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TMI Blog2024 (12) TMI 1316X X X X Extracts X X X X X X X X Extracts X X X X ..... a, Mr. Abhijeet Sinha, Sr. Advocates with Mr. Kunal Kanungo, Mr. Anuj Tiwari, Mr. Pulkit Sharma, Ms. Tanushree Sogani, Ms. Niharika Sharma, Mr. Atishay Jain, Ms. Henna Kochhar, Ms. Aroshi Pal, Mr. Nishant Chotani and Ms. Bandita , Advocates For the Respondents : Mr. Neeraj Kishan Kaul, Sr. Advocate with Ms. Pooja Mahajan, Ms. Mahima Singh, Ms. Shreya Mahalwan, Mr. Raghav Agarwal, Mr. Saurabh Bacchawat, Advocates for R-1/RP. Mr. Sudhir K. Makkar, Sr. Advocate with Mr. Divij Kumar, Mr. Varun Tandon and Mr. Shivang Mukherjee, Advocates for R-2/CoC. Mr. Ardhendmauli Kumar Prasad & Mr. Anupam Lal Das, Sr. Advocate with Mr. SP Singh Chawla, Mr. Sinha Shrey Nikhilesh, Mr. S. Shishir, Mr. Parth Davar, Mr. Rohit H. Nair, Ms. Sarakshi Asarsa, Mr. Swastik Verma, Ms. Shivali Singh, Advocates for R-3/SRA. Mr. Ramji Srinivasan, Sr. Advocate with Ms. Mahima Singh and Ms. Pooja Mahajan , Advocates for RP JUDGMENT ASHOK BHUSHAN, J. These five Appeal(s) arise out of Corporate Insolvency Resolution Process ("CIRP") of the Corporate Debtor ("CD") - Reliance Broadcast Network Limited. Abhijit Realtors & Infraventure Pvt. Ltd. and Creative Channel Advertising & Marketing Pvt. Ltd., the unsuccessful ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Resolution Plan, Evaluation Matrix and Information Memorandum and provided access to Virtual Data Room to PRAs. (iii) Six Resolution Plans were received from Resolution Applicants, where Abhijit Realtors & Infraventure Pvt. Ltd. gave a bid of Rs.80.20 crores, Creative Channel Advertising & Marketing Pvt. Ltd. gave a bid of Rs.100 crores, Entertainment Network (India) Limited ("ENIL") gave bid of Rs.37.17 crores and Sapphire Media Ltd. gave a bid of Rs.104.28 crores. The Committee of Creditors ("CoC") decided to hold Challenge Process as per the RFRP. On 12.10.2023, the RP issued Challenge Process Document (Process Note) containing key terms for conduct of Challenge Process. Base price of INR 240 crores was set for start of the Bid Process. At the end of each round, the bid with highest value will be the "Threshold Bid Amount" for the next round. The Resolution Applicant was required to either match or exceed the Threshold Bid amount for the respective round in order to continue participating in the Challenge Process. Each incremental bid of the Resolution Applicants was to be in multiple of Rs.10 crores. Abhijit Realtors & Infraventure Pvt. Ltd. and ENIL came together and inform ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uccessful Resolution Applicant. Certain other prayers were made in the Application, including direction to recommence the entire process. IA No.614 of 2024 was filed on 03.02.2024, after the plan approval application was reserved on 02.01.2024. (viii) Creative Channel Advertising & Marketing Pvt. Ltd., who did not participate in the challenge process, however, participated in the negotiation process, filed IA No.290 of 2024 seeking declaration that SRA - Sapphire Media Ltd. was ineligible to submit its Resolution Plan. It was also prayed that IA No.5391 of 2023 seeking approval of the Resolution Plan be rejected. Direction was also sought to start de novo process for the examination of the Resolution Plans of other existing qualified PRAs. (ix) The Adjudicating Authority heard both the parties in IAs filed by the Consortium as well as Creative Channel Advertising & Marketing Pvt. Ltd. and by order dated 06.05.2024 dismissed IA No.5572 of 2023 filed by the Consortium. By a separate order dated 06.05.2024, IA No.614 of 2024 filed by Consortium and IA No.290 of 2024 filed by Creative Channel Advertising & Marketing Pvt. Ltd. were rejected. By a separate order of the same date i.e. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in contravention of Regulation 39(1A) of CIRP Regulations 2016. Under Regulation 39(1A) of the CIRP Regulations, a Resolution Professional can allow modification of the Resolution Plan not more than once or use a challenge mechanism to enable PRAs to improve their plans. It is impermissible in law to adopt both the process in the Resolution Process. The illegal process adopted by the Resolution Professional goes to the root of the entire process which was ex facie contrary to the IBC and Regulations. No Resolution Plan in pursuance of such process could have been approved. The mere participation in the Resolution Process by the consortium or giving an undertaking cannot stop the consortium from bringing to the notice of the Tribunal illegalities in the Resolution Process which go to the root of the matter vitiating the entire process. The entire process commencing from issuance of process note is materially irregular, contrary to the IBC and no such Resolution Plan can pass muster. Clause 7 of the process note contemplate that at the end of each round, Resolution Applicants must match or exceed the threshold bid amount for the