IN THE NATIONAL COMPANY LAW

TRIBUNAL, MUMBAI BENCH- I

IA No. 2429 of 2021

IN
CP (IB) No. 3025 of 2019
Under Section 30 (6) of the Insolvency and
Bankruptcy Code, 2016 (“code”) r/w
Regulation 39(4) of the IBBI (Insolvency
Resolution Process for Corporate Persons)
Regulations, 2016 for seeking approval of the
resolution plan under the provisions of Section
31(1) of the code.

In the Application of
Anish Niranjan Nanavaty
…Applicant/Resolution Professional
Versus
Reliance Projects & Property Management
Services Limited Through its Division
Infrastructure Projects
…Respondents

In the matter of
State Bank of India
…Financial Creditor
Versus

Reliance Communications Infrastructure

Limited
…Corporate Debtor

Order Delivered on : 19.12.2023

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Coram:
Hon’ble Member (Judicial) : SH. Justice Virendrasingh G. Bisht (Retd.)
Hon’ble Member (Technical) : SH. Prabhat Kumar

Appearances:
For the Applicant/Resolution
Professional : Mr. Anoop Rawat, Mr. Rishabh Jaisani,
Mr. Deepak Deshmukh, Mr. Vivek
Dwivedi, Mr. Hrishikesh Nadkarni
Advocates

ORDER

Per: Prabhat Kumar, Member (Technical)

1. The present Application is moved by Resolution Professional
Mr. Anish Niranjan Nanavaty (hereinafter called as the
“Applicant”) under section 30(6) of the Insolvency and Bankruptcy
Code, 2016 (“Code”) r/w Regulation 39(4) of the IBBI (Insolvency
Resolution Process for Corporate Persons) Regulations, 2016 for
seeking approval of the resolution plan of Reliance Projects &
Property Management Services Limited (hereafter called as the
“Successful Resolution Applicant/SRA”) under the provisions of
Section 31(1) of the code, for resolution of Reliance Communications
Infrastructure Limited (hereinafter called as the “Corporate
Debtor”) and for passing order/appropriate direction that this
Tribunal may deem fit in the present matter.

Brief Facts
2. The CIRP was initiated against the Corporate debtor vide Order dated
25.09.2019. Mr. Anish Niranjan Nanavaty was appointed as the
Interim Resolution Professional (hereinafter referred to as the “IRP”).

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3. The IRP published a Public Announcement in Form-A on 28.09.2019

inviting claims from the creditors of the Corporate Debtor. After the
receipt of claims, the CoC was constituted by the IRP on 17.10.2019.

4. The Applicant submits that till the date of filing of the present
Application, a total of 18 (Eighteen) CoC meetings of the Corporate
Debtor have been held from time to time.

5. The Committee of Creditors ("CoC") in its 1st meeting held on

22.10.2019 confirmed the appointment of the IRP as the Resolution
Professional (“RP”) and appointed Duff & Phelps as the Process
Advisor.

6. At the 1st CoC Meeting, the CoC appointed two registered valuers,
namely Girish Pawar (VGK Trueman Consultancy) and Rakesh
Narula (Rakesh Narula & Co.) ("Registered Valuers") and a third
Registered Valuer GAA Advisory LLP was appointed in the 8th
Meeting of the CoC conducted on 27.05.2020 to determine the
liquidation value and fair value of the Corporate Debtor. The average
liquidation value of the Corporate Debtor was determined as
Rs.428,51,00,000/- (Rupees Four Hundred and Twenty Eight Crores
and Fifty Nine Lakhs Only). The average fair value of the Corporate
Debtor was determined as Rs.722,59,00,000/- (Rupees Seven
Hundred and Twenty Two Crores and Fifty Nine Lakhs Only).

7. In respect of the timelines as applicable to the CIRP of the Corporate

Debtor, the period of 180 days upon the commencement of CIRP was
set to expire on 22.03.2020. Thereafter, in terms of the order dated
19.03.2020 of the NCLT Mumbai Bench, the period of CIRP of the
Corporate Debtor was extended by a period of Ninety days to June
22, 2020. Thereafter, on account of the outbreak of the COVID-19
pandemic, and in light of the various notifications/ circulars issued by

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the Central Government & the Government of Maharashtra (where

the registered office of the Corporate Debtor is situated) and
considering the order dated March 30, 2020, of the Hon’ble NCLAT
in Suo Moto - Company Appeal (AT) (Insolvency) No. 01 of 2020,
the period from March 22, 2020 to May 31, 2021 was excluded from
the calculation of the CIRP of the Corporate Debtor. Considering the
above-mentioned extension/exclusions, the CIRP of the Corporate
Debtor (270 day period) expired on August 30, 2021. On 27.08.2021,
the RP filed an IA No. 2060 of 2021 before the Hon’ble Tribunal
seeking an additional time period of 15 days in the CIRP of the
Corporate Debtor. The said application was allowed vide Order dated
03.05.2023, and the CIRP period was extended to 14.09.2021.

