TaxTMI 
TaxTMI 
2026 (7) TMI 528
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....ry Application No. 33 of 2024 in the Company Petition (IB) No. 1790 of 2017 filed under Section 7 of the Insolvency & Bankruptcy Code, 2016 ("the Code") read along with Rule 11 of the National Company Law Tribunal Rules, 2016 ("the NCLT Rules"). The Hon'ble Tribunal vide Impugned Order dated 16.10.2025 had allowed the Liquidation of Ushdev International Limited, the Corporate Debtor, without hearing the Interlocutory Application No. 4253 0f 2025 filed by the Appellant with a proposal to make a one-time, unconditional Payment of the entire Resolution Plan Amount thereby dismissing the said Interlocutory Application. 2. Brief relevant facts are as follows: Date Particulars 17.05.2018 NCLT passed an order initiating CIRP against the Corporate Debtor and appointed Subodh Kumar Agarwal as IRP, later confirmed as RP. 06.02.2019 CoC rejected Taguda's resolution plan (77.61% votes) and authorized RP to file liquidation application under Section 33 of the Code. 07.02.2019 RP filed Liquidation Application (I.A. No. 626/2019). Taguda filed I.A. No. 762/2019 seeking approval of its rejected resolution plan. 07.11.2019 NCLT dismissed Liquidation Application and ....
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.... with SRA ("December Order"). 19.12.2023 SRA emailed SBI regarding undertakings required by its financer, ANZA Capital. 03.01.2024 ANZA Capital wrote to SBI seeking undertakings/confirmations regarding Corporate Debtor. 11.01.2024 19th IMA meeting: SRA assured upfront payment of entire resolution amount and proposed depositing foreign creditors' share in designated account. IMA clarified ANZA clarifications are SRA's responsibility. 16.01.2024 Instead of implementing its upfront payment proposal, SRA filed present Appeal against Impugned Order. 06.02.2024 20th IMA meeting: SRA confirmed providing clarifications to ANZA and sought one week's extension. 07.02.2024 SRA emailed SBI seeking waiver of certain conditions and one-month extension for implementation. 08.02.2024 Two-month deadline for implementation expired. Joint lender meeting decided: (i) SRA failed to implement despite 2+ years; (ii) invoke BBG (Rs.5 Cr) and PBG (Rs.11.50 Cr); (iii) liquidation is only viable option; (iv) authorized SBI to invoke guarantees and file liquidation application. 08.02.2024 SBI informed SRA of lenders' decision to deny further extension and pr....
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....btor went into CIRP vide order dated 17.05.2018 in CP(IB) No. 1790/2017. The Resolution Plan of the Appellant was approved by 100% vote vide order dated 11.03.2022 and the Interim Monitoring agency was constituted thereafter. Though the Appellant was fully ready to set the Resolution Plan into motion and sourced the requisite funds for the same, it did not fructify owing to want of various approvals, including RBI approvals. In spite of the Appellant approaching the RBI by itself and through IMA, the approval did not come through. 5. The Appellant also filed a Writ Petition Writ Petition (L) No. 34990 of 2025 before the Hon'ble Bombay High Court to secure the approvals but the final orders have not been passed in the same. 6. In the meanwhile, Respondent No. 1 SBI, being part of the IMA and CoC, filed IA No. 1857 of 2023 in CP(B) No. 1790/MB/CII/2017 before the Hon'ble NCLT seeking implementation of the Resolution Plan, which came to be allowed vide Order dated 08.12.2023, directing implementation of the Plan within two months. 7. The Appellant preferred Company Appeal (AT) (Insolvency) No. 351 of 2024 before the Hon'ble NCLAT, citing the approval issues, which was dismiss....
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.... AMOUNT HEADING Rs. 18 Crores Performance Bank Guarantee and Bid Bond Guarantee Rs. 41 Crores Cash Balances Rs. 15 Crores Deposited in the Official Liquidator's Account 13. Over and above the same, Pay Orders amounting to Rs. 153 Crores are readily available with the Appellant. The aforesaid amounts equate to the Resolution Plan amount of Rs. 227 Crores. 14. The Appellant is ready and amenable to disburse the entire funds to the Bank Account of State Bank of India, the lead bank of the Consortium of lenders, for it to distribute it amongst all the financial creditors of the Corporate Debtor. Alternatively, Taguda is also ready to disburse the entire funds along with the aforementioned Pay Orders issued to the account of the Official Liquidator to facilitate the distribution amongst the Financial Creditors of the Corporate Debtor. 15. The Appellant has demonstrated its bona fides before the Hon'ble Tribunal by unequivocally undertaking to release the funds forthwith upon permission being granted for implementation of the Resolution Plan. In fact, inspection of the said Pay Orders has already been provided to the Respondents, clearly evidencing that t....
