Resolution Plan Approved: Compliant with IBC Section 30(2) and Regulations 37, 38, 38(1A), 39(4), No Violation of Sec 29A

Kedar Parshuram Mulye Vs Navdurga Advisory Private Limited (NCLT Mumbai)

Conclusion: Resolution Plan meet the requirements of Section 30(2) of the Code and Regulations 37, 38, 38 (1A) and 39 (4) of the Regulations. The Resolution Plan was not in contravention of any of the provisions of Section 29A of the Code and was in accordance with law. The same need to be approved.

Held: Present application was moved by Resolution Professional Mr. Kedar Parshuram Mulye (hereinafter called as “the Applicant”) under section 30 (6) of the Insolvency and Bankruptcy Code, 2016 (“IBC/code”) r/w Regulation 39(4) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 for seeking approval of the resolution plan of Mr. Bhagchand Bhawarlal Maheshwari (hereafter called as the “Successful Resolution Applicant/SRA”) under the provisions of Section 31(1) of the code, for Navdurga Advisory Private Limited (hereinafter called as the “Corporate Debtor”) and for passing order/appropriate direction that this Tribunal might deem fit in the present matter. It was held that Resolution Plan provided for the payment of CIRP Cost as specified u/s 30(2)(a) of the Code; repayment of Debts of Operational Creditors as specified u/s 30(2)(b) of the Code; for management of the affairs of the Corporate Debtor, after the approval of Resolution Plan, as specified U/s 30(2)(c); the implementation and supervision of Resolution Plan by the RP and the CoC as specified u/s 30(2)(d) of the Code. The law thus settled, the instant Resolution Plan meet the requirements of Section 30(2) of the Code and Regulations 37, 38, 38 (1A) and 39 (4) of the Regulations. The Resolution Plan was not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law. The same needs to be approved.

FULL TEXT OF THE NCLT JUDGMENT/ORDER

1. The present application is moved by Resolution Professional Mr. Kedar Parshuram Mulye (hereinafter called as “the Applicant”) under section 30 (6) of the Insolvency and Bankruptcy Code, 2016 (“IBC/code”) r/w Regulation 39(4) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 for seeking approval of the resolution plan of Mr. Bhagchand Bhawarlal Maheshwari (hereafter called as the “Successful Resolution Applicant/SRA”) under the provisions of Section 31(1) of the code, for Navdurga Advisory Private Limited (hereinafter called as the “Corporate Debtor”) and for passing order/appropriate direction that this Tribunal may deem fit in the present matter.

2. The CIRP was initiated against the Corporate debtor vide Order dated 28.03.2023. Mr. Dilipkumar Natvarlal Jagad bearing Registration No. IBBI/IPA-001 /IP-P00233/201 7-2018/10462 was appointed as the Interim Resolution Professional (hereinafter referred to as the IRP).

3. The IRP, as mandated under Regulation 6 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (“CIRP Regulations”) published public announcement in FORM-A dated 29^th March, 2023 in Indian Express, Nagpur (English Edition) and Loksatta, Nagpur (Marathi Edition) on 3 1^st March, 2023 as the principle business of the Corporate Debtor was situated at Nagpur, calling upon the creditors of the Corporate Debtor to submit their proof of claim by 12^th April, 2023.

4. Pursuant thereto, IRP received only 2 claims and basis the verification of claims, the IRP admitted the both the claims submitted by the Financial Creditors i.e., M/s. Idea Commercials for an amount of Rs. 71,14,915/- and R. P. Lath & Sons for an amount of Rs. 65,22,006/- and constituted the CoC with the said Financial Creditors being the members of the CoC having 52.17% and 47.83% voting rights respectively.

5. The Applicant conducted the 1^st meeting of the CoC on 20^th April, 2023 wherein inter alia the resolution for appointing Mr. Kedar Parshuram Mulye i.e. the Applicant as the Resolution Professional (“RP”) of the Corporate Debtor as per Section 22(2) of the Code was passed by the CoC with 100% voting majority. Thereafter, the an Application for replacement of the IRP was filed before this Tribunal which was approved vide order dated 10^th May 2023.

6. The Applicant conducted the 2^nd CoC meeting on 19^th June, 2023 wherein inter alia following Resolutions were passed by the CoC with 100% voting majority:

i. ratifying the appointment of two registered valuers i.e. (i) Mr. Dinesh Kumar Deora and (ii) Mr. Suman Kumar Verma under Regulation 27 of the CIRP Regulations;

ii. approving the draft Information Memorandum, Eligibility Criteria of Prospective Resolution Applicant’s and Bid Evaluation Matrix which was prepared by the Applicant pursuant to Regulation 36, 36A and 36B of the CIRP Regulations;

iii. authorizing the Applicant to publish FORM-G for inviting Expression of Interest from the prospective resolution applicants;

iv. authorizing the Applicant to issue the Request for Resolution Plan (“RFRP”) to the eligible resolution applicants.

The appointed registered valuers i.e. (i) Mr. Dinesh Kumar Deora and (ii) Mr. Suman Kumar Verma conducted the valuation of the Corporate Debtor for determining the Fair Value and the Liquidation Value and submitted their valuation reports dated 1 7^th June, 2023 and 1 8^th June, 2023 respectively to the Applicant. Pursuant to the resolution passed by the CoC in the 2^nd CoC meeting, the Applicant published the FORM-G dated 21^st June, 2023 for Inviting Expression of Interest in Nagpur Post (English Edition) and Mahasagar Nagpur (Marathi Edition).

8. Pursuant to the publication of FORM-G, the Applicant received initial EOI followed by detailed EOI and the Earnest Money Deposit from only one Prospective Resolution Applicant i.e. Mr. Bhagchand Bhawarlal Maheshwari. Subsequently, the Applicant received Resolution Plan dated 13^th August, 2023 from Mr. Bhagchand Bhawarlal Maheshwari for the revival of Corporate Debtor as going concern.

9. The Applicant conducted the 3^rd CoC meeting on 21^st August, 2023 wherein inter alia the Applicant informed the CoC that only one Resolution Plan was received from Mr. Bhagchand Bhawarlal Maheshwari and the same was opened in front of the CoC and the Prospective Resolution Applicant. Further, the Applicant mentioned that he would provide the summary of the Resolution Plan and requested to place the said Resolution Plan for evaluation and further

10. The Applicant conducted the 4^th CoC meeting on 29^th August, 2023 wherein inter alia the said Resolution Plan was discussed and deliberated in detail. Pursuant to the deliberations, the CoC suggested to place the said Resolution Plan without any modifications and amendments for voting. The voting was held on the same day in the 4^th CoC meeting through postal ballot. The CoC resolved and approved the said Resolution Plan by 100% voting majority. The Applicant declared the voting results of the approval of the said Resolution Plan on 30^th August, 2023. The copy of the 4^th CoC meeting conducted on 29^th August, 2023 and is placed as Exhibit I1 and Exhibit-I2 is the copy of the signed ballot paper approving the resolutions for approval of the said Resolution Plan.

11. Subsequent to the approval of the said Resolution Plan by the CoC, the Applicant issued the Letter of Intent dated 31st August, 2023 to the Successful Resolution Applicant i.e. Mr. Bhagchand Bhawarlal Maheshwari which was duly acknowledged by the Successful Resolution Applicant.

12. The value of the said Resolution Plan is Rs. 1,75,00,000/- (Rupees One Crore Seventy-Five Lakhs only) which includes the cash payments towards the CIRP cost, payment to IBBI and payment to the Financial Creditors and the summary of payment is enumerated below.