TaxTMI 
TaxTMI 
2022 (12) TMI 276
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.... passing the 'impugned order' dated 16.03.2021 in IA(IBC)/13/KOB/2021 in TIBA/11/KOB/2019, had among other things, observed as under: 9. "The Applicant submitted that the Resolution Plan meets the requirement of Section 30 (2) of the Code in the following manner: A. Plan provides for the priority payment of CIRP costs in full from the fund to be infused by the Resolution Applicant. B. To pay the Operational Creditors of the Corporate Debtor in the manner indicated in Clause 5.1.18.1 of the Plan. C. The average Liquidation Value of the Corporate Debtor is INR 122,90,59,890/- and average Fair Value is INR 162,22,78,150/-. D. Provides management of the CD after approval of the resolution plan for operations of the Corporate Debtor in terms of Section 30(2)(c). E. Provides implementation and supervision of the Resolution Plan as per Section 30(2)(d). F. The Plan has been approved by CoC with 100% voting share. G. The Resolution Applicant has given a declaration that the Resolution Plan does not contravene any provisions of the law for the time being in force. 10. The Applicant has also submitted that the P....
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....proved the Resolution Plan by requisite percentage of voting share, then as per section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan as approved by CoC meets the requirements specified in Section 30(2). The Hon'ble Court observed that the role of the NCLT is 'no more and no less'. The Hon'ble Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is limited to scrutiny of the Resolution Plan "as approved" by the requisite percentage of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements. 15. In CoC of Essar Steel (supra) the Hon'ble Apex Court clearly laid down that the Adjudicating Authority would not have power to modify the Resolution Plan which the CoC in their commercial wisdom have approved. In para 42 Hon'ble Court observed....
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....at apart, the said Institution have a prior intention to grab the '3rd Respondent' / 'PVS Memorial Hospital Pvt. Ltd.', for a meagre sum. 7. It is represented on behalf of the Appellant that the 'Appellant', had paid more than Rs.12 Lakhs towards the 'GST', for the supply of the Medicines to the Corporate Debtor, wherein, no payment was made by them. Besides this, no provisions were made in the 'Plan', at least to return the GST sum, paid by the 'Appellant', in respect of the 'Sale of Medicine' to the 'Corporate Debtor'. 8. In reality, the Appellant had suffered an 'Overdraft Loan' of around Rs.3 Crores, by giving 'Collateral Security', for running a 'Firm', which is still a 'Financial Threat', to the Appellant's survival. The categorical plea of the Appellant that the 'Present Approval Plan' and the Order passed by the 'Adjudicating Authority', in approving the 'Resolution Plan', by allowing the IA(IBC)/13/KOB/2021 in TIBA/11/KOB/2019, are in 'Violation' of the 'existing laws' and 'principles of natural justice'. 9. The other emphatic stand of the Appellant is that itself and other Creditors were completely in dark about the proceedings of the '1st Respondent / Resolution....
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....ngredients of Section 11 of the Income Tax Act, do not visualize anything about Investments through a 'Resolution Plan', under the I & B Code, 2016. Therefore, it is the contention of the Appellant that, the act of the 'Resolution Applicant', is beyond the 'Contours of Law' and 'Violation of Section 30 (2) (e) of the Code', and hence, the 'Resolution Plan', submitted by the 'Resolution Applicant' is liable to be set aside. 17. The Learned Counsel for the Appellant points out that although the 'Approval of the Resolution Plan', rests with the 'Commercial Wisdom' of the 'Committee of Creditors', the 'discrimination', ought not to be apparent 'on the face of record'. 18. The 'Operational Creditors', are paid Rs. 1 Crore, while Rs.125 Crores is paid as 'consideration' to the 'Financial Creditors'. The ratio behind the 'Operational Creditors', not being given the power to exercise their 'wisdom', in the 'Approval of the Resolution Plan', is to curtail the 'decision making process' of the 'Resolution Plan'. That cannot be taken advantage of, by the 'Financial Creditors', and the conduct of the 'Financial Creditor' and the 'Resolution Applicant' is an 'abuse of process' and therefor....
