TaxTMI 
TaxTMI 
2020 (6) TMI 765
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....oria, Mr Anush Mathkar, Mr Gautam Sundaresh, Mr Yugal Jain, i/b Cyril Amarchand Mangaldas, Advocates COMMON ORDER (in all three IAs - 1864/2019, 1863/2019 & 1865/2019) Per: Rajasekhar V.K., Member (Judicial) & Ravikumar Duraisamy, Member (Technical) 1. Preamble 1.1. These three Interlocutory Applications (IAs) - IA No.1864/2019 in CP (IB) No.298/2018 (in the matter of Aircel Limited), IA No.1863/2019 in CP (IB) No.302/2018 (in the matter of Dishnet Wireless Limited) and IA No.1865/2019 in CP (IB) No.300/2018 (in the matter of Aircel Cellular Limited) have been filed by Mr Vijaykumar V. Iyer, common Resolution Professional of Aircel Limited, Dishnet Wireless Limited and Aircel Cellular Limited (collectively referred to as 'Corporate Applicants'), under section 30(6) read with section 31(1) of the Insolvency & Bankruptcy Code (IBC), seeking approval of this Adjudicating Authority for the Resolution Plans submitted by UV Asset Reconstruction Company Limited for resolution of the corporate applicants. 1.2. Since there is substantial interweave of businesses between the three corporate applicants, the resolution plans are in pari materia. Therefore, all three IAs are b....
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..../- (Rupees nineteen thousand four hundred and eighty-four crore seventy lakh sixty-two thousand three hundred and ninety only). Para 4 in each of the IAs 2.3. Constitution of CoC and voting share 2.3.1. The constitution of the CoC and the voting share of each of the financial creditors are as follows: Sl No. Financial Creditor Voting Share percentage 1. AB Svensk Exportkredit 2.70 2. Bank of Baroda 10.50 3. Canara Bank 9.70 4. China Development Bank Corporation 13.70 5. Exim Bank 2.20 6. Jammu & Kashmir Bank 1.70 7. L&T Infrastructure Finance Limited 1.10 8. Nordic Investment Bank 2.80 9. Punjab National Bank 15.10 10. Standard Chartered Bank 1.70 11. State Bank of India 36.60 12. Syndicate Bank 2.10 Total 100.00 2.3.2. The first meeting of the CoC was held on 11.04.2018, at which the IRP was confirmed as the Resolution Professional (RP). Para 6 at page 4 of IA 1864/2019 Information Memorandum as required under section 29 of the IBC and regulation 36 of the Insolvency & Bankruptcy Board of India (Insolvency Resoluti....
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....y Limited; and (b) Eight Capital Advisory Services Private Limited (Eight Capital). 2.7.2. The Resolution Plans were opened in the presence of, amongst others, the Process Advisor, the legal advisors to the RP and the CoC, and the representatives of the resolution applicants, on 31.12.2018. Since the plans were received after the last date, i.e., 07.12.2018, the RP convened a meeting of the CoC on 02.01.2019 to seek their views on whether the plans received after the last date should be considered. At the meeting, all the CoC members except GTL Infrastructure Limited resolved to consider the plans received. GTL Infrastructure Limited abstained from voting. RP has stated that GTL Infrastructure Limited has since been classified as "Operational Creditor." 2.7.3. Eight Capital withdrew its Resolution Plan after the first round of discussions, in which various concerns were raised on the compliance of the Resolution Plan that it had submitted, with the provisions of the IBC and the regulations framed thereunder. Para 17 at page 7 of IA 1864/2019 That left only one Resolution Applicant (RA), viz., UVARC, in the field. 2.8. UVARC's Resolution Plan - consideration by CoC....
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....thirty days from the CIRP period. Accordingly, the CIRP was to come to an end on 08.10.2018. By a further order dated 16.10.2018 in MA No.1137/2018, this Adjudicating Authority had also extended the CIRP period by a further period of 90 days, by invoking section 12(3) of the IBC. In the same order, it was specifically directed that the period during which the application remained pending before the Adjudicating Authority, i.e., from 03.10.2018 to 15.10.2018, shall also be excluded from the CIRP period. 3. Corporate history of the Resolution Applicant (RA) 3.1.1. Before we come to the Resolution Plan itself, we may notice the corporate history of the RA. 3.1.2. The common Resolution Applicant, viz., UV Asset Reconstruction Company Limited ("UVARC" or "RA" for short), is an unlisted public company limited by shares. It was incorporated on 23.08.2007 under the Companies Act, 1956, with the Registrar of Companies (RoC), Delhi, with Corporate Identity Number (CIN) U74900DL2007PLC167329. 3.1.3. Its registered office is at No.704, Deepali Building (7th Floor), No.92, Nehru Place, New Delhi 110 019. 3.1.4. UVARC's authorised capital is Rs.50,00,00,000/- (Rupees fifty crore o....