next round. The bid of the Appellant was Rs.242 Crores ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... partnership and not to any other category of entity. SRA was only incorporated nearly six months before submission of the plan. The definition of group is exhaustive and does not include an individual. The corporate entity is different from that of its shareholders. EoI envisaged a provision for consortium, however, SRA has not submitted its Resolution Plan in a consortium. Resolution Professional and CoC cannot be allowed to take shelter of commercial wisdom to conceal the frauds in the CIRP leading to approval of the Resolution Plan of an ineligible Resolution Applicant. The mere fact that no objection was raised by consortium when the final list of eligible PRA was published cannot stop the consortium from raising objection before the Adjudicating Authority when the plan approval application came up for consideration. An SRA who is ineligible cannot be allowed to implement the Resolution Plan nor any such Resolution Plan of an ineligible SRA can be approved by the Adjudicating Authority. CA Certificate dated 04.11.2023 has been referred by the Adjudicating Authority which obviously could not have been there at the time when plan was submitted by SRA in May, 2023. Under the guide ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e object of maximisation of the assets of the Corporate Debtor. All the Resolution Applicants were informed by the Resolution Professional to put the highest offer. On 04.11.2023, revised final financial proposals were submitted by the Resolution Applicants. SRA gave financial proposal of Rs.261 Crores, Consortium gave Rs.248 Crores and Creative gave Rs.240 Crores. On 06.11.2023, in the 12th CoC meeting where the revised proposals were opened in the presence of the relevant Resolution Applicants, the representatives of the consortium have expressed their satisfaction with the negotiation by the CoC. The CoC deliberated on the feasibility and viability of the Resolution Plans and evaluated them as per the evaluation matrix and by vote share of 88.97% approved the Resolution Plan of SRA. The submission of the consortium that they were wrongly exited after Round 2 is incorrect. During the challenge process, there were objections by e-mail raised by consortium which was duly replied by the Resolution Professional clarifying the process. All Resolution Applicants had given undertaking that they accept the challenge process. All Resolution Applicants were explained the steps in challenge ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pression 'entity' includes an individual. The CA Certificate dated 08.05.2020 was given to the Resolution Professional by the SRA which was verified by the Resolution Professional fulfilling both the criteria of turnover and net worth. When the revised financials were to be given by the Resolution Applicants which was given by the Appellant on 04.11.2023 with an updated CA Certificate signed by Garima Grover, which has been referred to and noted by the Adjudicating Authority which has shown increase in the financials. The CA Certificate by one Sachin which is relied by Appellant was not certificate given by the SRA but was certificate obtained by Creative, another Resolution Applicant which did not reflect the correct financial position of the SRA. Resolution Professional has conducted due-diligence on the basis of materials on record and was satisfied about the eligibility of SRA and other Resolution Applicants. It is submitted that the documents which are sought to be introduced by IA Nos.4691 of 2024 and 4692 of 2024 needs no consideration and those documents need not be permitted to be taken on record. GST Returns and Income Tax assessments were not required to be filed as per ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... pted who are well versed with the documents and intention. The interpretation which was put by the CoC is with the object to maximise the assets of the corporate debtor. Certificate which was given by statutory auditor in May 2023, net worth was Rs.84 Crores. A fresh certificate was given on 04.11.2023 where net worth was shown as Rs.175 Crores. Average turnover of 12 group companies also fulfilled the threshold. Blacklisting by the IOC has been set aside by the Lucknow Bench of Allahabad High Court by its final judgment, however, the blacklisting by IOC is not covered by clause 8(d). The Income Tax Returns and GST Returns which are sought to be filed by IA No.4691 of 2024 and IA No.4692 of 2024 cannot be accepted. There is a clear bar on the appellants under Section 151 of the Central Goods and Services Tax Act, 2017 and Section 138 of the Income Tax Act, 1961 to produce or rely on to the returns. Appellant has not disclosed the source from which it has received the said documents. Appellant cannot be permitted to rely on the said documents nor the said document can be accepted on record. Both the applications filed by the Appellants