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TMI Blog2024 (4) TMI 335X X X X Extracts X X X X X X X X Extracts X X X X ..... icant in IA No. 2887-2888 of 2023 and 1163-1164 Mr. Vikas Mehta and Mr. Mayan Prasad, Ms. Anshula Grover, Advocates for JAMEWA JUDGMENT ASHOK BHUSHAN , J . These two Appeals have been filed against the order dated 13.01.2023 passed by the Adjudicating Authority (National Company Law Tribunal), Court-1, Mumbai Bench in I.A. No.3398 of 2022 (Implementation Application) and I.A. No.3508 of 2022 (Exclusion Application). The Adjudicating Authority by the impugned order has allowed both the applications. Aggrieved by which order these Appeals have been filed by the Appellants - State Bank of India, JC Flowers Asset Reconstruction Private Limited and Punjab National Bank, Lenders in the Monitoring Committee (hereinafter referred to as 'MC Lenders') challenging the order dated 13.01.2023. The Appellant's raises various issues pertaining to implementation of Resolution Plan of Jet Airways Limited, the first aviation company which has been resolved in this country under the Insolvency and Bankruptcy Code, 2016. The brief facts regarding approval of Resolution Plan of Jet Airways Limited and subsequent events and facts giving rise to this appeal need to be first noted for deciding these ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rporate Debtor was authorized to perform commercial air operations in India. After receipt of AOC on 20.05.2022, the SRA sent an email to the Resolution Professional informing that the SRA has fulfilled all condition precedents as required under the Resolution Plan. On 21.05.2022, the SRA filed upto date Status Report with the Adjudicating Authority intimating the Adjudicating Authority about fulfilment of condition precedent as per the approved Resolution Plan and 20.05.2022 being the Effective Date. Copy of the Status Report was also shared with the MC Lenders. On 21.05.2022, an email was sent to MC Lenders confirming the fulfilment of all condition precedents under the Resolution Plan, which paved way for implementation of approved Resolution Plan. The Resolution Professional informed the SRA on 20.05.2022 that the Monitoring Committee is examining documents submitted by the SRA to ascertain that all condition precedents under the approved Resolution Plan has been fulfilled or not. 5. On 27.05.2022 in compliance to Clause 6.4.12 of the plan, the SRA submitted Performance Bank Guarantee for an amount of Rs.87.50 Crore to the MC Lenders completing the deposit of INR 150 crore tow ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... application filed by the SRA contending that effective date is not achieved since condition precedents are not fulfilled by the SRA except the Air Operation Certificate and demerger of employees. 7. The Adjudicating Authority heard the elaborate submissions made by the SRA, MC Lenders and by order dated 13.01.2023 held that the SRA has completed all condition precedents provided in Clause 7.6.1 of the Resolution Plan. Following was held in I.A. No.3398 of 2023: "126. In the background of above facts and for the reasons stated above we hold that in addition to CPs (I) & (V) which are admittedly complied, remaining CPs (II), (III), (IV) are also duly complied. 127. Application bearing IA No. 3398 of 2022 is thus disposed of as Allowed in terms of prayer clause (a) thereof." 8. On I.A. No.3508 of 2023, the Adjudicating Authority granted exclusion of period for 180 days till 16.11.2022 for taking control of the Corporate Debtor. Following was held in Para 128: "128. Upon hearing the submission of the counsel for the Applicant in IA 3508 of 2022 and going through the pleadings and the circumstances involved in the applications in totality, we are of the view that this is a fit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sed by this Tribunal in these Appeals filed Civil Appeal No.3736-3737 of 2023 in the Hon'ble Supreme Court. In the Civil Appeals no interim order was passed by the Hon'ble Supreme Court. 12. In Company Appeal (AT) (Ins) No.129 & 130 of 2023, I.A. No.1975 of 2023 was filed by the Appellants and I.A. No. 2028-2029 of 2023 and I.A. No.2159-2160 was filed by the SRA. All three I.As. came to be heard by this Tribunal and by order dated 26.05.2023 this Tribunal allowed I.A. No.1975 of 2023. In Para 13 of the order, I.A. No.1975 of 2023 was allowed in following manner: "13. The IA No.1975 of 2023 filed by the MC Lenders, seeks permission for appointment of Board of Directors of the Corporate Debtor. The Application as noted above is not opposed by the SRA and it is stated that the appointment of Board of Directors to the Corporate Debtor is the step, which is essential for taking various regulatory actions as part of general corporate compliances under law. We allow the IA No.1975 of 2023 in terms of prayer (a)." 13. I.A. Nos.2028-2029 of 2023 were filed by the SRA praying for exclusion of time from 16.11.2022 till the Company Appeal (AT) (Insolvency) Nos. 129 & 130 of 2023 is decided ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 1 August 2023; (c) Allow the Successful RA to infuse the remaining sum of INR 100 Crores, as share application money in the designated bank account of the Corporate Debtor on or before 30 September 2023; (d) Pass necessary, specific and time bound directions to the MC Lenders, the Corporate Debtor, the concerned registrar of companies, the relevant stock exchanges, Ministry of Corporate Affairs, Government of India and all concerned government/ statutory authorities and departments to complete all statutory compliances and necessary steps including the issuance of new equity shares to the Successful RA as per the Resolution Plan by 15 October 2023; (e) Pass necessary directions that in case new equity shares of the Corporate Debtor are not issued to the Successful RA as per the Resolution Plan against for INR 350 Crores latest by 15 October 2023, direct the MC Lenders and the Corporate Debtor be directed to, jointly or severally, forthwith refund all amounts deposited/ infused/ invested by the Successful RA in the Corporate Debtor until such date without any delay, protest, demur, cavil, deductions, or claims within 24 hours from 15 October 2023; (f) Pass necessary directio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iced that Appeals against order dated 13.01.2023 are pending for consideration before NCLAT. The Hon'ble Supreme Court took the view that as per SBI Affidavit dated 16.08.2023, the Lenders were not to contest the issues pertaining to the grant or exclusion of time in terms of the order s passed by the NCLT on 13.01.2023 and 26.05.2023 as well as on compliance of the conditions precedent, in event the SRA infused an amount of Rs.350 crores. The Hon'ble Supreme Court took the view that order of this Tribunal dated 28.08.2023 permitting adjustment of Performance Bank Guarantee was not as per terms envisaged in Affidavit dated 16.08.223. Hon'ble Supreme Court in Paras 25, 26, 27 and 28 issued following directions: "25. The lenders have argued in the appeals that there has been a failure on the part of the