8. Subsequently, on 01.11.2019, 'Form G' was published by the

Applicant in newspapers inviting Expression of Interest (“Eol”) from
interested Prospective Resolution Applicants (“PRA”). A copy of
Form G and detailed invitation for expression of interest were also
uploaded on the websites of the Corporate Debtor and the IBBI.

9. At the 3rd CoC Meeting held on 25.11.2019, the CoC was apprised
that 3 EOIs were received by the RP. Consequently, the RP issued a
Provisional List of PRAs on 25.11.2019 and the Final List of PRAs
on 09.12.2019. However, EOIs were received from 4 additional
entities, including the Respondent herein, beyond the prescribed
timeline. The CoC, pursuant to meetings dated 19.12.2019,
27.05.2020 and 25.06.2020 approved the condonation for delay in
submission of EOI by these entities and their inclusion in the Final
List of PRAs. The RP issued the revised Final List of PRAs on
01.07.2020.

10. The last date of submission of Resolution Plan in terms of the RFRP
was 17.12.2019. The said date was extended from time to time, as per

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COC approval, pursuant to which the last date of submissions of

Resolution Plan was 31.07.2020. The Applicant received Resolution
Plans from the below mentioned PRAs which were opened at the 11th
CoC meeting held on 03.08.2020:
a) Sify Technologies Limited
b) Reliance Projects & Property Management Services Limited,
through its division, Infrastructure Projects
c) Asia Connectivity Pte Limited
d) UV Asset Reconstruction Company Ltd.

11. The RP and its advisors were engaged in discussions with the PRAs
in order to provide comments from the perspective of ensuring
compliance with the Code. The COC continued to discuss and engage
with the resolution applicants in relation to the commercials of the
plans, pursuant to which the PRAs were requested to submit their
revised/ updated resolution plans as per the discussion with COC.

12. The PRAs submitted their revised/ updated resolution plans on the
following dates:
a) Sify Technologies Limited – 08.09.2020, which was further
revised and submitted on 24.11. 2020;
b) Reliance Projects & Property Management Services Limited,
through its division Infrastructure Projects (i.e. Respondent
herein) – 07.09.2020 which was further revised and submitted on
various occasions, the final one being submitted on 21.06.2021
and an additional addendum on 09.08.2021;
c) Asia Connectivity Pte Limited – 08.09.2020 which was further
revised and submitted on 03.11.2020 and 30.11.2020;
d) UV Asset Reconstruction Company Ltd.- 07.09.2020.

13. UV Asset Reconstruction Company Ltd., vide email dated

21.01.2021, expressed its intention to withdraw from the resolution

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plan process of the Corporate Debtor, which was intimated to and

noted by COC in the 15th COC meeting, held on 21.01.2021.

14. Further, considering that the revised/updated compliant plans were

not received from Sify Technologies Limited and Asia Connectivity
Pte Limited, the RP addressed an email to them, inter alia, informing
them that since the compliant Resolution Plans were not received
from them, the RP would be proceeding with the available compliant
Resolution Plan. Therefore, the Resolution Plan submitted by the
Respondent remained the sole Resolution Plan in respect of the
Corporate Debtor.

15. At the 16th CoC meeting, the RP confirmed the compliance of the said
Resolution Plan with the mandatory provisions of the Code and the
CIRP Regulations (including in respect of Section 29A of the Code
basis the affidavit submitted thereunder) to the COC.

16. At the 17th COC meeting, COC and their Process Advisor conducted
detailed discussions on the various provisions, and the feasibility and
viability and evaluation, of the Resolution Plan as received. The
Process Advisor presented to the COC their analysis of the said
Resolution Plan from the perspective of the evaluation matrix and
feasibility and viability and concluded that the Resolution Plan is
viable and feasible.

17. At the 18th CoC meeting, held on 05.08.2021, the RP presented the
Resolution Plan of the Respondent before the CoC for its approval.
Thereafter, between 11.08.2021 and 27.08.2021, e-voting was
conducted for the approval of the Resolution Plan by the COC and
for issuance of the Letter of Intent (“LOI”) to the Resolution
Applicant in compliance with the RFRP. Upon request by certain
lenders, the e-voting was extended till 30th August, 4pm.

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18. The e-voting was concluded on 30.08.2021. As per the e-voting result,
the COC by a majority of 67.97% approved the Resolution Plan of the
Respondent and authorised the RP to issue the LOI.

19. Pursuant to the approval of the Resolution Plan by the CoC, the
Successful Resolution Applicant has unconditionally accepted the
Letter of Intent dated 30.08.2021 in accordance with the RFRP and
the Successful Resolution Applicant has issued a Performance Bank
Guarantee for a sum of INR 2.04 Crores (Rupees Two Crores and
Four Lakhs Only) dated 30.08.2021.

20. The Applicant submits that the Resolution Plan and the approval of
the Resolution Plan are in accordance with all the provisions of the
Code and CIRP Regulations and that it does not contravene any of
the provisions of the law for the time being. The Successful Resolution
Applicant has also confirmed its eligibility under Section 29A of the
Code.

