Extension of Time to Submit Resolution Plan cannot be extended on grounds of Pandemic when Online Facilities are Available: National Company Law Appellate Tribunal, Principal Bench, New Delhi
With the availability of abundant remote working technology, whether the Covid-19 pandemic would be tenable as grounds for grant of extension for submission of Resolution Plan, was a question considered by the NATIONAL COMPANY LAW APPELLATE TRIBUNAL, PRINCIPAL BENCH, NEW DELHI, before a bench consisting of Justice Anant Bijay Singh, Member (Judicial); Ms. Shreesha Merla, Member (Technical), in the matter of CRPL Infra Private Limited vs. Anil Agarwal, Resolution Professional and Ors. [COMPANY APPEAL (AT) (INSOLVENCY) No. 259 of 2021], on 17.01.22. The facts of the case were that the present appeal challenged the Impugned Order dated 02.02.2021, passed by the Learned Adjudicating Authority (National Company Law Tribunal, Kolkata Bench) under Section 61(1) of the Insolvency and Bankruptcy Code, 2016. By the Impugned Order, the Learned Adjudicating Authority has dismissed the application filed by the appellant herein against the Resolution Professional and the Members of Committee of Creditors (CoC) praying to set aside the resolution passed at the 12th CoC Meeting held on 10.09.2020, on the ground that the CoC had rejected the Applicant’s request for extension of time to submit the Resolution Plan and to consider the Resolution Plan proposed to be submitted by the appellant herein. The Learned Counsel for the Appellants, vehemently contended that during the CoC Meeting on 03.09.2020, all the Resolution Applicants agreed for adjournment to file the revised Resolution Plan. On 08.09.2020, the RP sent an email conveying that the 10th COC Meeting would take place on 10.09.2020, without stating the agenda and giving only two days’ time which is not in conformity with Section 19 of the Code. It was also argued that the Resolution Professional was aware that the appellant was going to revise their offer to around Rs.55 Crs. and would become the highest bidder. It was argued that the appellant was not given any opportunity though no harm would have been caused had 10 to 15 days’ time been given to the appellant. It was further contended that the appellant’s submitted reasons for extension were valid, and that the delay of 60 days in pronouncement of judgement was an unjust waste of valuable time. The insertion of Regulation 40C by the Insolvency and Bankruptcy Board of India’s notification dated 29.03.2020, was cited in order to assert that the Government, various legislations and Courts across the Country have adopted a sympathetic approach and have duly extend timelines which were unable to be met as a result of the Pandemic Covid-19. The Learned Counsel for the Respondents, contended that the Resolution Professional, in consonance with the CoC Members extended the time for submission of the Resolution Plan four times i.e., 01.04.2020 till 31.07.2020 (120 days). It was also noted that the 12th CoC Meeting was held on 10.09.2020, wherein the Resolution Professional brought to the notice of the CoC that an email was received from the appellant seeking extension of time, but the same was refused. A higher bid amount received was declared as H1 Bidder with a revised bid for Rs.43 Crs. The H1 Bidder had written to the Resolution Professional on 30.07.2020 and on 28.08.2020 that the extension in timeline might lead to their withdrawal from the Resolution Process of the ‘Corporate Debtor’ and that the funds earmarked for taking over the ‘Corporate Debtor’ may be deployed in some other Project. It was put forth that the timelines were published on 18.02.2020 through Form-G and the appellant had given declaration that they will abide by the timelines and the provisions of RFRT. After the Members of the COC conveyed to the appellant that extension could not be granted, the appellant decided to exit the Meeting and their open bidding process was conducted wherein H1 Company was declared the Bidder with Rs.49 Crs. Subsequently, payment was made in clearance of the government debts as well as to financial creditors. Placing reliance on precedents, it was asserted that the Respondent had taken control over the ownership and management of the ‘Corporate Debtor Company’, and