SRA to comply with the conditions precedent. If the SRA were to comply with the terms as envisaged in SBI's affidavit dated 16 August 2023, evidently issues pertaining to compliance with the conditions precedent were not to be pressed thereafter. In order to furnish this SRA a final opportunity to comply and consistent with the above position, we issue the following directions: (i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... earned senior counsel for the Appellant commenced his submission relying on the order of the Hon'ble Supreme Court dated 18.01.2024 passed in Civil Appeal No.6427-6428 of 2023 and submitted that the SRA having not infused amount of Rs.150 Crores which was permitted to be infused by 31.01.2024, the entire Resolution Plan has failed and cannot be implemented. Shri Venkataraman submit that in pursuance of the direction of the Hon'ble Supreme Court dated 18.01.2024, in this appeal issue has arisen as to what is the consequence under the Resolution Plan in view of non-deposit of Rs.150 Crores by the SRA. Lenders should now be allowed to invoke PBG of Rs.150 Crores in view of non-deposit of amount and whether all conditions of the plan have been complied by the SRA consequent thereof. It is submitted that having failed to infuse funds as per order of the Hon'ble Supreme Court dated 18.01.2024, the consequential breach of Section 33(3) of the Code need to follow and this Tribunal under inherent powers may pass appropriate order for liquidation. Shri Venkataraman submits that SRA having failed to infuse the first tranche payment within the time as per the Resolution Plan and as per extensi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... earance of airport dues by the SRA and same has not been cleared till date. Requirement of condition precedent regarding International Traffic Rights clearance has also not been met. The Adjudicating Authority returned finding that said condition cannot be satisfied upfront since National Civil Aviation Policy cannot be complied at this stage and can only be achieved once the SRA recommences its business. It is submitted that the NCLT modified the Resolution Plan by making this condition subsequent condition, which is not permissible. The SRA has to fulfil all condition precedents before commencement of operation. It is submitted that after considering the clause of condition precedents, the CoC has voted in favour of the plan. It is further submitted that the way forward suggested by the SRA during course of submissions are not acceptable. Under the implementation Clause 7.7.1, taking over the Corporate Debtor is the last step after infusion of funds, creation of security in immovable properties of the SRA by payment of costs to the agents in Dubai, which expenses are to be borne all by the SRA. 22. Shri Tushar Mehta, learned Solicitor General advanced additional submissions in s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it was decided in the JLM that SRA will file application before the Adjudicating Authority, when SRA filed applications for implementation of plan and exclusion of time, the applications were opposed tooth and nail by MC Lenders. MC Lenders have not permitted the SRA to implement the plan by adopting obstructionist attitude. It is submitted that the Adjudicating Authority after hearing the parties elaborately has returned the findings that all condition precedents were fulfilled by the SRA and inspite of the order passed by the Adjudicating Authority dated 13.01.2023, the MC Lenders did not relent nor permitted the SRA to implement the plan. Challenging the order dated 13.01.2023 these appeals Company Appeal (AT) (Ins.) No.129 & 130 of 2023 have been filed. Even when this Tribunal by order dated 03.03.2023 declined the interim prayer prayed by the Appellants to stay the order dated 13.01.2023, plan was not permitted to be implemented and order dated 03.03.2023 was contested by the MC Lenders before the Hon'ble Supreme Court. It is submitted that the affidavit dated 16.08.2023 was first welcome stand which came from the Appellants to the effect that on infusion of Rs.350 Crores by t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... itted that the submission of Shri N. Venkataraman that as on date there is no Air Operation Certificate, hence plan cannot be implemented is incorrect. The correctness of the order has to be seen on the date when order was passed and Air Operation Certificate was valid on the date when order was passed and it was the Appellants - MC Lenders who did not permit the SRA to implement the plan and to start commercial operations. The Appellants cannot be permitted to take benefit of their own wrongs and misdeeds. It was only by carrying the commercial business and earning revenue by said operations SRA has to comply with all terms and conditions of the Resolution Plan. The mere fact that Air Operation Certificate granted on 20.05.2022 has come to an end cannot lead to conclusion that SRA has failed to achieve condition precedent on 20.05.2022. It is submitted that with regard to condition regarding Air Operation Certificate and regarding approval of demerger of ground handling business, no objection was raised by the Appellant before the Adjudicating Authority, which was noticed by the Adjudicating Authority in Para 122 of the order. It is submitted that the SRA is fully entitled to make ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... solution Plan and business plan. The contention raised by the Appellants is wholly fallacious and incorrect. In so far as International Traffic Rights Clearance, Mr. Dutta submits that International Traffic Rights Clearance as per National Civil Aviation Policy, 2016 can be granted only after deployment of 20 aircraft or 20% of total capacity whichever is higher for domestic operations for clearance is achieved. On achievement of effective date, International Traffic Rights Clearance is not applicable to be obtained by SRA and same shall be obtained as per applicable laws only after the SRA recommences its business. Learned counsel for the Respondent further submits that the issue regarding Airport Charges is incorrect. In terms of the Resolution Plan, the SRA has to utilise the positive cash balance of the Corporate Debtor for meeting the CIRP Cost which specifically include the airport dues. The SRA is entitled to use funds available on Effective Date for making any payment to meet CIRP costs, hence, the Airport Charges which are part of the CIRP Cost has to be paid according to the Resolution Plan. Shri Dutta further submits that delay in creating security in immoveable properti ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e subsequent development which took place during the pendency of the litigation can at best be relevant for moulding the reliefs. Section 33(3) is not applicable since no application has been made. Right of relief has to be looked into on the date suit is filed. 