Asset Reconstruction Company (India) Limited Vs ACCIL Corporation Private Limited (NCLT Jaipur)
Background and CIRP Proceedings
Asset Reconstruction Company (India) Limited (ARCIL), a financial creditor of ACCIL Corporation Private Limited, filed a petition under Section 7 of the Insolvency and Bankruptcy Code, 2016. The NCLT Jaipur admitted the petition on 15.10.2025, commenced the Corporate Insolvency Resolution Process (CIRP), and appointed Ajay Kumar Atolia as Interim Resolution Professional (IRP).
A public announcement was issued on 17.10.2025 inviting claims from creditors. The Committee of Creditors (CoC) was constituted with three secured financial creditors: ARCIL, Prudent ARC Limited and Central Bank of India. At its first meeting on 12.11.2025, the CoC resolved to replace the IRP with Chandra Prakash as Resolution Professional (RP), whose appointment was subsequently confirmed by the NCLT on 25.11.2025.
The RP issued the Request for Resolution Plans (RFRP), Evaluation Matrix and Information Memorandum to eligible prospective resolution applicants. Five applicants submitted resolution plans: Gama Leasing and Developers Private Limited, Fleur Hotels Limited, Oriental Structural Engineers Private Limited (OSEPL), CN Infrabuild LLP and Gland Celsus Bio Chemicals Pvt. Ltd.
Selection of Successful Resolution Applicant
The resolution applicants participated in seven rounds of bidding. Oriental Structural Engineers Private Limited emerged as the highest bidder at the conclusion of the process with a Total Weighted Value of Net Present Value of INR 267.46 crore, while Fleur Hotels Limited’s final offer stood at INR 256.14 crore.
Following examination of the final plans for compliance with the Code, CIRP Regulations and RFRP, OSEPL’s plan was declared the H1 plan. The eligibility report dated 22.04.2026 confirmed the eligibility of all five resolution applicants under Section 29A of the Code.
In the 15th CoC meeting, the resolution plan submitted by OSEPL received 100% approval from the three CoC members. OSEPL was accordingly declared the Successful Resolution Applicant. It accepted the Letter of Intent unconditionally and furnished a Performance Bank Guarantee of INR 86.40 crore, being 30% of the amount offered to the secured financial creditors.
Key Terms of the Resolution Plan
The approved Resolution Plan provides for a Total Resolution Amount of INR 2,88,37,00,000, plus Avoidance Benefits, Cash Balances, Litigation Benefits and Mandatory Payments, as applicable.
The plan proposes payment of INR 2,88,00,00,000 to secured financial creditors against admitted claims, with distribution on a pro-rata basis according to their admitted claims and the manner of distribution approved by the CoC.
Workmen and employees are proposed to receive INR 31,35,983, while other operational creditors are proposed to receive INR 5,64,017. No payment is provided to other creditors or existing equity shareholders. The existing share capital is to be cancelled for NIL consideration, subject to the capital restructuring contemplated under the plan.
The plan provides for funding from the SRA’s own sources. An Availability of Funds Certificate dated 01.05.2026 certified total unencumbered cash, cash equivalents and liquid investments of INR 1,078.34 crore available with the SRA and its wholly owned subsidiary as on 31.03.2026.
The plan also provides for Distribution Accounts and an escrow mechanism, capital restructuring, issuance of new equity shares to the SRA and optionally convertible redeemable preference shares to secured financial creditors, followed by transfer of those preference shares to the SRA or its nominees.
NCLT Jaipur’s Examination Under Sections 30 and 31
The Adjudicating Authority examined whether the resolution plan satisfied the mandatory requirements of the IBC. Section 30 was considered in relation to payment of CIRP costs, treatment of operational creditors and dissenting financial creditors, management of the Corporate Debtor, implementation and supervision, compliance with applicable law and other requirements.
The Tribunal referred to the Supreme Court judgment in Greater Noida Industrial Development Authority v. Prabhjit Singh Soni and Anr., (2024) ibclaw.in 53 SC, concerning the scope of the Adjudicating Authority’s jurisdiction while considering approval of a resolution plan under Section 31.
The NCLT noted that the resolution plan had been approved by the CoC with 100% voting share. It also considered the Form H, Section 29A eligibility affidavit, CoC voting results and compliance chart placed on record.
The Tribunal found that the plan complied with Section 30(2) of the Code and Regulations 37 and 38 of the CIRP Regulations. It specifically noted provisions concerning priority payment of CIRP costs, payment to operational creditors, management and control after approval, the implementation schedule, source of funds and measures for effective implementation.
Directions on Implementation
The Tribunal directed that, on the implementation date, capital infusion would be undertaken, the powers of the suspended Board would be withdrawn, CIRP costs and operational creditor dues would be paid in accordance with the plan, and the Corporate Debtor’s assets would be handed over to the Resolution Applicant on an “as is where is basis.”
The order further provided for cessation of authorizations and powers of attorney of the Corporate Debtor, resignation of key managerial personnel, and appropriate decisions concerning staff, workmen and employees in accordance with the resolution plan and applicable law.
The Tribunal clarified that approval of the resolution plan would not constitute a waiver of statutory obligations or liabilities. Any waiver sought under the plan would remain subject to relevant law and approval by the concerned authorities, in light of the Supreme Court judgment referred to in the order.