that the Plan had been implemented. It was further asserted that Regulation 40-C is applicable only till the end of the period of lockdown. The National Company Law Appellate Tribunal, Principal Bench, New Delhi, took into account the documentary evidence as well as the submissions and arguments, and placed reliance on several precedents, in order to hold that Sub-Section (3) of Section 30 of the Code provides that the Resolution Professional shall present the Resolution Plans, which conform to the requirement of Section 30, before the CoC for approval. After considering the feasibility and viability, as stipulated under sub-Section (4) of Section 30, the CoC may approve the Resolution Plan by a vote not less than 66%.  It was observed in the instant case, if CoC has approved with 66% majority as provided under Section 12(2) of the Code and has decided not to extend the time to the appellant herein on the ground that several extensions have already been given, the Resolution Professional cannot take any contrary decision, thereby rendering the appellant’s challenge untenable. It was further noted that additionally, the appellant had not chosen to exercise their choice of participating in the open bidding process and chose to exit the Meeting and even accepted the refund of the EMD amount. It was held that it would defeat the scope and objective of the Insolvency and Bankruptcy Code, 2016, if the clock is turned back. Thus, it was held that the present appeal failed.
National Company Law Appellate Tribunal Principal Bench New Delhi COMPANY APPEAL(INSOLVENCY) No. 2521 Arising out of Order dated 02nd February 2021 passed by National Company Law Tribunal Kolkata Bench Kolkata in I.A. No. 1010 KB 2020 in C.P.No. 1444 KB 2018). IN THE MATTER OF: CRPL Infra Private Limited 121 Chitranjan Avenue Opp. Mohammed Ali Park Kolkata 700073Though its Director Mr.. Rajesh Agarwal. Email: crystalcal@rediff.com ...Appellant 1. Shri Anil Agarwal Resolution Professional Transafe Services Limited Balmer Lawrie House6th Floor 21 N.S. Road Kolkata 700001 Email: transafe@aaainsolvency.com 2. Canara BankKaveri House 132 1 M.G. Road Barabazar Kolkata 700007 Though its Branch Manager. Email: samb.kolkata@syndicatebank.co.in 3. Axis Bank Limited Structured Assets Group East 1 Shakespeare Sarani 4th Floor A.C. Market Building Kolkata 700071 Through its Branch Manager. Email: Renosh.iacob@axisbank.com Prasun.Bhattacharya@axisbank.com 4. HDFC Bank Ltd. Tower B 4th Floor Peninsulla Business Park Ganpatrao Kadam Marg ...Respondent No. 1 ...Respondent No. 2 ...Respondent No. 3 2 Dwan Mills Compound Lower ParelMumbai 400013 Through its Branch Manager. Email: Manish.Nyati@hdfcbank.com 5. The Karur Vyasya Bank Ltd. Kolkata Shakespeare Sarani Branch Ground Floor S.B. Towers 37 Shakespeare Sarani Kolkata West Bengal 700017 Through its Branch Manager. Email: shakespeare@kvbmail.com 6. Bank of India Kolkata Large Corporate Branch 5 B.T.M. Sarani Kolkata 700001 Through its Branch Manager. Email: LCB.kolkata@bankofindia.co.in 7. Balmer Lawrie and Company Limited 3rd Floor 21 Netaji Subhash Road Kolkata West Bengal 700001 Through its Company Secretary. Email: choudhary.dinesh@balmerlawrie.com 8. Om Logistics Ltd. 130 Transport Centre Punjabi Bagh New Delhi 110035 Through its Company Secretary. Email: ashishmathur@omlogistics.co.in omgroup@omlogistics.co.in ...Respondent No. 4 ...Respondent No. 5 ...Respondent No. 6 ...Respondent No. 7 ...Respondent No. 8 Mr. Rajender Singhvi Advocates. Mr. Anil Agarwal RP in person. Mr. Joy Saha Sr. Advocate along with Mr. Arun Kumar Gupta RP) Advocates for R 1. Mr. R K Sanghi Sr. Advocate for R 1 & R 8. Mr. Shivang Rawat Advocate for R 2 to R 6. Mr. Abhinav Srivastava & Mr. Nirmal Prasad Advocates forR 2 to R 6. PCA) Mr.. Nipun Gautam Company Appeal(Insolvency) No. 2521 3 J U D G E M E N T Challenge in this Appeal namely Company Appeal(Insolvency) No. 259 of 2021 is to the Impugned Order dated 02.02.2021 passed by the Learned Adjudicating Authority in I.A. No. 1010 KB 2020 in C.P. No. 1444 KB 2018 under Section 61(1) of the Insolvency and Bankruptcy Code 2016 and the Members of Committee of Creditorspraying to set aside the resolution passed at the 12th COC Meeting held on 10.09.2020 on the ground that the CoC had rejected the Applicant’s request