26. We have heard learned counsel for the parties and perused the record. From the submissions of the Counsel for the parties and material of record, following are the issues which arise for consideration in these Appeals:- (i) Whether on 20.05.2022 the Successful Resolution Applicant has completed all the condition precedents provided in Clause 7.6.1 of the Resolution Plan? (ii) Whether condition precedents as under Clause 7.6.1 of the Resolution Plan were not achieved by the Successful Resolution Applicant as contended by the Appellant? (iii) Whether the order dated 13.01.2023 passed by the Adjudicating Authority is unsustainable and sufficient grounds have been made by the Appellant to set aside the order? (iv) Whether due to lapse of Air Operation Certificate granted by DGCA on 20.05.2022, as on date the Successful Resolution Applicant cannot implement the Resolution Plan? (v) Whether direction of the Hon'ble ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oval Date to the DGCA and MoCA for their review, and approval. The Resolution Applicant agrees to modify its business plan to incorporate all reasonable changes required by the DGCA/MoCA, which otherwise does not make the business unviable for the Resolution Applicant. (c) Slots Allotment Approval- The DGCA and MoCA shall have approved the reinstatement of all the suspended slots (including the bilateral rights and traffic rights) back to Jet Airways/Corporate Debtor. The slots (along with related bilateral rights and traffic rights) can be allotted to the Corporate Debtor gradually as per its Business Plan with immediate slots allotment approval (along with related bilateral rights and traffic rights) for sectors on which Jet 2.0 proposes to recommence operations after the Effective Date. (d) International Traffic Rights Clearance - The Corporate Debtor shall have received the International Traffic Rights Clearance in compliance with Applicable Laws. (e) Demerger-The Scheme filed as part of this Resolution Plan shall have been approved under Applicable Laws and the Demerged Employees shall have demerged from the Corporate Debtor to AGSL along with all their past dues, liabil ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dent under the approved resolution plan and 20th May, 2022 being the effective date. It is useful to notice paragraph 3 to 5 of the status report dated 21st May, 2022 which is as follows: "3. As per Clause 7.6.1. of the Resolution Plan, to operationalise the business of the Corporate Debtor, following conditions precedent were required to be fulfilled ("Conditions Precedent"): i. Validation of Air Operator Certificate ("AOC") of the Corporate Debtor by the Directorate General of Civil Aviation ("DGCA") and the Ministry of Civil Aviation ("MoCA") ii. Submission of the Business Plan to DGCA & MoCA iii. Slots allotment approval iv. International Traffic Rights clearance v. Approval of Demerger of ground handling business into Airjet Ground Services Limited ("AGSL") As on today, all the Conditions Precedent as required under Clause 7.6.1. of the Resolution Plan have been fulfilled. A report of the status of the Conditions Precedent is annexed as Annexure- B. 4. As per the order of this Hon'ble Adjudicating Authority dated 11th April 2022 in I.A. 686 of 2022 in CP (IB) No. 2205/MB/2019, which was upheld by the Hon'ble Appellate Tribunal by order dated 28 April 20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 's Resolution Plan, with no deviation whatsoever; and c. implementation of the Resolution Plan including (i) pay-outs towards CIRP costs, airport and parking charges, various creditors (ii) providing for any shortfall in meeting its financial obligations towards various stakeholders; and (iii) making necessary funds available to the stakeholders (including the Financial Creditors) in such manner as is acceptable to the Financial Creditors. d. indemnifying and making good any and all direct, indirect or consequential claims, losses, damages, costs, expenses or liabilities incurred or likely to be incurred by the Financial Creditors and the former Resolution Professional of the Corporate Debtor (or reimburse such amounts as claimed by them) on account of or as a result of (i) breach of the said proposed Undertaking or any act/ omission/commission in deviation/ breach or violation of the terms contained therein; (ii) waiver/non-fulfilment of any of the Conditions Precedent as stipulated under the Resolution Plan; or (iii) implementation of the Resolution Plan in accordance with terms therein and as modified by the said proposed Undertaking, while also providing for any shortfa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uired), by itself or through its advisors, te1ms of this Undertaking as submitted by the Resolution Applicant and any decision taken by the Assenting Financial Creditors shall be binding. [Proposed Undertaking at Annexure 0 (Colly.) of the Application Vol. III at pg. 411 & 412]" 32. Several monitoring committee meetings as well as joint lenders meetings were held. In the Monitoring Committee Meeting, it was noted that there is divergent view on the status of the conditions precedent completion. Several joint lenders meetings were also held in which issue was deliberated by the lenders, a joint lender meeting was held on 29th September, 2022 in which it was decided that SRA in consultation with the lender counsel would draft and file Interlocutory Application before NCLT seeking necessary direction in relation to conditions precedent compliance and Resolution Plan Implementation subject to undertaking in favour of lenders. The SRA thereafter in pursuance of aforesaid joint lenders meetings shared the draft of application which has to be filed before the Adjudicating Authority with the Appellant, no further input having been given by the Appellants, application was filed being I.A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ese Appeals have questioned the above observations of the Adjudicating Authority relying on the order of this Appellate Tribunal which submission we have already noticed in the order dated 03rd March, 2023. We thus first need to consider the nature of observations made by this Tribunal in order dated 21.10.2022 and the clarification order passed on 20th December, 2022. The Order dated 21.10.2022 was passed by this Tribunal in an appeal which was filed by the Jet Aircraft Maintenance Engineers Welfare Association and Ors. challenging the plan approval order dated 22nd June, 2021. In the Appeal, questions were framed and one of the questions were Question No. IX framed in the Appeal was to the following effect: "IX. Whether the Resolution Plan being contingent and conditional ought not to have been approved in view of the law laid down by the Hon'ble Supreme Court in "Ebix Singapore Pvt. Ltd. Vs. CoC of Educomp Solutions Ltd. & Anr., (2022) 4 SCC 401 "? 