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TMI Blog2019 (5) TMI 1838X X X X Extracts X X X X X X X X Extracts X X X X ..... /2019) Adv. Rohit Sharma, for Gannon Dunkerly ORDER Per V.P. Singh, Member (Judicial) 1. The Miscellaneous Application (MA) No. 529 of 2019is filed under section 31 of Insolvency and Bankruptcy Code, 2016 (I&BCode) in the C.P.No. 1382 of 2017 which was admitted u/s 9 of I&B Code vide order of this Tribunal dated 06.04.2018 initiating Corporate Insolvency Resolution Process (CIRP) against the Dighi Port Limited, the Corporate Debtor. 2. The MA 529/2019is filed by the Resolution Professional (RP) of the Corporate Debtor appointed vide order dated 06.08.2018. The Applicant has filed this Application under Section 31 of the I&B Code, seeking orders for approval of the resolution plan for the Corporate Debtor as approved by the members of Committee of Creditors (CoC). 3. After the initiation of the CIRP, the Interim Resolution Professional published Public Announcement on 09.04.2018 calling upon the creditors of the Corporate Debtor to lodge their claims in the requisite form by 20.04.2018. Based on the claims admitted up to 20.04.2018, the IRPconstituted the CoCon 25.04.2018. The composition of the CoC was later revised on 16.05.2018. 4. The Information Memorandum was issued ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er payments B Employee & Workmen 0.02 Crore 10% of Admitted Amount or Liquidation value, whichever is higher Within 30 days from the effective date C Operational Creditors (Other than Employees and Workmen) 26.36 Crore (Excl. MMB claim) 10% of Admitted Amount Within 30 days from Effective Date (in priority to FCs) D Form F Creditors (Other than Operational or Financial) NIL NIL NA E Financial Creditors (FC's) 3074.51 Crore Rs. 651.12 Crore Less A, B, C and D Within 30 days from the Effective Date Payment under the concession agreement F Maharashtra Maritime Board (MMB) 15.38 Crore Rs. 11.38 Crore Within 30 days of verification by JNPT Capex Funds G Equity Infusion for Improving Operations - Rs. 190.78 Crore Within six months from Effective Date 10. The Plan states that as on 20.11.2018, the total amount claimed by Form F Creditors (Who are neither Operational Creditor nor Financial Creditors) is Rs.7,11,15,012/- all of which is still under verification and thus their claim is neither admitted by the Resolution Professional nor provided in the Resolution Plan. However, it is provided in the plan that in the event any additional debt is admitted o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 15. It is stated in the Resolution Plan that the Resolution Applicant shall constitute the monitoring committee comprising of the Resolution Professional, the representative of the Resolution Applicant, representative of the Financial Creditors and such other persons as may be nominated by the Adjudicating Authority. The term of the monitoring committee is provided from the date of approval of the Plan until the date of payment to the financial and operational creditors. 16. The resolution professional and resolution applicant is directed to appoint Mr O.P. Gahrotra, IAS(Retd.) (M. 9867504890) as the person nominated by this Tribunal to the monitoring committee as proposed under the approved resolution plan. 17. The Plan provides that the Resolution Applicant together with its nominees shall hold 100% shareholding in the restructured share capital of Corporate Debtor. On and from the capital restructuring date, the resolution applicant shall be in control and management of affairs of Corporate Debtor and the business of the Corporate Debtor shall be carried on by the new management as appointed by the Resolution Applicant. 18. The JNPT will reconstitute the entire Board of th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ntative of Resolution Applicant, representative of Financial Creditors, Resolution Professional and such other persons as may be nominated by the Adjudicating Authority. (e) Contravenes any of the provisions of the law for the time being in force? The Resolution Plan does not contravene with any of the provisions of the law for the time being in force. 22. The Resolution Plan was put to the vote on 01.02.2019- 02.02.2019pursuant to the decision in 15thCoCmeeting and rejection of the resolution plan of Adani Ports & SEZ on 30.01.2019-31.01.2019. As per section 30(4), this resolution plan of JNPT was approved by 99.38% of the CoC as per details below: Sr. No. Name of Creditor Voting Share (%) Voting for Resolution Plan 1. Bank of India 16.31 Assented 2. Indian Overseas Bank 12.24 Assented 3. Punjab National Bank 10.45 Assented 4. Canara Bank 08.95 Assented 5. United Bank 08.73 Assented 6. IL&FS MICL 07.80 Assented 7. IIFCL 06.90 Assented 8. Indian Bank 06.05 Assented 9. Dena Bank 05.86 Assented 10. Vijaya Bank 05.75 Assented 11. HUDCO 04.44 Assented 12. LIC 02.97 Assented 13. IL&FS FSL 0.95 Assented 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oncessionaires of the Corporate Debtor. The relief sought in the present application are to allow the Veritas to receive a copy of the resolution plan and intervene in the proceedings for approval of the resolution plan of JNPTand to reject the resolution plan of JNPT or alternatively to direct modifications in the resolution plan to ensure that the rights, title and interest of the Veritas on the insolvency commencement date in relation to the 'Mega Project' and as sub-lessees and subconcessionaires is maintained. 