Final Order
The NCLT Jaipur approved the Resolution Plan submitted by Oriental Structural Engineers Private Limited under Section 30(4) of the IBC. The approved plan was declared binding on the Corporate Debtor, its employees, members, creditors, Central Government, State Government or local authorities, guarantors and other stakeholders involved in the plan.
The moratorium imposed under Section 14 on 15.10.2025 was directed to cease. The RP was directed to forward the CIRP and resolution-plan records to the Board, and to file an appropriate application informing the Tribunal about implementation of the plan within the stipulated period.
Accordingly, IA (IBC) (Plan) No. 06/JPR/2026 was allowed, and the reliefs and concessions sought under the resolution plan were allowed and approved in terms of law.
Cases Discussed
- Greater Noida Industrial Development Authority v. Prabhjit Singh Soni and Anr (Supreme Court), (2024) ibclaw.in 53 SC.
- Ghanashyam Mishra and Sons Pvt. Ltd. v. Edelweiss Asset Reconstruction Company Ltd. & Ors. (Supreme Court), (2021) 9 SCC 657.
- Committee of Creditors of Essar Steel India Limited v. Satish Kumar Gupta & Ors. (Supreme Court), (2020) 8 SCC 531.
FULL TEXT OF THE NCLT JUDGMENT/ORDER
1. The present Interlocutory Application bearing IA (IBC) (Plan) 06/JPR/2026 is filed by Mr. Chandra Prakash (“Applicant”/ “RP”), Resolution Professional of ACCIL Corporation Private Limited (“Corporate debtor”) under Section 30(6) 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 (“NCLT Rules”), seeking approval of the resolution plan dated 25.03.2026, as revised and resubmitted on 04.05.2026 (“Resolution Plan”), submitted by Oriental Structural Engineers Private Limited (“OSEPL”/ “Successful Resolution Applicant”/ “SRA”) for resolution of the insolvency of the Corporate Debtor. The Resolution Plan has been approved by the Committee of Creditors (“CoC”) of the Corporate Debtor in the 15′ CoC meeting with a unanimous voting share of 100% (i.e., all 3 members of the CoC voting in favour), as declared on 20.05.2026. The reliefs sought under this Application are as follows:-
i. the Resolution Plan dated 25.03.2026, as revised and resubmitted on 04.05.2026, of the Successful Resolution Applicant, i.e., Oriental Structural Engineers Private Limited, in exercise of powers under Section 31 ( 1) of the Insolvency and Bankruptcy Code, 2016, and declare that the same shall be final and binding on the Corporate Debtor, its employees, members, creditors (including the Central Government and the State Government or any local authority), guarantors and other stakeholders;
ii. grant the reliefs and concessions, as sought in Chapter XI of the Resolution Plan dated 25.03.2026, as revised and re-submitted on 04.05.2026, of the Successful Resolution Applicant, i.e., Oriental Structural Engineers Private Limited;
iii. take on record the compliance certificate in Form H, filed by the Applicant under Regulation 39 (4) of the CIRP Regulations certifying compliance of the Resolution Plan with the provisions of the Code and the CIRP Regulations; and
iv. pass such other order(s) as this Hon’ble Adjudicating Authority may deem fit and proper in the facts and circumstances of the case.
2. Asset Reconstruction Company (India) Limited (“ARCIL”), a financial creditor of the Corporate Debtor, filed the captioned petition bearing CP (IB) No. 108/7/JPR/2024, under Section 7 of the Code before this Adjudicating Authority, seeking initiation of CIRP against the Corporate Debtor. Vide order dated 15.10.2025 (“Admission Order”), this Adjudicating Authority admitted the captioned petition and commenced the CIRP of the Corporate Debtor and appointed Ajay Kumar Atolia as the IRP of the Corporate Debtor.
3. Pursuant to the admission of the Corporate Debtor into CIRP, the IRP, in accordance with Regulation 6 of the CIRP Regulations, issued and published the public announcement in Form A on 17.10.2025, inviting submission of claims from the creditors of the Corporate Debtor. The public announcement was published in ‘Economic Times’ (All India Edition, in English) and `Jaipur Mahanagar Times’ (in Hindi). The last date for submission of claims was 29.10.2025. In parallel, the IRP took control and custody of the assets, books and records of the Corporate Debtor and undertook the necessary steps to keep the Corporate Debtor as a going concern in accordance with the provisions of the Code and the CIRP Regulations.
4. The IRP collated and verified the claims received from creditors of the Corporate Debtor and prepared the list of creditors as on the insolvency commencement date. The IRP constituted the CoC comprising 3 secured financial creditors:
(i) ARCIL;
(ii) Prudent ARC Limited (“Prudent ARC”); and
(iii) Central Bank of India (“CBI”)
5. On 12.11.2025, the 1St meeting of the CoC was held. The CoC, inter alia, resolved to replace the IRP with the Applicant, namely, Chandra Prakash, as the Resolution Professional, and authorised ARCIL to file the requisite application. Subsequently, vide order dated 25.11.2025, this Adjudicating Authority allowed the application filed by ARCIL on behalf of the CoC, and confirmed the appointment of the Applicant, Mr. Chandra Prakash, as the RP of the Corporate Debtor, directing the erstwhile IRP to hand over the assets, books, and records of the Corporate Debtor to the Applicant.
