TaxTMI 
TaxTMI 
2022 (6) TMI 282
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....ns i.e. IA No.348 of 2021 and IA No.155 of 2022 are taken up together for discussion, being interrelated and interconnected. IA 348/2021 This application has been filed on behalf of the Unsuccessful Resolution Applicant, namely, M/s Shreeji Cotfab Ltd. (hereinafter referred to as the 'applicant') under Section 60(5) of the Insolvency and Bankruptcy Code, 2016, (hereinafter referred to as the 'Code') against the approval of plan being barred under Section 29A(f) of the Code, seeking, inter alia, the following reliefs:- a) Pass any order, direction for rejecting the Resolution Plan in view of the disqualification provided under Section 29-A (f) of the Insolvency and Bankruptcy Code, 2016; b) Direct the Resolution Professional to place the present Applicant's Resolution Plan for consideration before the Committee of Creditors; 2. Brief facts necessary for adjudication of the present application are that M/s Phoenix Arc Private Limited ('financial creditor') had filed an application under Section 7 of the Code before this Tribunal for initiation of Corporation Insolvency Resolution Process ('CIRP') against M/s GPI Textiles Limited 'corporate debtor'). This Tr....
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....se affidavit stating his compliance to Section 29 A of the Code even though at the time of filing the said affidavit he was aware that the facts were to the contrary. 7. It is stated by the applicant/unsuccessful resolution applicant that as per the information available in public domain on the website of www.bse.com and www.nseindia.com, it is clarified that due to non-compliance of SEBI circular dated SEBI/HO/MRD/DSA/CIR/P/2016/110 dated 10.10.2016, M/s Aggarsain Spinners Ltd. and it's Directors were restricted/barred from accessing the securities market with effect from 27.03.2018 till further orders, for a period of 10 years and the said information being available on public domain was overlooked by the Resolution Professional. Copies of relevant extract of the information available on www.bseindia.com and www.nseindia.com have been annexed as Annexure A-4 and A-5 respectively, to the instant application. 8. It is further stated that as per the Notice No. 20180328-44 dated 28.03.2018 of BSE, the Exchange had shared the details of the non-compliant Exclusively Listed Companies and its Promoters/Directors with the Depositories on 22.03.2018, 23.03.2018, 26.03.2018, 27.03.20....
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....the said matter is also pending approval of this Tribunal. 12. It is submitted by the applicant that the disqualification under Section 29- A of the Code is sacrosanct for the eligibility of the Resolution Applicant to file a Resolution Plan and therefore no discretion can be exercised to overlook its disqualification. 13. Notice of this application has been given to the respondents. Reply on behalf of respondent No.1/Resolution Professional was filed vide Diary No.00842/01 dated 22.07.2021, wherein he has denied all the averments/submissions made in the application and has stated that the applicant being unsuccessful resolution applicant has no locus standi to file the present application. 14. In the reply, while detailing the facts of CIRP chronologically, respondent No.1/Resolution Professional (hereinafter referred to as 'Resolution Professional') stated that the CIRP proceedings were duly conducted by him as per the provisions of the Code and underlying Regulations. The 6th Meeting of the CoC was convened on 17.12.2018, wherein Resolution Professional informed the members of CoC that pursuant to publication of Form G dated 15.09.2018, Resolution Professional received ....
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.... submission of the resolution plan and approval of the resolution plan by the CoC is illegal as Resolution Applicant was debarred by the SEBI from accessing the securities market. Thus, he filed an additional affidavit vide Diary No.00977/6 dated 05.07.2021 apprising this Tribunal regarding the information/documents brought on record by Ayat Processors in the matter of corporate debtor. 18. It is alleged by Resolution Professional that the applicant has filed this application with the intention to derail and cause hindrance in the approval of the resolution plan, which has already been approved by the CoC. According to Resolution Professional, he being an officer of the Court does not have any power or jurisdiction to adjudicate upon the question of eligibility of the successful resolution applicant and he has left this issue for adjudication on this Tribunal. 19. Reply on behalf of Resolution Applicant was filed vide Diary No.00842/2 dated 22.07.2021, wherein it is stated that the present application is false, frivolous and motivated by applicant for stalling the proceedings for consideration of the resolution plan. It is further stated that Resolution Professional has alrea....