28. The Veritas aggrieved by the actions of the Resolution Professional of Dighi Port Limitedinsofar as he has refused to share with the Veritas copy of the resolution plan or the relevant excerpts thereof submitted by JNPTand approved by the CoCof the Corporate Debtor. 29. The brief facts leading to the present MA are that the Corporate Debtor is a special purpose public company incorporated by Balaji Infra Projects Limited (BIPL), vide Concession Agreement dated 17.03.2002, BIPL was granted certain exclusive rights, by Maharashtra Maritime Board (MMB), over a multipurpose, common-user port at Dighi on a Build, Own, Operate, Share and Transfer basis for 50 years. Vi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed its rights under the Sub-concession Agreement and the Supplementary Sub-concession Agreement-I to VPPL. On 11.04.2017, taking into account the fact that the Veritas' project at the Dighi Port would be generating substantial revenue for the exchequer, the Industries, Energy and Labour Department of Maharashtra granted the status of "Mega Project" to the Veritas' project. 35. On 23.10.2017, the Corporate Debtor executed three sub-lease deeds, two with VIL one with VILPL (October 2017 Sub-Lease Deeds). Each of the October 2017 Sub-Lease Deeds contained clauses that provisions of the MoUs between the Corporate Debtor and the Veritas and/ or its addendums, contracts, subcontracts, sub-leases, sub-concessions and agreements shall continue to be valid upon termination of the Concession Agreement and the Contractors, Sub-Contractors, Sub- Lessees and Sub-Concessionaires will be in the same position as regards their rights, duties and obligations, as they were before such termination. 36. The said October 2017 Sub-Lease Deeds further stipulated that they would stand extended in the event the term of the Concession Agreement was extended/ renewed. It is submitted that terms of the Oct ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ourt was whether the rehabilitation scheme approved by the BIFR would have an overriding effect to take away the rights of the DDA to recover unearned increase. Holding that the DDA was entitled to charge unearned increase before effecting the change in its records, the Delhi High Court observed as under: "We fail to appreciate as to how by a deed of amalgamation the terms of the perpetual lease deed can be said to have been altered. Since the DDA was not a party to the scheme its rights cannot be affected, and the order passed by the BIFR does not bind the DDA (emphasis supplied)." 42. It is submitted that having entered into contractual and property transactions with the Veritas, it is not permissible for the Corporate Debtor to renege from its obligations by the mere incorporation of such clauses in the Resolution Plan. More particularly given Indian Shaving Products (supra), the approval of the Resolution Plan cannot have the effect of extinguishing or curtailing the rights of the Veritas herein, who are third parties as far as the CIRP of the Corporate Debtor is concerned. 43. The Veritas has further submitted that the Code specifies all the instances in which a transact ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Veritas. 47. The Veritas has thirdly contended that they have incurred considerable expenses under the various agreements executed between them and the Corporate Debtor, and they cannot be modified at this juncture. It is submitted that the proposed setting up of the integrated complex including the PVC Plant has also been given the status of "Mega Project" by the Government of Maharashtra, and it would generate employment for approximately 5000 persons and import close to 2.85 million metric tonnes of cargo annually which would result in significant revenue gain for the Public Exchequer. 48. Therefore, it is submitted that having acted upon the representations made by the Corporate Debtor and having expended substantial monies towards the envisaged project, the rights and interests of the Veritas cannot be obliterated at this juncture under the pretext of insolvency resolution of the Corporate Debtor. 