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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 ..... nsactions shall not be treated as undervalued transactions. The renegotiations are welcomed, and this Tribunal could not have demanded anything more than an amicable settlement of the dispute within the parties themselves out of these proceedings. However, this Tribunal is not inclined to give any exemptions or unilateral termination of legally binding contracts creating rights of third parties and existing before the initiation of the CIRP. Further, the Veritas does not have any right as sub-concessionaire or sub-lessee to get a copy of the resolution plan so the copy of the resolution plan cannot be given to the Veritas as sought in its application. This Bench is of the view that the Resolution Applicant has all the rights to either continue or terminate the existing agreements of the Company but only as per due process under applicable laws and this bench would not grant any exemption from liability under any Law. This Adjudicating Authority cannot sit in a judicial enquiry into the commercial wisdom of the CoC in dissenting to the resolution plan of the unsuccessful resolution applicant, i.e. APSEZ and that too with a whopping percentage of 99.38%. Instead, when the Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 18. 4. The Information Memorandum was issued on 29.08.2018, and the Expression of Interest was called on 06.09.2018. The last date for submission of EoI was 21.09.2018. 14 EoI s were received from prospective resolution applicants. As per the process document,the last date for submission of binding Resolution Plan was October 26, 2018, which was later modified and amended to November 02, 2018, November 19, 2018, November 21, 2018, and November 22, 2018, by issuing various addenda to the process document dated October 12, 2018. 5. The Jawaharlal Nehru Port Trust ( JNPT ), Adani Ports Special Economic Zone Limited ( APSEZ ) and Veritas (India) Limited along with UV Asset Reconstruction Company Limited ( Veritas Consortium ) submitted their Resolution Plan for the Corporate Debtor till November 22, 2018. 6. The 180 days of CIRP was extended for further 90 days under section 12 of I B Code vide order of this Tribunal dated 12.09.2018. Further, 12 days period, from the date of admission till the date of communication of the order to IRP, was excluded vide order dated 26.10.2018. 7. The Hon ble NCLAT vide its order dated 20.12.2018excluded a period of 35 day ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arashtra Maritime Board (MMB) 15.38 Crore ₹ 11.38 Crore Within 30 days of verification by JNPT Capex Funds G Equity Infusion for Improving Operations - ₹ 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 ₹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 or directed by any Relevant Judicial Authority to be admitted as a debt owed to Form F creditor, then 10% of such admitted debt would be paid. The break-up of the same is set out below: Sl. No. Vendors (who filed Form F) Claim filed and under verification (in Rs.) 1. Veritas (India) Limited ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l 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 the Corporate Debtor by appointing professional and experienced ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0.02 crores Payment of 10% of the admitted claims (within 30 days from Effective date) ( c ) Provides for the management of the affairs of the Corporate debtor? The plan proposes to replace and reconstitute the existing Board of Directors and appointment of professionally qualified persons on the board of the Corporate Debtor as per the government norms. (d) Provides for the implementation and supervision of the resolution plan? The plan proposes for the appointment of Monitoring Committee comprising of the representative 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 13. IL FS FSL 0.95 Assented 14. Central Bank of India 0.75 Assented 15. UCO Bank 0.63 Abstained 16. Oriental Bank of Commerce 0.48 Assented 17. Corporation Bank 0.38 Assented 18. Bank of Maharashtra 0.37 Assented Total 99.37 23. The RP vide its certificate, as required under regulation 39(4) of the Insolvency and Bankrup ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ect 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. Vide a novation agreement dated 07.12.2006, the exclusive rights under concession agreement granted to BIPL were assigned in favour of corporate Debtor. 30. On 17.12.2015, the Corporate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 October 2017 Sub-Lease Deeds make it amply clear that the understanding ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... re the Hon ble Delhi High Court 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 ha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Debtor. In the circumstances, it is difficult to fathom why the RP is seeking avoidance of only the Sub-Lease Deeds in favour of the 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-concession ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The Hon ble Supreme Court reiterated the stand above in Vishal Kalsariya v. Bank of India, (2016) 2 SCC 762, in which it was once again dealing with the validity of leases created before the mortgage in favour of the borrower s secured creditors. In the said case, lenders 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 wi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that the said VIL shall at all times during the term peaceably and quietly hold, possess and enjoy the Desired area hereby agreed under the instant sublease with their appurtenances for their own use and benefit without any eviction, interruption, Claim and or demand of whatsoever nature from the DPL and or person/ entity claiming from under or interest under the said DPL 57. The Veritas contends that from the clauses set out 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 Agreemen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the COC by the requisite percentage of voting share. Further, it states that on receipt of an application under section 31 of the Code, the