35. During the hearing, the argument was raised by the Appellant challenging the plan approval order on the ground that the resolution plan was conditional due to there being conditions precedent which were required to be fulfi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nder which order is as follows: "I.A. No. 4771 of 2022:- This application has been filed by the Committee of Creditors praying for clarification of the observations made in paragraph 109 of the judgment dated 21.10.2022. We had framed the questions which fell for consideration in the group of appeals and paragraph 108 & 109 are the paragraphs in which the question no. 9 was answered. Our observations in paragraph 108 & 109 were only for the purposes of answering the question framed as question no. 9 and the submissions which are advanced before us by the parties. We do not find any reason to accept the prayer made in the application for clarification of judgment, order being clear. With these observations, the application is rejected." 37. When we look into the paragraph 109 of the order dated 21st October, 2022 of this Tribunal as well as order passed on clarification application dated 20th December, 2022, it is clear that what was observed in paragraph 109 was to repel the contention of the Appellant of the said Appeal that Resolution Plan being conditional could not have been approved. In the order, observation was made that Resolution Applicant has also completed all ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The business plan was submitted to above Authorities to fulfil compliance of DGCA's Show Cause Notice (SCN) to CD of April 2019. SCN states that Air Operator Certificate will be issued after MoCA approves the business plan. Thus, with issuance of Air Operator Certificate, it is implied that the business plan has been approved. Even otherwise, guidelines for issuance of Air Operator Certificate being CAP 3100 clearly states that the DGCA will review the detailed business plan of the Applicant before issuance of Air Operator Certificate and with issuance of Air Operator Certificate there is implied approval of MoCA In the background of above we find that this CP is satisfactorily complied with the issuance of AOC." 40. With regard to Slot Allotment Approval, the Adjudicating Authority held that the said condition is also found satisfactorily complied with. In paragraph 124, following was held: "124. As regards to CP No.3 i.e. Slots Allotment Approval: It is noted that plan approval order of this Tribunal dated 22nd June, 2021 stipulates that no historic slots will be granted to Corporate Debtor or SRA Admittedly, there is no challenge to this order thereby accepting the fa ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cedent under the plan shall have to be read as 20th May, 2022." 42. After recording the above findings, in para 126-127, the Adjudicating Authority directed as follows: "126. In the background of above facts and for the reasons stated above we hold that in addition to CPs (I) & (V) which are admittedly complied, remaining CPs (II), (III), (IV) are also duly complied. 127. Application bearing IA No. 3398 of 2022 is thus disposed of as Allowed in terms of prayer clause (a) thereof." 43. The MC Lenders aggrieved by the aforesaid order passed by the Adjudicating Authority has filed these appeals and have questioned the findings of the Adjudicating Authority with regard to fulfilment of the aforesaid conditions. 44. The challenge in these appeals is to the orders dated 13th January, 2023. We thus need to first consider the submission advanced on behalf of the Appellant challenging the findings recorded by the Adjudicating Authority regarding fulfilment of the aforesaid three conditions. Submission and approval of the business plan to DGCA and MoCA 45. As noted above, under clause 7.6.1 (b) condition required to be fulfilled is as follows: "(b) Submission and approval of the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of scheduled air operations wherein appropriate decisions are taken by the respective competent authorities as per the extant rules and regulations. Further, operational plan submitted by the Company for recertification process of Air Operator Certificate (AOC) is under examination in the Directorate General of Civil Aviation (DGCA). 2. Meanwhile, MoCA vide letter with even reference dated 26.11.2021 and 06.05.2022 have already communicated the security clearance in respect of S/Shri Murari Lal Jalan, Akash Garg & Akash Khandelwal and change in shareholding pattern of the Company/Firm for scheduled operator permit, respectively. Yours faithfully (U.K. Bhardwaj) Under Secretary to the Govt. of India ......." 47. Learned Counsel for the SRA has also relied on Air Operational Certification Manual relying on CAP 3100 Chapter II. It is submitted that certificate process comprises of five phases namely principal application, formal application, document evaluation, administration and inspection prior to certification and certification. The above Chapter II of Air Operator Certification Manual has been referred to and relied by SRA in support of his submission. A perusal of Ai ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... been secured till date. It is submitted that SRA does not have a single slot for operation and condition remained unfulfilled. Learned Counsel for the SRA has submitted that at the time of hearing of plan approval application, the Adjudicating Authority has directed the DGCA/MoCA to file their response, DGCA and MoCA objected to reinstatement of all previous slots of Corporate Debtor on the principal of historicity. The Adjudicating Authority after hearing all the parties held that reinstatement of slots is not permissible. The Adjudicating Authority however held that Corporate Debtor could seek slot periodically as per requirements and the authorities concerned may consider such a request favourably. In this context, we may refer to the order of the Adjudicating Authority dated 22nd June, 2021. The Adjudicating Authority in para 24 of the Order dated 22nd June, 2021 held as follows: "24. The facts and circumstances would indicate that presently the slots cannot be restored to the Corporate Debtor on a historic basis. The thumb rule being 'use it or lose it'. Be that as it may, we must remember that running an Airline, much less reviving one, is not a facile business. It ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... not be said to be complied. It is submitted that it was the obligation of SRA to pay Airport Charges which having not been made, the SRA has not complied its obligation under the plan. Mr. Krishnendu Datta refuting the submissions of Learned Sr. Counsel for the Appellant submits that Airport Charges have to be paid as per the Resolution Plan as a CIRP Cost by taking into consideration the positive bank balance and also deduction from share of the dissenting financial creditors. He has referred to relevant clauses of the Resolution Plan in the aforesaid context. 52. Clause 6.4.1(e) on the said treatment of outstanding CIRP Costs provides "the detailed calculation of CIRP Costs as provided to the Resolution Applicant is enclosed as Annexure 2". Annexure 2 to the Resolution Plan Clause 6.4.1(m) of the Resolution Plan also provided the Resolution Applicant will be entitled to use funds available with the Corporate Debtor as on effective date for making any portion of the CIRP Payment. Clause 6.4.1(m) is as follows: "Priority of Payment - CIRP cost shall be fully paid and discharged after the Effective Date before payment is made to any of the Creditors as per the Resolution Plan. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lates to international traffic rights clearance. Clause 7.6.1(d) is as follows: "(d) International Traffic Rights Clearance - The Corporate Debtor shall have received the International Traffic Rights Clearance in compliance with Applicable Laws." 57. Learned Counsel for the Appellant contends that SRA was under obligation to receive the International Traffic Rights Clearance before the expiry of the effective date. The said condition having not been fulfilled, SRA cannot be held to have complied with all the conditions precedent. It is submitted that while submitting the Resolution Plan, the SRA was well aware of the prevailing law and regulation concerning the initiation of international operation, hence, SRA now cannot contend that this condition cannot be fulfilled before the commencement of the operation. The Adjudicating Authority has after considering the submissions of the parties held that the International Traffic Rights Clearance is required to be obtained in compliance with the applicable laws which stipulates that minimum twenty air crafts are required to be deployed before applying for such clearance. In view of this, we find that this condition cannot be satisfied ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... iness plan submitted by SRA, SRA had to commence its operation with only six narrow air crafts and the SRA could obtain the international traffic rights clearance only after deployment of the 20 aircraft or 20% of the capacity as noted above which is possible only after domestic air operations are commenced and amplified. When we look into the clause 7.6.1(d), it is clear that the said requirement was hedged with the condition "in compliance with the applicable laws". National Civil Aviation Policy, 2016 is an applicable law and said international traffic rights clearance can be granted only after fulfilment of the said condition which shall happen only after air operation are commenced and amplified to comply the aforesaid condition. The Adjudicating Authority thus has not committed any error in holding that conditions precedent cannot be satisfied upfront and need to be satisfied in compliance with applicable law i.e. after the SRA has 20 aircrafts in operation, it can only be granted once the air operation is recommenced successfully. We thus are of the view that condition 7.6.1(d) does not come in the way of implementation of the resolution plan and commencement of the air oper ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hat such subsequent event is brought to the notice of the court promptly and in accordance with the rules of procedural law so that the opposite party is not taken by surprise. In Pasupuleti Venkateswarlu v. Motor & General Traders [(1975) 1 SCC 770 : AIR 1975 SC 1409] this Court held that a fact arising after the lis, coming to the notice of the court and having a fundamental impact on the right to relief or the manner of moulding it and brought diligently to the notice of the court cannot be blinked at. The court may in such cases bend the rules of procedure if no specific provision of law or rule of fair play is violated for it would promote substantial justice provided that there is absence of other disentitling factors or just circumstances. The Court speaking through Krishna Iyer, J. affirmed the proposition that the court can, so long as the litigation pends, take note of updated facts to promote substantial justice. However, the Court cautioned: (i) the event should be one as would stultify or render inept the decretal remedy, (ii) rules of procedure may be bent if no specific provision or fair play is violated and there is no other special circumstance repelling resort to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... order dated 18.01.2024 have already been noticed by us in preceding paragraphs. We need to notice the judgment of the Hon'ble Supreme Court dated 18.01.2024 and its effect and consequences in the issues, which have arisen before us in these Appeals. 67. The Civil Appeal Nos.6427-6428 of 2023 have been filed by the Appellant, challenging the order of this Tribunal dated 28.08.2023 passed in IA No.3801-3802 of 2023. We have already noticed above that during the course of hearing of these Appeals - Company Appeal (AT) (Insolvency) Nos. 129 & 130 of 2023 an affidavit was filed by the Appellant dated 16.08.2023 expressing its offer with regard to the conditions mentioned in the affidavit and on fulfillment of which the Appellant undertook to withdraw the Company Appeal (AT) (Insolvency) Nos. 129 & 130 of 2023 as well as Appeal Nos.4131-4134 and 3736-3737 of 2023 filed before the Hon'ble Supreme Court. Paragraph-8 of the affidavit filed by the Appellant dated 16.08.2023 is as follows: "8. In the present appeal, the lenders are agreeable that in case; a) SRA infuses Rs. 350 Crores by 31.08.2023, the date by which said payment is to be made as per the Resolution Plan, read with Order ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... complete all statutory compliances and necessary steps including the issuance of new equity shares to the Successful RA as per the Resolution Plan by 15 October 2023; (e) pass necessary directions that in case new equity shares of the Corporate Debtor are not issued to the Successful RA as per the Resolution Plan against for INR 350 Crores latest by 15 October 2023, direct the MC Lenders and the Corporate Debtor be directed to, jointly or severally, forthwith refund all amounts deposited/ infused/ invested by the Successful RA in the Corporate Debtor until such date without any delay, protest, demur, cavil, deductions, or claims within 24 hours from 15 October 2023; (f) Pass necessary directions to the effect that the amounts deposited by the Successful RA with the Corporate Debtor until 30 September 2023 including the upfront amounts lie in the designated share application account of the Corporate Debtor and is not be disbursed/ utilized or otherwise apportioned by the Corporate Debtor or the MC Lenders for any purposes other than implementation of the Resolution Plan and that to only after allotment of shares of the Corporate Debtor to the Successful RA or refunded to the Suc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oresaid has been noticed by Hon'ble Supreme Court in paragraph-17 of the judgment, which is as follows: "17 Mr N Venkataraman, Additional Solicitor General appearing on behalf of SBI, submitted that : (i) By its affidavit dated 16 August 2023, SBI had clearly stipulated three conditions, among them being that the SRA must infuse Rs 350 crores by 31 August 2023; (ii) The plain meaning of the expression "infuse" is that the SRA was liable to pay three tranches of a total amount of Rs 350 crores and the NCLAT was not justified at the interim stage in permitting an adjustment of the PBG of Rs 150 crores against the obligation to deposit the last tranche; (iii) The SRA had to undertake to comply with the other terms and conditions of the Resolution Plan besides complying with the liabilities relating to the payment to the employees. As