6. Pursuant to the approval of the CoC, the Applicant issued the RFRP, along with the Evaluation Matrix and the Information Memorandum in accordance with the provisions of the Code and the CIRP Regulations, to the eligible PRAs. The RFRP, inter alia, provided that the last date for submission of resolution plans by the PRAs was 18.03.2026. Pursuant to issuance of the RFRP, the PRAs were also provided access to the virtual data room maintained by the Applicant to facilitate detailed legal, financial and commercial due diligence of the Corporate Debtor.
7. Five Resolution Applicants submitted their respective Resolution Plans by the extended deadline of 25.03.2026 at 5:30 PM (IST), namely: (i) Gama Leasing and Developers Private Limited; (ii) Fleur Hotels Limited; (iii) Oriental Structural Engineers Private Limited (“OSEPL”); (iv) CN Infrabuild LLP; and (v) Gland Celsus Bio Chemicals Pvt. Ltd.
8. The negotiation process, conducted physically with the authorised representatives of the all the five (5) Resolution Applicants, who had all submitted the requisite undertakings, comprised 7 rounds of bidding, with an incremental bid value of INR 5 Crore on the Total Weighted Value of Net Present Value (“NPV”), and was conducted in the following manner:
i. Round 1 was conducted as a Blind Bid Round, wherein all five (5) Resolution Applicants submitted their improved respective bids in sealed envelopes. Upon opening, Oriental Structural Engineers Private Limited emerged as the Hl Resolution Applicant with a Total Weighted Value of NPV of INR 214.63 Crore. The said Hl bid value was disclosed to all the Resolution Applicants for the subsequent round (without disclosing the identity of the Hi Resolution Applicant);
ii. In Round 2, Gama Leasing and Developers Private Limited emerged as the Hl Resolution Applicant with a Total Weighted Value of NPV of INR 223.44 Crore;
iii. Prior to Round 3, Gland Celsius Bio Chemicals Private Limited intimated the CoC that it would treat its offer submitted in Round 2 as its final offer (INR 236.48 Crore towards the Secured Financial Creditors and INR 0.81 Crore towards the other stakeholders) and did not wish to participate in any further rounds of the negotiation process;
iv. In Round 3, the remaining four (4) Resolution Applicants submitted their revised offers. Oriental Structural Engineers Private Limited emerged as the Hl Resolution Applicant with a Total Weighted Value of NPV of INR 240.00 Crore. It was further noted that Gama Leasing and Developers Private Limited, though participating in Rord 3, did not increase its offer from Round 2. The said Hl bid value was disclosed to all the remaining Resolution Applicants for the subsequent round (without disclosing the identity of the Hl Resolution Applicant);
v. Prior to Round 4, Gama Leasing and Developers Private Limited intimated the CoC that it would treat its offer submitted in Round 2 (INR 60 Crore upfront + INR 188 Crore deferred = INR 248 Crore to the Secured Financial Creditors and INR 7 Crore to the other stakeholders) as its final offer, which they have offered in Round 3 also, and did not wish to participate in any further rounds. Further, CN Intraguild LLP confirmed (telephonically, through its authorised representative) that it would treat its offer submitted in Round 3 (INR 270.09 Crore deferred payment to the Secured Financial Creditors and INR 0.42 Crore towards the other stakeholders) as its final offer and did not wish to participate in any further rounds and that they had therefore left the premises;
vi. Rounds 4 to 7 were thereafter conducted between the remaining two (2) Resolution Applicants, namely Oriental Structural Engineers Private Limited and Fleur Hotels Limited. In Round 4, Fleur Hotels Limited emerged as the Hl Resolution Applicant with a Total Weighted Value of NPV of INR 245.96 Crore.
vii. In Round 5, Oriental Structural Engineers Private Limited emerged as the Hl Resolution Applicant with a Total Weighted Value of NPV of INR 251.10 Crore. Subsequently in Round 6, Oriental Structural Engineers Private Limited emerged as the Hl Resolution Applicant with a Total Weighted Value of NPV of INR 258.50 Crore, while Fleur Hotels Limited submitted its highest offer in this round at a Total Weighted Value of NPV of INR 256.14 Crore.
viii. In Round 7, Fleur Hotels Limited did not increase its offer beyond its Round 6 bid and intimated the CoC that it would treat its Round 6 offer (INR 275.83 Crore towards the Secured Financial Creditors and INR 0.20 Crore towards the other stakeholders, aggregating to INR 276.03 Crore) as its final offer and did not wish to participate in any further rounds. Accordingly, at the conclusion of Round 7, Oriental Structural Engineers Private Limited emerged as the Hl Resolution Applicant with a Total Weighted Value of NPV of INR 267.46 Crore, with Fleur Hotels Limited’s final offer standing at a Total Weighted Value of NPV of INR 256.14 Crore.