Adjudicating Authority is to limit itself to examine if the plan approved by the COC meets the requirements of section 30(4) of the Code. Under section 31 (1) of the Code, if the Adjudicating Authority is satisfied that the resolution plan approved by the COC meets the requirements prescribed under Section 30(4) of the Code, the Adjudicating Authority shall approve the plan. Further, the scope of enquiry of the Adjudicating 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cant has noted that the rent charged from Veritas is substantially lower than the rent charged by the Company from some other sublessees. Hence, the re-negotiated terms shall include a grant of leasehold rights over an area assessed by the Company considering other operational and infrastructure requirement of the company (except waterfront) to Veritas at commercially/market rate lease rent arrived at transparently. In case the said negotiation fails, the resolution applicant proposes to terminate all Veritas agreements as an integral part of the resolution plan and the Veritas shall be treated as Form F creditor/Operational 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the law applicable for termination of any such contract. The resolution applicant is directed to file an affidavit before this tribunal submitting its acceptance or rejection of the said modification in the resolution plan. 70. At the cost of repetition, we clarify that any resolution applicant shall overtake the Corporate Debtor with all its assets and liabilities. This Bench is of the view that the Resolution Applicant has all the rights to either continue or terminate the existing agreements of the Company but only as per due process under applicable laws and this bench would not grant any exemption from liability under any Law. MA 761/2019 71. The MA 761/2019 has been filed by Adani Ports and Special Economic 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 ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as 14.01.2019. 77. That on 06.01.2019 Swiss Challenge Round 1 Bidding date kept postponingwithout explanation. 78. That on 05.01.2019 14.01.2019 Maharashtra Maritime Board ( MMB) letterdated 05.01.2019 stated that a successful Resolution Applicant would be bound by all laws applicable tomajor ports. 79. Maharashtra Maritime Board (MMB) letter it. 14.01.2019 stated that a Resolution Applicant would not be able to take away the rights of the sub-concessionaire and they will continue to subsist even after the Resolution Applicant takes over the Corporate Debtor. 80. That on 19.01.2019 Addendum No. 8 to the Process Document inexplicably withdrew the Swiss Challenge process, and APSEZrequested to file an improved Resolution Plan on or before 23.01.2019. 81. That on 14.01.2019 24.01.2019 CoC meetings were held and APSEZ s Resolution Plan was discussed. However, APSEZwas not given notice nor opportunity to attend the CoC 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 eval ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... above this, as and when required, the resolution applicants were in constant contact with the Evaluation Advisors and the COCby telephone or email, as the case may be, in order to address the questions/queries that may have arisen after the 10th COC meeting. ( iii) At, the 15th COC meeting, the Resolution Professional suggested to the COC that they may seek clarification on certain clauses in the Applicant s Resolution Plan concerning the fund infusion mentioned in the Applicant s Resolution Plan. At the COC s instance, the Evaluation Advisor called the Applicant s representatives while the CoC was ongoing and sought clarification in this regard and based on clarification the Applicant s Resolution Plan was ranked H1, as per the scoring and evaluation mechanism. The makes the above abundantly clear that the Applicant was given sufficient opportunities to answer the queries and concerns raised by the COC. ( iv) The allegation of the Applicant that they ought to have been given notice of all COC meetings where their resolution plan was discussed is misconceived and erroneous. In this regard, it is submitted that Section 30(5) of the Code ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... reements entered into by the Corporate Debtor is a precondition to the JNPT Resolution Plan and if yes, then the same may not conform with the Process Document. ( ii) In reply to the above the JNPT representative informed the COC that re-negotiation of the sub-leases and sub-concessionaire agreements will form part of the reliefs, which JNPT will seek from this Tribunal at the time of hearing of the application filed under section 31 of the Code for approval of resolution plan and hence the same does not render the JNPT Resolution Plan as conditional. It may also be added that various other reliefs were sought by the Resolution Applicant, but many requests were rejected, and the same is discussed in the later part of the order. ( iii) Even if such reliefs are not granted by this Tribunal to JNPT, the JNPT Resolution Plan, as approved by the COC will go through, and the said existing sub-lease and sub-concessionaire agreements would be as per the mutually agreed terms and condition between the parties, i.e. the successful Resolution Applicant and the sub concessioner/ sub lesseedealt with as per the directions of this Tribunal. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cludes a similar clause among others which may be inferred as conditional if the APSEZ s interpretation were to be adopted. ( vii) Given those above, it is clear that the JNPT Resolution Plan is not a conditional plan as alleged by the Respondent and therefore is not in any deviation of the Process Document. C. The Swiss Challenge Process, which the CoC had initially adopted as a method to negotiate with the top 3 resolution applicants was unilaterally withdrawn by Respondent No. 1 and without notice: ( i) Withdrawal of the Swiss Challenge Process was a decision taken by the COC after several rounds of discussions and deliberation held during the 9th, 10th, 11th and 12th COC meetings. ( ii) At the 9th COC, it emerged that the COC was keen to adopt the Swiss Challenge Process as a method of negotiation with the top 3 resolution applicants. The Resolution Professional, however, informed the CoC that in view that the NCLAT Proceedings for the exclusion of time have not been decided and considering the Swiss Challenge Process may be time-consuming, the same may not be possibl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ( i) The APSEZ has relied on the proviso to regulation 39 (3) of the CIRP Regulations and alleged that the APSEZ had not been given reasons for the rejection of the APSEZ s Resolution Plan as provided therein. It is submitted that Regulation 39 (3) was introduced into the CIRP Regulations by way of an amendment dated July 3, 2018. The amending notification being No. IBBI/2018-19/GN/REG031 clearly states that: ( 1)These regulations may be called the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2018. (2) They shall come into force on the date of their publication in the Official Gazette and shall apply to corporate insolvency resolution processes commencing on or after the said date. ( ii) The notification was published on July 3, 2018, and therefore the applicability of Regulation 39 (3) of the CIRP Regulations is limited to the corporate insolvency resolution processes that have commenced after July 3, 2018. The CIRP of the Corporate Debtor was initiated under an order of this Tribunal Dt. Mar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ective decision of CoC nullity per se. Concededly, if the objection to the resolution plan is on account of infraction of ground(s) specified in Sections 30(2) and 61(3), that must be specifically and expressly raised at the relevant time. For, the approval of the resolution plan by the CoC can be challenged on those grounds. However, if the opposition to the proposed resolution plan is purely a commercial or business decision, the same, being non-justiciable, is not open to challenge before the Adjudicating Authority (NCLT) or for that matter the Appellate Authority (NCLAT). If so, non-recording of any reason for taking such commercial decision will be of no avail. In the recent case, admittedly, the dissenting financial creditors have rejected the resolution plan in the exercise of business/commercial decision and not because of non-compliance of the grounds specified in Section 30(2) or Section 61(3), as such. Resultantly, the amended regulation pressed into service will be of no avail. In the present case, however, we are concerned with the provisions of I B Code dealing with the resolution process. The dispensation provided in the I B Code ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Resolution Professional addressed an email dated February 19, 2019, intimating the above to the APSEZ . The email dated February 19, 2019, and the copy of the order dated December 20, 2018, is annexed to the Affidavit in Reply on behalf of Respondents, which are Exhibit N M respectively in the captioned Miscellaneous application. F. Other allegations ( i) The APSEZ has also alleged that the APSEZ lost out on an opportunity to conduct face to face negotiations with the COC. It is submitted that the Process Document or subsequent amendments did not contain any clause which contemplated face to face negotiations with the members of the COC. ( ii) The Applicant has further alleged that the process followed by the Resolution Professional was contrary to the procedure prescribed in law. ( iii) The code was enacted in order to create a comprehensive framework for insolvency and bankruptcy proceedings. The object and purpose of the Code are to ensure an effective legal framework for time-bound resolution, to maximise the value of assets, promote entrepreneurshi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... year, JNPT has won many accolades, awards and recognition for its work. for instance Best Container Terminal Port Award and Indian Maritime personality of the year at the Gateway awards (2018) * Container handling Port of the year and Port Personality of the Year as a maritime and Logistics Award (the year 2018). * Best Port of the Year (containerised) at India Maritime Award ( year2018,2016). * India maritime Award for best Port of the Year ( year2017). * Best Container Terminal Port Award at the Gateway Awards 2017 (year 2017,2016) * Mala- maritime Logistics Award The Container Terminal The operator of the year 2017. * Leading Container Port Award at Maritime Nation Award 2017. * Samudra Manthan Award as a caring organisation of the year 2017. * Port Operator Award by Lloyd s List South Asia, Middle East * moreover, Africa Awards. * Samudra Marathon Award- Public Port of the Year 2016. * mala maritime Logistics Award The container terminal Operator of the yea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t 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 to submit Performance Guarantee if selected. This being so, the reason stated appears only to be an afterthought, engineered and must be rejected. In any event, there was and is no question of the RP / COC contending that the JNPT resolution plan is considered by the Adjudicating Authority for approval, without a Performance Guarantee. The same wou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... thod 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 adjudicating authority (NCLT) to oversee the justness of the approach of the dissenting financial creditors in rejecting the proposed resolution plan or to engage in judicial review thereof. Conc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mited 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 taxes, levies, fees, transfer charges, transfer premiums, and surcharges that arise from or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , 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 sta ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 03. The Resolution Applicant, on taking control of the Corporate Debtor, shall ensure compliance under all applicable 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, whicheve ..... X X X X Extracts X X X X X X X X Extracts X X X X
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