regards the payment to the employees, an appeal filed by the SRA before this Court against the order of the NCLAT dated 21 October 2022 was dismissed on 30 January 2023. Yet there is no compliance towards the employees and staff; and (iv) There has been a default on the part of the SRA in complying with the conditions precedent spelt out in cla ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d order of the NCLAT, on the other hand, allowed the plea of the SRA for adjustment and consequential release of the PBG at the interlocutory stage. This prima facie would not be in accordance with the tenor of paragraph 8 of the affidavit which was filed by SBI in which it stated that the lenders would not contest the issues in the pending appeal conditional on compliance with the three conditions which were set out in the affidavit. Infusion of Rs 350 crores, as envisaged in the affidavit, could not have been substituted with a direction for adjustment of the PBG, at that stage. Infusion meant that the third tranche has to be paid in the same manner. Adjustment of the PBG was not permissible." 73. The Hon'ble Supreme Court in the above paragraph has held that adjustment of PBG was not permissible at the interlocutory stage. Further, learned Counsel for the Appellant has relied on paragraphs 25 and 26 of the judgment, where Hon'ble Supreme Court has made following observations: "25 The lenders have argued in the appeals that there has been a failure on the part of the SRA to comply with the conditions precedent. If the SRA were to comply with the terms as envisaged in SBI's aff ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ied by directing the SRA to peremptorily deposit the amount of INR 150 crores by 31.01.2024. Thus, it is clear that direction of the Hon'ble Supreme Court in order dated 18.01.2024 is in reference to affidavit dated 16.08.2023, which was filed by the Appellant in this Appeal and time for deposit of the amount of INR 150 crores was granted by Hon'ble Supreme Court, consequent to setting aside and modifying the direction of this Tribunal by which SRA was permitted to adjust the PBG of INR 150 crores. The opportunity was granted by Hon'ble Supreme Court to deposit the amount by 31.01.2024, since direction of this Tribunal was set aside by which PBG was to be adjusted. 76. From the above, it is clear that direction to deposit INR 150 crores by 31.01.2024 was only in relation to offer submitted by the Appellant by affidavit dated 16.08.2023. The learned Counsel for the Appellant - Shri N. Venkataraman, ASG as well as Shri Tushar Mehta, SG have contended that SRA having failed to deposit INR 150 crores, there is breach committed by SRA to the Resolution Plan and this Tribunal may pass an order for liquidation of the Corporate Debtor under Section 33, sub-section (3) of the IBC. 77. The ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ubmission of the Appellant that on account of non-deposit of INR 150 crores as directed by the Hon'ble Supreme Court, should lead to liquidation of the Corporate Debtor, cannot be accepted. The Hon'ble Supreme Court in its judgment dated 18.01.2024 has clearly held that its order modifying the direction of the Tribunal is confined only to the permission granted to the SRA to adjust INR 150 crores PBG. Thus, modification of the order by the Hon'ble Supreme Court also has to confine to the adjustment of PBG. It was held by the Hon'ble Supreme Court that Appellant have asked for infusion of INR 350 crores and infusion does not include adjustment of PBG. The Hon'ble Supreme Court neither considered nor expressed any opinion on the question of liquidation of the Corporate Debtor, nor the order dated 18.01.2024 can be read to mean that non-compliance of the direction to deposit INR 150 crores by the SRA by 31.01.2024 should lead to liquidation of the Corporate Debtor. The submission of the Appellant that non-deposit of INR 150 crores leads to failure of Resolution Plan, cannot be accepted. As observed above, consequence of non-deposit of INR 150 crores is that these Appeals have to be he ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dated 13.01.2023 passed by Adjudicating Authority in accordance with the said proposition. The dispute, which arose between the parties, i.e., Lenders and SRA was with regard to steps regarding implementation of the Resolution Plan. The Resolution Plan having been approved, the same needs to be implemented. Implementation of Resolution Plan consists of various steps, which have to be completed within timeline as provided in the Resolution Plan. The time which has elapsed subsequent to effective date and the events, which have taken place subsequently are certainly relevant with regard to implementation of the Resolution Plan and cannot be refused to be taken into consideration. We in this reference, need to notice certain judgments of the Hon'ble Supreme Court, which throws considerable guidance for proceeding in the matter. 84. The first judgment, which needs to be noticed is a judgment of the Hon'ble Supreme Court in Pasupuleti Venkateswarlu vs. Motor & General Traders - (1975) 1 SCC 770. One of the question, which arose for consideration in the above case is as to whether High Court could have taken cognizance of the subsequent events, repelling the submission of the Appellant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uring the pendency of the case, has as the High Court twice pointed out, a material bearing on the right to evict, in view of the inhibition written into Section 10(3)(iii) itself. We are not disposed to disturb this approach in law or finding of fact. 5. The law we have set out is of ancient vintage. We will merely refer to Lachmeshwar Prasad Shukul v. Keshwar Lal Chaudhuri [AIR 1941 FC 5 : 1940 FCR 84] which is a leading case on the point. Gwyer, C.J., in the above case, referred to the rule adopted by the Supreme Court of the United States in Patterson v. State of Alabama [294 US 600, 607]: "We have frequently held that in the exercise of our appellate jurisdiction we have power not only to correct error in the judgment under review but to make such disposition of the case as justice requires. And in determining what justice does require, the Court is bound to consider any change, either in fact or in law, which has supervened since the judgment was entered." and said that that view of the Court's powers was reaffirmed once again in the then recent case of Minnesota v. National Tea Co. [309 US 551, 555]. Sulaiman, J., in the same case [Lachmeshwar Prasad Shukla v. K ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f, as claimed originally has, by reason of subsequent events, become inappropriate or cannot be granted; (ii) that taking note of such subsequent event or changed circumstances would shorten litigation and enable complete justice being done to the parties; and (iii) that such subsequent event is brought to the notice of the court promptly and in accordance with the rules of procedural law so that the opposite party is not taken by surprise. In Pasupuleti Venkateswarlu v. Motor & General Traders [(1975) 1 SCC 770 : AIR 1975 SC 1409] this