9. In the 13′ CoC meeting, all the 5 Resolution Applicants submitted their respective final signed Resolution Plans (the “Final Resolution Plans”) by 6:00 PM (IST) on 04.05.2026. The Final Resolution Plans were uploaded on, and shared with the members of the CoC, including Suspended Board of Directors, through the Virtual Data Room maintained by the Applicant. The legal counsels of the Applicant examined the Final Resolution Plans for compliance with the Code, the CIRP Regulations and the terms of the RFRP, and issued compliance reports in respect of all 5 Final Resolution Plans, which were duly shared with the members of the CoC. In parallel, the Applicant obtained the eligibility report dated 22.04.2026 from M/s Bagchi Kejriwal & Co. (the Section 29A consultant) which confirmed the eligibility of all 5 Resolution Applicants under Section 29A of the Code.
10. Based on scoring, the Resolution Plan submitted by Oriental Structural Engineers Private Limited (i.e., the SRA) was declared as the H1 plan. Upon conclusion of the e-voting process on 20.05.2026 in 15th CoC meeting, the results of the e-voting were duly declared. The outcome of the e-voting in respect of the said voting items, as certified by Claim-Bridge Technologies (the e-voting service provider), is as set out in the table below:
| VOTING ITEM | YES (%) | NO (%) | ABSTAIN (%) |
|---|---|---|---|
| Resolution Plan of CN Infrabuild LLP | 13.62 | 86.38 | 0.00 |
| Resolution Plan of Gland Celsus Bio Chemicals Private Limited | 13.62 | 86.38 | 0.00 |
| Resolution Plan of Gama Leasing and Developers Private Limited | 13.62 | 86.38 | 0.0 |
| Resolution Plan of Oriental Structural Enzineers Private Limited (i.e., the SRA) | 100.00 | 0.00 | 0.00 |
| Resolution Plan of Fleur Hotels Limited | 13.62 | 86.38 | 0.00 |
| Manner of distribution under the Resolution Plan(s) | 100.00 | 0.00 | 0.00 |
11. Accordingly, the Resolution Plan submitted by OSEPL was duly approved by the CoC with a unanimous voting share of 100% (i.e., approved by all the 3 members of the CoC, namely ARCIL, Prudent ARC and Central Bank of India), and OSEPL was declared as the Successful Resolution Applicant.
12. In accordance with the authorisation granted by the CoC, the Applicant, vide his letter dated 20.05.2026, issued the Letter of Intent (“Lon to OSEPL, intimating it of its selection as the Successful Resolution Applicant. The LoI, called upon OSEPL to inter alia:-
(a) To furnish, within 3 business days from the date of issuance of the LoI, the Performance Security in the amount of INR 86,40,00,000/- (Indian Rupees Eighty-Six Crore Forty Lakh only) (being 30% of the amount offered under the Resolution Plan to the Secured Financial Creditors), in favour of ARCIL (acting as the Designated Lender on behalf of the CoC) in the form and manner prescribed under the RFRP; and
(b) To unconditionally accept the LoI by signing and returning a copy thereof, endorsed as ‘Accepted Unconditionally’, within 3 business days.
13. It is pertinent to mention herein that the OSEPL accepted the LoI unconditionally vide letter dated 21.05.2026 and furnished the Performance Bank Guarantee dated 21.05.2026 issued by ICICI Bank, in favour of ARCIL, in accordance with the terms of the LoI and the RFRP. The SRA has duly complied with the requirements of Regulation 31A of the CIRP Regulations and has, in this regard, submitted an undertaking dated 22.05.2026 with respect to the payment of regulatory fee payable to the Insolvency and Bankruptcy Board of India under the Regulation 31A of the CIRP Regulations
14. The Brief contour of the approved Resolution plan of Successful Resolution Applicant OSEPL are as follows:-
14.1 Total Resolution Amount ( Clause 2.1 read with Chapter VI of the Resolution Plan): The Resolution Plan provides for a Total Resolution Amount of INR 2,88,37,00,000/- (Indian Rupees Two Hundred Eighty Eight Crore Thirty-Seven Lakh only), plus the Avoidance Benefits, the Cash Balances, the Litigation Benefits and the Mandatory Payments (as applicable), to be deposited by the SRA in the Distribution Accounts (defined hereinafter) on the Transfer Date, which shall be utilised for making payments to the stakeholders of the Corporate Debtor in full and final settlement and discharge of all Claims against the Corporate Debtor, in the following manner:
| Class of Stakeholder | Amount Claimed (INR) | Amount Proposed (INR) |
|---|---|---|
| Unpaid CIRP Costs and Interim Management Costs | At actuals | At actuals |
| Secured Financial Creditors | 8,34,39,83,198 | 2,88,00,00,000 |
| Operational Creditors (Workmen & Employees) | 31,35,983 | 31,35,983 |
| Operational Creditors (other than Workmen & Employees) | 7,53,87,521′ | 5,64,017 |
| Other Creditors | 53,34,92,290 | Nil |
| Existing Equity Shareholders | N/A | Nil |
| Total | 8,95,59,98,992 | 2,88,37,00,000— |
* The admitted Secured Financial Creditor debt as at the date of the Resolution Plan is INR 7,93,45,71,443/- (Indian Rupees Seven Hundred Ninety-Three Crore Forty-Five Lakh Seventy-One Thousand Four Hundred Forty-Three only).
# The admitted claims of the Operational Creditors may vary basis determination of applications pending before this Honible Tribunal.