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....nal'(demitted Office) and later became a 'Monitoring Agent', as per 'Order' in IA(IBC)/13/KOB/2021 in TIBA/11/KOB/2019) contends that Clause 5.1.18.3 clearly provides for the 'payment of dues of the 'Operational Creditors' of the 'Corporate Debtor'. Further, in the 'Resolution Plan' of Clause 5.1.18.3, payable to 'unsecured Financial Creditors and Operational Creditors', shall be paid in 'priority', as contemplated under the I & B Code, 2016. 24. The Learned Counsel for the Respondent Nos.1 & 3 adverts to Clause 5.1.18.2 & 5.1.18.3 of the Resolution Plan, which runs as under: "5.1.18.2: The Claim amount admitted being higher than the Plan Consideration; the same may not be enough to satisfy payments for Claims to all the Creditors. Any Claim pending unpaid shall stand extinguished, the Corporate Debtor / Demerged Properties / Resolution Applicant shall not be liable or responsible or obligated for such Claims and shall stand absolutely discharged and shall be free from all obligations (direct or incidental or related to such Claims). 15.1.18.3: Considering the above, although not required, over and above the Plan Consideration, the Resolution Applicant will pay....
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....rned Counsel for the Respondent Nos.1 & 3 puts forward a plea that a 'Fair Value' and the 'Liquidation Value' of the 'Corporate Debtor', arrived at by the respective groups of 'Registered Valuers', were not significantly different and therefore, there was no need to appoint another 'Registered Valuer', by the 'Resolution Professional', to furnish an estimate of the 'Value', computed in the same manner, as per 'Regulation 35(b) of 'CIRP Regulations'. 29. The Learned Counsel for the Respondent Nos.1 & 3 takes a stand that the 'Value', arrived at by the 'Registered Valuers', are only estimates, and the same cannot be construed as 'Accurate Value', of the 'Corporate Debtor'. 30. The Learned Counsel for the Respondent Nos.1 & 3 by pointing out 'Regulations 35 (2) of the CIRP Regulations', comes out with a plea that the '1st Respondent', had provided the 'Fair Value' and the 'Liquidation Value' of the 'Corporate Debtor' to the members of the 'Committee of Creditors', after the receipt of 'Resolution Plans' in accordance with the Code and regulations made thereunder and after obtaining the undertaking from the 'Committee of Creditors' members to the effect that they shall maintain c....
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....e arrived at by the valuers seems inequitable. Here, we feel the Court ought to cede ground to the commercial wisdom of the creditors rather than assess the resolution plan on the basis of quantitative analysis. Such is the scheme of the Code. Section 31(1) of the Code lays down in clear terms that for final approval of a resolution plan, the Adjudicating Authority has to be satisfied that the requirement of Sub-section (2) of Section 30 of the Code has been complied with. The proviso to Section 31(1) of the Code stipulates the other point on which an Adjudicating Authority has to be satisfied. That factor is that the resolution plan has provisions for its implementation. The scope of interference by the Adjudicating Authority in limited judicial review has been laid down in the case of Essar Steel (supra), the relevant passage (para 54) of which we have reproduced in earlier part of this judgment. The case of MSL in their appeal is that they want to run the company and infuse more funds. In such circumstances, we do not think the Appellate Authority ought to have interfered with the order of the Adjudicating Authority in directing the successful Resolution Applicant to enhance the....
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....nformed 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 the 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 nonjusticiable. 35. 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 percent of voting share of financial creditors. Even in that enquiry, the grounds on which the adjudicating authority can reject the resolution plan is in reference to matters specified in Section 30(2), when the resolution plan does not conform to the stated requirements. Reverting to Section 30(2), the enquiry to be done is in respect of whether the resolution plan provides : (i) the payment of i....
