2026 Supreme(Online)(NCLT) 217

NATIONAL COMPANY LAW TRIBUNAL
Sunil Kumar Aggarwal, Judicial Member, Radhakrishna Sreepada, Technical Member
MR. ALOK KAILASH SAKSENA – Appellant
Versus
ASSOCIATE DECOR LIMITED – Respondent
I.A. NO. 161/2020 IN C.P. (IB) NO. 51/BB/2018

NCLT split verdict on resolution plan approval: Judicial Member approved CoC-endorsed plan as compliant; Technical Member rejected for procedural violations, conditionality, Section 29A/SPV/merger/debt assignment defects, ordering liquidation; referred to third member under Section 419(5) Companies Act.

Headnote:(A) Insolvency and Bankruptcy Code, 2016 - Sections 30(2), 30(6), 31, 33(1)(b), 29A, 31(4) - IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 - Regulations 36, 35(2), 39(3), 39(4), 36B(4A), 38 - Approval of resolution plan - Split verdict by NCLT Bench: Member (Judicial) approved plan approved by CoC with 100% voting share, finding compliance with statutory requirements including feasibility, viability, non-conditionality after waiver, Section 29A, and other regulations; Member (Technical) rejected plan citing multiple incurable defects viz. incomplete information memorandum without audited financials, non-evaluation of amended plan, conditional clauses, non-ARC debt assignment, merger without scheme/CCI approval, Section 29A non-compliance by SPV, violating Regulations 36, 39(3), 39(4), 36B(4A), Section 30(2)(c)-(f); ordered liquidation - Matter referred to third member under Section 419(5) Companies Act, 2013 r/w Rule 60(3) NCLT Rules, 2016 on whether plan liable to be approved or rejected under Section 31 IBC. (Paras 1-16, Order of Bench)

(B) Corporate Insolvency Resolution Process - Procedural irregularities - Non-inclusion of audited financial statements in IM, non-sharing complete valuation reports with CoC, approval of materially amended plan without fresh evaluation matrix comparison, premature filing without performance security - Render process vitiated, reducing competition and value maximisation. (Technical Order paras 1-6)

(C) Resolution Plans - Conditionality - Clauses making payment subject to no stay, no additional claims, asset maintenance by RP - Render plan unimplementable per Ebix principles; post-approval waiver at bar impermissible as plan binding/irrevocable post-CoC approval. (Technical Order paras 7-7.10)

(D) Implementation via SPV - Must independently comply with Section 29A; ownership by separate entities not satisfying 'ultimately owned by RA owners/relatives'; merger requires Sections 230-232 Companies Act scheme, CCI approval under Section 31(4) IBC if combination. (Technical Order paras 8-9) (E) Debt Assignment - Impermissible to non-ARC entities, violating SARFAESI Act Section 5, RBI guidelines; RP cannot execute assignment on behalf of creditors. (Technical Order para 10)

Facts of the case:
Application under Section 30(6) IBC for approval of resolution plan submitted by foreign SRA, approved by CoC with 100% votes in 2020 after CIRP commencement in 2018; prolonged hearings revealed procedural lapses, plan amendments, SPV formation years later, leading to split opinions on approval vs rejection/liquidation.

Findings of Court:
Member (Judicial): Plan compliant, feasible, viable; conditions waived, SPV Section 29A compliant as connected person; merger subject to Companies Act procedure; approved under Section 31. Member (Technical): Plan defective on multiple counts, rejected; Corporate Debtor ordered into liquidation under Section 33(1)(b).

Issues: Whether CIRP process compliant with Regulations 36, 35(2), 39(3)/(4), 36B(4A); plan conditional/unimplementable; SPV Section 29A/merger compliant; debt assignment legal; reliefs beyond Tribunal jurisdiction; plan approvable under Section 31 or reject/liquidate under Section 31(2)/33.

Ratio Decidendi: Adjudicating Authority must scrutinise CoC-approved plan against Section 30(2) requirements; commercial wisdom non-justiciable only if process fair, complete information provided, no statutory violations; conditional plans, procedural irregularities, non-compliant structures warrant rejection/liquidation to protect creditor value.

Result: Split decision; matter referred to third member for final adjudication on plan approval/rejection.