deserve to be rejected. Counsel for the SRA su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ders. The CoC and/or the Resolution Professional (acting on the instructions of the CoC) may, at their sole discretion, decide any method or process for negotiations with the Resolution Applicant(s) regarding the Resolution Plans received prior to voting in accordance with Applicable Law, which may include, but shall not be limited to, a price discovery process, outbidding process, open challenge or Swiss challenge process and each Resolution Applicant shall be bound by the terms goverming such a process, which shall be decided by the CoC in its commercial wisdom. The timelines and process for the negotiation shall be determined and/or communicated if considered necessary, at a later date. The Resolution Applicant shall not object to, and must participate in, the implementation of such negotiation process. By submitting the Resolution Plan, the Resolution Applicant shall be deemed to have unequivocally agreed that any process of negotiation adopted by the Committee of Creditors shall be binding on them and that they have no objection in following any such process. The Resolution Professional/Committee of Creditors shall also have the right to disclose the financials and scores of a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ready communicated their decision to exit the Challenge Process in writing. Provided that in case the amount bid by a Resolution Applicant in the previous bid round constitutes Threshold Bid Amount for the next round, such Resolution Applicant shall have the option to either not participate in such next round or he may improve its financial proposal over Threshold Bid Amount in such next round. Provided further that where all the active participating Resolution Applicants are at the Threshold Bid Amount, all such Resolution Applicants shall be required to participate in the next round ( in such a case it would be conveyed to the Resolution Applicant ) " 15. Clause 9 deals with the 'elimination/ exit' which is to the following effect:- "9. Elimination/Exit. In the event a Resolution Applicant does not match or exceed the Threshold Bid Amount for a particular round, the highest Financial Proposal of such Resolution Applicant shall be considered as the final bid of the Resolution Applicant and such Resolution Applicant shall be deemed to have exited the Challenge Process and such Resolution Applicant shall not be allowed to participate in the next round of bidding unless otherwise ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... On Fr, Oct 27, 2023 at 12:49 PM Vijay P Lulla ***: Dear Sir. Please note that at the end of round 1 the highest bid was declared at Rs. 241 crores. As per the challenge process document and our discussions with the RF team we were made to understand the base price for bidding is Rs. 240 crores with increments of Rs. 10 crores. Only in case any RA does not want to give bid above the threshold value then they may give their best bid and it will be their last bid in this case the bid of the RA who has given the bid of Rs. 241 crores should be taken as the last bid and not allowed to bid further. However, in the meeting you allowed him to bid further. This is in contravention to the challenge process mechanism. Kindly either announce that this was his last bid or strap the process and redo the entire process again. Regards Vijay Lulla" 19. The Resolution Professional immediately replied e-mail dated 27.10.2023 at 13:34:25 PM informing that the process is conducted as per the Challenge Process document. INR 240 Crores was the base price and there was no requirement for the initial bid to be in the increment of Rs.10 Crores which could have been of any value higher than the ba ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... > on Fri, 27 0ct 2023 13:44:20 To: Vijay P Lulla Cc: Mehul Shah Dear Sir, Basis the bid submitted by you in the last round, in terms of the Challenge Process document, you are deemed to have exited the Challenge Process. Accordingly, you are requested to submit the draft of the revised resolution plan after incorporating the highest financial proposal submitted by you in round 2. Thanks & Regards," 22. Submission has been advanced by the Appellant that the Appellant has been exited from 2nd round illegally. It is submitted that the Consortium was entitled to match the last threshold bid, in Round 1 Rs.241 Crores was highest bid and the bid which was to be given of Rs.242 Crores was higher than the last threshold bid. Consortium could not have been exited from the Challenge Process. It is relevant to note that the Resolution Professional's reply was sent immediately that bid in 2nd round given by consortium is not in accordance with the process document. We need to look into Clause 7 of the Challenge Process Document. The first part of Clause 7 is as follows:- " 7. Increment. At the end of each round, the bid with highest value will be the "Threshold Bid Amou ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The use of challenge mechanism is fully provided in the Regulation also as noted above. Further, RFRP, as noted above, provided for conducting a Challenge Process. We do not find any violation of Regulation 39(1A) of the CIRP Regulations in the Challenge Process conducted by the Resolution Professional. 