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.... position is reinforced from the limited grounds specified for instituting an appeal that too against an order "approving a resolution plan" under Section 31. First, that the approved resolution plan is in contravention of the provisions of any law for the time being in force. Second, there has been material irregularity in exercise of powers "by the resolution professional" during the corporate insolvency resolution period. Third, the debts owed to operational creditors have not been provided for in the resolution plan in the prescribed manner. Fourth, the insolvency resolution plan costs have not been provided for repayment in priority to all other debts. Fifth, the resolution plan does not comply with any other criteria specified by the Board. Significantly, the matters or grounds be it under Section 30(2) or under Section 61(3) of the I&B Code are regarding testing the validity of the "approved" resolution plan by the CoC; and not for approving the resolution plan which has been disapproved or deemed to have been rejected by the CoC in exercise of its business decision. 38. Indubitably, the inquiry in such an appeal would be limited to the power exercisable by the reso....
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....ate authority. 44. Suffice it to observe that in the I & B Code and the Regulations framed thereunder as applicable in October 2017, there was no need for the dissenting financial creditors to record reasons for disapproving or rejecting a resolution plan. Further, as aforementioned, there is no provision in the I & B Code which empowers the adjudicating authority (NCLT) to oversee the justness of the approach of the dissenting financial creditors in rejecting the proposed resolution plan or to engage in judicial review thereof. Concededly, the inquiry by the resolution professional precedes the consideration of the resolution plan by the CoC. The resolution professional is not required to express his opinion on matters within the domain of the financial creditor(s), to approve or reject the resolution plan, under Section 30(4) of the I&B Code. At best, the Adjudicating Authority (NCLT) may cause an enquiry into the "approved" resolution plan on limited grounds referred to in Section 30(2) read with Section 31(1) of the I&B Code. It cannot make any other inquiry nor is competent to issue any direction in relation to the exercise of commercial wisdom of the financial credit....
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....efore, a resolution plan takes off and the corporate debtor is brought back into the economic mainstream, it is able to repay its debts, which, in turn, enhances the viability of credit in the hands of banks and financial institutions. Above all, ultimately, the interests of all stakeholders are looked after as the corporate debtor itself becomes a beneficiary of the resolution scheme - workers are paid, the creditors in the long run will be repaid in full, and shareholders/investors are able to maximize their investment. Timely resolution of a corporate debtor who is in the red, by an effective legal framework, would go a long way to support the development of credit markets. Since more investment can be made with funds that have come back into the economy, business then eases up, which leads, overall, to higher economic growth and development of the Indian economy. What is interesting to note is that the Preamble does not, in any manner, refer to liquidation, which is only availed of as a last resort if there is either no resolution plan or the resolution plans submitted are not up to the mark. Even in liquidation, the liquidator can sell the business of the corporate debtor as a....
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.... Section 30, that it ultimately approves such plan, which is then binding on the corporate debtor as well as its employees, members, creditors, guarantors and other stakeholders. Importantly, and this is a major departure from previous legislation on the subject, the moment the adjudicating authority approves the resolution plan, the moratorium order passed by the authority under Section 14 shall cease to have effect. The scheme of the Code, therefore, is to make an attempt, by divesting the erstwhile management of its powers and vesting it in a professional agency, to continue the business of the corporate body as a going concern until a resolution plan is drawn up, in which event the management is handed over under the plan so that the corporate body is able to pay back its debts and get back on its feet. All this is to be done within a period of 6 months with a maximum extension of another 90 days or else the chopper comes down and the liquidation process begins. [emphasis supplied] 54. It could thus be seen, that one of the dominant objects of I&B Code is to see to it, that an attempt has to be made to revive the Corporate Debtor and make it a running concern.....
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....e only one correct forum for evaluating such possibilities, and making a decision was, a creditors committee, wherein all financial creditors have votes in proportion to the magnitude of debt that they hold. The BLRC has observed, that laws in India in the past have brought arms of the Government (legislature, executive or judiciary) into the question of bankruptcy process. This has been strictly avoided by the Committee and it has been provided, that the decision with regard to appropriate disposition of a defaulting firm, which is a business decision, should only be made by the creditors. It has been observed, that the evaluation of proposals to keep the entity as a going concern, including decisions about the sale of business or units, restructuring of debt, etc., are required to be taken by the Committee of the Financial Creditors. It has been provided, that the choice of the solution to keep the entity as a going concern will be voted upon by CoC and there are no constraints on the proposals that the resolution professional can present to CoC. The requirements, that the resolution professional needs to confirm to the Adjudicator, are: (i) that the solution must explic....