for extension of time to submit the Resolution Plan and to consider the Resolution Plan proposed to be submitted by the Applicant Appellant 2. While dismissing the I.A. the Adjudicating Authority has observed as ―18. This is a case where the CIRP had commenced on 21.11.2019 the first invitation to EoI was published on 18.01.2020. The last date of submission of resolution plan had been extended four times at the instance of prospective resolution applicants including the Applicant herein. Upon receiving an email from the RP the resolution applicants including the Applicant herein had submitted their revised resolution plans before the eleventh CoC meeting was held on 19. In the said meeting upon request from the Applicant herein an opportunity to make revised bids Company Appeal(Insolvency) No. 2521 4 the Applicant decided not four opportunities were granted during the twelfth CoC meeting to be held on 10.09.2020 was granted. However the Applicant herein wide email dated 08.09.2020 sought further extension of time for submission of revised resolution plan. This request for further extension was not entertained by the CoC its twelfth meeting however the CoC has offered the Applicant to continue to be a part of the ongoing process so that it may have an opportunity at a later stage. The Applicant sought 15 minutes time for discussion and upon discussion participate in the open bidding process and exited the meeting. Therefore the CoC went on to approve the resolution plan submitted by Om Logistics Ltd. i.e. Respondent No. 8 herein in its fourteenth CoC meeting held on 17.10.2020. 20. From the submissions made on behalf of all the parties and the documents available on record it is submission of resolution plan vide dates 16.04.2020 30.05.2020 29.06.2020 31.07.2020 and opportunities were granted resolution plan vide 19.08.2020 and 03.09.2020 to the Applicant herein. Despite several opportunities being granted the Applicant herein has failed to submit its revised resolution plan. 21. The Applicant s submission that the resolution plan could not be finalised due to lockdown and due the authorised representative being either infected or exposed to Covid 19 on various dates is also not very tenable since by the September 2020 remote working technologies were abundantly available most of the proceedings had moved online and the board meetings could also have been held online during the extended time already granted by the CoC. 22. All the resolution applicants including the Applicant herein were given equal opportunity to submit their resolution plans and revised resolution plans in fact the time was even extended upon the Applicant s request. The Applicant herein was treated at par with others and opportunity to participate in the meetings was given to them. In our considered opinion neither the decision of the CoC nor of the RP was unreasonable or arbitrary. Therefore Adjudicating Authority is neither inclined towards its directors other to submit Company Appeal(Insolvency) No. 2521 5 quashing and setting aside the resolution passed at the twelfth CoC meeting of the Corporate Debtor held on 10.09.2020 to the extent that it rejects the Applicant s request for extension of time to submit its resolution plan nor inclined towards directing the RP and the CoC to consider the resolution plan proposed to be submitted by the Applicant.‖ Submissions of the Learned Counsel appearing on behalf of the  Learned Counsel for the Appellant vehemently contended that during the CoC Meeting on 03.09.2020 all the Resolution Applicants agreed for adjournment to file the revised Resolution Plan. On 08.09.2020 the RP sent an email conveying that the 10th COC Meeting would take place on 10.09.2020 without stating the agenda and giving only two days time which is not in conformity with Section 19 of the Code.  On 08.09.2020 itself the Appellant addressed an email to the RP seeking 10 15 days extra time to submit the revised Resolution Plan but the RP on 10.09.2020 had conveyed to the Appellant that the COC has refused to extend the time. Even the Minutes of the Meeting were not supplied on the ground that it is a confidential document.  The RP was aware that the Appellant was going to revise their offer to around Rs.55 Crs. and would become the highest bidder.  