26. Now we come to the Negotiation Process which was undertaken by the Resolution Professional under the decision of the CoC. All Resolution Applicants were called for negotiation. Clause 2.3.11 of the RFRP clearly empowers the CoC to conduct various rounds of negotiations with the Prospective Resolution Applicants in the interest of value maximisation. Clause 2.3.11 is as follows:- "2.3.11 Further, notwithstanding anything stated herein, there shall be no restriction on the right of the Committee of Creditors to conduct various rounds of negotiations with the Prospective Resolution Applicants in the interest of value maximization." 27. Thus, negotiations after Challenge Process is fully permissible. Counsel for the Respondent has rightly placed reliance on the judgment of this Tribunal in "Vistra ITCL (India) Ltd. vs. Torrent Investments Pvt. Ltd. & Ors.-Company Appeal (AT) (I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e minutes of 12th CoC meeting (has also filed unredacted copies of the minutes as directed by this Tribunal while reserving the judgment). It is useful to extract following part of the minutes where statement made by Consortium was recorded that they agreed to negotiation process conducted by the CoC:- "HSBC representative requested representative of the Consortium to confirm if they were satisfied with the opportunities provided to them to improve their financial proposal. Representative of Consortium clarified that they agreed to the overall process conducted by the CoC to negotiate with the Resolution Applicants. CoC took note of the same and requested representatives of RA were asked to leave the meeting." 29. The Consortium participated in the negotiation process and also gave increased bid. Negotiation process was conducted by the CoC for the value maximisation as is permitted by the RFRP. We do not find any error in the negotiation process conducted by the Resolution Professional under the decision of the CoC. From the above discussions, we are of the considered opinion that there is no error in the Challenge Process conducted by the Resolution Professional on 27.10.2023 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d eligible to participate in the process and in the process, no objection can be taken regarding eligibility. However, when the Resolution Plan came for approval before the Adjudicating Authority, in a case where it is found that Resolution Applicant is not eligible and does not fulfil any requirement of eligibility, the Adjudicating Authority in no manner is deprived from considering the said question regarding eligibility. The objection regarding eligibility of Resolution Applicant, thus, can very well be considered by the Adjudicating Authority while considering the approval of the Resolution Plan. Thus, we are not persuaded to accept the submission of the Respondent that since in the process no objection was raised to the eligibility of SRA, the same question cannot be raised before the Adjudicating Authority. We are of the view that regarding eligibility of the Resolution Applicant, the same can very well be considered and examined by the Adjudicating Authority when the application to approve the Resolution Plan comes for consideration. 33. Now we come to the grounds of challenge raised by the Appellant regarding eligibility. The Invitation for Expression of Interest issued b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 22, earlier a sole proprietorship. We have considered the net worth of individual Promoter for eligibility Received EOI on 1st June 2023 10:50 AM IST from Indian representatives of the applicant." 35. Thus, the Resolution Professional has treated the net worth of individual promoter for eligibility of SRA which is fact mentioned in the list of EoIs received which was placed before the CoC. The challenge of the Appellant is that it is only body corporate which is entitled to become a Resolution Applicant and it is only body corporate whose net worth and turnover in a group need to be considered. As noted above, the net worth and turnover has to be considered at a group level. 