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....lying that only SEBI could pass the order contemplated in the notice dated 28.03.2018. Even there could be no delegation of such power to BSE/NSE by SEBI. 22. It is submitted by Resolution Applicant that in compliance of these circulars, Resolution Applicant took a decision to get the shares listed on Metropolitan Stock Exchange of India (MSEI) and submitted listing application on 26.12.2017, within the timelines and paid the listing fees on 22.12.2017 and also informed BSE of the same and also submitted Plan of Action to BSE. According to Resolution Applicant, the said notice of BSE dated 28.03.2018 was a communication between the Stock Exchange and SEBI, and Resolution Applicant was not a party to it and no order of prohibiting Resolution Applicant from accessing the capital market was ever passed by SEBI, which at the most could be said to be a recommendation. 23. It is further submitted by Resolution Applicant that on 29.10.2020, it received information from SBI where it had submitted proposal for raising the funds. It was informed through e-mail that they have found Resolution Applicant's promoters/directors are in the debarred list of BSE for accessing the capital marke....
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....diligently besides the Resolution Applicant having concealed the factum of his disqualification under Section 29A(f). 26. In support of his arguments, the learned counsel for the applicant has placed reliance upon a decision given by the Hon'ble Supreme Court in the case of Arcelormittal India (P) Ltd. versus Satish Kumar Gupta; (2019) 2 SCC 1, wherein it is held that:- "80. However, it must not be forgotten that a Resolution Professional is only to "examine" and "confirm" that each resolution plan conforms to what is provided by Section 30(2). Under Section 25(2)(i), the Resolution Professional shall undertake to present all resolution plans at the meetings of the Committee of Creditors, This is followed by Section 30(3), which states that the Resolution Professional shall present to the Committee of Creditors, for its approval such resolution plans which confirm the conditions referred to in sub-section (2).This provision has to be read in conjunction with Section 25(2)(i), and with the second proviso to Section 30(4), which provides that where a resolution applicant is found to be ineligible under Section 29-A(c), the resolution applicant shall be allowed by the Comm....
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....esignated stock exchange" and these ELC's were required to exercise one of the two options as mentioned in para 4.c (Raising Capital for listing on Nationwide Stock Exchange) or 4.d (Procedure to provide exit to investors) of the circular. In furtherance of exercise of the options, the actions contemplated for non-compliance was specified under Para 6 of the Circular which provides as under:- "6. Action against companies remaining on the DB. a. Any promoter or director whose company is on the DB and has failed to demonstrate adequacy of effort for providing exit to their shareholders in conformity with the exit mechanism as provided in the circular shall be for liable for the, inter alia, action:- The company, its directors, its promoters and the companies which are promoted by any of them shall not directly or indirectly associate with the securities market or seek listing for any equity shares for a period of ten years from the exit from the DB." In furtherance, to this circular, vide another circular SEBI/HO/MRD/DSA/CIR/P/2017/92 dated 01.08.2017, the SEBI has extended the time period upto 30.06.2017 for compliance of pending exit offer to sharehold....
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....solution Applicant accepted the correctness of the debarment order dated 01.08.2017 and 28.03.2018. 33. It is further submitted by learned counsel for the applicant that if according to the Resolution Applicant, the aforementioned circulars issued by the SEBI are unenforceable and no direction was passed to the Resolution Applicant by SEBI, then validity of the circulars could have been challenged, but the same has not been done. Hence, the Resolution Applicant cannot now dispute the validity of the said circular. It is also added by learned counsel for the applicant that even a wrong order needs to be challenged and if not challenged, allowed to attain finality is binding. 34. In support of his arguments, learned counsel for the applicant has placed reliance on the following decisions: - i. Authorized Officer (Land Reforms) V/s MM Krishanmurthy Chetty 1998 (9) SCC 138 ii. Lal Bahadur Gautam V/s State of UP; 2009 (6) SCC 41 iii. PS Gopinath V/s State of Kerala; 2008(7) SCC 70 iv. Malthesh Gudda Pooma V/s State of Karnataka; 2011 (15) SCC 330 35. It is further contended by learned counsel for the applicant that words 'prohibition' and 're....