Salient Features of the Resolution Plan

21. The Resolution Applicant is Reliance Projects and Property
Management Services Limited through its division Infrastructure
(“RA” or “Resolution Applicant”). RA is also a part of the Reliance
Industries Group. Reliance Industries Limited (“RIL”) is the flagship
company of the Reliance Industries Group. Reliance Industries
Group has a robust business portfolio ranging from energy to
materials, retail to digital services and entertainment. Reliance Jio
Infocomm Limited (“RJIL”) is the country’s most profitable and
fastest growing telecommunication and digital services company and
is also part of Reliance Industries Group. Presence of RJIL would
bring synergy in terms of operation, procurement, marketing and sales
and would result in running the Corporate Debtor in a cost effective
manner.

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Rationale of the Resolution Plan

22. RA’s resolution plan for Reliance Infratel Limited (“RITL”), one of
the affiliate of the Corporate Debtor has been approved by the NCLT
vide an order dated 03.12.2020 (“RITL Resolution Plan”).

23. In the past, RCIL was engaged in the business of internet data centre.
RA would explore the possibility of providing data centre services and
synergize the data centre services with the existing operations of the
Reliance Industries group. The Corporate Debtor also has Right of
Way (ROW) of 28,275 KM of inter-city route and 7,846 KM of intra
city route. The ROW can be leveraged with the existing ROW of RJIL
and other RIL Entities to substantially scale up the operations.

24. RITL owns the fibre assets and ROWs are owned by the Corporate
Debtor/ RCIL. Pursuant to the plan approval of the RITL Resolution
Plan, the fibre assets are now vested with the RA. The ROWs are
required for the use of the fibre assets of RITL, now vested with the
RA. Hence, the RA has proposed the present Resolution Plan for
continued enjoyment and use by the Resolution Applicant of the
ROW and the fibre assets.

Going Concern
25. The Plan envisages the business plan for maintaining the Corporate
Debtor as a going concern. The Resolution Applicant proposes to
turnaround operations of the Corporate Debtor by making investment
in upgrading the assets, sale of Identified Real Estate Assets (as
defined in the Resolution Plan), timely maintenance to deliver
required service levels, as considered appropriate by the Resolution
Applicant, at its sole discretion. The Resolution Applicant expects
operational efficiencies through synergy with existing business. Since
the Corporate Debtor has no operations currently, any business
opportunities in the Corporate Debtor will be examined once the

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Resolution Applicant takes over the Corporate Debtor in accordance

with this Plan. The Resolution Applicant has the required operational
expertise to implement the turnaround strategy. To this effect, the
following action plan has been provided in the Plan -

(i) Working Capital: The Resolution Applicant will facilitate the

Corporate Debtor in raising working capital facilities as per the
operational requirements of the Corporate Debtor, which will help
in running the Corporate Debtor at optimal utilization levels.

(ii) Capital Expenditure: The Resolution Applicant will leverage the

proven track record of the Reliance Industries Group of “best in
class project execution” to ensure upgradation of the
infrastructure, if deemed necessary by the Resolution Applicant in
its discretion. Such capex would be to address any ongoing
concerns of the Corporate Debtor. Consequently, the Corporate
Debtor is likely to have better market standing with the potential to
transact business on better terms as compared to its present
situation. The Corporate Debtor will also benefit from, the scale
and the efficiency that the Resolution Applicant already enjoys, as
India’s leading companies.

(iii) Manpower: The Corporate Debtor does not currently have any
active employees on its payroll. On and with effect from the
Effective Date, the Resolution Applicant proposes to take such
measures, as it may deem fit to enroll employees, as may be
required, depending upon the operations of the Corporate Debtor
in accordance with the policies of the Resolution Applicant.

(iv) Fund infusion: As part of the Plan, it has been proposed that the
Resolution Applicant, shall infuse funds in one or more tranches,

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into the Corporate Debtor by way of such instruments, as may be

determined by the Resolution Applicant in its sole discretion, i.e.
equity, equity-linked, quasi equity and/or other securities and/or
shareholder debt and/or deposits, third party debt or a
combination thereof which shall be utilized for (i) mandatory
payments under the Code, (ii) payments proposed to be made to
certain creditors (including Operational Creditors) of the
Corporate Debtor, (iii) meeting the working capital and/or
capital expenditure requirements and / or (iv) other operational
improvements of the Corporate Debtor.