49. The Veritas has further contended that they have a legal right to property as Sub-concessionaires and Sub-lessees and any provision in the resolution plan that seeks to extinguish/ alter the Veritas' rights as Sub-lessees or Sub-Concessionaire is contrary to the applicable ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the borrower had sought to evict the tenants of the borrower when they were protected by the relevant Rent Control Acts. The lender banks relied upon the non-obstante clause of the SARFAESI Act, 2002 to contend that the tenants of the borrower could not avail of any protection under the Rent Control laws. Relying upon the HarshadGovardhan judgment (supra), the Hon'ble Supreme Court opined that: "A tenant cannot be arbitrarily evicted by using the provisions of the SARFAESI Act as that would amount to stultifying the statutory rights of protection given to the tenant. A non-obstante clause (Section 35 of the SARFAESI Act) cannot be used to bulldoze the statutory rights vested in the tenants under the Rent Control Act." 53. The Veritas submits that the aforesaid cases establish that upon the execution of the Sub-Concession Agreement, Sub-Lease Deeds and MoUs with the Veritas, the Corporate Debtor has parted with the subject rights and interests, and the same have come to vest in the Veritas on the term of the aforesaid agreements, and all that remains with the Corporate Debtor are the reversionary rights. In the circumstances, the Resolution Plan cannot seek to modify, curtai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hereinabove, it is clear that the transaction between the Corporate Debtor and the Veritas envisaged that the Veritas would continue to enjoy the rights and interests arising out of the MoUs, sub-leases and sub-concessions without any hindrance. 58. It is further submitted that the rights and interest of VILPL as a Subconcessionaire have been duly permitted and sanctioned by the MMB vide the letters dated 20.02.2016 and 03.10.2017 addressed by MMB to the Corporate Debtor. The Concession Agreement dated 12.03.2002 (as amended during the 45th Board Meeting of MMB held on January 12, 2006) states that the rights of VILPL as a Sub-concessionaire will continue to be valid even after the termination of the Concession Agreement of the Corporate Debtor itself. The relevant clause is set out hereunder: "Notwithstanding anything contained herein the provisions of all existing contracts, sub-contracts, sub-leases, sub-concessions, agreements shall continue to be valid upon the termination of this Agreement and the contractors, sub-contractors, sub-lessees and sub-concessionaires will be in the same position as regards their rights, duties and obligations as they were before such Termina ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... icating Authority and the grounds on which an approval granted to a resolution plan by the COC may be interfered with, have been set out in section 31(1) read with section 30(2) of the Code. It is submitted that once a resolution plan is approved, it is binding on all the stakeholders including the Applicant and the prayers as sought for by the Applicant in the captioned application cannot be granted as per the ratio laid down by the Hon'ble Supreme Court of India. In view thereof, the reliefs claimed by the Veritas herein are complete dehors the provisions of the Code. 63. It is further submitted by the Resolution Professional that the concurrent auditor in its report for the period Jan'18 to March'18 had identified that the lease rentals as contemplated under the Sub-Lease Deeds entered into by the Veritas with the Corporate Debtor was substantially lower as compared to the lease rentals of other similarly situated land. Based on the observations made by the concurrent auditor and on the terms of the Sub-Lease Deeds, the Sub-Lease Deeds are apprehended to be an under-valued transaction, thereby causing a loss to the Corporate Debtor. The Resolution Professional has filed an app ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... onal Creditor of the Company and shall be paid accordingly at par with other operational creditors. 67. We are of the considered view that the resolution applicant in its resolution plan, cannot seek to terminate agreements that have created legal rights in third parties without adhering to the due process of law by which those agreements could have been terminated in case there was no CIRP in place. Such termination of legally binding agreements would violate the law under which such contracts are governed and thus in violation of section 30(2)(e). The termination in the present situation is based on the allegations of the terms of the Contract being onerous and against the interest of the Company. There is an application filed by Resolution Professional under section 45 of the I&B Code for setting aside of the transaction above between the Corporate Debtor and the Veritas being undervalued which is pending final adjudication before this Tribunal. Therefore, the validity of the said transactions is yet to be decided by this Tribunal, and until then these transactions shall not be treated as undervalued transactions. We are happy to see that the resolution applicant has in good f ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... c Zone Ltd. (APSEZ) among other things challenging the CIRP undertaken by the Resolution Professional and the CoC of the Corporate Debtor under the I&B Code. As the same has been conducted with manifest arbitrariness, irregularities and contrary to and in breach of the I&BCode, the CIRP Regulations and the process note itself, which has led to the wrongful and illegal exclusion of the APSEZ and resulted in the approval of Resolution Plan submitted by the JNPT. Following points have been emphasised by the Ld. Senior Counsel, ShriJanakDwarkadas:- 72. That on 12.10.2018, the Resolution Professional prepared and issued the Process Document underSection 25(2) (h) of the I&B Code. The last date for submission of Resolution Plan was extended to 22.11.2018. "1.7.12 A Resolution Plan submitted by Resolution Applicant (s) shall be unconditional. It is hereby clarified that any conditionality of the Resolution Plan shall lead to the rendering of that particular Resolution Plan as nonTHE responsive, and accordingly, the CoC shall have the right to reject such Resolution Plan." "19.1 Within 5 (five) business days of the date of approval of the Successful Plan by the CoC, the Successful ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... meetings. This is said to be in breach of Section 30 of the I&BCode. 