** Plus the Avoidance Benefits, the Cash Balances, the Litigation Benefits and the Mandatory Payments, as applicable.
14.2 Treatment/Payment of Secured Financial Creditors (Clause 6.3 of the Resolution Plan): As against and in full and final settlement and discharge of all Claims (admitted or not) of the Secured Financial Creditors of the Corporate Debtor, the Secured Financial Creditors shall be paid an aggregate amount of INR 2,88,00,00,000/- (Indian Rupees Two Hundred Eighty-Eight Crore only) (the “SEC Payment Amount’) on the Transfer Date, by the Monitoring Professional from the Total Resolution Amount deposited in the Distribution Accounts, plus the Avoidance Benefits, the Cash Balances and the Litigation Benefits as set out in Clauses 6.3.4, 6.3.5 and 6.3.6 of the Resolution Plan. The distribution of the SFC Payment Amount amongst the Secured Financial Creditors shall be made on a pro-rata basis of their respective admitted claims, in accordance with the manner of distribution approved by the CoC.
14.3 Treatment of Dissenting Financial Creditors (Clause 6.3.7 of the Resolution Plan): The Resolution Plan provides that any Financial Creditor who does not vote in favour of the Resolution Plan shall be paid the minimum amount payable to such creditor in accordance with Section 30(2) (b) of the Code (the “Minimum Amount\‘). The Minimum Amount shall be paid in priority to the assenting Financial Creditors, out of the Total Resolution Amount reserved for the relevant category of the creditor, without changing the overall Total Resolution Amount. It is respectfully submitted that the Resolution Plan was approved by the CoC with a unanimous voting share of 100%, and accordingly, there are no dissenting Financial Creditors in respect of the Resolution Plan.
14.4 Treatment/Payment of Operational Creditors (Workmen & Employees) (Clause 6.4.1 of the Resolution Plan): As against and in full and final settlement and discharge of all Claims (admitted or not) of the workmen and employees of the Corporate Debtor, the Resolution Plan provides for the payment of an aggregate amount of INR 31,35,983/- (Indian Rupees Thirty-One Lakh Thirty-Five Thousand Nine Hundred Eighty-Three only) on the Transfer Date, in compliance with Section 30(2)(b) of the Code read with Regulation 38(1) of the CIRP Regulations.
14.5 Treatment/Payment of Operational Creditors (other than Workmen & Employees) (Clause 6.4.2 of the Resolution Plan): As against and in full and final settlement and discharge of all Claims (admitted or not) of the Operational Creditors of the Corporate Debtor (other than the workmen and employees), the Resolution Plan provides for the payment of an aggregate amount of INR 5,64,017 /- (Indian Rupees Five Lakh Sixty-Four Thousand Seventeen only) on the Transfer Date, in compliance with Section 30(2)(b) of the Code read with Regulation 38(1) of the CIRP Regulations.
14.6 Treatment of Other Creditors and Equity Shareholders (Clauses 6.5 and 6.6 of the Resolution Plan): The Resolution Plan does not provide for any payment to the Other Creditors of the Corporate Debtor or to the existing equity shareholders of the Corporate Debtor. The existing share capital of the Corporate Debtor (other than the new equity to be issued to the SRA and the OCRPS (defined hereinafter) shall stand cancelled on the Transfer Date for NIL consideration.
14.7 Source of Funds (Clause 5.6 of the Resolution Plan): The SRA has confirmed that the payments proposed under the Resolution Plan shall be funded by the SRA from its own sources of funds, and that the SRA has sufficient net worth for making the relevant payments to the stakeholders. In this regard, the SRA has submitted an Availability of Funds Certificate dated 01.05.2026, issued by Mis GSK & Associates LLP, Chartered Accountants (Firm Registration No. 013838N), certifying that the total unencumbered cash and cash equivalents and liquid investments available with the SRA and its wholly owned subsidiary, aggregate to INR 1,078.34 Crore as on March 31 , 2026, and that the aggregate funds available with the SRA and Oriental Tollways Private Limited are sufficient and adequate to meet the financial commitments proposed under the Resolution Plan. A copy of the Availability of Funds Certificate dated 01.05.2026 is annexed hereto as Annexure II.
14.8 Distribution Accounts and Escrow Mechanism (Clause 10. 6 of the Resolution Plan): To ensure efficacious implementation of the Resolution Plan, the payments to the stakeholders shall be managed/routed through two (2) bank accounts to be opened/designated by the Applicant (then acting in his capacity as the Monitoring Professional) on behalf of the Corporate Debtor, namely (a) the Share Application Money Account (towards the Equity Amount); and (b) the Debt Money Account (towards the Debt Amount) (together, the “Distribution Accounts”. The Monitoring Professional shall act as the independent escrow agent in respect of the Distribution Accounts. The Total Resolution Amount shall be deposited by the SRA in the Distribution Accounts on or prior the Transfer Date, and shall thereafter be utilised by the Monitoring Professional for distribution to the stakeholders in the manner and order of priority set out in the Resolution Plan.
