NCLT Mumbai Approves Ashdan Properties' Rs 900 Crore Plan To Revive Rolta India

The National Company Law Tribunal (NCLT) at Mumbai has approved a Rs 900 crore resolution plan submitted by Ashdan Properties Pvt Ltd to revive debt-laden Rolta India Ltd, holding that once a plan complies with insolvency law, the tribunal cannot interfere with the commercial decisions taken by lenders.

A bench of Judicial Member Sushil Mahadeorao Kochey and Technical Member Prabhat Kumar recorded that the plan met all statutory requirements under the Insolvency and Bankruptcy Code (IBC) and the applicable regulations.

“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 CIRP 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.,” the tribunal said.

Rolta India is an Indian multinational technology company headquartered in Mumbai, specialising in IT solutions across geospatial systems, defence-related technologies, business intelligence, big data analytics and engineering services. The company was admitted into insolvency on January 19, 2023, on a petition filed by Union Bank of India after it defaulted on its loan repayments.

Mamta Binani was appointed as the interim resolution professional and was later confirmed as the resolution professional (RP). A public announcement inviting claims was issued on January 21, 2023, and the Committee of Creditors was constituted on February 9, 2023.

The total admitted claims against Rolta stood at nearly Rs 14,000 crore, including corporate guarantees and other creditor claims. After evaluating multiple resolution plans, the CoC approved the proposal submitted by Ashdan Properties on August 2, 2024. A letter of intent was issued and accepted on August 9, 2024, along with a performance security of Rs 25 crore.

Under the approved plan, Ashdan Properties will make an upfront payment within 30 days of the tribunal's approval. The plan allocates Rs 808.55 crore to secured financial creditors and Rs 64.20 crore to unsecured financial creditors.

Unpaid insolvency resolution process costs of Rs 2.5 crore have been earmarked as a separate corpus fund, while claims of government authorities and employees are also proposed to be settled.

Several stakeholders objected to the plan, raising concerns over the valuation methodology adopted by registered valuers, the extinguishment of existing share capital without consideration, and the distribution of proceeds among creditors.

Rejecting these objections, the tribunal accepted the RP's submission that the plan complied with Sections 30(2) and 29A of the IBC and that no preferential, undervalued, fraudulent or extortionate transactions survived. The RP also pointed out that the value offered under the plan exceeded both the fair value and the liquidation value of Rolta India.

The tribunal reiterated that it cannot reassess valuation or substitute its own view for that of the lenders once the Committee of Creditors has taken a commercial decision in accordance with law.

The NCLT accordingly approved the resolution plan and directed the resolution professional to hand over all records, assets and documents of Rolta India to Ashdan Properties to ensure time-bound implementation of the revival plan.