On 10.09.2020 H8 was declared as H1 and the CoC passed the resolution on 04.11.2020 taking 53 days to approve the Plan. But the Appellant was not given any opportunity though no harm would have been caused had 10 to 15 days time been given to the Appellant. Company Appeal(Insolvency) No. 2521 6  The I.A. preferred by the Appellant herein was heard by the Adjudicating Authority on 02.10.2020 but the Judgement was pronounced only 60 days later whereby valuable time was lost.  The Learned Counsel drew our attention to Annexure 11 which is an email dated 08.09.2020 sent by the Appellant seeking time for the following reasons: o Despite talking all steps as may be necessary in order to comply with the timeline of 10th September 2020 we have been unable to finalize and formalize our Resolution Plan in view of the lockdown that was imposed across the Country due to COVID 19. As a result of the Pandemic we had very limited access to our office and all the documents necessary to prepare our Resolution Plan. As a result of this delay we have lost a considerable amount of time o Our Director Mr. Naresh Agarwal has been unwell and has in fact been diagnosed with COVID 19. A copy of the medical reports in this respect are enclosed. As a result he was unable to assist in preparation of the Resolution Plan. Mr. Agarwal was a critical member of our team and was in fact spearheading this assignment. In his absence and without his leadership our team has been struggling to formalize and finalize the Resolution Plan. Further Mr. Rajesh Agarwal one of the key promoters of the Resolution Applicant is under home quarantine due to his recent exposure to a covid 19 positive patient. Our General Manager Accounts Mr. Ved Byas another key member of the whole transaction is also found to be Covid 19 positive and is under home isolation. We are confident that all these key members will be in a condition to resume office within a period of 14 days from the date of this letter post which our team will endeavor to expeditiously formalize and finalize the Resolution Plan o Company Appeal(Insolvency) No. 2521 7 o Our Government various legislations and Courts across the Country have adopted a sympathetic approach and have duly extend timelines which were unable to be met as a result of the Pandemic Covid 19. In fact as you are aware the Insolvency and Bankruptcy Board of India vide notification dated 29th March 2020 inserted Regulation 40C which states as below: ―40C. Special provision time line. Notwithstanding the timelines contained in these regulations but subject to the provisions in the Code the period of lockdown imposed by the Central Government in the wake of COVID19 outbreak shall not be counted for the purposes of the time line for any activity that could not be completed due to such lockdown in relation to a corporate insolvency resolution process.‖ Submissions of the Learned Counsel appearing on behalf of the Respondent No. 1 Resolution ProfessionalLimited. CRPL Infra Private LimitedKolkata of PRA Company Appeal(Insolvency) No. 2521 8  R8 proposed a higher bid amount and was declared as H1 Bidder with a revised bid for Rs.43 Crs.  The 12th CoC Meeting was held on 10.09.2020 wherein the RP brought to the notice of the CoC that an email was received from the Appellant seeking extension of time but the same was refused.  The H1 Bidder had written to the RP on 30.07.2020 and on 28.08.2020 that the extension in timeline might lead to their withdrawal from the Resolution Process of the ‘Corporate Debtor’ and that the funds earmarked for taking over the ‘Corporate Debtor’ may be deployed in some other Project.  The timelines were published on 18.02.2020 through Form G and the Appellant had given declaration that they will abide by the timelines and the provisions of RFRT.  After the Members of the COC conveyed to the Appellant that extension could not be granted the Appellant decided to exit the Meeting and their open bidding process was conducted wherein H1 Company was declared the Bidder with Rs.49 Crs.  The EMD amount was returned to the Appellant. An application was preferred by the Appellant in September 2020 but the same was not pursued by them before the Adjudicating Authority though it was sitting regularly.  