Payment under the Plan

26. The Plan contemplates the following overall payments for the
insolvency resolution of the Corporate Debtor as a going concern
pursuant to the provisions of the Code:

S. Particulars Amount (INR)

No.
1. Total Resolution Amount which may be 57,00,00,000
increased by an additional amount of INR
35,00,00,000. (See Note 1 below)

2. Available cash balance and fixed deposit Upto

balances on the Effective Date (after 123,52,00,000
payment of the CIRP Cost, Interim
Management Cost, any other mandatory
payments under the provisions of the Code
and the creation of the Corpus)
3. Assignment/transfer of the Reliance Bhutan 195,00,00,000
Loan in accordance with sub-section 3.3.20 (See Note 2
of Part B of the Plan below)

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4. Real Estate Monetization Proceeds 90,00,00,000

(See Note 3
below)

5. Upfront Equity Infusion 5,00,00,000

6. Interim Management Cost Upto

5,00,00,000
Total Upto
475,52,00,000

Notes to the table:

Note 1: As per Annexure 2 of the Plan, if the mandatory payments

prescribed under the Code (including the CIRP Cost, payments to
Operational Creditors and Mandatory Dissenting Financial Creditors
Payments) are not sufficient to be met out of the total financial outlay set out
in the Plan, the RA will infuse additional funds as may be necessary to meet
the shortfall in making the mandatory payments specified under the Code of
up to INR 35 crores.
Note 2 (Assignment of Reliance Bhutan Loan): The Corporate Debtor had
extended certain loans to Reliance Bhutan Limited (a wholly owned
subsidiary of RITL). As on 31.03.2020, the outstanding amount in relation
to such loan is INR 195,00,00,000 (“Reliance Bhutan Loan”). The
Resolution Applicant has agreed to transfer the Reliance Bhutan Loan in
favour of the Approving Financial Creditors on the Effective Date by way of
assignment agreement. However, on or before the Effective Date, the
approving financial creditors and the Resolution Applicant may agree on an
alternative mechanism for transfer of the Reliance Bhutan loan in favour of
the approving financial creditors or such other entity as may be identified by
them, provided that there are no adverse tax implications on the Corporate
Debtor or the Resolution Applicant on account of such transfer or

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assignment. Any amounts realised by the Approving Financial Creditors

shall be distributed to the stakeholders in the manner provided in the Plan.

Note 3:

Real Estate Asset Monetisation: The RA has identified certain real estate
assets (except Versova property) of the Corporate Debtor and proposes to
monetise them through price discovery mechanism, in order to generate
funds within 1 year from the issuance of the Closing Action Notice. In the
event the monetisation of the identified real estate assets is not completed
within 1 year from the issuance of the Closing Action Notice, the RA may
request the designated financial creditor (nominated by the CoC) for a
further period of 1 year which the designated financial creditor may grant at
its sole discretion. The RA expects to generate an amount of approximately
INR 90 crores. This amount is only estimated realization of the Real Estate
Monetization Proceeds. Actual realization may depend and/or vary on
account of the factors specified in sub-section 1.2.10 of the Plan. In the event
the sale of any or all of the identified real estate assets is not consummated
within 1 year from the issuance of the Closing Action Notice, the RA shall
transfer such unsold identified real estate assets to a trust which shall be
settled for this purpose and with a person chosen by the approving financial
creditors as its trustee. The trustee shall hold in trust for the financial creditors
the trust property, and shall be entitled to deal with the assets in any manner
whatsoever.

Note 4 – In addition to the above, Plan also provides for recoveries from
applications under Sections 43, 45, 47, 49, 50 or 66 of the Code, which shall
be solely for benefit of the Financial Creditors.

Manner of distribution under the Plan

27. The Plan proposes that the manner of distribution as follows -
(i) payment of unpaid corporate insolvency resolution costs (“CIRP
Costs”) in full and in priority to all other stakeholders;

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(ii) out of the Total Resolution Amount, payment of INR 11,90,376

payable to the workmen and employees on pro-rata basis to their
admitted debt;
(iii) out of the Total Resolution Amount, payment of INR 26,46,971
payable to the operational creditors (other than workmen and
employees) on pro-rata basis to their admitted debt
(iv) payment of mandatory amounts to dissenting financial creditors in
priority to any payment to approving financial creditors in
accordance with the Plan;
(v) the balance amount available, after making the aforesaid
payments, will be distributed between and amongst the approving
financial creditors on pro-rata basis to their admitted debt.

28. The payments of the Total Resolution Amount, i.e. INR 57 crores,
under this Plan shall be effected within 30 days from the date of
issuance of the Closing Action Notice, subject to other provisions of
the Plan.

Treatment of Stakeholders under the Plan

Category Sub-Category Amount Amount Amount Amount
(Sl. of of Stakeholder Claimed Admitted Provide Provided to
No Stakehold (INR) (INR) d under the Amount
. er* the Plan Claimed
(INR) (%)

(1) (2) (3) (4) (5) (6) (7)

1 Secured (a) Creditors NA NA NA NA
Financial not having a
Creditors right to vote
under sub-

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section (2) of
section 21
(b) Other than
(a) above:
(i) who did 1,38,11,61,65,6 1,32,27,12,64,35 3,17,49, 2.30 %
not vote in 31 8 58,996
favour of the
Plan

(ii) who voted 2,98,10,39,63,8 2,81,38,69,41,75 1,37,92, 0.46 %

in favour of 91 8 12,310
the Plan

Total[(a) + 4,36,22,01,29, 4,13,65,82,06,11 4,55,41, 1.04%

(b)] 522 6 68,523
2 Unsecure (a) Creditors 55,82,63,51,248 55,81,75,50,638 Nil Nil
d not having a
Financial right to vote
Creditors under sub-
section (2) of
section 21
(b) Other than
(a) above:
(i) who did 31,53,46,962 31,53,46,962 11,91,34 0.38 %
not vote in 7
favour of the
Plan
(ii) who voted - - - -
in favour of
the Plan