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....undertaken during liquidation. 20. It can be straightaway seen that the liquidation value of the Corporate Debtor is substantially lower than the Resolution Plan amount offered by the Appellant/Successful Resolution Applicant and, therefore, the implementation of the approved Resolution Plan would result in significantly greater value maximisation for all stakeholders. Even as per the figures placed on record, the original liquidation value assessed during CIRP was only Rs.71.28 Crores, whereas the Resolution Plan amount aggregates to Rs. 227 Crores, which is far in excess of both the liquidation value and the fair value of the Corporate Debtor. 21. The following table reflects the difference in the amounts in the Liquidation Plan and the Resolution Plan as per the inflated amounts mentioned by the Liquidator in his Report filed before this Hon'ble Tribunal: Details of Liquidation Values (Indian Rupees) Liquidation Value by Resolution Professional (2018) Liquidation Value by Liquidator (2026) Resolution Plan Amounts Land & Building 71,28,00,000 30,72,62,162 1,73,20,49,563 Plant & Machinery 7,54,93,790 Investments (4.49% in Unlis....
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..... Since the liquidation process has not reached an irreversible stage, the implementation of the Corporate Debtor can be very well achieved at this point of time. 28. In fact, the said Report also states that the Corporate Debtor is being run as a going concern and the same shall be continued if the liquidation of the Corporate Debtor is not proceeded with. 29. The Appellant/Successful Resolution Applicant has already deposited INR 15,00,00,000/- to the account of the Official Liquidator and has Pay Orders/Demand Drafts amounting to INR 1,53,00,00,000/- in favour of the Official Liquidator, thus completing the payments of the entire Resolution Plan amount. 30. The inspection of the said Pay Orders/Demand Drafts were presented to the Respondents and the same are ready to be disbursed amongst the Creditors as soon as the Implementation of the Resolution Plan is acceded to by the SCC and the Liquidation of the Corporate Debtor is stayed. 31. However, for reasons best known to the Respondents, they are obstinately bound on the liquidation of the Corporate Debtor when a much more commercially beneficial and a more solid proposal is served to them, which shall consequently al....
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....ircumstances in the Jet Airways matter. On the contrary, the Appellant is unequivocally ready and willing to implement the approved Resolution Plan in its entirety and has already secured the entire Resolution Plan amount of Rs. 227/- Crores, including deposits already made and Pay Orders kept ready for immediate disbursal. Further, no irreversible steps in liquidation have taken place in the present case, no third-party rights have been created, and the Corporate Debtor continues to remain a going concern. The present proceedings therefore concern preservation and implementation of an already approved Resolution Plan which offers substantially higher and certain value to creditors than liquidation. 36. The Respondent No. 1 has in fact failed to exercise not just commercial wisdom but no wisdom at all. It is therefore fair, necessary and in the interest of justice and equity to all the creditors that this Hon'ble Tribunal be pleased to accept the Resolution Plan, particularly when the amount of Rs. 227/- Crores being ready and available for disbursement immediately rather than permit a time-drawn and uncertain process of liquidation that is invariably accompanied by its own vaga....
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.... by finality 42. The issues raised by the Appellant in the present Appeal are substantially the same as those that were squarely raised and decided against the Appellant in Company Appeal (AT) (Ins.) No. 351 of 2024, which was dismissed by this Hon'ble Tribunal vide the NCLAT Order dated 30.05.2025. This Hon'ble Tribunal had specifically held that no grounds were made out to interfere with the December Order and requested the Ld. NCLT to decide the pending Liquidation Application expeditiously, preferably within three months. The Hon'ble Supreme Court, vide order dated 23.07.2025, dismissed the Appellant's Civil Appeal No. 7648 of 2025 against the NCLAT Order, recording that the resolution plan was approved on 03.02.2022 but remained unimplemented even after three years because the SRA failed to get the necessary clearances. The present Appeal is therefore an impermissible attempt to re-litigate issues that have been conclusively decided against the Appellant and attained finality. 43. Further, the Ld. NCLT has correctly exercised jurisdiction under Section 60(5) of the Code to adjudicate and dispose of the Liquidation Application. The Impugned Order merely gives effect to th....
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....in respect of the Corporate Debtor, which expressly stipulates that the Resolution Applicant is required to obtain all approvals, including approvals from the Reserve Bank of India, necessary for implementation of the Resolution Plan within a period of one year from the date of approval of the Resolution Plan. The RFRP categorically clarifies that neither the Resolution Professional nor the members of the CoC bear any responsibility for procuring such approvals, thereby placing the obligation squarely and exclusively upon the Appellant. 46. Even if the Appellant had initiated an application before the RBI, such a step, by itself, does not amount to compliance with Section 31(4) of the Code or Clause 3.1 of the RFRP. The Appellant was required to take all necessary and legally permissible steps to ensure that the requisite approval was actually obtained within the prescribed period. Mere pendency of an application cannot be used as a shield to indefinitely postpone implementation of the Resolution Plan. In the present case, the Appellant failed to obtain the requisite approvals despite the lapse of more than three (3) years since the passing of the Plan Approval Order. This prolo....