After the approval of the Resolution Plan the RP conveyed the first Meeting of the Monitoring Committee and three new Board of Directors were appointed. Further as per the terms of the Resolution Plan on 16.04.2021 Rs.49 Crs. were received from H1 out of which Company Appeal(Insolvency) No. 2521 9 Rs.47.17 Crs. payment was made to all the ‘Secured Financial Creditors’. The Government and statutory dues were also paid.  The ‘Financial Creditors’ namely Axis Bank Canara Bank HDFC Bank and Bank of India issued NOC and release their security  R 8 has taken control over the ownership and management of the ‘Corporate Debtor Company’. The Plan has been implemented. The RP in support of their case relied on the following Judgements: ‗Arcelor Mittal India Private Limited‘ Vs. ‗Satish Kumar Gupta‘ 2019) 2 SCC 1. ‗Committee of Creditors of Essar Steel India Limited‘ Vs. ‗Satish Kumar Gupta‘ 2019 SCC OnLine SC 1478 Para 54. ‗K Sashidhar‘ Vs. ‗Indian Overseas Bank & Ors.‘ 2019 SCC OnLine SC 257 Para 52 55 57 58 & 64. ‗Maharashtra Seamless Limited‘ Vs. ‗Padmanabhan‘ Civil Appeal ‗Swiss Ribbons Pvt. Ltd. & Anr.‘ Vs. ‗Union of India‘ 2019 SCC No. 42418 Para 28. OnLine SC 73 Para 82 84. Submissions of the Learned Counsel appearing on behalf of the Respondent No. 8 Successful Resolution Applicant:  The Resolution Plan has already been implemented and all the old Directors of the Company have resigned and the new Directors were appointed. Bankers have released their charges on the assets of their Company Appeal(Insolvency) No. 2521 10  The Successful Resolution Applicant has invested huge amounts on Purchase of Equipment Repair of Machinery Revival of Plant at  The Hon’ble Supreme Court has time and again held that commercial wisdom of the CoC cannot be overturned.  Though the Appellant referred to the email dated 08.09.2020 stating that one Mr. Naresh Agarwal one of the directors of the Appellant was tested Covid positive. The other authorised person Mr. Murali Lal Agarwal or Mr. Rajesh Agarwal who has filed this Appeal could have acted on behalf of the Appellant Company.  Regulation 40 C is applicable only till the end of the period of lockdown. As per the provisions of the Regulations for Resolution Plan RFRP) all prospective Resolution Applicants have agreed to abide by the decision of the CoC under clause 1.14.7 of the RFRP as it has been stated that no extension of time shall be given to the Resolution Applicant for submission of Resolution Plan. I.A. 599 of 2021 seeking condonation of delay in filing the Appeal is condoned vide Order dated 09.08.2021. The material on record shows that the last date for submission of the Resolution Plan was extended five times:  On 01.04.2020  16.04.2020  30.05.2020 Company Appeal(Insolvency) No. 2521  29.06.2020  and finally till 30.07.2020 11 It is the case of the Appellant that RP had given only two days time i.e. the email was addressed to them on 08.09.2020 and the 10th CoC Meeting was convened on 10.09.2020 and that the fixing of the date within two days is not in conformity with Section 19 of the Code and there are no reasons for the urgency stated in the email. The documentary evidence on record shows that the 12th COC Meeting was held on 10.09.2020 whereby the RP brought to the notice of the COC Members regarding the request of the Appellant in the email dated 08.09.2020 seeking extension till 25.09.2020 for submission of the revised Resolution Plan. Further extension of date was declined by the Members of the COC. As regarding the urgency which is submitted by the Appellant it is a well settled proposition that IBC is a time bound process and any extension of time has to be done strictly under the provisions of Section 12(2) of the Code which reads as follows: 12. Time limit for completion of insolvency resolution process. …..