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....count of tremendous growth of the capital market characterized particularly by increasing participation of the public, to sustain confidence in the capital market it was considered essential to ensure investors' protection. Accordingly, it was decided to vest SEBI with statutory powers, so as to enable it to deal effectively with all matters relating to the capital market." 37. Learned counsel for the applicant has further relied upon judgment dated 31.08.2012 passed by the Hon'ble Supreme Court in Civil Appeal No.9813 of 2011; Sahara India Real Estate Corporation Limited and Ors. Versus Securities and Exchange Board of India and Anr., wherein it is held as under:- "103. The first step would be to venture an understanding of section 11 of the SEBI Act, so as to grasp the effect and reach thereof. Sub-section (1) of section 11 of the SEBI Act casts an obligation on the SEBI, to protect the interest of investors in securities, to promote the development of the securities market, and to regulate the securities market, "by such measures as it thinks fit". It is, therefore, apparent that the measures to be adopted by the SEBI in carrying out its obligations are couched in op....
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....solution Applicant. It is submitted that clarification is a species of amendment which can only be of pleading as per well settled proposition of law. It is further submitted that it is unheard of in legal parlance that a party wished to clarify, rather amend the evidence and not even a single judgment, provision of law or principle has been cited by the Resolution Applicant either in the affidavit or during the course of arguments, whereby evidence can be altered, amended or clarified. Pleadings only can be clarified. Information memorandum is not a pleading but is an evidence, therefore no clarification is permissible and moreover, the additional affidavit has been filed without taking any permission from this Tribunal and at best it can be treated to be a request for clarification to MSEI and till today such request has not been accepted. It is well settled that a relief claimed, not granted is deemed to be declined. Even though CPC is not applicable, but general proposition and principles of law are applicable. Hence, it is prayed that additional affidavit filed by the Resolution Applicant may be taken off the record as it is an afterthought, beyond any legal sanctity and conta....
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....y No.844/04 dated 02.02.2022. 42. It is further argued that the independent notice of BSE is immaterial to the present controversy in as much as admittedly, BSE did not have any delegation of powers by SEBI to pass any orders of "prohibition". Consequently, whether the notice/reversal by BSE was prospective or retrospective, is also irrelevant. 43. It is further alleged that the applicant is blowing hot and cold in the same breath. On one hand, the applicant is saying that the Resolution Applicant has been debarred w.e.f. 28.03.2018, date of BSE notice and that BSE has not declared the Resolution Applicant debarred as there is no delegation of such power from SEBI, while on the other hand the Applicant is saying that the Resolution Applicant has been debarred by way of Administrative Circular dated 01.08.2017 and moreover, the circulars do not relate to "prohibition" and no such word is used in the circular. Hence, both the circulars issued by SEBI are administrative circulars and there is no occasion to either question the legality of the administrative circulars or to challenge the same on the part of the Resolution Applicant. 44. In support of his arguments, learned cou....
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....ant has issued a clarification to Metropolitan Stock Exchange on information memorandum vide e-mail dated 01.02.2022 (Annexure A to additional affidavit) regarding response in information memorandum under the prescribed heading "Prohibition by SEBI". According to learned counsel for the Resolution Applicant, the information memorandum on 04.11.2020 has been submitted as per prescribed proforma and under the heading "PROHIBITION BY SEBI", which is also prescribed heading, it was responded that as an inadvertent error with an unintended ignorance the word SEBI has been used. It is hereby clarified that SEBI has never restrained/prohibited the Directors/Promoters of our company to either access or trade in the capital market. BSE and not SEBI had initiated an action for 'restraint', which do not attain any finality and further has been reversed by BSE. Accordingly, it is submitted by learned counsel for the applicant that the application deserves to be dismissed with exemplary costs. 45. Learned counsel for the Resolution Professional has argued in terms of his reply. According to learned counsel for the Resolution Professional, an unsuccessful resolution applicant is neither a ....
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....sed by the Hon'ble National Company Law Appellate Tribunal in the Company Appeal (AT) (Insolvency) No.969 of 2020; Hindustan Oil Exploration Company Versus Erstwhile Committee of Creditors JEKPL (P) Ltd., wherein it was held that unsuccessful resolution applicant has no locus standi to challenge the implementation of the Resolution Plan and while dismissing the appeal, the Hon'ble NCLAT observed as under:- "If the terms of the approved Resolution Plan of Successful Resolution Applicant have been varied or time extended to facilitate its implementation and the creditors have not claimed any prejudice on that count and the Committee of Creditors comprising of the creditors as stakeholders has not objected to same rather been privy to it on account of hardship due to prevailing circumstances, the Appellate cannot be permitted to cry foul." It is submitted that Civil Appeal No.2 of 2021 against the aforesaid order was filed before the Hon'ble Supreme Court and the Hon'ble Supreme, vide order dated 28.01.2021, dismissed the said appeal. 50. Learned counsel appearing for Phoenix Arc Pvt. Ltd. (Member of Committee of Creditors) has also placed reliance on order dated 15.03.....