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Total[(a) + 56,14,16,98,21 56,13,28,97,600 11,91,34 0.002%

(b)] 0 7 [Note 4]

3 Operation (a) Related 2,38,41,21,514 2,38,11,94,403 Nil Nil

al Party of
Creditors Corporate
Debtor
(b) Other than
(a) above:
(i)Governmen 1,69,18,33,028 17,38,99,347 19,40,76 0.11%
t 1
(ii)Workmen 13,80,49,091 7,53,53,901 8,63,099 0.63%
& Employees
(iii)On the 2,85,73,214 2,85,73,214 3,27,276 1.15%
behalf of
Workmen &
Employees
(iv) Other 7,57,04,975 6,32,78,920 7,06,209 0.93%
Operational
Creditors
Total[(a) + 4,31,82,81,823 2,72,22,99,785 38,37,34 0.09%
(b)] 7
4 Other NA NA NA NA NA
debts and
dues
Grand Total 4,96,68,01,09, 4,72,51,34,03,50 4,55,92, 0.92%
556 2 00,000

Notes to the above table:

 Note 1: Out of the total admitted financial debt of an amount of INR

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41,397.36 crores, the direct lending to the Corporate Debtor is only INR
182.20 crores (0.44% of total debt). The balance amounts have been
admitted on the basis of corporate guarantees and other similar/ third
party obligations of the Corporate Debtor, which claims are also admitted
claims in the corporate insolvency resolution process of Reliance
Communications Limited, Reliance Telecom Limited, Reliance Infratel
Limited.
 Note 2: Amount provided under the Plan includes estimated value of
non-cash components. It is not Net Present Value (“NPV”)
 Note 3: CIRP Costs: Outstanding CIRP Costs, as on 31.01.2023
(unaudited) is INR 2.85 crores, the amounts payable to all stakeholders
as stated in the above table are calculated basis this amount. The CIRP
Costs will be paid in full and in priority to any other creditor of the
Corporate Debtor.
 Note 4: The amount set out for recoveries of the financial creditors has
been based on the cash balances as on 28th February, 2021, and takes into
consideration adjustments on account of interim management costs of
INR 5 crores, litigation corpus of INR 5 crores, upfront equity
commitment of INR 5 crores and CIRP costs of INR 4.60 crores.

Statutory Compliance
29. In compliance of Section 30(2) of IBC, 2016, the Resolution
Professional has examined the Resolution plan of the Successful
Resolution Applicant and confirms that this Resolution Plan:
a) Provides for payment of Insolvency Resolution Process cost in a
manner specified by the Board in the priority to the payment of
other debts of the corporate debtor;
b) Provides for payment of debts of operational creditor in such
manner as may be specified by the board which shall not be less
than
(i) the amount to be paid to such creditors in the event of
liquidation of the corporate debtor under Section 53; or

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(ii) the amount that would have been paid to such creditors, if
the amount to be distributed under the Resolution Plan
had been distribute in accordance with sub-section (1) of
Section 53 in the event of liquidation of the corporate
debtor.
c) Provides for management of the affairs of the Corporate Debtor
after approval of Resolution Plan;
d) The implementation and supervision of Resolution Plan;
e) Does not prima facie contravene any of the provisions of the law
for time being in force,
f) Confirms to such other requirements as may be specified by the
Board.
g) As per the Affidavit, the Resolution Applicant is not covered
under 29A.

30. In compliance of Regulation 38 of CIRP Regulations, the Resolution

Professional confirms that the Resolution plan provides that
a) The amount due to the Operational Creditors under resolution
plan shall be given priority in payment over Financial Creditors.
b) It has dealt with the interest of all Stakeholders including
Financial Creditors and Operational Creditors of the CD.
c) A statement that neither the Resolution Applicants nor any
related parties have failed to implement nor have contributed to
the failure of implementation of any other Resolution Plan
approved by the AA in the past.
d) The terms of the plan and its implementation schedule.
e) The management and control of the business of the CD during
its term.
f) Adequate means of Supervising its implementation.
g) The Resolution Plan Demonstrate that it addresses
i.The cause of the Default

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ii.It is feasible and viable

iii.Provision for effective implementation
iv.Provisions for approvals required and the time lines for the
same.
v.Capability to Implement the Resolution Plan

31. The Resolution Professional has submitted Form H vide Additional

Affidavit dated 09.11.2021 under Regulation 39(4) of the CIRP
Regulations to certify that the resolution plan as approved by the CoC
meets all the requirements of the IBC and its Regulations, the relevant
parts of which are reproduced below :

FORM H

COMPLIANCE CERTIFICATE

(Under Regulation 39(4) of the Insolvency and Bankruptcy Board of India

(Insolvency Resolution Process for Corporate Persons) Regulations, 2016

2. The details of the CIRP are as under:

Sl. Particulars Description

No.