82. That on 28.01.2019 CoC meeting was held. APSEZ's Resolution Plan was discussed and evaluated as "H1". However, APSEZwas not given notice nor opportunity to attend the CoC meetings. 83. That on 01.02.2019 APSEZ's resolution plan was voted upon and rejected by CoC. JNPT's Resolution plan was voted and approved. It is submitted that the reasons for rejection have not been furnished till date. Therefore, it is in breach of Reg.39 (3), CIRP Regulations. It is also submitted that JNPT's Plan was conditional and therefore nonresponsive and in breach of Process Document. 84. That on 04.02.2019, Section 31 Application filed by RP seeking approval of JNPT's Plan. It is submitted that the said Applicant was incompetent asJNPT had not submitted the Performance Guarantee of Rs.100 Crore, as required under the Process Document and amended Reg. 36B (4A), CIRP Regulations. It is further contended that JNPT's Plan was conditional. It is further submitted that JNPT has not furnished the Performance Guarantee to date. 85. The Resolution Professional has submitted its reply in the MA 761/2019 objecting to the reliefs sou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the Code which provides that the resolution applicant may attend the meeting of the COC in which the resolution plan the of the applicant is considered, is only a directory provision and not mandatory. The Applicant has been given adequate notice of the COC meetings whenever their presence was deemed necessary by the COC, and the Applicant has attended the COC meetings accordingly along with other resolution applicants. Over and above the applicant has attendedCOC meetings, and where the COC wanted to deliberate on the Resolution Plans internally, no notice of such COC meetings could be given to the Applicant or the other resolution applicants, as their presence at such COC meetings was not required. The proceedings that took place in the COC are confidential, and the resolution applicants have no right, statutory or otherwise to remain present at such meetings. Equity demands that the resolution applicant be allowed to clarify the queries and questions raised by the COC about its resolution plan and it is the Applicant's admitted position that the Applicant has been allowed to do so. (v) Further, the resolution professional is not obliged to invite all the resolution applicants ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssionaires and sub-lessees in the event their sub-concession or sub-lease agreements are terminated by JNPT subject to the approval of this Tribunal. (v) Since the APSEZalleges that the re-negotiation of the sub-lease and sub-concessionaire agreements as contemplated under the JNPT Resolution Plan renders it conditional, it may be noted that clause 3.8.3 of the APSEZ'sResolution Plan also contemplated an extinguishment of all present and future contractual liabilities arising out of the sub-concession and sub-lease agreements entered into by the Corporate Debtor. The said clause affects equivalent to the termination of the sub-lease and subconcessionaire agreements. Therefore, if the APSEZ's argument that the JNPT Resolution Plan is conditional is accepted, then the same argument would also go against the APSEZ's Resolution Plan which also has the same conditionality. As regards the APSEZ's Resolution Plan, it does not provide for any consideration to be paid to the sub-concessionaires or sub-lessees for termination of their sub-lease or sub-concession as the case may be. It implicitly seeks to dispense with all liabilities arising from the said sub-lease or sub-concession agree ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... strict timelines of the CIRP of the Corporate Debtor, the same may not be possible. Further, at this stage also there was no clarity regarding the NCLAT Proceedings. The COC, therefore, decided to decide on the negotiation process when the NCLAT Proceedings have been decided. (iv) At the 11th COC meeting, since the NCLAT Proceedings remained undecided the COC decided that the Swiss Challenge Process that was initially adopted, be kept in abeyance. (v) Consequently, at the 12th COC meeting, the COC passed a resolution approved by 75.84% of the COC, to withdraw the Swiss Challenge Process. (vi) Despite the withdrawal of the Swiss Challenge Process by the COC, the resolution applicants were given two opportunities each to improve their resolution plan, i.e. at the 11th COC meeting and the 14th COC meeting. The same was done by the