IN THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT – III IA/1985/2025 in IA/69(Plan)/2024 in C.P.(IB)/935(MB)/C-III-2020 [Under Section 60(5) of the Insolvency and Bankruptcy Code, 2016]

Shripal Sevantilal Morakhia Address: Prithvi Apartment, Altamount Road, Peddar Road, Gamdevi, Mumbai – 400026.

… Applicant Vs.

1. Bhrugesh Amin RP for Smaaash Entertainment Private Limited Address: 4305, Auris Serenity, Tower-1, New Link Road, Malad West, Mumbai Suburban -

400064

2. CoC – Smaaash Entertainment Private Limited, through the RP Address: 4305, Auris Serenity, Tower-1, New Link Road, Malad West, Mumbai Suburban -

400064 … Respondents In the matter of IA/69(Plan)/2024 [Under section 30(6) of the Insolvency and Bankruptcy Code, 2016]

Bhrugesh Amin ... Applicant in IA/69/2024 Vs.

Nazara Technologies Limited ... Respondent in IA/69/2024 In the matter of [Under section 7 of the Insolvency and Bankruptcy Code, 2016]

Edelweiss Asset Reconstruction Company … Financial Creditor Vs.

Smaaash Entertainment Private Limited ... Corporate Debtor Order Pronounced on: 17.02.2026 Coram:

Ms. Lakshmi Gurung, Member (Judicial)

Sh. Hariharan Neelakanta Iyer, Member (Technical)

Appearances:

For the Applicant : Adv. Partho Sarkar a/w Pratik Sarkar, Adv.

Dattatraya D. i/b Vidhi Legal For Respondent 1 : Senior Advocate Gaurav Joshi a/w Adv.

Shyam Kapadia i/b JSA Per: Ms. Lakshmi Gurung, Member (Judicial

1. The instant interlocutory application has been filed by Mr. Shripal Morakhia, the ex-director of Smaaash Entertainment Private Limited under Section 60(5) of the Insolvency & Bankruptcy Code, 2016 (IBC/Code) seeking rejection of the application bearing No. IA/69/2024 filed by the RP for approval of the resolution plan and for consideration of the settlement proposal of the applicant under section 12A of the Code.

Prologue

2. For proper appreciation of the facts, it is necessary to understand the background facts leading to filing of present application to the extent required, which are succinctly enumerated:

(a) M/s Smaaash Entertainment Private Limited (Corporate Debtor was admitted to Corporate Insolvency Resolution Process (CIRP vide order dated 06.05.2022 in the captioned CP/935/2020 and Mr. Bhrugesh Amin (Respondent 1) was appointed as the Interim Resolution Professional (IRP). The Committee of Creditors (Respondent 2/CoC) was constituted on 03.06.2022 and in the meeting held on 15.06.2022 Mr. Bhrugesh Amin was appointed as the Resolution Professional (RP).

(b) The RP published the first Form G inviting Expression of Interest (EoI) on 20.07.2022. Thereafter, the second and third Form G were published on 16.12.2022 and 08.12.2023 respectively.

(c) Resolution Plans were received from (i) Nazara Technologies Limited and (ii) Consortium of Resurgent Property Ventures Private Limited and Sanjay Lodha. The CoC negotiated with the Resolution Applicants on commercial and technical terms and suggested modifications in both the Resolution Plans. However, only Nazara Technologies Limited submitted its revised/modified Resolution Plan.

(d) The CoC, at its 30th Meeting convened on 26.07.2024, decided to vote on the resolution plan. The e-voting commenced on 30.07.2024 and was closed on 05.08.2024. The Resolution Plan submitted by Nazara Technologies Limited (Successful Resolution Applicant/SRA) was approved by the CoC by 99.59%

voting. The RP issued Letter of Intent to the SRA.

(e) The RP filed Interlocutory Application being IA/69/2024 (Plan IA on 10.08.2024 seeking sanction of the resolution plan by the Adjudicating Authority. The Plan IA was extensively heard on 02.04.2025 where the Ld. Counsel for the suspended directors was also present and raised oral objections against the resolution plan on the ground of undervaluation of the Corporate Debtor and non-

consideration of the suspended director’s proposal. It was urged that suspended director has filed an Application objecting to the approval of the plan, but the same was not listed. Therefore, the hearing on Plan IA was postp