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....the commercial decision of CoC much less to enquire into the justness of the rejection of the resolution plan by the dissenting financial creditors. From the legislative history and the background in which the I&B Code has been enacted, it is noticed that a completely new approach has been adopted for speeding up the recovery of the debt due from the defaulting companies. In the new approach, there is a calm period followed by a swift resolution process to be completed within 270 days (outer limit) failing which, initiation of liquidation process has been made inevitable and mandatory. In the earlier regime, the corporate debtor could indefinitely continue to enjoy the protection given under Section 22 of the Sick Industrial Companies 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 t....
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....rtainly open to the Committee of Creditors to suggest a modification to the prospective resolution applicant to the effect that such dues ought to be paid in full, so that the carrying on of the business of the corporate debtor does not become impossible for want of a most basic and essential element for the carrying on of such business, namely, electricity. This may, in turn, be accepted by the resolution applicant with a consequent modification as to distribution of funds, payment being provided to a certain type of operational creditor, namely, the electricity distribution company, out of upfront payment offered by the proposed resolution applicant which may also result in a consequent reduction of amounts payable to other financial and operational creditors. What is important is that it is the commercial wisdom of this majority of creditors which is to determine, through negotiation with the prospective resolution applicant, as to how and in what manner the corporate resolution process is to take place." (emphasis supplied) 145. This Court held, that what is left to the majority decision of CoC is the "feasibility and viability" of a resolution plan, which is ....
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....oard. The Board referred to is established under Section 188 of the I&B Code. The powers and functions of the Board have been delineated in Section 7196 of the I&B Code. None of the specified functions of the Board, directly or indirectly, pertain to regulating the manner in which the financial creditors ought to or ought not to exercise their commercial wisdom during the voting on the resolution plan under Section 30(4) of the I&B Code. The subjective satisfaction of the financial creditors at the time of voting is bound to be a mixed baggage of variety of factors. To wit, the feasibility and viability of the proposed resolution plan and including their perceptions about the general capability of the resolution applicant to translate the projected plan into a reality. The resolution applicant may have given projections backed by normative data but still in the opinion of the dissenting financial creditors, it would not be free from being speculative. These aspects are completely within the domain of the financial creditors who are called upon to vote on the resolution plan under Section 30(4) of the I&B Code." 148. It has been held, that in an enquiry under Section 31, th....
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....he appeal is a creature of statute and that the statute has not invested jurisdiction and authority either with NCLT or NCLAT, to review the commercial decision exercised by CoC of approving the resolution plan or rejecting the same. 151. The position is clarified by the following observations in paragraph 59 of the judgment in the case of K. Sashidhar (supra), which reads thus: "59. In our view, neither the adjudicating authority (NCLT) nor the appellate authority (NCLAT) has been endowed with the jurisdiction to reverse the commercial wisdom of the dissenting financial creditors and that too on the specious ground that it is only an opinion of the minority financial creditors....." 152. This Court in Committee of Creditors of Essar Steel India Limited through Authorised Signatory (supra) after reproducing certain paragraphs in K. Sashidhar (supra) observed thus: "Thus, it is clear that the limited judicial review available, which can in no circumstance trespass upon a business decision of the majority of the Committee of Creditors, has to be within the four corners of Section 30(2) of the Code, insofar as the Adjudicating Authority is concerned....
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....is judgment. The case of MSL in their appeal is that they want to run the company and infuse more funds. In such circumstances, we do not think the appellate authority ought to have interfered with the order of the adjudicating authority in directing the successful resolution applicant to enhance their fund inflow upfront." 155. This Court observed, that the Court ought to cede ground to the commercial wisdom of the creditors rather than assess the resolution plan on the basis of quantitative analysis. This Court clearly held, that the appellate authority ought not to have interfered with the order of the adjudicating authority by directing the successful resolution applicant to enhance their fund inflow upfront. 156. It would thus be clear, that the legislative scheme, as interpreted by various decisions of this Court, is unambiguous. The commercial wisdom of CoC is not to be interfered with, excepting the limited scope as provided under Sections 30 and 31 of the I&B Code." 38. The Learned Counsel for the Respondent Nos. 1 & 3, refers to the Judgment of the Hon'ble Supreme Court of India, in the matter of Committee of Creditors of Essar Steel India Limited v. ....