Resolution Professional to maximise the value of the Corporate Debtor. The APSEZwas the only resolution applicant who submitted an improved offer on January 23, 2019, and the same was duly placed before the COC for its consideration. Further, none of the resolution applicants submitted an improved offer within the timeline as decided at the CoCmeet ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re the end of the CIRP Period. The APSEZ's Resolution Plan was rejected by the CoC on January 31, 2019, which was just four days before completion of the extended CIRP Period. (iv) Further, it is submitted that even if the said regulation were to apply to the present case, the non-recording of reasons for rejection of a resolution plan does not vitiate the approval granted to the resolution plan by a majority of the COC. The Hon'ble Supreme Court of India in K Sashidhar v. Indian Overseas Bank (supra) has held that: "In the first place, an amendment to regulation cannot have retrospective effect to impact the decision of the CoC of the concerned corporate debtor - taken before the amendment of the said regulation. There is no indication in the Code as amended or the regulations to suggest that as a consequence of this amendment the decisions already taken by the concerned CoC prior to 3rd July 2018 be treated as deemed to have been vitiated or for that matter, necessitating reversion of the proposal to CoC for recording reasons, that too beyond the statutory period of 270 days. A new life cannot be infused in the resolution plan which did not fructify within the statutory per ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... E. The revised offer submitted by the Applicant was not put before the COC: (i) As stated above, the Hon'ble NCLAT by its order dated December 20, 2018, the last date for completion of the CIRP of the Corporate Debtor was extended till February 4, 2019. The JNPT Resolution Plan was approved by the COC on February 2, 2019, viz., before the last date of the CIRP Period. Further, Miscellaneous Application No. 529 of 2019 was filed by the Resolution Professional before this Hon'ble Tribunal on February 05, 2019 seeking the approval of this Hon'ble Tribunal concerning the JNPT Resolution Plan. The APSEZ submitted its revised offer to the resolution professional only on February 15, 2019, which is after the completion of the CIRP Period. (v) The revised offer submitted by the APSEZcould not have been put before the COC for two primary reasons viz., first, the revised offer was received by the Resolution Professional after the completion of the CIRP Period and secondly the COC had already approved the JNPT Resolution Plan and a Miscellaneous Application No. 529 of 2019 under section 31 of the Code for approval of the same had been filed before this Tribunal on February 5, 2019. Give ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ments, breaking all records and creating new benchmarks. It handled 66.0 million tons of total cargo during the financial years 2017-2018. The operating income for Fy 2017-2018 amounts to INR, 1,890.88 Crores compared to INR 1,700.97 Crores during FY 2016-17. JNPT has firmly anchored itself as the major catalyst for the trade and commerce in the country and is strongly committed to providing seamless services to the world that docks here. 87. The container traffic handled by JNPT accounts for 53.28% of the total container handling of 8.45 million TEUs by all Major Ports in the country in FY 2017. 88. It is also important to mention that the Resolution Applicant JNPT is the only major, a port in India to have achieved all the four certifications : (a) ISO 9001:2008 Standards for Quality Management System (b) ISO 27001:2013 Standards for Information SecurityManagement System (c) ISO 14001: 2004 for Environmental Management System (d) OHSAS 18001:2007 for Occupational Health & Safety ManagementSystem. 89. It also over the year, JNPT has won many accolades, awards and recognition for its work. for instance " Best Container Terminal Port Award" and "Indian Maritime per ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Guarantee was an essential provision of the Process Document and had to be scrupulously complied with. The COC considered stipulation for submission of the Performance Guarantee as mandatory, as evident from the use of the terms "shall provide" in Clause 1.9.1 of the Process Document. It is submitted that words used in the Process Document cannot be ignored or treated as redundant or superfluous - they must be given meaning and necessary significance. 94. A government undertaking involved in everyday trade and commerce and participating in CIRP (such as JNPT) cannot claim a privileged or a favoured position to justify its breach of essential conditions of the Process Document and Regulation 36(B) (4A) of CIRP Regulations. 