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.... are operated by Aircel group entities for their respective circles. This interconnected network was commonly used by all the three corporate applicants to run telecom operations across the country under the common brand name of "Aircel." (5) The top management of all the three corporate applicants remained the same throughout. Additionally, there were also employees rendering services to one or more of the corporate applicants in the discharge of their official duties, while remaining on the payroll of any one of the corporate applicants. (6) The financial creditors of the corporate applicants have acknowledged the interlinkage between the three corporate applicants even in the past, as may be seen from the fact that most of them have extended facilities to the corporate applicants as co-obligors under common documentation. Annexure 2A in the case of Aircel Limited Annexure 2B in the case of Dishnet Wireless Limited Annexure 2C in respect of Aircel Cellular Limited. (7) There is also technical interdependence of each of the corporate applicants on the other two. Post CIRP, the IT infrastructure such CRM, SAP, billing platform, ....
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....n customers of the corporate applicants have given up their connections. Hence, sale of the right to use spectrum (under 1800 MHz and 2100 MHz) is the most feasible option (Page no. 46 - Clause 4.1.2(a) - Effect on Corporate Debtor and Unique Situation of Corporate Debtor). (d) Most of the equipment of the corporate applicants is obsolete and to make it usable would require substantial capital expenditure. Hence, sale of such equipment is the best option (Page no. 47 - Clause 4.1.2(c) - Effect on Corporate Debtor and Unique Situation of Corporate Debtor). (e) To revive the 14,500 km of optical fibre network would require substantial capital expenditure and operational expenditure. The value of use appears to be much lesser than value of sale (Page no.47-Clause 4.1.2(d)-Effect on Corporate Debtor and Unique Situation of Corporate Debtor). 4.3. Resolution Strategy 4.3.1. The Resolution strategy is to take over the corporate applicants and rebuild a low capex business on the strength of the brand value of Aircel by utilising some infrastructure and at the same time monetising assets where sale value is higher than value of use (Page no. 47 - Clause 4.2.1 - R....
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....ed Financial Debt into Debentures); 4.3.11. ZOCDs will be secured by creating Security Interest as existed before the Effective Date (Page no. 55 - Clause 5.4.3 - Conversion of Verified Financial Debt into Debentures). 4.3.12. Post payment of CIRP Costs as per the Resolution Plan and the payments to the Operational Creditors and employees as envisaged in the Resolution Plan, ZOCDs will be redeemed out of funds forming part of the Financial Creditor Fund Pool that are received within five years from the issue of ZOCDs or any other longer period as decided by the Reconstituted Monitoring Committee. Any ZOCDs that are not redeemed because of unavailability or insufficiency of the aforesaid funds received within the aforesaid five-year period will be converted into Equity Shares held by Financial Creditors (including Equity Shares held before aforesaid conversion) is 74% of the entire share capital of the corporate applicants (comprising of only equity share capital of the corporate applicants) with UVARC holding Equity Shares equivalent to 26% of the entire share capital of the Company (comprising of only equity share capital of the Company). 4.3.13. The entire CIRP costs, pa....
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....e Amount admitted (in crore rupees) Financial creditors Secured 19614.07 19,488.73 2,830.00 [Note 1] 14.43% 14.52% Unsecured 4.02 4.02 Operational creditors Operational Creditors including Govt dues 16,689.60 3,925.93 [Note 2] 27.26 0.16% 1.48% Employees 199.80 19.91 0.33 0.17% 1.66% Other debts 435.64 422.52 [Note 3] 0.65 0.15% 1.07% Total 36,943.13 21,411.74 2,858.24 # Amount provided over time under the Resolution Plan and includes estimated value of non-cash components and not NPV. Notes: 1. The entire balance portion of the verified financial debt after reducing the ZOCD amount is being converted into equity shares of the Corporate Applicant. 2. Amount admitted excludes Rs.5,460.82 crore verified as contingent claim. 3. Amount admitted excludes Rs.404.62 crore verified as contingent claim. C. In the case of Aircel Cellular Limited Category of Stakeholder Amount Claimed Amount Admitted Amount provided under the Plan# Amount provided to the Amount Claimed Amount Provided to the....