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....ission of Resolution Plan and subsequently become eligible, he can be considered. The argument of the Resolution Applicant regarding para 63 and 64 of the judgment that in the case, resolution plan was permitted to continue inspite of being ineligible, is not applicable to the facts of this case because of the following reasons:- i. In the cited case, Resolution Plan had already been approved and implemented and proceeded quite far of leading to investment of Rs.63 Crores. Contrary to the same, in the case in hand, neither resolution plan has been approved, nor implemented, and not even a penny has been infused. ii. Secondly, in the cited case, public importance projects (para 63) were already undergoing by the resolution applicant pursuant to approval of resolution plan, which could have been disrupted. On the contrary, in the case in hand there is no such public importance projects are being continued. iii. Thirdly, the Hon'ble Supreme Court in para 64 itself had that this finding of permitting resolution applicant to continue is only in the present case on peculiar facts and never intended to be laid down or quoted as precedent. Hon'ble Supreme Court c....
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....e said information (Annexure A-1(Colly) on or before 24.02.2022, when this Tribunal had reserved the orders in the aforementioned applications. It is prayed by the applicant that Annexure A-1 (Colly) may be taken on record and appropriate orders may be passed, in the interest of justice. 55. Notice of this application was issued to the respondents, who have filed the replies. 56. Respondent No.1/Resolution Professional has not filed his reply, however, short reply has been filed on behalf of Phoenix ARC Private Limited, Member of the committee of creditors, wherein it is stated that the information, Annexure A-1(Colly) filed by the applicant/successful resolution applicant may be taken on record and no other issue/arguments is required at this stage as it would tantamount to re-hearing of the applicant as the matter is considerably delayed and appropriate orders may be passed on merits. 57. On the other hand, in its reply, it is submitted by Shreeji Cotfab Limited, respondent No.2/unsuccessful resolution applicant that the applicant has filed the instant application to the detriment of all parties as the same has been filed after much delay and after the arguments have bee....
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....bmitted that SEBI has categorically informed that the stock exchanges and depositories were to ensure compliance with the circular requirements. The applicant had earlier argued that directions of stock exchanges are only recommendatory, whereas the reply of the SEBI makes it clear in no uncertain terms that the stock exchanges and depositories were to ensure compliance and accordingly, respondent No.2 had prayed for dismissal of the application with imposition of exemplary costs. 62. All the parties have argued in terms of their respective applications and replies thereto. 63. After hearing the parties and careful perusal of the facts and circumstances as well as law relied upon and cited by learned counsel for the parties, we are of the considered view that there are mainly three points for determination, which are as under:- i) Whether the Unsuccessful Resolution Applicant is having any locus standi to file the application challenging the eligibility of successful resolution applicant for presenting and approval of the resolution plan? ii) Whether successful resolution applicant, namely, M/s Aggarsain Spinners Limited, is eligible under Section 29A(f) of ....
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....lity of the Successful Resolution Applicant for submitting the resolution plan, much less can it be said to be an abuse of the process of law with some vested interest. The fact whether the Successful Resolution Applicant was eligible under Section 29A of the Code or not will be discussed in detail hereinafter, while dealing with second point of determination. 65. Now coming to the second point of determination that whether the Successful Resolution Applicant, namely, M/s Aggarsain Spinners Limited is eligible under Section 29A(f) of the Code or not? It is contended by learned counsel for the applicant that Successful Resolution Applicant is debarred by SEBI from accessing the securities market at the time of submission as well as approval of the resolution plan by the committee of creditors, thus, was ineligible under Section 29A(f) of the Code. 66. Whenever a plan is submitted under Section 30(6) of the Code for approval of the resolution plan before the Adjudicating Authority then under Section 31 of the Code, the Adjudicating Authority has to satisfy itself that it meets the requirement as referred to under sub-section (2) of Section 30 of the Code. The relevant provision....