'Group' has been defined in Notes 5(a) of Invitation for Expression of Interest which provides as follows:- "a) For the purpose of this Invitation for EoI, please note the following definitions : "Group" shall mean and include (i) an entity, which, directly or indirectly, holds 26% (twenty six percent) or more of the share capital of the Prospective Resolution Applicant or (ii) an entity in which the Prospective Resolution Applicant, directly or indirectly, holds 26% (twenty six percent) or more of the sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... orate entity. In the present case, Sahil Mangla holds 99.99% shares of the Corporate Debtor. There is no indication in the definition of group which can be read to mean that word 'entity' has been used in the sense that it should be a corporate entity. Ministry of Information & Broadcasting Guidelines dated 25.07.2011 has also been brought on the record by Rejoinder-Affidavit filed by the Appellant. The expression 'entity' has been used in the said guidelines which was issued in 2011. We may refer Clause 2.5 of the Guidelines which is as follows:- "2.5. Permission will be granted only in cases where equity held by the largest Indian shareholder is at least 51% of the total equity, excluding the equity held by, Scheduled Banks and Public Financial Institutions as defined in Section 4A of the Companies Act, 1956. The term largest Indian shareholder, used in this clause, will include any or a combination of the following: (1) In the case of an individual shareholder, (a) The individual shareholder. (b) A relative of the shareholder within the meaning of Section 6 of the Companies Act, 1956. (c) A company group of companies in which the individual shareholder HUF to which he ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... icles required to be held by the bidders, in the tender floated for supply of vehicles for the carriage of troops and equipment. 26. The abovementioned statements of law make it amply clear that the author of the tender document is taken to be the best person to understand and appreciate its requirements; and if its interpretation is manifestly in consonance with the language of the tender document or subserving the purchase of the tender, the Court would prefer to keep restraint. Further to that, the technical evaluation or comparison by the Court is impermissible; and even if the interpretation given to the tender document by the person inviting offers is not as such acceptable to the constitutional court, that, by itself, would not be a reason for interfering with the interpretation given." 40. This Tribunal has also occasion to take the above view in the judgment of this Tribunal in "Authum Investment and Infrastructure Ltd. Vs. Rajneesh Sharma Administrator of SREI Equipment Finance Ltd. and SREI Infrastructure Finance Ltd. & Ors.- 2024 SCC OnLine NCLAT 29" where in paragraph 22, following was held: "22. The determination of NPV of the Respondent No.2 as per final Resolut ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , even though the requirement as per the IEOI is to meet either the net worth or turnover criteria at group level, the SRA met both criteria. It is relevant to point out that the SRA was corporatized on 21 October 2022, prior to which, the business of the SRA was being operated under a sole proprietorship of Mr. Sahil Mangla, the promoter of SRA who holds 99.99% shareholding in the SRA. The business was corporatized through incorporation of a company by Mr. Sahil Mangla on 21st October 2022 and transfer of proprietary business to the company as a going concern with Mr. Sahil Mangla as the 99.99% shareholder. It is submitted that the SRA met both the criteria stipulated in the IEOI, as explained below. (a) Net Worth Criteria. This test requires a PRA to have a minimum net worth of at least INR 50 Crores at a group level. While considering the net worth of the SRA, the net worth of INR 85.04 Crores of Mr. Sahil Mangla (being 99.99% shareholder and promoter of SRA) was also considered. Hence, at a group level, the minimum net worth requirement of INR 50 Crores was met. It is submitted that narrow interpretation of the term 'group' as canvassed by unsuccessful resolution ap ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion Professional has explained and clarified that at the time of submission of EoI, a CA Certificate was submitted in May 2023 by Garima Grover, however, when increase financial proposals were submitted by a plan as was asked by the Resolution Professional by letter dated 02.11.2023, on 04.11.2023, when plan was submitted SRA has given fresh CA Certificate dated 04.11.2023 which was an updated certificate as required. In updated certificate dated 04.11.2023, there was increase in the financials. There is another CA Certificate which was obtained by Creative for filing an application objecting to the eligibility of the SRA which certificate was obtained by Creative and was not a certificate obtained by SRA and given by SRA, hence, the said certificate is not relevant for determining the net worth or turnover of the SRA. 43. The CoC which consists of financial institutions is well versed with the financials of all Resolution Applicants. The CoC under whose direction the Resolution Professional has issued Invitation for Expression of Interest is well aware of the clauses and eligibility provided. As noted above, the Resolution Plan has placed before the CoC, while computing the net w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... her