1 Name of the CD Reliance

Communications
Infrastructure Limited

2 Date of Initiation of CIRP September 25, 2019

3 Date of Appointment of IRP September 25, 2019

4 Date of Publication of Public Announcement September 28, 2019

5 Date of Constitution of CoC October 17, 2019

6 Date of First Meeting of CoC October 22, 2019

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7 Date of Appointment of RP October 31, 2019

8 Date of Appointment of Registered Valuers 1. Girish Pawar –

November 01, 2019

2. Rakesh Narula –
November 01, 2019

3. GAA Advisory
LLP – June 03,
2020

9 Date of Issue of Invitation for EoI November 01, 2019

10 Date of Final List of Eligible Prospective December 09, 2019,

Resolution Applicants which was further
revised and issued
finally on July 1, 2020.

11 Date of Invitation of Resolution Plan November 25, 2019

12 Last Date of Submission of Resolution Plan December 17, 2019,

which was further
extended to July 31,
2020

13 Date of Approval of Resolution Plan by CoC August 30, 2021

14 Date of Filing of Resolution Plan with August 30, 2021

Adjudicating Authority

15 Date of Expiry of 180 days of CIRP June 01, 20211

16 Date of Order extending the period of CIRP March 19, 2020

17 Date of Expiry of Extended Period of CIRP August 30, 20212

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18 Fair Value INR 722.59 crores

19 Liquidation value INR 428.51 crores

20 Number of Meetings of CoC held 18

4. I hereby certify that-

(i) the said Resolution Plan complies with all the provisions of the Insolvency
and Bankruptcy Code 2016 (Code), the Insolvency and Bankruptcy Board of
India (Insolvency Resolution Process for Corporate Persons) Regulations,
2016 (CIRP Regulations) and does not contravene any of the provisions of
the law for the time being in force.

(ii) the Resolution Applicant Reliance Projects & Property Management Services
Limited has submitted an affidavit pursuant to section 30(1) of the Code
confirming its eligibility under section 29A of the Code to submit resolution
plan. The contents of the said affidavit are in order.

(iii) the said Resolution Plan has been approved by the CoC in accordance with
the provisions of the Code and the CIRP Regulations made thereunder. The
Resolution Plan has been approved by 67.97 % of voting share of financial
creditors after considering its feasibility and viability and other requirements
specified by the CIRP Regulations.

(iv) The voting was held in the meeting of the CoC on [state the date of meeting]
where all the members of the CoC were present.

or

I sought vote of members of the CoC by electronic voting system which was kept open
at least for 24 hours as per the regulation 26.

[strike off the part that is not relevant]

7. The amounts provided for the stakeholders under the Resolution Plan is as under:

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(Amount in INR)

Sl. Category of Sub- Amount Amount Amount Amount

No Stakeholder* Category of Claimed Admitted Provided Provided to
. Stakeholder under the Plan the Amount
Claimed

(%)

(1) (2) (3) (4) (5) (6) (7)

1 Secured (a) Creditors NA NA NA NA

Financial not having a
Creditors [Note right to vote
3] under sub-
section (2) of
section 21

(b) Other
than (a)
above:

(i) who did 1,38,11,61,65, 1,32,27,12,64 3,17,49,58,99 2.30 %

not vote in 631 ,358 6
favour of the
resolution
Plan

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(ii) who 2,98,10,39,63, 2,81,38,69,41 1,37,92,12,31 0.46 %

voted in 891 ,758 0
favour of the
resolution
plan

Total[(a) + 4,36,22,01,29 4,13,65,82,0 4,55,41,71,30 1.04%

(b)] ,522 6,116 6

2 Unsecured (a) Creditors 55,82,63,51,2 55,81,75,50,6 Nil Nil

Financial not having a 48 38
Creditors right to vote
under sub-
section (2) of
section 21

(b) Other
than (a)
above:

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(i) who did 31,53,46,962 31,53,46,962 11,91,347 0.38 %

not vote in
favour of the
resolution
Plan3

(ii) who - - - -
voted in
favour of the
resolution
plan

Total[(a) + 56,14,16,98,2 56,13,28,97, 11,91,347 0.002%

(b)] 10 600
[Note 11]

3 Operational (a) Related 2,38,41,21,51 2,38,11,94,40 Nil Nil

Creditors Party of 4 3
Corporate
Debtor

(b) Other
than (a)
above:

(i)Governme 1,69,18,33,02 17,38,99,347 19,40,761 0.11%

nt 8

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(ii)Workmen 13,80,49,091 7,53,53,901 8,63,099 0.63%

& Employees

(iii)On the 2,85,73,214 2,85,73,214 3,27,276 1.15%

behalf of
Workmen &
Employees

(iv) Other 7,57,04,975 6,32,78,920 7,06,209 0.93%

Operational
Creditors

Total[(a) + 4,31,82,81,82 2,72,22,99,7 38,37,347 0.09%

(b)] 3 85

4 Other debts NA NA NA NA NA
and dues

Grand Total 4,96,68,01,09 4,72,51,34,0 4,55,92,00,00 0.92%

,556 3,502 0

*If there are sub-categories in a category, please add rows for each sub-category.