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....ost of continuous value erosion. The Ld. NCLT has correctly recognised that endless indulgence under the guise of resolution, where implementation remains uncertain and repeatedly deferred, defeats the very purpose of the Code. 50. The Ld. NCLT rightly exercised jurisdiction under Section 33 of the Code, which mandates initiation of liquidation where the resolution process has failed or the approved resolution plan is not implemented within a reasonable and time-bound framework. In the present case, the Appellant failed to take effective steps towards implementation for more than three years after plan approval, including failure to secure mandatory regulatory approvals such as RBI permissions. 51. The necessity of liquidation is further underscored by tangible evidence of ongoing and irreversible value destruction. Financial creditors continue to suffer weekly interest losses, while the Corporate Debtor's principal businesses, being ferrous metal trading and wind power generation, are asset-intensive and particularly susceptible to degradation over time. More than three years have gone by post-approval, creditors have received no value, and the Corporate Debtor's estate stan....
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....in. The timing itself betrays the lack of bona fides and reinforces that the alleged proposal was a belated afterthought, intended solely to stave off the inevitable consequences of prolonged non-implementation. A proposal that is neither approved by the lenders nor placed before the competent stakeholders, and which surfaces only after conclusion of hearings, does not merit consideration in law. Having admittedly failed to implement the Revised Resolution Plan within the prescribed and extended timelines, the Appellant cannot rely on an unapproved, procedurally infirm, and post-hoc "proposal" to avoid the legal consequences of its own default. The Impugned Order, therefore, rightly rejected such belated attempts and directed liquidation, in consonance with the statutory scheme and settled jurisprudence. 54. Even after the Impugned Order dated 16.10.2025 directing liquidation, the Appellant has continued with its dilatory tactics. Pursuant to an order dated 23.03.2026 passed by this Hon'ble Tribunal, the SRA submitted a fresh offer to the financial creditors and operational creditors on 07.04.2026, which was placed before the Stakeholders' Consultation Committee ('SCC') for deli....
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....tly, an amount of INR 225 Crore out of the total plan value was to be disbursed in favour of the financial creditors. 58. However, the Appellant repeatedly failed to perform its obligations under the Resolution Plan and, despite lapse of more than two (2) years from the Plan Approval Order, failed to disburse the entire amount contemplated thereunder, notwithstanding the numerous opportunities granted by the financial creditors, including State Bank of India ("Respondent No.1"). Pursuant to such non - implementation of the Resolution Plan by the Appellant, the Respondent No. 1 filed IA No. 33 of 2024 before the Ld. NCLT in the aforesaid Petition, seeking initiation of liquidation proceedings against the Corporate Debtor, which was subsequently allowed vide the Liquidation Order. The captioned Appeal has been filed by the Appellant, assailing the Liquidation Order passed by Ld. NCLT. 59. During the pendency of the liquidation proceedings of the Corporate Debtor, the Appellant had proposed to make a one-time payment of the entire amount contemplated under the Resolution Plan, for fulfilment of its obligation. However, the Appellant's proposal has been rejected by the Stakeholde....
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....e Debtor, came to be disbursed amongst the secured financial creditor members of the SCC after paying CIRP and Liquidation cost on 20.05.2026. Analysis and Evaluation 64. The Corporate Insolvency Resolution Process ("CIRP") of Ushdev International Limited ("UIL") a Company incorporated under the Companies Act, 1956, ("Corporate Debtor") commenced vide order dated 17.05.2018 passed by the Hon'ble Tribunal. The Appellant, Taguda Pte. Limited herein is the Successful Resolution Applicant of Ushdev International Limited ("UIL") the Corporate Debtor, herein. In the Present filed by the Appellant it challenges Impugned Liquidation Order dt.16.10.2025 passed by the Hon'ble National Company Law Tribunal, Mumbai Bench (hereinafter referred to as "the Hon'ble Tribunal") in the Interlocutory Application No. 33 of 2024 in the Company Petition (IB) No. 1790 of 2017 filed under Section 7 of the Insolvency & Bankruptcy Code, 2016 ("the Code") read along with Rule 11 of the National Company Law Tribunal Rules, 2016 ("the NCLT Rules"). NCLT vide Impugned Order dated 16.10.2025 allowed the Liquidation of Ushdev International Limited, the Corporate Debtor. 65. We observe that Taguda Pte. Lim....