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....led-down basis as proposed by the Resolution Applicant. (b) Proceeds from realisation of claims to be pursued by the Resolution Applicant including those for which there are ongoing litigations. (c) Proceeds from benefits of carry forward losses and unabsorbed depreciation proposed to be realised by the Resolution Applicant through a suitable transaction structure. 4.5.4. The current cash balance available with the corporate applicants is as follows: (in crore rupees) Particulars Amount Net Cash Balance as of end Nov 2019 171.58 Accumulated Expenses payable (250.31) Estimated surplus / (shortfall) as of end Nov 2019 (-78.73) 4.5.5. The available funds may not be enough to make necessary payments, as indicated above. The payment for the shortfall shall, therefore, be made from Generated Funds. As indicated by the RA, the first tranche of Generated Funds is likely to be generated within a period of three months from the Effective Date through the sale of fibre assets, as set out below in the paragraph dealing with "Asset Monetisation." 4.6. Details of source and timelines within which the amounts will be paid to the operational cr....
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....1. The entity-wise value of unabsorbed depreciation and accumulated losses for Assessment Year 2017-18 is as follows: (amount in crores) Item Aircel Limited Dishnet Wireless Limited Total Carried forward business losses 14,667 9,228 23,895 Unabsorbed depreciation 12,216 9,900 22,116 Total 26,883 19,128 46,011 4.8.2. The RA proposes to monetise identified assets and utilise the proceeds towards redemption of debentures. The process will continue till the time all assets other than unabsorbed depreciation and carry forward losses have been monetised and corresponding number of debentures have been redeemed. 4.8.3. The RA expects that ideally by this time the outstanding debentures should be equivalent to the value expected to be realised from unabsorbed depreciation and carry forward losses only. 4.8.4. However, if the value of outstanding debentures is higher at this stage, it would mean either some of the assets could not be monetised or the realisation has taken place at a value lower than expectation. The RP submits that in either case, it would not be an event of default as the values are only indicative. 4.8.5....
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....ot exit the Company, and that the RA cannot transfer the shares it is issued upon Equity Commitment till redemption of ZOCDs or conversion of ZOCDs into Equity Shares as envisaged in the Resolution Plan, RA will pledge its shares with the Financial Creditors on terms to be mutually agreed between them prior to Effective Date. 4.11. Supervision of the Implementation Schedule by Monitoring Committee 4.11.1. On and from the Approval Date and until the Effective Date, it has been proposed that the Corporate Debtor will be managed and controlled by a Monitoring Committee of three persons, as follows: - (a) one representative of financial creditors; (b) one representative of Deloitte Touche Tohmatsu India LLP [LLP Identification No. AAE-8458]; and (c) one representative of the Resolution Applicant. 4.11.2. The Monitoring Committee constituted for the purposes of supervision of the implementation of the Resolution Plan between the Approval Date and the Effective Date shall stand dissolved upon the Effective Date. 4.11.3. Upon the Effective Date, the Monitoring Committee shall be reconstituted as follows: - (a) Three representatives of financ....
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....esolution Applicant 4.13.1. The Resolution Applicant has sought certain reliefs in terms of clause 9 of the Resolution Plans. These are considered in detail later in this order. 5. Oral submissions on behalf of the RP, RA and CoC 5.1. Submissions of Mr Ravi Kadam, learned Senior Counsel for the RP 5.1.1. Mr Ravi Kadam, learned Senior Counsel for the RP, submitted right at the outset that the three Resolution Plans will have to be considered indivisibly since there was substantial interweave between the businesses. He submitted that the obligor/co-obligor status exists in respect of all the three companies. Hence, he submitted that the figures given in the Resolution Plans should not be looked at in an isolated manner, but as a comprehensive whole. 5.1.2. Mr Ravi Kadam, learned Senior Counsel, further submitted that at the moment, the Resolution Plans submitted could probably be called "deferred resolution." While it may not be the best possible plans, they are the only are the only viable workable plans at the moment. 5.1.3. Mr Ravi Kadam also submitted that a hard commercial decision has been taken by the CoC to accept the Resolution Plans. Further, in the credit....
