CS Professional December 2025 Question Paper Corporate Restructuring, Valuation and Insolvency

FOR CS PROFESSIONAL EXAM PREPARATION

CS Professional 2025
Question Paper ·
Corporate
Restructuring,
Valuation and
Insolvency
EXAM YEAR TYPE

CS Professional 2025 Question Paper
SUBJECT DATE

Corporate Restructuring, Valuation and Insolvency December 2025

Notes · Sample Papers · Previous Year Papers · Mock Tests

co m .
m. s e
l a

a g

NEW SYLLABUS
536
:1:
Roll No. .....................................

om . co
Time allowed : 3 hours
.c Maximum marks : 100
e m
e m l a s
la s ag
ag
Total number of questions : 6 Total number of printed pages : 16

NOTE : Answer ALL Questions.

PART–I

1. Alkasa Lifesciences Limited (ALF Ltd.), a public limited company, is a healthcare conglomerate,

m
with its operations in four major verticals–Pharmaceutical Manufacturing, Medical Equipment,

c. o
Wellness and Nutrition Products and Diagnostics. ALF Ltd.’s, 75-year-old traditional Pharma

e mHowever, over the past few years, the company
a s
business, is the backbone of the company.
l
ag
has expanded its operations through the Wellness and Nutrition division which has experienced

rapid growth, driven by rising demand for preventive health products. Evercare Path Labs,

a wholly owned subsidiary, is yet another diversification venture of ALF Ltd. which though

is a high-growth unit but lacks synergy with the other pharma activities.

The stakeholders have raised concerns that the company’s diversified structure might dilute

o m
c
the overall performance and valuation of the company. Investing too much in expansion without
m .
c. o a clear strategy can make the business vulnerable to market changessoremoperational failures,

em l a
las aga strong sense of ownership
increasing the risk of substantial financial losses. Hence, they suggest to shed off the non-

core units to focus on core areas. But the management feels

and pride over the units they have personally developed and nurtured, making it difficult

to let them go. Hence the suggestion of divestiture is completely unacceptable to them.

2/2025/CRVI P.T.O.

m
.co s e
m a
se
For more Question Papers, Sample Papers, Notes & Syllabus visit
g l
Page 1 of 16

536
:2:

In response to this deadlock, the Board of Directors have hired Mr. Agrim Basu as their
Strategic advisor for exploring strategic options to unlock the value of the high-growth divisions
and improving focus on its core pharmaceutical operations. Mr. Basu has suggested a scheme
explaining that the company may opt for a divestiture, capital restructuring, buyback and
acquisitions/mergers as part of a strategic initiative to enhance shareholder value and optimize
operational focus. Together, these steps will reflect proactive financial management and strategic
clarity, positioning the company for sustainable long-term growth while maintaining investor
trust and market competitiveness.

Convinced with the suggestions of Mr. Basu, the following scheme is formulated :
• Divest Evercare Path Labs or Separate Evercare Path Labs for value unlocking (via
carve-out) as diagnostics business no longer aligns with ALF Ltd.’s long-term strategic
direction.
• Use proceeds from above step to repay high-interest debt of ` 500 crore to improve
debt-equity ratio and further support financial stability.
• Further, a buyback of shares under Section 68 of the Companies Act, 2013, utilizing
` 800 crores of the proceeds. Improved EPS from buyback may help in market
perception during future takeover bids, potentially reducing acquisition cost.
• With remaining proceeds and a stronger financial position post-buyback, ALF Ltd.
will be all set for mergers/acquisition.
The process of merging with another company or acquiring a company is complex. In addition
to the legal ramifications, companies must be aware of the potential tax implications as well
as ensuring that the terms of the deal benefit both parties.
ALF Ltd. has created a team of strategic advisors, lawyers and professionals to negotiate
on their behalf in order to obtain the best possible deal within the framework of the applicable
laws.

2/2025/CRVI Contd. ........