95. Without prejudice to the Applicants foregoing submissions, it is submitted that the record including the letter dated 4th March 2019 (brought on record by JNPT for the first time by tendering in NCLT on 3rd May 2019) does not bear the reason (i.e. not obtaining the approvals "due to elections") stated during oral arguments. Pertinently, the election schedule was notified only in March 2019. From the inception of the CIRP, JNPT was aware of the requirement ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vereign Guarantee", which is at a very higher footing than bank guarantee and there is no reason to question the solvency of Government of India undertaking. vi. The process/ the method to be adopted for evaluation of plan matrix/ the method of maximisation of value of the asset of the Corporate Debtor is entirely at the discretion of the CoC who is the member of the Financial Creditors of the Corporate Debtor. Therefore, the continuation/discontinuation of the Swiss challenge method is at the sole discretion of the CoC and the Adjudicating Authority cannot question the wisdom of the same given the judgment of the Hon'ble Supreme Court in the matter of K. Sashidhar (supra). 97. With regard to the objections filed by the unsuccessful resolution applicant, APSEZ, it is pertinent to note the observations of the Hon'ble Supreme Court in K. Sashidhars Indian Overseas Bank &Ors., (CIVIL APPEAL NO.10673 OF 2018 judgment dated 05.02.2019)regarding the mandate of the Adjudicating Authority under section 31 when has already approved or rejected a resolution plan. The observations of the Apex Court are reproduced below: "44. ... there is no provision in the I&B Code which empowers the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he CoC has approved the resolution plan of the JNPT with a majority of 99.38%, then enquiry into the "approved" resolution plan is only possible on limited grounds referred to in Section 30(2) read with Section 31(1) of the I&B Code. 99. In light of the above observations, MA 761/2019 filed by APSEZ is rejected. 100. The Resolution Applicant has sought certain reliefs and concession in its resolution plan in the following terms: a. Waiver from the levy of stamp duty and fees by the stamp authorities and Ministry of Corporate Affairs, applicable about this Resolution Plan and issuance of new Equity Shares to the Resolution applicant (or its nominees). Further, direction to the relevant collector/ department of stamps and the Ministry of Corporate Affairs for waiver from the levy of stamp duty or filing fees applicable in relation to this Resolution Plan and its implementation including an increase of authorised capital of the company or issuance of new Equity Shares to the Resolution Applicant or its nominees or transfer of any land from third parties required for the operations of the Company. b. DPL and the Resolution Applicant shall be granted an exemption from all taxe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion Act, 1952, Contract Labour ( Regulation and Abolition) Act, 1970, Foreign Exchange &Management Act, 2010 shall be deemed to be waived by the concerned Government Authorities. Immunity shall be deemed to have been granted to DPL from all proceedings and penalties under all applicable Laws for any non-compliance for the period before the Effective Date, and no interest/penal implications shall arise due to such noncompliance/ default/ breach before the Effective Date. h. Waiver/extinguishment of any tax (including but not limited to income tax and MAT) and duty (including interest, fine, penalty, etc.) and legal liability pertaining for the period before the Effective date such as any kind of existing and future litigation/ assessment/ scrutiny /contingency. i. From the Effective Date, all inquiries, investigations and proceedings, whether civil or criminal, suits, claims, disputes, proceedings in connection with DPL or affairs of DPL (including those initiated by Governmental Authorities), pending or threatened, present or future in relation to any period prior to the Effective Date, or arising on account of implementation of this Resolution Plan shall stand withdrawn and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... plicable law for the time being in force. 104. We shall clarify here that any resolution applicant shall overtake the Corporate Debtor with all its assets and liabilities. If any relief concerning any identified liability of the Corporate Debtor is required, then that needs to be mentioned and sought for in the Resolution Plan. This bench cannot allow any general power to any resolution applicant absolving him of liability of the corporate debtor company without knowing about the liability against which such exemption is sought. In other words, reliefs/exemptions from only existing liabilities which are specifically identified can be sought and allowed in the Resolution Plan. 105. On perusal of the Resolution Plan, we find that the resolution plan has necessary provisions for its effective implementation. 106. The resolution applicant shall obtain the necessary approval required under any law for the time being in force within one year from the date of this order or within such period as provided for in such law, whichever is later. 107. Given the above observations, we as a result of this approve the resolution plan with modifications, if any as mentioned above, which shal ..... X X X X Extracts X X X X X X X X Extracts X X X X
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