14.9 Capital Restructuring of the Corporate Debtor ( Chapter VIII of the Resolution Plan): On the Transfer Date, the share capital of the Corporate Debtor shall stand restructured in the following manner: (a) the existing share capital of the Corporate Debtor shall stand cancelled for NIL consideration; (b) the Corporate Debtor shall issue and allot new equity shares of face value INR 10/- each to the SRA (and/or its nominees/subsidiaries/affiliates eligible under Section 29A of the Code) against the Equity Amount; and ( c) the Corporate Debtor shall issue and allot optionally convertible redeemable preference shares (“OCRPS, to the Secured Financial Creditors against the Converted Admitted SFC Debt, on the terms set out in Schedule 1 (Terms of OCRPS) to the Resolution Plan, which OCRPS shall be transferred by the Secured Financial Creditors to the SRA (and/or its nominees) immediately upon Issuance.
14.10 Monitoring Committee and Interim Management (Chapter IX of the Resolution Plan): The Resolution Plan provides that, on and from the Effective Date until the Transfer Date, the management and affairs of the Corporate Debtor shall be supervised by a Monitoring Committee (“MC’) comprising of the Applicant (in the capacity of Monitoring Professional), one nominee each of the SRA and the assenting Financial Creditors of the Corporate Debtor. During the said interim management period, (a) the MC shall be responsible for the supervision of the day-today affairs of the Corporate Debtor—and (b) the powers of the existing suspended board of directors of the Corporate Debtor shall remain suspended. The MC and the Monitoring Professional shall stand dissolved on and from the Transfer Date, upon certification of completion of implementation of the Resolution Plan.
14.11 Implementation Schedule (Clause 10.7 of the Resolution Plan): The Resolution Plan provides for the following indicative implementation schedule, with the Effective Date being defined as the date when the NCLT Approval Order is received by the SRA or uploaded on the website of the NCLT (whichever is earlier), and the Transfer Date being not later than 30 (thirty) days from the Effective Date (unless extended in accordance with the terms of the Resolution Plan):
| Activity | Indicative Timeline |
|---|---|
| Occurrence of CoC Approval Date | X |
| Occurrence of Effective Date / Formation of Monitoring Committee / Appointment of Monitoring Professional |
Y |
| Deposit of the Total Resolution Amount in the Distribution Accounts | Z (Y+30 days) |
| Occurrence of Transfer Date / Capital Restructuring / Board Reconstitution | Z |
| Payment of outstanding CIRP Costs and Interim Management Costs | Z |
| Payment to Operational Creditors in accordance with Chapter VI | Z |
| Payment to Financial Creditors in accordance with Chapter VI | Z |
| Issuance of OCRPS to the Secured Financial Creditors and transfer thereof to the SRA | Z |
| Dissolution of the Monitoring Committee | Z |
14.12 Feasibility, Viability and Business Plan (Chapter V of the Resolution Plan): The SRA shall run the business of the Corporate Debtor as a going concern and shall take all appropriate steps for the revival and continued operation of the Corporate Debtor. In terms, of Regulation 38(3) of the CIRP Regulations and Section 30(4) of the Code, the SRA has provided a detailed business plan addressing the causes of default of the Corporate Debtor and projecting a viable business proposal for the continued operation of the hotel business of the Corporate Debtor. The SRA has, inter alia, drawn upon its (and its group’s) hospitality industry experience, including operation of Aloft, Le Meridien, The Rooms, Holiday Inn and an upscale hotel pipeline in Mumbai, and its established relationships with leading hotel operators (including IHG, Marriott, Hilton and Taj), to demonstrate its capability to implement the Resolution Plan and sustain the Corporate Debtor as a viable going concern.
14.13 Extinguishment of Claims (Clauses 6.3.9, 6.4.4 and 6.5 of the Resolution Plan): The Resolution Plan provides that, on and from the Transfer Date, any and all Claims (whether admitted or not, contingent or crystallised, claimed or not claimed) on the Corporate Debtor or its assets, in relation to any period prior to the Transfer Date, shall stand permanently extinguished, in accordance with the provisions of the Code and consistent with the law settled by the Hon’ble Supreme Court of India in Committee of Creditors of Essar Steel India Limited v. Satish Kumar Gupta & Ors., (2020) 8 SCC 531, and Ghanashyam Mishra and Sons Pvt. Ltd. v. Edelweiss Asset Reconstruction Company Ltd. & Ors., (2021) 9 SCC 657. No proceeding shall be continued or instituted against the Corporate Debtor or its assets on the basis of such Claims, including any proceeding for assessment of such Claims.
14.14 Performance Bank Guarantee (Clause 2.1 of the Resolution Plan read with the RFRP): In accordance with the terms of the RFRP, the SRA has furnished the Performance Bank Guarantee issued by ICICI Bank, for the amount of INR 86,40,00,000/- (Indian Rupees Eighty- Six Crore Forty Lakh only) (being 30% of the SFC Payment Amount) in favour of ARGIL (the designated lender on behalf of the CoC).
15. A brief synopsis of the Resolution Plan, as prepared by the Resolution Professional, is reproduced hereunder:
17. Before proceeding further, it is incumbent to analyse whether the Resolution Plan submitted by Oriental Structural Engineers Private Limited satisfies the mandatory requirements of the Code.