For more Question Papers, Sample Papers, Notes & Syllabus visit Page 2 of 16

co m .
m. s e
l a

a g

536
:3:

om . co
After rounds of deliberations and due diligence of various options proposed by the special

.c e m
team, ALF Ltd. selected Debonya Limited, for acquisition, as this was the company which

em
could offer ALF Ltd., a growth potential to expand the market share, gain access to new
l a s
l a
R&D ands automation processes, and above all achieve operational synergies in its core
a g
pharma

aong 1st April, 2025.
manufacturing sector. Eventually ALF Ltd. aqcuired Debonya Limited in a business combination

Based on the above facts, answer the following questions :
(a) Stakeholders suggest that instead of diverting capital and effort into many different
areas, the company should consolidate its resources and management focus more
effectively into strengthening its core competencies whereas management does not want
to leave their high growth hard earned units.

o m
c
stakeholders by explaining them the .difference between full divestiture and an equity
As their strategic advisor, you could remove this deadlock between management and

e m
carve-out.
l a s
a g
Which one out of the above did you suggest to unlock the value of ALF’s high
growth but non-core business unit—Evercare Path Labs, so that the decision is acceptable
to both—stakeholders and management. Also explain how did you present the rest
of your strategy to both of them to gain approval for debt restructuring, buyback
and acquisition too.

m
(b) As per the plan suggested by Mr. Agrim Basu, the company successfully used a

m c. o
part of the sale proceeds for the buyback under Section 68 of the Companies Act,

c. o e m
2013, complying with all regulatory provisions.

em la s
You as the head of legal department of ALF Ltd., need to draw the management’s

las ag
attention towards Regulation 11 of the Securities and Exchange Board of India (Buy-
back of Securities) Regulations, 2018, that mandates the companies to extinguish and
physically destroy securities certificates bought back.

2/2025/CRVI P.T.O.

m
.co s e
m a
se
For more Question Papers, Sample Papers, Notes & Syllabus visit
g l
Page 3 of 16

536
:4:

(c) Heading the special team assigned with the task of proposing and finalising a merger/
acquisition, you very well understand that there are host of factors from the economic,
commercial and legal perspective, which require consideration before initiating a merger
or amalgamation exercise. Create a detailed list of such factors before initiating the
assigned task.
(d) At the time of preacquisition legal due diligence of Debonya Limited by the special
team, it came to light that Debonya Limited is facing a lawsuit filed by a customer
alleging allergical nature of its products with a potential liability of ` 30,00,000. Hence,
as part of the acquisition agreement, the sellers of Debonya Limited provided an
indemnification to Alkasa Lifesciences Limited for the reimbursement of any losses
greater than ` 12,00,000. At the acquisition date, Alkasa Lifesciences Limited recognises
the fair value of the contingent liability of ` 30,00,000 in the acquisition accounting.
Calculate the amount of indemnification asset while doing the acquisition accounting
in Alkasa Lifesciences Limited. Also brief the management about the concept and
treatment of indemnification asset and discuss under what circumstances such assets
are recognized.
Attempt all parts of either Q. No. 2 or Q. No. 2A

2. (a) Vrisha Ltd., a company listed on the NSE has a total number of 11,00,00,000, issued
and fully paid-up equity shares as on 31st May, 2025, out of which Retail and Other
Public Shareholders hold 2,57,50,000 shares, Mutual Funds hold 40,00,000 shares,
Foreign Portfolio Investors (FPIs) hold 32,50,000 shares and Insurance Companies
hold 5,50,000 shares. Rest of the shares are held by Promoter and Promoter Group.
Explain, how is the maximum permissible non-public shareholding derived, based on
the minimum public shareholding requirement under the Securities Contracts (Regulations)
Rules 1957 (“SCRR”). Also determine whether Vrisha Ltd. is compliant with the maximum

permissible non-public shareholding norms. Support your answer with calculations.

2/2025/CRVI Contd. ........

