

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In K. Sashidhar v. Indian Overseas Bank & Others (in Civil Appeal No. 10673/2018) decided on 05.02.2019, the Hon’ble Apex Court held that –

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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“if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per Section 30 (6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority. On receipt of such proposal, the Adjudicating Authority (NCLT) is required to satisfy itself that the resolution plan as approved by CoC meets the requirements specified in Section 30(2). No more and no less”.

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The Hon’ble Supreme Court has further held at para 35 of the above judgement that –

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“the discretion of the adjudicating authority (NCLT) is circumscribed by Section 31 limited to scrutiny of the resolution plan “as approved” by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the adjudicating authority can reject the resolution plan is in reference to matters specified in Section 30(2), when the resolution plan does not conform to the stated requirements”.

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The Hon’ble Supreme Court in Committee of Creditors of Essar Steel India Limited Vs. Satish Kumar Gupta & Ors. in Civil Appeal No.8766-67/2019, decided on 15.11.2019, held that -

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“the limited judicial review available to AA has to be within the four corners of section 30(2) of the Code. Such review can in no circumstance trespass upon a business decision of the majority of the CoC. As such the Adjudicating Authority would not have power to modify the Resolution

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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Plan which the CoC in their commercial wisdom have approved”.

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The Hon’ble Supreme Court of India, in the recent ruling in re Vallal RCK vs M/s Siva Industries and Holdings Limited & Ors. in Civil Appeal No.1811-1812/2022, decided on 03.06.2022, has held as under:-

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This Court has consistently held that the commercial wisdom of the CoC has been given paramount status without any judicial intervention for ensuring 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 .

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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This Court has, time and again, emphasized the need for 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

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Jagatramka v. Jindal Steel and Power Limited and Another:

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“95. ….However, we do take this opportunity to offer a note of caution for NCLT and NCLAT, functioning as the adjudicating 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…..”

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Therefore, the resolution plan, when tested on the touch stone of the aforesaid facts and the rulings, we are of the view that the instant resolution plan satisfies the requirements of Section 30 (2) of the Code and Regulations 37, 38, 38 (1A) and 39 (4) of the Regulations. We also found that the Resolution Applicant is eligible to

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National Company Law Tribunal, Hyderabad Bench, Court-II

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I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

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Date of Order: 19.04.2024

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submit the Resolution Plan under Section 29A of the Code.

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We therefore, hereby approve the revised Resolution Plan submitted by consortium of Ms. Karishma Jain with M/s. Jupiter City Developers (I) Limited and M/s. Adwaita Navigations Private Limited, along with annexures, schedules forming part of the Resolution Applicant annexed to the Application and order as under:

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i. The Resolution Plan along with annexures and schedules forming part of the plan shall be binding on the Corporate Debtor, its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the Resolution Plan.

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ii. All crystallized liabilities and unclaimed liabilities of the Corporate Debtor as on the date of this order shall stand extinguished on the approval of this Resolution Plan.

¶183

¶184

National Company Law Tribunal, Hyderabad Bench, Court-II

¶185

I.A. No. 5/2024 in C.P.(IB) No.16/7/HDB/2023

¶186

Date of Order: 19.04.2024

¶187

iii. If the SRA fails to pay the Resolution Plan amount to the stakeholders within the timeline fixed in the Resolution Plan, the entire amount paid by the SRA shall be forfeited.

¶188

iv. It is hereby ordered that the Performance Bank Guarantee furnished by the Resolution Applicant shall remain as performance Bank Guarantee till the amount proposed to be paid to the creditors under this plan is fully paid off and the plan is fully implemented.

¶189

v. The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the Registrar of Companies (RoC), Hyderabad for information and record. The Resolution Applicant, for effective implementation of the Plan, shall obtain all necessary approvals, under any law for the time being in force, within such period as may be prescribed.

¶190

vi. Henceforth, no creditors of the erstwhile Corporate Debtor can claim anything other than the liabilities referred to supra.

¶191

vii. The moratorium under Section 14 of the Code shall cease to have effect from this date.

¶192

¶193

National Company Law Tribunal, Hyderabad Bench, Court-II

¶194

I.A. No. 5/2024 in

¶195

C.P.(IB) No.16/7/HDB/2023

¶196

Date of Order: 19.04.2024

¶197

viii. The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI along with copy of this order for information.

¶198

ix. The Applicant shall forthwith send a copy of this order to the CoC and the Resolution Applicant.

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x. The Registry is directed to furnish free copy to the parties as per Rule 50 of the NCLT Rules, 2016.

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xi. The Registry is directed to communicate this order to the Registrar of Companies, Hyderabad for updating the master data and also forward a copy to IBBI.

¶201