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....ses to rectify and maintain this asset. (d) Claims against third parties: The RA hopes to realise about Rs.700 crore from claims against third parties. Further, accrued billing revenue has been valued by one valuer at zero and the other at Rs.128 crore. However, the RA does not hope to realise anything in this behalf. Mr Pradeep Sancheti submitted that if the corporate applicants are ordered to be liquidated, all four asset categories would tend to become NIL. 5.2.4. On the other hand, the Resolution Plan is aimed at maximising the value of assets of the corporate applicants, as follows: - (a) Given the nature of business of the corporate applicants and the current economic position, the Resolution Plans will ensure maximisation of value of the assets of the corporate applicants through the proposed sale of the Right to Use spectrum. (b) It is submitted in this regard that a bare perusal of the terms of the prototype licence agreement issued by the DoT clearly suggests that in the event of a liquidation, the licence will be liable to be terminated. In terms of clause 10.2(c) of the Licence Agreement for provision of Unified Access Services circulated b....
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....ree weeks." (b) Generated Funds: These are funds which are comprised of proceeds from the assets monetised, recoveries made under certain identified litigations / claims pursued on behalf of the corporate applicants and by transfer of certain tax benefits including unabsorbed depreciation and carry-forward losses. (c) Infused Funds: Additionally, the Resolution Applicant will be infusing upfront equity to the tune of Rs.11 crore collectively in the corporate applicants, which is required to kickstart the scaled down business operations as envisaged under the Resolution Plans. 5.2.6. The aforesaid funds will be utilised as follows: (a) Firstly, the funds will be used towards payment of the CIRP costs. (b) A corpus titled "Expense Reserve" will be created of an amount of Rs.72 crore for meeting the various expenses incurred in operating the businesses of the corporate applicants. (c) Thereafter, the said funds will be utilised for payment to various categories of creditors, as follows: (i) Workmen: The collective proposal in the three resolution plans is Rs.94.1 lakh or the liquidation values, whichever is higher, to b....
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....far as the reliefs and concessions proposed in the Resolution Plan in clause 9 is concerned, Mr Pradeep Sancheti, learned Senior Counsel, urged that this be granted in full. 5.3. Submissions of Mr Chetan Kapadia, learned Counsel for the CoC 5.3.1. Mr Chetan Kapadia, learned Counsel appearing for the CoC, completely agreed with the submissions of the learned Senior Counsel for the RP and for the RA. He, however, added that at the end of the process, there was only one RA who was found to be compliant with the stipulations laid down in IBC and the regulations framed thereunder. The one other prospective RA, Eight Capital, backed out during negotiations. 5.3.2. Mr Chetan Kapadia, learned Counsel, submitted that the inferior economic outcome in the event of liquidation, arising out of the possible loss of value attributable to the spectrum, weighed in the minds of the CoC in recommending this resolution plan for approval. 6. Decision of the Adjudicating Authority 6.1.1. We have perused the three IAs and the Resolution Plans. We have also heard at length Mr Ravi Kadam, learned Senior Counsel for the RP, Mr Pradeep Sancheti, learned Senior Counsel for the RA, and Mr Chetan....
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.... (i) where a resolution plan has not been approved or rejected by the Adjudicating Authority; (ii) where an appeal has been preferred under section 61 or section 62 or such an appeal is not time barred under any provision of law for the time being in force; or (iii) where a legal proceeding has been initiated in any court against the decision of the Adjudicating Authority in respect of a resolution plan; (c) provides for the management of the affairs of the corporate debtor after approval of the resolution plan; (d) the implementation and supervision of the resolution plan; (e) does not contravene any of the provisions of the law for the time being in force; (f) conforms to such other requirements as may be specified by the Board. 22 The relevant regulation is regulation 39(3) of the Insolvency & Bankruptcy Board of India ((Insolvency Resolution Process for Corporate Persons) Regulations, 2016, which stipulates that - "the committee shall evaluate the resolution plans received under sub-regulation (1) strictly as per the evaluation matrix to identify the best resolution plan and may approve it with such modification as....