Table of Content
1. rp seeks coc-approved resolution plan approval under section 30(6). (Para 1 , 2)
2. sra's credentials and sector experience established. (Para 3)
3. resolution plan features payouts, implementation, funding detailed. (Para 4)
4. procedural compliances and stakeholder details verified. (Para 5 , 6 , 7 , 8 , 9 , 10 , 11)
5. section 30(2) and regulation 38 compliances examined. (Para 12 , 13)
6. coc commercial wisdom upheld; objections rejected. (Para 14)
7. plan approved; implementation directions issued. (Para 15 , 16)

IN THE NATIONAL COMPANY LAW TRIBUNAL BENGALURU BENCH (Exercising powers of Adjudicating Authority under The Insolvency and Bankruptcy Code, 2016)

I.A. NO. 161/2020 IN C.P. (IB) NO. 51/BB/2018 (filed under Section 30(6) of the Insolvency & Bankruptcy Code, 2016 read with Regulation 39(4) of the IBBI (Insolvency Resolution Process for Corporate Persons)

Regulations, 2016)

IN THE MATTER OF I.A NO. 161/2020 M/S ASSOCIATE DECOR LIMITED represented by its Resolution Professional, MR. ALOK KAILASH SAKSENA Having his Registered office at 3^rd Floor, Reegus Business Centre, 1st Floor, Laxmi Building, SIR P M Road, Fort, Mumbai, Maharashtra – 400001 …. Resolution Professional/Applicant IN THE MAIN MATTER OF: PUNJAB NATIONAL BANK Earlier ORIENTAL BANK OF COMMERCE Regd. Office: 14th Floor, Large Corporate Branch Maker Tower, F wing Cuffe Parade, Mumbai- 400005. …. Financial Creditor Versus ASSOCIATE DECOR LIMITED, Regd. Office: Plot No. 1, Phase 4, KIADB Industrial Estate, Malur Kolar, Karnataka- 563130 …. Corporate Debtor Order delivered on: 12.01.2026 CORAM: Shri Sunil Kumar Aggarwal, Hon’ble Member (Judicial)

PARTIES/COUNSELS PRESENT:

For the RP/Applicant : Ms. Lakshmi Iyengar, Sr. Counsel with Shri Ajay Shankar Rao, Shri Abhyankar Panth For the SRA: Shri Vishnu Sharma a/w Pankuri Jain For the CoC: Mr. Tushar Mehta, Ld. Solicitor General of India, Sr, Adv. Mr Arvind Nayar, Sr. Adv. with Ms. Abhijna Somashekar O R D E R

1. This Application is filed by Mr. Alok Kailash Saksena (hereinafter referred to as ‘Applicant/Resolution Professional’) under Section 30(6) read with Section 31 of the Insolvency and Bankruptcy Code, 2016 and Regulation 39(4) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 read with Rule 11 of the National Company Law Tribunal Rules, 2016 seeking approval of the Resolution Plan dated 11.02.2020 submitted by M/s Mohammed Enterprises (Tanzania) Limited (hereinafter referred to as ‘Successful Resolution Applicant/ SRA/METL’), was deliberated by the CoC in its adjourned 19^th meeting, held on 11.02.2020, Thereafter, E-Voting was conducted from 13.02.2020 to 06.03.2020 wherein the CoC members having 100% of the total voting share resolved and accepted the Resolution plan of Resolution Applicant named METL and a copy of the E-voting result dated 06.03.2020 approving the Resolution Plan of METL is at Annexure – A3. Further, the Resolution professional in the 20^th CoC meeting held on 07.03.2020 informed the members about the approval of Resolution Plan submitted by METL for the Corporate Debtor.

2. ABOUT THE CORPORATE DEBTOR M/s. Associate Decor Limited, Corporate Debtor was admitted into CIRP vide order dated 26.10.2018 in CP (IB) No. 51/BB/2018, wherein Mr. Alok Kailash Saksena (IBBI/IPA-001/IP-P00056/2017-18/10134) was appointed as the Interim Resolution Professional. Thereafter, Mr. Alok Kailash Saksena was confirmed as the Resolution Professional of the Corporate Debtor (“RP”) in the Sixth meeting of the Committee of Creditors of the Corporate Debtor (“CoC”) held on 12.04.2019. The Authorized Share Capital of the Respondent/Corporate Debtor is Rs.52,00,00,00 (Rupees Fifty Two Crores) comprising 5,20,00,000 (Five Crore Twenty Lakhs) Equity Shares of Rs.10 each and Paid-up Capital of the Respondent/Corporate Debtor is Rs. 51,51,00,000 (Rupees Fifty One Crore Fifty one lakhs) comprising 5,15,10,000 (Five Crore Fifteen Lakhs Ten Thousand) Equity Shares of Rs.10 each Name of

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