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.... 500,000,000/- 31.12.2025 Rs. 270,000,000/- 68. However, the Appellant's proposal has been rejected by the Stakeholders Consultation Committee in the 6th and 7th SCC meeting, who were of the opinion that they have no faith in the Appellant, and that the proposal made by the Appellant is merely a delaying tactic without actual deposit of amount in liquidation account, without any intent to perform even after four (4) years from the date of Plan Approval Order. 69. In this background we observe that it is the prayer in this appeal that payment plan was not considered by the Adjudicating Authority and without any bona fide reason the Adjudicating Authority dismissed the interlocutory application and the impugned order was passed by the Adjudicating Authority in IA No. 33/MB/2024 CP(IB) No. 1790/MB/2017, thereby ordering for the liquidation of the Corporate Debtor. 70. We note that the appellant has prayed for setting aside the impugned liquidation order dated 16.10.2025, also requested to remand the Interlocutory Application No.253 of 2025 in the Interlocutory Application No. 33 of 2024 in Company Petition (IB) No. 1790 of 2017 to ensure that a fair hearing of the said ....
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....ellant and attained finality. It is an impermissible collateral attack on orders inter partes that have attained finality. We further observe that the Impugned Order gives effect to the NCLAT's 30.05.2025 direction which was even affirmed by the Hon'ble Supreme Court, to bring the matter to closure, which is consistent with the Code's time-bound objective. Thus, in our view, the present appeal is barred by finality and principles of res judicata. 76. We further observe that the appellants attempt to seek natural justice based on I.A. 4253 of 2025 is misconceived. Adjudicating authority has recorded on 08.10.2025 that the application was filed after arguments were concluded and orders reserved in the liquidation application, wherein post-reservation any application does not confer a right to reopen hearings. The timing of the filing of the IA by the Appellant - after the NCLT had extensively heard the Liquidation Application and had reserved orders therein- itself betrays the lack of bona fides and reinforces that the alleged proposal was a belated afterthought, intended solely to stave off the inevitable consequences of prolonged non-implementation. In our view a proposal that i....
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....een pursuing the matter of RBI approvals. Despite that the Adjudicating Authority has passed the impugned order for liquidation of the corporate debtor. We observe that the Resolution Plan itself, expressly contemplated the requirement of obtaining certain regulatory approvals, including approvals from the Reserve Bank of India, for the benefit of the Appellant and its proposed foreign investor. Having incorporated these conditions into its own Resolution Plan, the Appellant cannot now seek to evade its statutory and contractual obligations by taking shelter behind its own failure to secure such approvals. The Appellant may be making efforts but we note that these were not effective steps towards implementation of the resolution plan despite categorical directions by the Ld. NCLT vide the December Order and also this Appellate Tribunal's orders. 79. We further observe that per Section 31(4) of the Code, the Successful Resolution Applicant shall obtain all approvals required under applicable laws for implementation of the Resolution Plan within a period of one year from the date of approval of the Resolution Plan. In the present case, the mandatory statutory obligation under Sect....
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....the balance amount. The impasse continued when, on 25.09.2024, SBI, DIFC, specifically informed the Appellant that under the regulatory framework of the Dubai Financial Services Authority (DFSA), it was not permitted to accept deposits where the source of funds originated from the UAE state market, and called upon the Appellant to immediately transfer the balance amount in terms of the NCLAT Order dated 05.07.2024. In these circumstances, the Adjudicating authority has rightly taken note of the Appellant's dilatory conduct and correctly directed to initiate liquidation vide the Impugned Order, to avoid further erosion of the value of the Corporate Debtor, which is fully in consonance with the scheme of the Code. 82. We also take note of the fact that the Appellant had remitted merely an amount of INR 15 Crore in the liquidation account of the Corporate Debtor in January, 2026, against the total plan value of INR 227 Crore. No further amount has been remitted by the Appellant in the liquidation account of the Corporate Debtor. On the contrary Respondent No.1-SBI brings to our notice that the Appellant's contention that it had proposed payment of the entire resolution amount upfro....
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....nt case, the Appellant failed to take effective steps towards implementation for more than three years after plan approval, including failure to secure mandatory regulatory approvals such as RBI permissions. The necessity of liquidation is further underscored by tangible evidence of ongoing and irreversible value destruction. Financial creditors continue to suffer weekly interest losses, while the Corporate Debtor's principal businesses, being ferrous metal trading and wind power generation, are asset-intensive and particularly susceptible to degradation over time. More than three years have gone by post-approval, creditors have received no value, and the Corporate Debtor's estate stands materially impaired. In these circumstances, the Appellant's conduct does not inspire confidence and demonstrates a pattern of delay rather than bona fide efforts towards implementation. Where the successful resolution applicant itself frustrates the process through inaction, liquidation becomes not only permissible but necessary to preserve value and bring finality. 84. Even the Hon'ble Supreme Court in State Bank of India v. Consortium of Murari Lal Jalan and Florian Fritsch, 2024 SCC Online S....