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....tion plan as on the date of commencement of the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2018." 6.2.2. Section 31 of the IBC which empowers the Adjudicating Authority to approve or reject the resolution plan, reads as follows: - "31. Approval of Resolution Plan. - (1) If the Adjudicating Authority is satisfied that the resolution plan as approved by the committee of creditors under sub-section (4) of section 30 meets the requirements as referred to in sub-section (2) of section 30, it shall by order approve the resolution plan which shall be binding on the corporate debtor and its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force, such as authorities to whom statutory dues are owed, creditors, guarantors and other stakeholders involved in the resolution plan. Provided that the Adjudicating Authority shall, before passing an order for approval of resolution plan under this sub-section, satisfy that the resolution plan has provisions for its effective implementation. (2) Where ....
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....Plan. Our observations are as follows: - (a) The total loan amount outstanding to all Financial Creditors(Financial Creditor), by all the three companies is approximately Rs.58,760 crore. whereas the successful the Resolution Applicant has proposed to pay Rs.19,600 crore. Out of this Rs.19,600 crore, approximately Rs.6,630 crore is to be paid by way of ZOCDs and balance amount of Rs.12,970 crore is given up. (b) Only Rs.11 crore is brought upfront by the Resolution Applicant and balance by various ways, such as asset monetisation, sale of the right to use spectrum (Rs.800 to Rs.1300 crore) is the most feasible option, sale of equipment, sale of real estate, towers, etc. (Rs.100 to Rs.150 crore), sale of fibre assets, proceeds from realisation of claims, proceeds from benefit of carry forward losses and unabsorbed depreciation. (c) The Resolution Applicant would retain a fraction of the business which is expected to generate approximately Rs.69 crore, Rs.98 crore, Rs.125 crore for the first three years. The Resolution Applicant states that this is the most viable strategy. (d) 76% of Equity shares would be allotted to the Resolution Applicant at f....
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....xpenditure towards CIRP costs, which is the cost to be borne by the Resolution Applicant before other costs or dues are paid. Further, the total cost of CIRP of all the corporate applicants is Rs.298.48 crore approximately, as mentioned in the Resolution Plan. (5) Monetisation of unabsorbed depreciation of Rs.22,116 crore and carry forward business losses of Rs.23,895 crore of both Aircel Limited and Dishnet Wireless Limited, totalling to Rs.46,011 crore approximately and realisable value is Rs.4000 crore approximately. (6) In the event of a contingency as mentioned in para 4.8.5 of this order, the outstanding ZOCDs shall be converted into equity in a way that financial creditor will hold 74% of the equity and the Resolution Applicant 26%. (7) The Resolution Applicant will engage with a prospective buyer of these tax benefits and merge the corporate applicants with such prospective buyers. The shareholders of the corporate applicants will get shares in such prospective buyer which can be monetised to realise the value which would actually be the consideration for sale of unabsorbed depreciation and carry forward losses. 6.3.3. Further as per various pr....
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....will therefore be entitled to the profits from the scaled down operations of the Corporate Applicants. However, nowhere in the plan has it been mentioned as how much 24% of equity translates into and what the source of funds for the same would be, whether the same is tied up, etc. It is also not mentioned how much approximately amount, percentage will be realised, redeemed and to be converted in to equity etc. in case of any shortfall from the projected realisation, the ways of compensating the same etc. 6.3.10. A bare reading of this entire proposal is very optimistic at best and comes with lot of uncertainties. Therefore, the plan does not appear to a Resolution plan but appears to be a winding up, liquidation plan while just retaining a small portion of the business operations of the corporate applicants. 6.4. Supreme Court judgments 6.4.1. In K. Sashidhar v Indian Overseas Bank & others, (2019) 12 SCC 150, decided by Hon'ble Supreme Court on 05.02.2019 the Hon'ble Supreme Court examined the situations arising in terms of section 31 of the IBC and held that the legislature has not endowed the adjudicating authority (NCLT) with the jurisdiction or authority to analys....