18. To address the aforementioned issue, it is relevant to refer to Section 30 of the Code, 2016 and the same is reproduced hereunder:
“30. Submission of resolution plan
(1) A resolution applicant may submit a resolution plan [along with an affidavit stating that he is eligible under section 29A] to the resolution professional prepared on the basis of the information memorandum.
(2) The resolution professional shall examine each resolution plan received by him to confirm that each resolution plan–
(a) provides for the payment of insolvency resolution process costs in a manner specified by the Board in priority to the [payment] of other debts of the corporate debtor;
(b) provides for the payment of debts of operational creditors in such manner as may be specified by the Board which shall not be less than–
(i) the amount to be paid to such creditors in the event of a liquidation of the corporate debtor under section 53; or
(ii) 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 subsection (1) of section 53,
(iii) 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.
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
Explanation 1. –For the removal of doubts, it is hereby clarified that a distribution in accordance with the provisions of this clause shall be fair and equitable to such creditors.
Explanation 2.– For the purposes of this clause, it is hereby declared that on and from the date of commencement of the Insolvency and Bankruptcy Code (Amendment) Act, 2019, the provisions of this clause shall also apply to the corporate insolvency resolution process of a corporate debtor—
(i) where a resolution plan has not been approved or rejected by the Adjudicating Authority;
(ii) where an appeal has been preferred under section 61 or section 62 or such an appeal is not time barred under any provision of law for the time being in force; or
(iii) where a legal proceeding has been initiated in any court against the decision of the Adjudicating Authority in respect of a resolution plan;]
(c) provides for the management of the affairs of the Corporate debtor after approval of the resolution plan;
(d) the implementation and supervision of the resolution plan;
(e) does not contravene any of the provisions of the law for the time being in force;
(f) conforms to such other requirements as may be specified by the Board.
[Explanation.– For the purposes of clause (e), if any approval of shareholders is required under the Companies Act, 2013 or any other law for the time being in force for the implementation of actions under the resolution plan, such approval shall be deemed to have been given and it shall not be a contravention of that Act or law] ;
(3) The resolution professional shall present to the committee of creditors for its approval such resolution plans which confirm the conditions referred to in sub-section (2).
(4) The committee of creditors may approve a resolution plan by a vote of not less than 6[sixty-six] per cent. of voting share of the financial creditors, after considering its feasibility and viability, 7 [the manner of distribution proposed, which may take into account the order of priority amongst creditors as laid down in sub-section (1) of section 53, including the priority and value of the security interest of a secured creditor] and such other requirements as may be specified by the Board:
Provided that the committee of creditors shall not approve a resolution plan, submitted before the commencement of the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2017 (Ord. 7 of 2017), where the resolution applicant is ineligible under section 29A and may require the resolution professional to invite a fresh resolution plan where no other resolution plan is available with it:
Provided further that where the resolution applicant referred to in the first proviso is ineligible under clause (c) of section 29A, the resolution applicant shall be allowed by the committee of creditors such period, not exceeding thirty days, to make payment of overdue amounts in accordance with the proviso to clause (c) of section 29A:
Provided also that nothing in the second proviso shall be construed as extension of period for the purposes of the proviso to sub-section (3) of section 12, and the corporate insolvency resolution process shall be completed within the period specified in that sub-section.]
Provided also that the eligibility criteria in section 29A as amended by the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2018 shall apply to the resolution applicant who has not submitted resolution plan as on the date of commencement of the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2018.
(5) The resolution applicant may attend the meeting of the committee of creditors in which the resolution plan of the applicant is considered:
Provided that the resolution applicant shall not have a right to vote at the meeting of the committee of creditors unless such resolution applicant is also a financial creditor.
(6) The resolution professional shall submit the resolution plan as approved by the committee of creditors to the Adjudicating Authority.”
19. Apropos a Resolution Plan, the scope of jurisdiction of the Adjudicating Authority concerning approval or rejection of the Resolution Plan under Section 31 of IBC is no more Res-Integra. The Hon’ble Apex Court in its Judgment dated 12.02.2024 in the case of Greater Noida Industrial Development Authority v. Prabhjit Singh Soni and Anr, (2024) ibclaw. in 53 SC, has observed as under:
“28. Once the plan is approved by the COC, the RP has to submit it for approval of the Adjudicating Authority. As per sub-section (1) of Section 31 of the IBC, if the Adjudicating Authority is satisfied that the resolution plan as approved by the COC under subsection (4) of Section 30 meets the requirements of sub-section (2) of Section 30, it has to approve the resolution plan. On its approval, the plan becomes binding on the CD and 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, such as authorities to whom statutory dues are owed, guarantors and other stakeholders involved in the resolution plan. But where the Adjudicating Authority is satisfied that the resolution plan does not conform to the requirements referred to in subsection (1), it may, in exercise of power under sub-section (2) of Section 31, by an order, reject the resolution plan.”
20. In the instant matter the approval of the resolution plan has been sought under Section 31(1) of the Code which reads as follows:
“If the Adjudicating Authority is satisfied that the resolution plan as approved by the committee of creditors under sub-section (4) of section 30 meets the requirements as referred to in sub-section (2) of section 30, it shall by order approve the resolution plan which shall be binding on the corporate debtor and 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 such as authorities to whom statutory dues are owed, guarantors and other stakeholders involved in the resolution plan.