Court held that a fact arising after the lis, coming to the notice of the court and having a fundamental impact on the right to relief or the manner of moulding it and brought diligently to the notice of the court cannot be blinked at. The court may in such cases bend the rules of procedure if no specific provision of law or rule of fair play is violated for it would promote substantial justice provided that there is absence of other disentitling factors or just circumstances. The Court speaking through Krishna Iyer, J. affirmed the proposition that the court can, so long as the litigation pends, take note of updated facts to promote substantial jus ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... been enacted to consolidate and amend the laws relating to reorganisation and insolvency resolution of corporate persons and other entrepreneurs in a time-bound manner so as to ensure maximisation of value of assets of such persons and to balance the interest of all the stakeholders. As regards corporate debtor, the primary focus of the Code is to ensure its revival and continuation by protecting it from its own management and, as far as feasible, to save it from liquidation. As tersely put by this Court in Swiss Ribbons [Swiss Ribbons (P) Ltd. v. Union of India, (2019) 4 SCC 17], the Code is thus a beneficial legislation which puts the corporate debtor back on its feet, not being a mere recovery legislation for creditors. 21.1. When the Corporate Insolvency Resolution Process is understood on the anvil of the aforementioned fundamentals on the spirit and intent of IBC, it is also evident that such a process is not intended to be adversarial to the corporate debtor but is essentially to protect its interests. 21.2. In relation to a financial creditor, the trigger for CIRP is default by the corporate debtor of rupees one lakh or more against the debt(s). When seeking initiatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as given due consideration to the principles of law and the facts in the present case and sequence of the events. The Adjudicating Authority in its Order had noted that amount of Rs. 322 Crore was already parked by the SRA in an Account which was pointed out in the course of hearing on 22nd February, 2022 which amount was directed to be transferred by the Adjudicating Authority not later than 5 days from the date of the Order i.e. five days from 07th April, 2022. Dr. Singhvi during the course of the submission has made statement that entire amount has already been transferred to the Corporate Debtor as directed by the Adjudicating Authority on 07th April, 2022. 22. When we analyze the facts and sequence of the events of the present case, we come to the conclusion that there is no lack of intention on the part of the SRA for implementation of the plan after the Judgment of the NCLAT dated 04.03.2021 including offer to deposit the entire amount in the Escrow Account, the pendency of the Appeal of the Vanguard before the Hon'ble Supreme Court and further making the payment of Rs. 12.49 Crores to the CIRP Cost on 18th June, 2021 and making Payment of Rs. 7 Crores for workmen which i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Plan shall have direct effect on the dues of workers and employees, which need to be avoided. 94. Under the heading 'Way Forward', we need to consider several factors and respective submissions of the parties including the steps for implementation of the Plan and payment of dues of workmen and employees. 95. Further steps towards implementation of the Plan are consequential steps to the upholding of the order dated 13.01.2023 of the Adjudicating Authority. As noted above, order dated 13.01.2023 of the Adjudicating Authority, holding that condition precedents have been achieved by SRA, the position was resisted by the SRA before the Monitoring Committee and before this Tribunal and before the Hon'ble Supreme Court, in this Appeal as well as different Appeals filed before the Hon'ble Supreme Court as noted above. The Lenders till the date of final arguments in this Appeal have been contesting that SRA has not achieved the condition precedent and effective date has not arrived. We having held that SRA has achieved the condition precedents on 20.05.2022, consequential steps have become necessary to be taken for implementation of the Plan, which could not proceed forward on acc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ees) as per Clause 6.4.2. Z + 175 18. Payment to all the Operational Creditor (other than Workmen and Employees) as per Clause 6.4.3 above. Z + 175 19. Payment to Other Creditors and Stakeholders as per Clause 6.4.5. Clause 6.4.6, 6.4.7. and 6.4.8 Z + 175 20. Payment to Dissenting Financial Creditors as per Clause 6.4.4 (m)(i). Z + 176 21. 1st Tranche payment to Financial Creditors as per Clause 6.4.4. Z + 180 22. Monitoring Committee to be released and Reconstituted Board of Directors to take over the management of the Corporate Debtor. Z + 180 23. Closing Date. Z + 180 24. Redemption of Series B. Series C: and Series D ZCBs Z + 365 25. Necessary statutory approvals Y + 365 (in accordance with Sec 31(4) of the IBC) 26. Redemption of Series A ZCB Z + 730 27. Release of charge (if any) over assets of the Corporate Debtor (which have not been previously released) Z + 730 28. Redemption of NCDs and release of any charge (if any) Z + 5 Years" 96. From the effective date, within 180 days, closing date has to be achieved. We have noted earlier that effective date being 20.05.2022, the extension was allowed till 15.05.20 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 23, in continuation of said exclusion, we further direct exclusion of time till the date of this judgment. Complementation of documentation of security of Dubai property. 99. We have already noticed the Clause 6.4.4 under Heading "Summary of payments and security package". In Clause 6.4.4, PBG of INR 47.5 crores was only mentioned. However, in the Resolution Plan Clause 6.4.12 was substituted, where in addition to PBG of INR 47.5 crores, PBG of 102.5 crores was to be provided for Effective Date. Clause 6.4.12, as replaced by the addendum, is as follows: "6.4.12 Request for the consideration of the CoC - As required under the RFRP the Resolution Applicant shall provide the performance security bank guarantee ("PBG") for a total sum of Rs.150 Crores. The PBG will be provided in two parts, with the first PBG of Rs.47.5 Crores provided within 7 (seven) days from the date of receipt of LOI; and PBG for the remaining sum of Rs.102.5 Crores provided on the Effective Date." 100. The SRA within seven days from 20.05.2022, had made balance payment, totalling to INR 150 crores PBG. There is no dispute that INR 150 crores PBG has been provided by the SRA within the time prescribed. 101. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the SRA as per the offer given by affidavit dated 16.08.2023 by the Appellant and Hon'ble Supreme Court has already held vide its order dated 18.01.2024 that SRA having not infused INR 150 crores, it is not entitled to take the benefit of affidavit dated 16.08.2023. 