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....ub-section (1) of section 53, whichever is higher, and provides for the payment of debts of financial creditors, who do not vote in favour of the resolution plan, in such manner as may be specified by the Board, which shall not be less than the amount to be paid to such creditors in accordance with sub-section (1) of section 53 in the event of a liquidation of the corporate debtor. Explanation 1. - For removal of doubts, it is hereby clarified that a distribution in accordance with the provisions of this clause shall be fair and equitable to such creditors. Explanation 2. - For the purpose of this clause, it is hereby declared that on and from the date of commencement of the Insolvency and Bankruptcy Code (Amendment) Act, 2019, the provisions of this clause shall also apply to the corporate insolvency resolution process of a corporate debtor- (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 ....
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....y whether the Resolution Applicant is eligible under Section 29A of the Code. It has been held by the Hon'ble National Company Law Appellate Tribunal, Principal Bench, New Delhi in Canara Bank versus Ms. Mamta Binani and Others; (2022) ibclaw.in 01 NCLAT that before the resolution plan is submitted before the committee of creditors, it is the bound duty of the Resolution Professional to scrutinize that the resolution plan furnished by numerous applicants is complete in all aspects, before presenting it to the committee of creditors. A 'Resolution Professional' is not required to take any decision but he is to confirm that the Resolution Plan does not violate any of the provisions of Law for the time being in force (including Section 29A of the Code). Thus, suffice for this 'Tribunal' to pertinently point out that an ex-facie opinion is to be offered to the 'committee of creditors' by the 'Resolution Professional' that the law was violated. It is also the duty of the 'Resolution Professional' to determine as to whether the eligibility criteria of the Resolution Applicant prescribed in Section 29-A of the Code are satisfied. The Resolution Professional has to consider the objections ....
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....associate with the securities market or seek listing for any equity shares for a period of ten years from the exit from the DB. b. Freezing of shares of the promoters/directors. c. List of the directors, promoters etc. of all non-compliant companies as available from the details of the company with NSE/BSE shall be disseminated on SEBI website and shall also be shared with other related agencies. d. Attachment of bank accounts/other assets of promoters/directors of the companies so as to compensate the investors. 3. xx xx xx xx a. xx xx xx b. The non-compliant Exclusively Listed Companies, its directors, its promoters and the companies which are promoted by any of them shall not be eligible to access the securities market for the purposes of raising capital till the promoters of such non-compliant Exclusively Listed Companies provide an exit option to the public shareholders in compliance with SEBI circular dated October 10, 2016, as certified by the concerned Designated Stock Exchanges. c. xx xx xx 4. xx xx xx xx 5. The concerned Designated Stock Exchanges and Depositories shall co-ordinate with each ....
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....s market, by such measures as it thinks fit. (2) Without prejudice to the generality of the foregoing provisions, the measures referred to therein may provide for- (a) regulating the business in stock exchanges and any other securities markets; (b) registering and regulating the working of stock brokers, sub-brokers, share transfer agents, bankers to an issue, trustees of trust deeds, registrars to an issue, merchant bankers, underwriters, portfolio managers, investment advisers and such other intermediaries who may be associated with securities markets in any manner; [(ba) registering and regulating the working of the depositories, [participants], custodians of securities, foreign institutional investors, credit rating agencies and such other intermediaries as the Board may, by notification, specify in this behalf;] (c) registering and regulating the working of 15[venture capital funds and collective investment schemes], including mutual funds; (d) promoting and regulating self-regulatory organisations; (e) prohibiting fraudulent and unfair trade practices relating to securities markets; (f) promoting investor....
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....ange where the Board has reasonable grounds to believe that such company has been indulging in insider trading or fraudulent and unfair trade practices relating to securities market.] 71. Learned counsel for the applicant has rightly placed reliance upon judgment dated 31.08.2012 passed by the Hon'ble Supreme Court in Sahara India Real Estate Corporation Limited (supra), wherein it is held as under:- "The reason for the instant inference is, that sub-section (2) does not curtail the powers and functions vested with the SEBI under sub-section (1) of section 11 of the SEBI Act as subsection (2) aforementioned commences with the words "Without prejudice to the generality of the foregoing provisions...". This expression obviously preserves, the power vested in the SEBI under sub-section (1) of section 11 of the SEBI Act, to protect the interest of investors in securities and to promote the development and to regulate the securities market "by such measures as it thinks fit". Furthermore, sub-section (2) of section 11 of the SEBI Act, after making a reference to the measures generally referred to in sub-section (1) empowers/authorizes that SEBI "may provide for" a series of ....
