TMI Blog2021 (4) TMI 1128X X X X Extracts X X X X X X X X Extracts X X X X ..... erved that the role of the NCLT is no more and no less . The Hon ble Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is limited to scrutiny of the Resolution Plan as approved by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements. The Resolution Plan as approved by the CoC under Section 30(4) of the Code meets the requirements of Section 30(2) of the Code and Regulations 37 and 38 of the Regulations. The Resolution Plan is 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 as provided under Section 31 of the Code - application allowed. - IA No. 07/MB/2021 in C.P. (IB) No. 3448/MB/2018 - - - Dated:- 16-4-2021 - Janab Mohammed Ajmal, Hon ble Member (Judicial) Shri V. Nallasenapathy, Hon ble Member (Technical) For the Applicant : Pradeep Sancheti, Sr.Advocate a/w Pallavi Bali, Manan Sanghai and Advait Sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mission of Resolution Plan was extended by 30 days from the date of amended RFRP and the remaining PRA submitted the revised Resolution Plan on 14.08.2020. 7. Further the Applicant filed an Application IA No. 1034 of 2020 for exclusion of 52 days due to the delay in receiving exclusion order and 42 days for delay in receiving the order for appointment of Applicant as RP, in addition to Covid-19 lockdown period. The same was allowed by this Tribunal vide its order dated 18.12.2020 by extending period of CIRP by 105 days to end on 02.04.2021. 8. After due verification of the eligibility of the PRA in terms of Section 29 (A) of the Code, the CoC in its 16th meeting held on 20.11.2020 considered the revised and final Resolution Plan of Mr. Ashok Atre and approved the Plan with 100% voting share. 9. Salient features of the Resolution Plan: a. SUCCESSFUL RESOLUTION APPLICANT (SRA): The SRA is the Promoter of the Corporate Debtor i.e., Transparent Energy Systems Private limited (TESPL). The SRA founded TESPL in 1986. He holds more than three decades of experience in the field of Boilers and Thermal systems related equipment s design and manufacturing. The Company is reg ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 7 Financial Creditor 5823.87 1327.84 132.78 Lakhs in 0 6 Months 132.78 Lakhs in 6 12 Months 132.78 Lakhs in 12-18months 66.39 Lakhs in 18-24 Months 199.18 Lakhs in 24-30months 663.92 Lakhs in 30-36months 8 Working Capital 165.54 82.77 Lakhs in 0-6 months 43.04 Lakhs in 6-12 months 24.83 Lakhs 12-18 months 14.90 Lakhs 18-24 months Total 9,850.11 2,273.52 c. Note 1: The total amount to be paid to employees is Rs.. 349.59 Lakhs including Gratuity amount of Rs.. 84.42 Lakhs. The gratuity amount would be a part of Rs. 155.04 to be paid to the employees within 0-6 months MEANS OF FUNDS: The Resolution Plan amount of Rs.. 2273.52 Lakhs is sourced in the following manner: Means of Finance Amount (Rs. In Lakhs) Schedule of Fund infusion from the date of approval of Resolution Plan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nds, funding through Debts and sale of factory in Shirwal, Maharashtra. d. REDUCTION OF SHARE CAPITAL: The estimate of valuation of assets and enterprise of Corporate Debtor as assessed by SRA does not cover the full claim of FC i.e. SBI, and there is therefore, no amount available for Equity and Preference Share Capital holders of Corporate Debtor. Also, the holders of issued share capital (equity shareholders and preference shareholders) of Corporate Debtor have no amount available to them in the event of its liquidation. In view of the above circumstances, the SRA proposes to reduce the issued Equity and Preference Share capital of the Corporate Debtor to Zero, i.e., NIL value. It is therefore, proposed that there will be complete extinguishment of 51,91,400 issued fully paid up Equity Shares and fully paid up 17,66,505 Preference Shares of Corporate Debtor, which will have the effect of making the issued share capital of Corporate Debtor to Zero, i.e., NIL value. The SRA will infuse fresh share capital into Corporate Debtor to the tune of ₹ 10 lakhs from his own resources by subscribing to 1 lakhs fully paid up equity shares of Rs..10 each and the shareholding of SR ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... C. The Management of the affairs of the Corporate Debtor after approval of the Resolution Plan would be with the Resolution Applicant [Section 30(2)(c)]. D. The Plan also provides for implementation and supervision of the Resolution Plan as stated above [Section 30(2)(d)]. E. The Resolution Applicant has given a declaration that the Resolution Plan does not contravene any provisions of the law for the time being in force [Section 30(2)(e)]. 11. The Resolution Plan is in compliance of the Regulation 38 of the Regulations in terms of Section 30(2)(f) of the Code as under: a) Payment to Operational Creditor will be made in priority over Financial Creditor (Regulation 38(1)(a) of the Regulations). b) Since the plan has been approved by 100% voting share of the CoC, provision of dissenting financial creditor does not arise. This is in compliance of Regulation 38(1)(b) of the Regulations. c) Declaration by the Resolution Applicant that the Resolution Plan has considered the interest of all the stakeholders of the Corporate Debtor, keeping in view the objectives of the Code (Regulation 38(1A) of the Regulations). d) Declaration by the Resolution Applicant that nei ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan as approved by CoC meets the requirements specified in Section 30(2). The Hon ble Court observed that the role of the NCLT is no more and no less . The Hon ble Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is limited to scrutiny of the Resolution Plan as approved by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements. 16. In CoC of Essar Steel (supra) the Hon ble Apex Court clearly laid down that the Adjudicating Authority would not have power to modify the Resolution Plan which the CoC in their commercial wisdom have approved. In para 42 Hon ble Court observed as under: Thus, it is clear that the limited judicial review available, which can in no circumstance trespass upon a business decision of the m ..... X X X X Extracts X X X X X X X X Extracts X X X X
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