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....ty (NCLT) nor the appellate authority (NCLAT) has been endowed with the jurisdiction to reverse the commercial wisdom of the dissenting financial creditors. ..." 6.4.5. Mr Ravi Kadam, learned Senior Counsel appearing for the RP, Mr Pradeep Sancheti, learned Senior Counsel appearing for the RA, and Mr Chetan Kapadia, learned Counsel appearing for the CoC, all stressed on this judgment of the Hon'ble Supreme Court and urged that the resolution plan as approved by the CoC be approved in respect of all the three corporate applicants. 6.4.6. In Committee of Creditors of Essar Steel India Limited v Satish Kumar Gupta & others, (2019) SCC Online SC 1478, decided on 15.11.2019 the Hon'ble Supreme Court noticed the decision in K Sashidhar (supra) and held that - "54. ... Thus, while the Adjudicating Authority cannot interfere on merits with the commercial decision taken by the Committee of Creditors, the limited judicial review available is to see that the Committee of Creditors has taken into account the fact that the corporate debtor needs to keep going as a going concern during the insolvency resolution process; that it needs to maximise the value of its assets; that t....
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.... shall have affirmative voting rights. Implementation of the Resolution Plan Yes Clause 5 The following steps have been envisaged: 1. Existing share capital shall be extinguished, and fresh equity capital shall be infused, wherein the RA shall hold 76% and the FCs shall hold 24%. 2. ZOCDs to the extent of Rs.6630 crore shall be given to the FCs. 3. At the end of five years, even if ZOCDs remain unpaid in part, they will be converted into equity, such that the FCs put together will become 74%. Therefore, the value of the FCs is not diminishing at all Contraventions of law, if Any No Clause 2.6(c) No comments are necessary. 6.5.2. We have examined the relevant clauses of the Resolution Plan and find the same to be in conformity with the law. Further, the Resolution Plan has provisions for its effective implementation. 6.6. Approvals from regulatory authorities 6.6.1. Approval of the Competition Commission of India (CCI) under sections 5 and 6 of the Competition Act, 2002, has already been obtained by the RA. Clause 5.14.1 at p.38 of the Resolution Plan. 6.6.2. The RA is an asset reconstruction company, having been licensed to act as such by R....
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....tion 2(18) of the Income Tax Act, 1961. Having said that, the change in the shareholding of the Corporate Debtor pursuant to this Resolution Plan approved by the NCLT shall not result in lapse of any losses of the Corporate Debtor that are brought forward Granted. 9.1.4. The Central Board of Excise and Customs to not void the transactions contemplated under the Resolution Plan (including a potential sale of Assets) under section 81 of the Central Goods and Service Tax Act, 2017 and not impose any successor liability on the Resolution Applicant and the Corporate Debtor. Granted. 9.1.5. The Corporate Debtor and the Resolution Applicant shall not be required to deal with the Dissenting Financial Creditors in any manner other than as provided in the Code Granted. 9.1.6. The requirement of adding "and reduced" in the name of the Corporate Debtor to be dispensed with (on account of reduction of share capital of the Corporate Debtor). This requirement is no longer there under the Companies Act, 2013. This existed only under section 102(2)(a) & 102(3) of the Companies Act, 1956. 9.1.7. The approval of the Resolution Plan by the NCLT shall be deemed to ha....
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.... permanently. The Resolution Applicant shall be granted a waiver, from all actions, proceedings or penalties under any Applicable Law for any noncompliance, for an additional period of 12 (twelve) months starting from the day following the Effective Date. This in effect amounts to - (1) extension of the period of moratorium; and (2) encouragement to violate the law; both of which cannot be accepted. On and from the Appointed Date, the RA shall be responsible for all compliances with the law of the land. 9.1.10. All actions undertaken pursuant to implementation of the Resolution Plan approved by the Adjudicating Authority shall be deemed to be exempt from all Taxes, levies, fees, transfer charges, transfer premiums and surcharges duty that arise from or relate the implementation of the Resolution Plan. No such blanket approval can be given. The RA is, however, free to bring specific matters to the notice of the Adjudicating Authority for a decision thereon. 9.1.11. The Resolution Applicant (and its Affiliates) and any future buyers of the Assets of the Corporate Debtor including Right to Use Spectrum and AL Fibre and IE Business shall not be liable, in any wa....