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....licant', is expected to generate more than 1000 direct and 2000 indirect Employment opportunities and is expanding approximately Rs.75 Crores over and above the 'Plan' consideration of Rs.126 Crores, for the 'revival' of the 'Assets' of the 'Corporate Debtor'. 45. The Learned Counsel for the Respondent Nos. 1 & 3, brings it to the notice of this 'Tribunal', in the matter of M/s. PVS Memorial Hospital Pvt Ltd., the 'Resolution Professional' had carried out due diligence, as per Section 29A of the I & B Code, 2016, before the placing the same before the 'Committee of Creditors', and that the 'CoC' had approved the same with 100% vote after ensuring the compliance under Section 30 of the Code. In fact, the Adjudicating Authority, after fully satisfying itself about the compliances under the Code, had approved the Resolution Plan, as per Section 31 of the I & B Code. 46. The Learned Counsel for the Respondent Nos. 1 & 3, prays for dismissal of the instant Comp. App (AT) (CH) (INS) No. 179 of 2021, filed by the 'Appellant', before this 'Tribunal'. Pleas of 2nd Respondent / Successful Resolution Applicant : 47. According to the Learned Counsel for the 2nd Respondent, the 'Res....
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.... Section 29 of the I & B Code, 2016. Rumination of Resolution Plan: 52. The 'Resolution Professional', in tune with the ingredients of Section 30 (2) of the I & B Code, 2016, is to examine each 'Resolution Plan', received by him, to affirm that the 'Resolution Plan', prescribes for the payment of 'Insolvency Resolution Process Costs', payments of 'Debts of Creditors', the 'management of affairs of the Corporate Debtor', 'implement and supervision of the Resolution Plan', other requirements as may be specified by the 'Board' and does not 'violate' any 'Section of Law', for the time being in force. As a matter of fact, the 'Committee of Creditors', may approve the 'Resolution Plan', by voting of not less than 75% of voting share on 'Financial Creditors', as per Section 30(4) of the I & B Code, 2016. An 'Adjudicating Authority', can examine the 'reasoning of accepting or rejecting or any objection or suggestion and express his views in the matter. 53. In tune with the ingredients of Section 31 of the I & B Code, 2016, even an 'Adjudicating Authority', is satisfied with the 'Resolution Plan', being 'approved', by the 'Committee of Creditors', as per Section 30 (4) of the I & B....
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....r Value and Liquidation Value 162.23 122.90 59. According to the Learned Counsel for the Respondent Nos. 1 and 3 is that, the 'initial Bid of the Resolution Applicant', was Rs.80 Crores, which was later, upwardly revised to Rs.110 Crores and subsequently enhanced to Rs.125 Crores only and ultimately it was finalised at Rs.126 Crores only, after numerous rounds of 'negotiations' and 'deliberations', the 'Respondents' and the 'Committee of Creditors', had with the 'Resolution Applicant'. 60. It is the stand of the Respondent Nos. 1 and 3 that the 'Resolution Plan', which was submitted on 01.10.2020, was revised on 24.11.2020, 03.12.2020, 08.12.2020 and 22.12.2020 ('Final Resolution Plan'), to accommodate the recommendations given by the Committee of Creditors', on the numerous 'Legal', 'Technical' and 'Financial' aspects of the 'Resolution Plan'. In fact, the 'Committee of Creditors', had unanimously approved the 'Resolution Plan', after considering its 'Feasibility' and 'Viability', the manner of 'Distribution' proposed and compliance with the 'Provisions' of the 'Code' and 'Regulations', made thereunder, and such other requirements, as may be prescribed by the 'Board'. ....