Note 1: Amount provided under the Resolution Plan includes estimated value of non-
cash components. It is not NPV.

Note 2: Outstanding CIRP Costs, as on July 31, 2021 (unaudited) is INR 4.60
crores, the amounts payable to all stakeholders as stated in the above table are
calculated basis this amount.

Note 3: Financial Creditors having both Secured and Unsecured facilities have been
considered as Secured Financial Creditors for the purpose of this table.

Note 4: The Resolution Plan provides for a payment of INR 11,90,376 or amount
payable to the Workmen and Employees in accordance with Section 30(2)(b) of the

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Code, whichever is higher, for the Workmen and Employees which is bifurcated in
the table above at points 3(b)(ii) and 3 (b)(iii).

Note 5: The Resolution Plan provides for a payment of INR 26,46,971 or amount
payable to the Operational Creditors (other than Workmen and Employees) in
accordance with section 30(2)(b) of the Code, whichever is higher, for the Operational
Creditors (other than Workmen and Employees) which is bifurcated in the table above
at points 3(b)(i) and 3(b)(iv).

Note 6: Apart from the claims admitted shown as per Table above, certain claims
filed by statutory creditors and workmen/employees amounting to INR 152.70 crores
have been admitted on contingent basis.

Note 7: As per Annexure 2 of the Resolution Plan, if the mandatory payments

prescribed under the Code (including the CIRP Cost, payments to Operational
Creditors and Mandatory Dissenting Financial Creditors Payments) are not sufficient
to be met out of the total financial outlay set out in the Resolution Plan, the Resolution
Applicant will infuse such additional funds as may be necessary solely to meet the
shortfall in making the mandatory payments specified under the Code of up to INR
35 crores.

Note 8: The amount set out for recoveries of the financial creditors has been based on
the cash balances as on February 28, 2021, and takes into consideration adjustments
on account of interim management costs of INR 5 crores, litigation corpus of INR 5
crores, upfront equity commitment of INR 5 crores and CIRP costs of INR 4.60 crores.

Note 9: The amounts indicated for recovery to financial creditors also includes
estimated realization of the Real Estate Monetization Proceeds of approximately INR
90 crores. Actual realization may depend and/or vary on account of the factors
specified in sub-section 1.2.10 (Sale of Identified Real Estate Assets and realization of
Real Estate Monetization Proceeds) of Part B (Financial Proposal) of the Resolution
Plan.

Note 10: In respect of the payouts to the approving financial creditors, it is clarified
that an amount of INR 195 crores is included basis the understanding that the existing

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loans to Reliance Bhutan Limited shall be assigned to the approving financial

creditors on the Effective Date (subject to any alternative mechanism as may be agreed
between the Resolution Applicant and the approving financial creditors prior to the
Effective Date for transfer of such loans).

Note 11: Out of the total admitted debt of an amount of INR 41,397.36 Cr, only an
amount of INR 182.20 Cr pertains to the direct lending to the Corporate Debtor. The
balance amounts are admitted basis corporate guarantees and other similar payment
obligations, which are also subject matter of admitted claims in the corporate
insolvency resolution process of Reliance Communications Limited, Reliance
Telecom Limited, Reliance Infratel Limited and/or Reliance Communications
Infrastructure Limited.

32. On perusal of the Resolution Plan, we find that the Resolution Plan
provides for the following:
a) Payment of CIRP Cost as specified u/s 30(2)(a) of the Code.
b) Repayment of Debts of Operational Creditors as specified u/s
30(2)(b) of the Code.
c) For management of the affairs of the Corporate Debtor, after
the approval of Resolution Plan, as specified U/s 30(2)(c) of
the Code.
d) The implementation and supervision of Resolution Plan by
the RP and the CoC as specified u/s 30(2)(d) of the Code.

33. The RP has complied with the requirement of the Code in terms of
Section 30(2)(a) to 30(2)(f) and Regulations 38(1), 38(1)(a), 38(2)(a),
38(2)(b), 38(2)(c) & 38(3) of the Regulations.

34. The RP has filed Compliance Certificate in Form-H along with the
Plan. On perusal the same is found to be in order. The Resolution
Plan has been approved by the CoC by majority of 67.97%%.