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....btor or to which the Corporate Debtor is entitled to or accustomed to, which have expired on or prior to the Approval Date or the Effective Date, shall be renewed by the Governmental Authority on an expedited basis and pending receipt of such Business Permits, the Corporate Debtor shall be permitted to continue to operate its business so as to implement the Resolution Plan until renewed by the Relevant Authority, whichever is later. The RA shall make necessary applications to the concerned regulatory or statutory authorities for renewal of such business permits, and such authority shall consider the same keeping in mind the objectives of the IBC, which is to enable resolution of the corporate debtors in a time-bound manner for maximisation of value of assets of such corporate debtors. Such authorities shall also bear in mind that the RA is acquiring the corporate debtors on a "going concern" basis. 9.1.15. If any Governmental Authority has suspended, cancelled, revoked or terminated any Business Permits of the Corporate Debtor; or any Relevant Authority has threatened to suspend, cancel, revoke or terminate any Business Permits or where the Corporate Debtor has been in bre....
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.... 9.1.17. No Governmental Authority (including regulatory, judicial and quasi-judicial authority) shall issue any orders, directions, decrees, judgments, etc. that will be in contravention of the provisions of the Resolution Plan. The RA shall make necessary applications to the concerned regulatory or statutory authorities for renewal of such business permits, and such authority shall consider the same keeping in mind the objectives of the IBC, which is to enable resolution of the corporate debtors in a time-bound manner for maximisation of value of assets of such corporate debtors. Such authorities shall also bear in mind that the RA is acquiring the corporate debtors on a "going concern" basis. 9.1.18. Any approvals that may be required from Governmental Authorities (including Tax authorities) in connection with the implementation of the Resolution Plan including on account change in ownership/ control of the Corporate Debtor shall be deemed to have been granted on the Approval Date Granted. 9.1.19. Access to Assets of the Company: Upon approval of this Resolution Plan by Adjudicating Authority, each of the lessors/ owners of the Assets where the Company condu....
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....abilities, damages or claims arising therefrom, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, in relation to any period prior to or post the Effective Date (in respect of terminating contracts), or on account of the measures and implementation plan contemplated under this Resolution Plan pursuant to all the aforesaid contracts and approvals/ clearances (including those being terminated) including termination of these contracts shall be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. Granted. However, the RA shall make formal applications to the concerned regulatory or statutory authorities for renewal of such business permits, and such authority shall grant approval keeping in mind the objectives of the IBC, which is to enable resolution of the corporate debtors in a time-bound manner for maximisation of value of assets of such corporate debtors. Such authorities shal....
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.... any guarantee, indemnity, security, letter of credit or pledge provided by the erstwhile promoters of the Company) that was created/ granted/ arranged in connection with any Financial Debt or Operational Debt or any other debt or obligation of the Company (including in relation to its parent or sister concern) or to any other Person in favour of whom the Company has granted any guarantee or security, at any time prior to Approval Date (whether in favour of or for the benefit of a person appearing in the List of Creditors or not and any enforcement actions in this respect thereof) shall automatically fall away, revoked, cancelled and stand null & void as the case may be and all liabilities, claims and obligations in relation to such security, guarantee (including subrogation rights arising out of invocation of such guarantees), pledge, charge, fixed deposits, margin money, cash collateral Encumbrance or other form of collateral shall, stand permanently extinguished post Effective Date simultaneous with creating of Debenture Security Interest as contemplated above in Clause 5 of this Resolution Plan. Granted. 9.1.28. If any Person has any call option, put option or any righ....
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....mplementation of the Resolution Plan, including AL Fibre and IE Transaction or Spectrum Transaction or sale of any other Asset including approval of creditors will be waived or deemed to be taken upon approval of the Resolution Plan by the Adjudicating Authority. Granted, considering that the DoT was represented in all meetings of the CoC from the 3rd meeting onwards, and that the Resolution Plan was also considered in their presence and no objection has been raised thereon. 9.1.31. Allowing transfer of Right to Use Spectrum to any of the Proposed Spectrum Buyers free of any Encumbrance including any Encumbrance from DoT. Granted, considering that the DoT was represented in all meetings of the CoC from the 3rd meeting onwards, and that the Resolution Plan was also considered in their presence and no objection has been raised thereon. 9.1.32. Waiver of Tax on account of writing back/reduction of any debt pursuant to the Resolution Plan. Granted. 9.1.33. DoT shall approve the implementation of the Resolution Plan, including the Spectrum Transaction and AL Fibre and Business Transaction, if such an approval is required. Granted, considering that the DoT w....