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....nsistent stand of RP as well as CoC, that all actions of RP, including acceptance of resolution plans of Kalpraj after the due date, albeit before the expiry of timeline specified by the I&B Code for completion of the process, have been consciously approved by CoC. It is to be noted, that the decision of CoC is taken by a thumping majority of 84.36%. The only creditor voted in favour of KIAL is Kotak Bank, which is a holding company of KIAL, having voting rights of 0.97%. We are of the considered view, that in view of the paramount importance given to the decision of CoC, which is to be taken on the basis of 'commercial wisdom', NCLAT was not correct in law in interfering with the commercial decision taken by CoC by a thumping majority of 84.36%." 65. Moreover, in 'Committee of Creditors' of Essar Steel India Ltd. v. Satish Kumar Gupta, the Hon'ble Supreme Court of India (vide Judgement dated 15.11.2019, in Civil Appeal Nos.8766-8767 of 2019 (reported in MANU/SC/1577/2019) at Paragraphs 53 and 54, it is observed as under: 53. "However, as has been correctly argued on behalf of the operational creditors, the preamble of the Code does speak of maximisation of the value of....
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....f the resolution scheme - workers are paid the creditors in the long run will be repaid in full and shareholders/investors are able to maximise their investment. Timely resolution of a corporate debtor who is in the red, by an effective legal framework, would go a long way to support the development or credit markets. Since more investment can be made with funds that have come back into the economy, business then eases up, which leads, overall, to higher economic growth and development or the Indian economy. What is interesting to note is that the Preamble does not, in any manner, refer to liquidation, which is only availed or as a last resort if there is either no resolution plan or the resolution plans submitted are not up to the mark. Even in liquidation, the liquidator can sell the business of the corporate debtor as a going concern. (See ArcelorMittal [ArcelorMittal (India) (P) Ltd. v. Satish Kumar Gupta, MANU/SC/1123/2018: (2019) 2 SCC 1] at para 83, fn3). (emphasis supplied) 54. This is the reason why Regulation 38(1A) speaks of a resolution plan including a statement as to how it has dealt with the interests of all stakeholders, including operational credi....
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....e of Creditors while approving a resolution plan may thus be looked at by the Adjudicating Authority only from this point of view, and once it is satisfied that the Committee of Creditors has paid attention to these key features, it must then pass the resolution plan, other things being equal. 20. It has been further been held in the case of Essar Steel (supra): 124. The other argument of Shri Sibal that Section 53 of the Code would be applicable only during liquidation and not at the stage of resolving insolvency is correct. Section 30(2)(b) of the Code refers to Section 53 not in the context of priority of payment of creditors, but only to provide for a minimum payment to operational creditors. However, this again does not in creditors as any manner limit the Committee of Creditors from classifying creditors as financial or operational and as secured or unsecured. Full freedom and discretion has been given, as has been seen hereinabove, to the Committee of Creditors to so classify creditors and to pay secured creditors amounts which can be based upon the value of their security, which they would otherwise be able to realise outside the process of the Code, there....
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....ons', being a 'Registered Charitable Trust', under the 'Indian Trust Act, 1882'), in 'Corporate Insolvency Resolution Process', in the cocksure earnest opinion of this 'Tribunal'. Looking at from that perspective, the contra plea taken on behalf of the 'Appellant' is not acceded to by this 'Tribunal'. 68. Indeed, the 'Validation of an Approved Resolution Plan', is to 'Demerge' the 'Assets' of the Corporate Debtor and 'Amalgamate' the same with the 'Resolution Applicant', which is functioning in the same field of 'Corporate Debtor' Viz. 'Healthcare'. 69. It is significantly pointed out by this 'Tribunal', that according to the '1st Respondent / 'Monitoring Agency', the 'Resolution Plan', is fully implemented, etc. 70. It is not out of place for this 'Tribunal', to point out that the 'Committee of Creditors', had approved the 'Resolution Plan' with 100% vote after satisfying itself about the compliance of Section 30 of the I & B Code, 2016. To put it succinctly, the 'Adjudicating Authority', ('National Company Law Tribunal', Kochi Bench, Kerala) was subjectively satisfied as to the compliance of the requirements under the I & B Code, 2016, and 'Approved' the 'Resolution Plan....