(2) The resolution professional shall file an application to the Adjudicating Authority to extend the period of the corporate insolvency resolution process beyond one hundred and eighty days if instructed to do so by a resolution passed at a meeting of the committee of creditors by a vote ofper cent. of the voting shares. Sub Section of Section 30 of the Code provides that the RP shall present the Resolution Plans which conform to the requirement of Section 30 before the CoC for approval. After considering the feasibility and viability as stipulated under sub Section of Section 30 the CoC may approve the Resolution Plan by a vote not less than 66%. The Hon’ble Company Appeal(Insolvency) No. 2521 Supreme Court in ‘Ebix Singapore Private Limited’ Vs. ‘Committee of 12 Creditors of Educomp Solutions Limited & Anr.’ 2021 SCC OnLine SC 707 in para 142 discussed the importance of adherence to timelines and it is relevant to reproduce the observations: 142 As noted above Section 12 of the IBC stipulates the timeline within which the CIRP is to be completed. The RP on the instructions of the CoC may make an application for extension of the CIRP. Regulation 40A of the CIRP Regulations provides a detailed model timeline for CIRP which accounts for all the procedural eventualities that are permitted by the statute and the regulations. Regulation 40A is extracted below: ―40 A. Model time line for corporate insolvency presents a model timeline of corporate insolvency resolution process on the assumption that the interim resolution professional is appointed on the date of commencement of the process and the time available is hundred and eighty days: Section Regulation Description of Section 16(1) Commencement of CIRP and appointment of IRP Regulation 6(1) inviting claims Within 3 Days of Appointment of IRP 6(2)(c) and 12Submission of Regulation 12(2) of claims Days from For 14 Appointment of Up to 90th day Company Appeal(Insolvency) No. 2521 Regulation 13(1) 13 Verification of claims received under Regulation Verification of claims received under Regulation of AR Report certifying constitution of CoC b) Regulation 16 A Regulation 17(1) 22 Regulation 19(2) 1st meeting the CoC Section 22(2) Section 16(5) Regulation 17(3) to by appoint RP the CoC IRP performs the functions of RP till the RP is appointed. Regulation 27 30 A of application Within 7 days from the receipt of the claim Within 2 days from verification of claims received under Regulation 12(1) Within 7 days of filing of the report certifying constitution of the CoC but with five days In the first meeting of the On approval by the AA If RP is not appointed by 40th day of Within 7 days of appointment of RP but not later than 47th day of Before issue of Company Appeal(Insolvency) No. 2521 14 CoC to dispose of the application Filing application of withdrawal if approved by CoC with 90% majority voting by RP to AA RP to form an preferential and other transactions RP to make a determination on preferential and other transactions RP to file applications to AA for appropriate relief Submission of IM to Regulation 35 A Regulation 36Regulation 36 A Publish Form G Invitation of EoI Submission of EoI At least 15 Provisional List of RAs by RP Submission of provisional list Final List of RAs by Company Appeal(Insolvency) No. 2521 Within 7 days of its receipt or 7 days constitution of CoC whichever is later. Within 3 days of approval by Within 75 days of the days of days of Within 2 weeks of appointment of RP but not later than 54th day of Within 75 days days from issue of EoIWithin 10 days from the last day of receipt of EoI For 5 days from the date of provisional list Within 10 days of the receipt of Regulation 36 B 15 Issue of RFRP including Evaluation Matrix and IM Resolution Plans Regulation 39(4) Section 31(1) Submission of CoC approved Resolution Plan to AA Approval of Resolution plan by Within 5 days of the issue of the provisional At least 30 days from issue of RFRP Assume 30 As soon as approved by the CoC AA: Adjudicating Authority AR: Authorised Representative CIRP: Corporate Resolution Process CoC: Committee of Creditors EoI: Expression of Memorandum Professional RA: Resolution Applicant RP: Resolution Professional RFRP: Request Resolution Plan.