Group company are part of the same group, in case the interested party is using such entities for meeting the eligibility criteria. Please note that the PRA shall provide all relevant documents for its promoter/ promoter Group or any other Group company. if required to meet the eligibility criteria. e) For all PRAS-A certificate from statutory auditor or practicing chartered accountant certifying Tangible Net Worth, turnover. AUM, committed funds, Net Owned Funds (in case of ARC), as the case may be. f) An Undertaking in the format attached as Annexure 'A' g) An Undertaking in the format attached as Annexure "C". h) A Confidentiality Undertaking in the format attached as Annexure 'D'. i) A list of connected persons of the PRAs (including of each member of the Consortium), as defined under Section 29A of the Code. j) A statement showing how the PRA meets the conditions laid down in the eligibility criteria along with documents to substantiate the same. k) A statement giving details if the PRA or any of its related parties has withdrawn from or failed to implement or contributed to the failure of implementation of any other resolution plan. l) Any ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... all be attracted. Indian Oil Corporation is not covered under Clause 5(d). Furthermore, in view of the order of the Lucknow Bench of Allahabad High Court which has been placed by the Respondent for consideration, it is clear that the period of such blacklisting is over. We, thus, are of the view that no ineligibility can be attached on the SRA under Clause 5(d). 48. Appellants have also raised grievance with regard to non-upholding of two letters on the VDR i.e. letter dated 18.10.2023 sent by Reliance ADAG to Resolution Professional to cease and desist use of trademark/ tradename/ domain names and other intellectual property and other letter dated 19.10.2023 sent by Resolution Professional to one Vrushvik Entertainment Pvt. Ltd. for rectification of certain records relating to Big FM Trade Marks. The said document was subsequently put on VDR after challenge process. The above letters were written to the Resolution Professional and by Resolution Professional respectively. With regard to subject matter as referred to in the letter, we fail to see how non-receipt of the letter by Appellant prior to challenge mechanism has prejudiced the Appellant in submitting its bid. The Resolutio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... panies Act, 1985 or under other such enactments which has now been forsaken. Besides, the commercial wisdom of CoC has been given paramount status without any judicial intervention, for ensuring completion of the stated processes within the timelines prescribed by the I&B Code. There is an intrinsic assumption that financial creditors are fully informed about the viability of the corporate debtor and feasibility of the proposed resolution plan. They act on the basis of thorough examination of the proposed resolution plan and assessment made by their team of experts. The opinion on the subject-matter expressed by them after due deliberations in CoC meetings through voting, as per voting shares, is a collective business decision. The legislature, consciously, has not provided any ground to challenge the "commercial wisdom" of the individual financial creditors or their collective decision before the adjudicating authority. That is made non-justiciable. 55. Whereas, the discretion of the adjudicating authority (NCLT) is circumscribed by Section 31 limited to scrutiny of the resolution plan "as approved" by the requisite per cent of voting share of financial creditors. Even in that e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ed and circumscribed by Sections 30(2) and 31 of the Code read with the parameters delineated by this Court in the decisions abovereferred. The jurisdiction of the appellate authority is also circumscribed by the limited grounds of appeal provided in Section 61 of the Code. In the adjudicatory process concerning a resolution plan under IBC, there is no scope for interference with the commercial aspects of the decision of the CoC; and there is no scope for substituting any commercial term of the resolution plan approved by the CoC. Within its limited jurisdiction, if the adjudicating authority or the appellate authority, as the case may be, would find any shortcoming in the resolution plan vis-à-vis the specified parameters, it would only send the resolution plan back to the Committee of Creditors, for re-submission after satisfying the parameters delineated by the Code and exposited by this Court." 51. We answer the Question No.III as follows : - "The SRA was eligible to submit a Resolution Plan as per Clause 3 of Invitation for Expression of Interest and the net worth and turnover of the promoter Mr. Sahil Mangla could be included for purposes of net worth of a group it ..... X X X X Extracts X X X X X X X X Extracts X X X X
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