Provided that the Adjudicating Authority shall, before passing an order for approval of resolution plan under this sub-section, satisfy that the resolution plan has provisions for its effective implementation.”
21. The conditions provided in Section 31(1) of the Code for approval of the resolution plan are as follows:
(a) The Resolution Plan is approved by the CoC under Section 30(4) of the Code;
(b) The Resolution Plan so approved meets the requirements as referred to in Section 30(2) of the Code;
(c) The Resolution Plan has provisions for its effective implementation. The satisfaction of the conditions is discussed below.
22. It is submitted that the resolution plan has been approved by a vote of 100% of the voting share of the financial creditors and therefore, the conditions provided for by Section 30(4) of the Code are satisfied. The RP has also certified that Oriental Structural Engineers Private Limited, the successful resolution applicant pursuant to Section 30(1) of the Code confirming its eligibility under Section 29A of the Code to submit the resolution plan. The RP has provided necessary details with respect to compliance of these provisions in Form H.
23. Further, a perusal of Regulation 38 would clearly show that by virtue of the mandatory contents of the resolution plan as discussed in the preceding paragraphs in relation to Section 30 and Section 31 of the Code, the requirement of Regulation 38 also stands fulfilled. Thus, the resolution plan fulfils all the requirements of Regulation 38 of the CIRP Regulations.
24. Having examined the Resolution Plan, Form H, the Affidavit regarding the eligibility of the Successful Resolution Applicant under Section 29A of the Code, voting result of the COC and the compliance chart place don record, this Adjudicating Authority is satisfied that the Resolution Plan as approved by the CoC with 100% voting share, complies with the requirements of Section 30(2) of the Code and Regulations 37 and 38 of the CIRP Regulations. The plan provides for payment of CIRP costs in priority, payment of Operational Creditors in the manner contemplated under the Code and Regulations, management and control of the Corporate Debtor after approval, implementation schedule, source of funds and measures for effective implementation, the CoC in its commercial wisdom has approved the Plan, it does not warrant interference by the Adjudicating Authority except to the limited extent of ensuring statutory compliance.
25. On the implementation Date, the following actions shall be deemed to have taken place simultaneously and without any further action, deed by any Person:
a. The Capital Infusion in the manner stated in the resolution plan shall be undertaken.
b. All powers of management, control and operation of the suspended board of Directors shall be withdrawn, revoked, terminated and rescinded.
c. The CIRP Costs shall be paid in priority to payments to other Cnelit9ss contemplated in this Resolution Plan.
d. The dues of Operational Creditors shall be paid in priority accordance with this Resolution Plan.
e. The Resolution Applicant shall be handed over all immovable/ movable, tangible/intangible assets which are owned, use, or controlled by the Corporate Debtor on as it is where it is basis, on the implementation date.
f. All authorizations/powers of attorney provided by the Corporate Debtor shall cease to have any effect.
g. All the Key Managerial Personnel of the Corporate Debtor including the CEO, COO and CFO etc. shall deem to have resigned.
h. The successful Resolution Applicant shall be at liberty to assess the requirement of staffs, workmen and employees and to take appropriate decisions regarding their retention, deployment, relieving or modification of service terms strictly in accordance with the Resolution plan and applicable law. Nothing in this order shall be construed as dispensing with compliance of any statutory requirement, wherever applicable.
i. The bank account of the Corporates Debtor in existence on the Completion date shall only be operated by the persons authorized by the Resolution Applicant; however, RA may open bank account for managing the affairs of the Corporate Debtor on implementation date.
j. The approval of the Resolution Plan shall not be construed as waiver of any statutory obligations/liabilities of the Corporate Debtor under various statutes and shall be dealt by the appropriate Authorities in accordance with law. Any waiver sought in the Resolution Plan, shall be subject to relevant law and approval by the Authorities concerned in light of the Judgment of the Hon’ble Supreme Court in Ghanshyam Mishra and Sons Private Limited v/s. Edelweiss Asset Reconstruction Company Limited, Civil Appeal No. 8129 of 2019.
26. In view of the above discussion, the Resolution Plan submitted by Oriental Structural Engineers Private Limited, as approved by the CoC under Section 30(4) of the Code is hereby approved. The Resolution Plan so approved shall be binding on the Corporate Debtor and its employees, members, and 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 such as authorities to whom statutory dues are owed, guarantors and other stakeholders involved in the Resolution Plan.
27. Under the provisions of Section 31(3) of the Code, we also direct as under:
a. The moratorium order passed by the Adjudicating Authority under Section 14 of the Code on 15.10.2025 shall cease to have effect; and
b. The RP shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the Board to be recorded on its database.
c. The RP shall file an appropriate application informing the Adjudicating Authority about the due implementation of the Resolution Plan within the stipulated time period.
28. In view of the foregoing, IA (IBC) (Plan) No. 06/JPR/2026 is allowed in the abovesaid terms. The reliefs and concessions sought under the plan are allowed and approved in terms of law in light of the Judgment of the Hon’ ble Supreme Court in Ghanshyam Mishra and Sons Private Limited v/s. Edelweiss Asset Reconstruction Company Limited, Civil Appeal No. 8129 of 2019.