‖ Interest 10. The Minutes of the 12th COC Meeting established that the CoC offered to the Appellant to continue to be a part of the ongoing process so that it may have an opportunity at any later stage. The Appellant had sought 15 minutes time for discussion and thereafter decided not to participate in the open bidding process and exited the Meeting. Thereafter the CoC went on to approve the Resolution Plan submitted by M s. Om Logistics Ltd. R 8. We find force in the contention of the Learned Counsels for the Respondent that if one of the Directors of the Appellant Company Mr. Naresh Agarwal had tested Covid positive there are no substantial reasons given for any of the other five Directors not to have represented their matter. Company Appeal(Insolvency) No. 2521 11. Going a little bit more in detail the material on record shows that the 16 financial bid submitted by the Appellant as on 31.07.2020 and the revised bid submitted on 02.09.2020 read as follows: 5 Workman & Employee Total Financial Bid CIRP Cost unpaid if any Secured Financial Creditor Unrelated Operational Creditor Unsecured Financial Creditor Plan as on Revised Plan as on 02.09.2020 It is seen from the aforenoted table that even 10 days prior to the 12th Meeting of the CoC the revised Plan was Rs.29 Crs. The Hon’ble Supreme Court in ‘CoC of Essar Steel India Ltd.’ Vs. ‘Satish Gupta & Ors.’SCC OnLine SC 1478 held as follows: After a resolution plan is approved by the requisite majority of the Committee of Creditors the aforesaid plan must then pass muster of the Adjudicating Authority under Section 31(1) of the Code. The Adjudicating Authority‘s jurisdiction is circumscribed by Section 30(2) of the Code. In this context the decision of this court in K. Sashidhar is of great relevance 45. Indubitably the inquiry in such an appeal would be limited to the power exercisable by the resolution professional under Section 30(2) of the I&B Code or at best by the adjudicating authority under Section 31(2) read with 31(1) of the I&B Code. No other inquiry would be permissible. Further the jurisdiction bestowed upon the appellate authority is also expressly circumscribed. It can examine the challenge only in relation to the grounds specified in Section 61(3) of the I&B Code which is limited to matters ―other than‖ enquiry into the autonomy or commercial wisdom of the dissenting financial creditors. Thus the prescribed authorities NCLT NCLAT) have been endowed with limited jurisdiction as specified in the I&B Code and not to act as a court of equity or exercise plenary Company Appeal(Insolvency) No. 2521 17 48. 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 and Section 32 read with Section 61(3) of the Code insofar as the Appellate Tribunal is concerned the parameters of such review having been clearly laid down in K. SashidharIn a catena of Judgements the Hon’ble Apex Court has laid down that the provisions investing jurisdiction and authority in the NCLT has not made the commercial decision exercised by the CoC of not approving the Resolution Plan or rejecting the same justiciable. So in the instant case if CoC has approved with 66% majority as provided under Section 12(2) of the Code and has decided not to extend the time to the Appellant herein on the ground that several extensions have already been given the RP cannot take any contrary decision. Therefore the contention of the Learned Counsel for the Appellant that the RP has not given sufficient advance time for the meeting and has acted contrary to provisions of IBC is untenable. 14. Additionally the Appellant had not chosen to exercise their choice of participating in the open bidding process and chose to exit the Meeting and even accepted the refund of the EMD amount. Having regard to the fact that the Resolution Plan is already implemented there is a change in the directorship new shares have been allotted the concerned Banks ‘Financial Creditor’ have released the charge on the security and have given their NOC are of the considered view that it would defeat the scope and objective of the Code if the clock is turned back. Hence we are of the considered view that Company Appeal(Insolvency) No. 2521 the ratio of the Hon’ble Apex Court in ‘Ghanshyam Mishra and Sons 18 Private Limited’ Vs. ‘Edelweiss Asset Reconstruction Company Limited Ors.’ 166 SCL 237 and also in ‘Ebix Singapore Private Limited’ Vs. ‘Committee of Creditors of Educomp Solutions Limited & Anr.’ 2021 SCC OnLine SC 707 is squarely applicable to the facts of this 15. For all the aforenoted reasons this Appeal fails and is accordingly dismissed. No Order as to Costs. 16. The Registry is directed to upload the Judgement on the website of this Tribunal and send the copy of this Judgement to the Learned Adjudicating Authority Justice Anant Bijay Singh] MemberMs. Shreesha Merla] MemberNEW DELHI 17th January 2022 Company Appeal(Insolvency) No. 2521 