Judicial Analysis Court Copy Headnote Facts Arguments Court observation

2025 Supreme(Online)(NCLT) 8025

NATIONAL COMPANY LAW TRIBUNAL
Sh. Prabhat Kumar, Member (Technical), Sh. Sushil Mahadeorao Kochey, Member (Judicial)
Dr. Mamta Binani – Appellant
Versus
Union Bank of India – Respondent
CP(IB) No. 530 of 2020

Advocates:
For the Appellants/Petitioners: Adv. Sandeep Bajaj, Adv. Aakanksha Nehra, Adv. Gunjan Nayyar, Adv. Shubham Jaiswal, Adv. Vishal Nagpal, Adv. Muskan Sengar
For the Respondents: Adv. Laveena Tejwani, Adv. Abdul Basit Kudalkar, Adv. Manoj Laxman Shirsat, Adv. Sameer Pandit, Adv. Chandni Turakmiya

The court affirmed that the approved resolution plan under the Insolvency and Bankruptcy Code must ensure equitable treatment of all creditors and conform to regulatory requirements for successful corporate restructuring.

Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Sections 30(6), 31(1), and Regulations 39(4) - Approval of Resolution Plan - The application for approval of the resolution plan for Rolta India Limited by Ashdan Properties Private Limited following a 100% approval from the Committee of Creditors on 02.08.2024 - The resolution plan meets all necessary requisites under the Code and Regulations, including compliance with the provisions of the law and addressing the interests of all stakeholders involved. (Paras 25, 62, and 63)

(B) Corporate Insolvency Resolution Process (CIRP) - The timeline for CIRP has been extended several times, demonstrating the complexities involved in resolution efforts and the pursuit of stakeholder interests, as well as compliance with procedural mandates outlined in the Code. (Paras 31-37)

Facts of the case:
Dr. Mamta Binani, as Resolution Professional, filed for approval of the resolution plan for Rolta India Limited, which was initiated under the Code - The process saw multiple expressions of interest and evaluations, culminating in the successful resolution by Ashdan Properties Private Limited. (Paras 1-24)

Findings of Court:
The Court observed that the approved resolution plan complies with the Insolvency and Bankruptcy Code, ensuring equitable treatment of creditors and stakeholders, also allowing for necessary waivers and modifications. (Paras 55-59)

Issues: The key issue involved validating the resolution plan’s compliance with the requirements set under the IBC and ensuring that it met the necessity of addressing stakeholder interests uniformly. (Paras 55-59)

Ratio Decidendi: The court emphasized that the resolution plan must be binding and equitable for all creditors and stakeholders and must conform to the stipulated requirements under the IBC, with an effective resolution route following proper scrutiny as per established legal frameworks. (Paras 61-62)

Result: The resolution plan is hereby approved and is effective immediately. (Para 63)

ORDER

Brief Background

1. The present Application is filed by Dr. Mamta Binani, Resolution Professional (“Applicant/Resolution Professional”) of Rolta India Limited (“Corporate Debtor”) under Section 30 (6) read with Section 31 (1) of the Insolvency and Bankruptcy Code, 2016 (“Code”) read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (“ CIRP Regulations ”) read with Rule 11 of the National Company Law Tribunal Rules, 2016 for seeking approval of the Resolution Plan dated 22.04.2024 read with Financial Proposal dated 22.04.2024 and Clarificatory Addendum dated 17.05.2024, submitted by Ashdan Properties Private Limited (“Successful Resolution Applicant/SRA”) and for passing order/appropriate direction that this Tribunal may deem fit in the present matter. The Resolution Plan has been approved by 100%, the voting of which got concluded on 02.08.2024.

2. The CIRP of the Corporate Debtor was initiated vide this Tribunal’s order dated 19.01.2023 in Company Petition No. 530 of 2020, and Dr. Mamta Binani was appointed as the Interim Resolution Professional (“IRP”), who was later confirmed as Resolution Professional (“RP”) at the 1^st Committee of Creditors (“CoC”) meeting, held on 17.02.2023.

3. The Applicant made a public announcement vide Form-A on 21.01.2023 in newspapers namely Business Standard (English edition) and Loksatta (Hindi Edition) notifying the commencement of CIRP of the Corporate Debtor and inviting the claims of Creditors. After verification and admission of the claims, the CoC was constituted on 09.02.2023.

4. Thereafter, as per Regulation 36A(l) of the CIRP Regulations , an advertisement inviting Expression of Interest from Prospective Resolution Applicants in Form G, was published on 20.03.2023 in Business Standard (English), Loksatta (Marathi) and Times of India (English), however, no expression of interest was received by the Applicant.

5. Thereafter, as per the decision of the CoC, fresh Form G was published on 05.04.2023 inviting Prospective Resolution Applicants to participate in the CIRP of the Corporate Debtor granting an extension of time to submit EOIs by postponing the dates as originally published in the notice dated 20.03.2023. Consequent thereto, 9 expressions of interest were received. Final list of Resolution Applicants was prepared on 05.05.2023.

6. In pursuance of Regulation 36B of the CIRP Regulations , the Applicant issued an Information Memorandum Version 1.0, Request for Resolution Plans (RFRP) and Evaluation Matrix on 05.05.2023. The Applicant also filed updated List of Creditors as well as Updated Constitution of CoC from time to time before this Tribunal, which were taken on record.

7. The registered valuers appointed as per the provisions of the CIRP Regulations submitted their reports as per the following particulars:

a. Adroit Appraisers and Research Pvt. Ltd.: Report dated 12.06.2023 b. GAA Advisory LLP: Report dated 16.06.2023

8. In respect of the avoidable transactions, a report dated 14.06.2023 was received by the Applicant from M/s Kansal Singla & Associates.

9. The Applicant received the plan from Rashmi Metaliks Limited dated 20.07.2023, being the sole resolution applicant, and thereafter the revised resolution plan on 11.09.2023 and thereafter on 20.09.2023, which was rejected by CoC in the 13^th meeting of the CoC held on 06.10.2023.

10. The CoC passed a resolution by vote of 52.33% through e-voting which got completed on 11.10.2023 for publication of fresh Form G inviting Fresh Expression of Interest (EOI"). Accordingly, fresh Form G- inviting EOI from interested and eligible prospective Resolution Applicants to submit Resolution Plans was published on 13.10.2023.

11. The EOIs were received from 19 Prospective Resolution Applicants and accordingly, the Provisional List of eligible Prospective Resolution Applicants was published on 31.10.2023. On the same day as per the terms of Regulation 36B o