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35. On 22.11.2023, the Bench had sought clarification in relation to

Clause 8.2.2(iii) of the Resolution Plan which reads as under:

“ (iii) Communication of the order of the NCLT sanctioning the Resolution

Plan by the Resolution Professional with all the stakeholders (including
any Government and Statutory Authorities) of the Corporate Debtor,
Reliance Communications Limited (RCL), Reliance Infratel Limited
(RITL) and Reliance Telecom Limited (RTL) by: (a) publishing the
order on the website of the Corporate Debtor, RCL, RITL and RTL;
and (b) communicating the order to the stock exchanges where the shares
of RCL are listed to be done within 14 business days from the receipt of
copy of the order of the NCLT sanctioning the Resolution Plan;”

36. The Counsel for the Applicant clarified vide Additional Affidavit
dated 04.12.2023, stating that the condition precedent in clause
8.2.2(a)(iii) does not make the Resolution Plan contingent on the
approval of the Resolution Plan of RCL, RITL and RTL. This Clause
was incorporated for the limited purpose of communicating the order
passed in the present resolution Plan to all the stakeholders of the
Corporate Debtor, including RCL (i.e. the holding company of the
Corporate Debtor), RITL and RTL (being group companies of RCIL),
and the implementation of the present Resolution Plan is not
contingent upon approval of the Resolution Plans in respect of RCL,
RITL and RTL.

37. Considering the submissions, this Bench is of considered view that the
Condition Precedent which is read as if plan is contingent on
approval of Resolution Plans of RCL, RITL and RTL is arising
on account of existence of coma after the words Corporate
Debtor. Since the SRA has categorically clarified that the
implementation of this plan is not contingent on approval of
Resolution Plan in case of Reliance Communication Limited
and Reliance Telecom Limited, we do not find any reason to

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consider this plan as contingent on the basis of clause 8.2.2(iii)

of the Resolution Plan.

38. In K Sashidhar v. Indian Overseas Bank & Others (in Civil Appeal
No.10673/2018 decided on 05.02.2019) the Hon’ble Apex Court held
that if the CoC had approved the Resolution Plan by requisite percent
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 Apex Court further observed that the role of the NCLT
is ‘no more and no less’. The Hon’ble Apex 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 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.

39. In view of the discussions and the law thus settled, the instant
Resolution Plan meets the requirements of Section 30(2) of the Code
and Regulations 37, 38, 38 (1A) and 39 (4) of the Regulations. The
Resolution Plan is not in contravention of any of the provisions of
Section 29A of the Code and is in accordance with law. The same
needs to be approved.

40. It has been observed that certain avoidance applications have been
filed involving the Group Companies of the Corporate Debtor,
wherein there are certain reliefs claimed for as well as against the
Corporate Debtor. These applications are pending for adjudication. It

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is clarified that the net receivable/payable inter se Group Companies

shall be dealt with in accordance with the terms of this Plan.

41. The Resolution Plan along with the Addendum thereto annexed to
the Application is hereby approved. It shall become effective from this
date and shall form part of this order with the following directions:
i. It shall be binding on the Corporate Debtor, 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 is due, guarantors and other stakeholders
involved in the Resolution Plan.

ii. The approval of the Resolution Plan shall not be construed

as waiver of any statutory obligations/liabilities of the
Corporate Debtor and shall be dealt by the appropriate
Authorities in accordance with law. Any waiver sought in the
Resolution Plan, shall be subject to approval by the
Authorities concerned in light of the Judgment of Supreme
Court in Ghanshyam Mishra and Sons Private Limited v/s.
Edelweiss Asset Reconstruction Company Limited, the relevant
para’s of which are extracted herein below:
“95. (i) Once a resolution plan is duly approved by
the adjudicating authority under sub-section (1) of
Section 31, the claims as provided in the resolution
plan shall stand frozen and will be binding on the
corporate debtor and its employees, members,
creditors, including the Central Government, any
State Government or any local authority, guarantors
and other stakeholders. On the date of approval of
resolution plan by the adjudicating authority, all
such claims, which are not a part of the resolution

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plan shall stand extinguished and no person will be

entitled to initiate or continue any proceedings in
respect to a claim, which is not part of the resolution
plan;

(ii) 2019 Amendment to Section 31 of the I&B Code

is clarificatory and declaratory in nature and
therefore will be effective from the date on which the
Code has come into effect;

(iii) consequently, all the dues including the

statutory dues owed to the Central Government, any
State Government or any local authority, if not part
of the resolution plan, shall stand extinguished and
no proceedings in respect of such dues for the period
prior to the date on which the adjudicating authority
grants its approval under Section 31 could be
continued.”

iii. The Memorandum of Association (MoA) and Articles of

Association (AoA) shall accordingly be amended and filed
with the Registrar of Companies (RoC), Mumbai,
Maharashtra for information and record. The Resolution
Applicant, for effective implementation of the Plan, shall
obtain all necessary approvals, under any law for the time
being in force, within such period as may be prescribed.

iv. The moratorium under Section 14 of the Code shall cease to

have effect from this date.

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v. The Applicant shall supervise the implementation of the

Resolution Plan and file status of its implementation before
this Authority from time to time, preferably every quarter.

vi. The Applicant shall forward all records relating to the conduct
of the CIRP and the Resolution Plan to the IBBI along with
copy of this Order for information.

vii. The Applicant shall forthwith send a certified copy of this

Order to the CoC and the Resolution Applicant, respectively
for necessary compliance.

Sd/- Sd/-

Prabhat Kumar Justice V.G. Bisht

Member (Technical) Member (Judicial)
/SP/

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