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.... SEBI when it has got ample open-ended powers to delegate its regulatory function to any other authority including BSE. 73. It is worthwhile to note that there are admissions on the part of resolution applicant about the prohibition by SEBI in the information memorandum dated 04.11.2020 which has been placed on record through IA No.356/2021 under the heading prescribed "prohibition by SEBI", it is admitted by Resolution Applicant that there was prohibition by SEBI debarring the Resolution Applicant from accessing the capital market/securities for a period of 10 years. However, a reference has been made to BSE by the resolution applicant that it has been inadvertently mentioned and has been clarified vide e-mail dated 01.02.2022, which has been placed on record vide additional affidavit filed vide Diary No.844/04 dated 02.02.2022, but this additional affidavit filed by the Resolution Applicant is of no consequence because firstly, the same was filed during the course of hearing the arguments in this case and purposedly the same has been filed to fill up the lacuna in the case of resolution applicant. Secondly, there is no provision under the law that the information memorandum da....
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.... S. Advani (supra) relied upon by the learned counsel for the Resolution Applicant are not applicable to the facts and circumstances of the case in hand. Thus, the circular vide which SEBI informed to the BSE to ensure the compliance of the directions passed by the SEBI, Resolution Applicant was non-compliant of the direction given by SEBI, therefore, it was rightly and legally barred by BSE from accessing the securities market. 75. It may be further noted that according to the applicant, it had come to know on 29.12.2020 from SBI when a proposal for raising fund was submitted that promoters and directors of the resolution applicant are in debarred list of BSE from accessing the capital market for 10 years. Then a representation dated 28.01.2021 was made to BSE, upon which BSE revoked its recommendation on 16.02.2021 regarding the restraint status of resolution applicant. Thus, the resolution applicant was not a non-compliant of the circular issued by BSE, however, this contention of the Resolution Applicant is devoid of any legal force because firstly its admission on its part that Resolution Applicant was in the debarred list of BSE from accessing the securities market for 10 ....
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....application has been moved by one of the prospective investors Ms. Priyanka Sharma under the RTI Act before SEBI regarding administrative circulars dated 10.10.2016, 01.08.2017 as to whether SEBI prohibited/debarred any company, its promoters or directors under the same. It has been clarified by SEBI and shown correctly that it has not passed any order debarring or prohibiting any company or its promoters/directors under the said circulars. As discussed above, while taking into consideration the point of eligibility of Resolution Applicant at the time of submitting the resolution plan, it is evident that no such order was every passed by SEBI at any point of time on the basis of such circulars. The said order could have been passed under the quasi-judicial powers of the SEBI, but so far as regulatory functions of SEBI is concerned, the said power stands delegated to BSE as so clarified by SEBI in its reply to the application under the RTI Act that SEBI by circular dated 01.08.2017, inter alia, states that the concerned stock exchange and depositories shall coordinate with each other and ensure compliance with the circular requirement. Therefore, it can be said that under the quasi-....
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...., the Hon'ble Supreme Court in the authority (supra) has made clear in paragraph 64 that these finding of permitting the Resolution Applicant to continue is not having any precedential value because it was rendered in the peculiar set of facts in that case alone. Thus, the authority (supra) is distinguishable to the facts and circumstances of the case in hand. 79. Before parting with this judgment, a pertinent question crops up whether the Resolution Professional has discharged his duty diligently about verifying the eligibility of resolution applicant before submission of resolution plan to committee of creditors for discussion and approval. 80. As already discussed hereinbefore, while referring to the decision of Hon'ble NCLAT, Principal Bench, New Delhi in Canara Bank's case (supra), it is the bounded duty of the Resolution Plan to scrutinize the resolution plan furnished by numerous applicants is complete in all aspects, before presenting it to the committee of creditors. A Resolution Professional is not required to take any decision, but he is to confirm that the Resolution Plan does not violate any of the provisions of Law for the time being in force (including Section ....