105. We have already held that SRA is not entitled for the benefit of affidavit dated 16.08.2023, having not infused INR 150 crores. 106. The question now to be considered is as to whether the Appellant is entitled to adjust INR 150 crores PBG, which is lying with SRA towards first tranche payment. We may refer to Summary of payments and security package as contained in Clause 6.4.4, which is as follows : Head Amount Payable Security Offered Value of Security Date of Creation of Security Date of Release of Security Cash Payment Up to Rs.185 Crores PBG of Rs.47.5 Crores Rs.393.5 Cr. (with BKC) Or Rs.147.5 Cr. (without BKC Effective Date PBG adjusted BKC Property (if gien) To be released on sale of BKC Mortgage over Dubai Property No.1 valued at more than Rs.100 Crores Year 5 or on complete payment, whichever is earlier Cash Payment Rs.195 Crores B ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e making payment of provident fund of INR 12 crores payable to workmen and employees as per judgment and order of this Tribunal dated 21.10.2022 along with the payments of all dues of the workmen payable under the Resolution Plan. The SRA shall make payment of INR 12 crores as undertaken, in addition to the amount, which is required to be paid to the workmen and employees under the Resolution Plan. Workmen and Employees Dues 111. The Association of Aggrieved Workmen of Jet Airways (India) Ltd. has filed IA Nos.1163 and 1164 of 2024 as well as IA Nos.2887 and 2888 of 2023 praying for various reliefs. IA Nos.5183 and 5184 of 2023 was also filed by the Association for being impleaded in IA No.3789 and 3790 of 2023. We have also heard Shri Pawan Shree Agrawal, learned Counsel appearing for Association of Aggrieved Workmen of Jet Airways (India) Ltd. as well as Shri Vikash Mehta, learned Counsel appearing for Jet Aircraft Maintenance Engineers Welfare Association (JAMEWA). 112. Learned Counsel appearing for the aforesaid Applicants have submitted that although Plan was approved as early on 21.06.2021, but workmen and employees have not been paid a single penny, which is causing grea ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... one month from today and communicate the same to the Successful Resolution Applicant to take steps for payment." 113. When we look into the above directions, it is clear that the amount to be paid by SRA towards provident fund and gratuity was the amount to be paid after adjustment of the amount received under the Plan. The above clearly indicate that the amount is to be received by the workmen and employees under the Plan first and thereafter, the amount has to be paid as per the order dated 21.10.2022 regarding full provident fund and gratuity. 114. We have already noticed above that learned Counsel for the SRA has undertaken that insofar as payment of provident fund to the workmen and employees under the order dated 21.10.2022, i.e., amounting to INR 12 crores, is concerned, the same shall be paid upfront along with the payment under the Plan. The SRA has undertaken to make the aforesaid additional payment along with payments under the Plan. In the IA Nos. 2887 and 2888 of 2023, several prayers have been made by the Association of Aggrieved Workmen of Jet Airways (India) Ltd. The Applicants were permitted to intervene in the matter and in this Appeal, which is an Appeal agains ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Civil Aviation and Ministry of Civil Aviation may take necessary steps regarding the Air Operation Certificate in accordance with law. There being already sufficient delay, having caused in the implementation of the Resolution Plan and Air Operation Certificate issued, could not be used by SRA, due to the road blocks created in the implementation of the Resolution Plan, we are of the view that the Director General of Civil Aviation and Ministry of Civil Aviation shall take steps expeditiously. In event AOC is not received before closing day, the SRA shall take all steps to receive it within 90 days after the closing date. Closing Date 117. On closing date as per the Resolution Plan, the SRA has to be handed over the Corporate Debtor for carrying its operations. We having issued necessary directions as above for taking various steps under the Resolution Plan, we are of the view that closing date be achieved within 90 days of this judgment. We hold that 90th day from this judgment would be the date to be treated as closing date, on which date the Monitoring Committee shall handover the Corporate Debtor to the SRA for carrying out the functions thereafter. 118. Learned counsel ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... resolution plan, amount payable to creditors under the resolution plan, etc." 121. The Resolution Plan provides that performance security be given by SRA for implementation of the Resolution Plan. As noted above, PBG of INR 150 crores was already handed over by SRA to the Lenders. The BKC property has also been with the Lenders, whose security value have been noted in the Resolution Plan as INR 246 crores. We fail to see the reason for Lenders not proceeding to implement the Resolution Plan. The Lenders from the very beginning has taken the stand that unless the SRA execute Draft Undertaking, which was shared by Lender to SRA on 04.06.2022, the Plan implementation may not proceed. We have already noticed certain Clauses of Draft Undertaking, which has been extracted by the Adjudicating Authority in its judgment in paragraph-99 and 100. Clause 12 of the Draft Undertaking provided that in case of any conflict between the provisions of the Resolution Plan, the Draft Undertaking shall prevail. Clause 12 of the Draft Undertaking is as follows: "12. That to the extent there is any conflict between the provisions of the Resolution Plan and this Undertaking, the contents of this Undert ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion from all the parties, including the MC Lenders. The implementation of the Resolution Plan not only revives the Corporate Debtor, but it brings along with revival, new employment, generation of revenues etc. By non-implementation of the Plan, direct sufferers are the workers and employees, who have not received the payments. It is true that Lenders are entitled to take steps for protection of their amount, but that is not the only object of the IBC. The Lenders to protect their own financial interest cannot ignore the primary object of revival of the Corporate Debtor and payments to other stake holders, including workmen and employees, who are entitled for their payments along with Financial Creditors. The Lenders by not taking positive steps for implementation of the Plan have not only adversely affected the interest of the SRA, but have also created circumstances, so that workmen and employees be not paid. 127. Instead of taking positive steps for implementation of the Resolution Plan, the learned Counsel for the Lenders in their oral submission have always been pressing for directing the liquidation of Corporate Debtor, which is neither acceptable nor legal. 128. We hope a ..... X X X X Extracts X X X X X X X X Extracts X X X X
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