For more Question Papers, Sample Papers, Notes & Syllabus visit Page 4 of 16

co m .
m. s e
l a

a g

536
:5:

co
(b) There was an inter-se transfer of shares of 0.30% between 2 (two) promoters. However,

.c om
as a result of the inter-se transfer, the shareholding of one of the promoters (i.e.
e m .
e m
the purchaser) (“Noticee”) increased from 24.74% to 25.04%, thereby breaching the
l a s
la s threshold limit of 25%, as provided under regulation 3(1) read with 3(3) of Takeover
ag
ag
Regulations. The total shareholding of the promoter group did not change and it remained
at around 45%. The Noticee argued that the above-mentioned acquisition does not
trigger the applicability of either regulation 3(1) or 3(3) of the Takeover Regulations,
as the said acquisition of shares by the Noticee was an inter-se transfer among the
promoter entities and the overall shareholding of the promoter group, of which the
Noticee is a part, remained unchanged after the said acquisition. Decide the matter
with reference to a decided case law.

m
(c)
. co
Under the framework of Sections 230 to 232 of the Companies Act, 2013, in case

em
of a merger or amalgamation, the meetings of shareholders and creditors are conducted

l a s
after obtaining and in compliance with the NCLT’s directions. Where the proposed

a g
compromise or arrangement is agreed to by the members or creditors or both as
the case maybe, the Second Motion Application for sanction of the scheme praying
for appropriate orders and directions is filed as per section 230 read with section
232 of the Companies Act, 2013 [Rule 15 of the Companies (Compromise, Arrangement
and Amalgamation) Rule, 2016].
As the advisor to the management, explain who is responsible for filing the Second
Motion Application, and within what time frame must it be filed ?

m
c. o

m
c. o m
(d) Under the Companies Act, 2013, the concept of a “small company” was introduced

s e
em
to promote ease of doing business for entities with limited financial and operational

s g la
scale. You are a large consulting firm and tasked with assessing whether the following

la a
companies qualify as “small companies” for the financial year 2024-25, as per Section
2(85) of the Companies Act, 2013 (post-September 2022 amendment) so as to enable
them to enjoy various compliance relaxations and benefits. Give reason for your
classification.

2/2025/CRVI P.T.O.

m
.co s e
m a
se
For more Question Papers, Sample Papers, Notes & Syllabus visit
g l
Page 5 of 16

536
:6:

Name of the Company Paid up capital Turnover Notes relating to the relevant
(in crores) (in crores) company
Agoya Pvt. Ltd. 4 47 Wholly owned by family
members.
Excelibur Services Pvt. Ltd. 3.96 36.6 51% owned by Joy Pvt. Ltd.
Glider Pvt. Ltd. 2 25 A company incorporated
under a Special Act
Jamna Pvt. Ltd. 4 40 Registered under Section 8
Gorda Private Limited 3.66 38.2 Wholly owned by family
members.

OR (Alternate question to Q. No. 2)

2A. (i) “While the Companies Act, 2013, provides the enabling provision for cross border
mergers, such mergers trigger a range of compliance obligations under other key legislations
also, including the Foreign Exchange Management Act (FEMA), 1999 and the
Competition Act, 2002.”
Justify the statement explaining how these laws regulate the cross-border mergers beyond
the provisions of the Companies Act, 2013.

(ii) “Demerger is a method of corporate restructuring by which a business unit or subsidiary
of a company becomes an independent entity from its parent’s entity. The parent firm
distributes shares of subsidiary to its shareholders through a stock dividend. In most
cases demerger unlocks hidden shareholder value”. Comment on applicability of
IND-AS 103 for Demerger Transactions.
(iii) Governa Ltd. is a company with two classes of equity shareholders : Class A (founders
and promoters) and Class B (public investors). Both classes initially held equal voting
rights and dividend entitlements. However, the Board of Directors pass a resolution
to vary the rights of Class B shareholders—reducing their voting power and prioritizing
dividend pay-outs to Class A shareholders.

2/2025/CRVI Contd. ........

For more Question Papers, Sample Papers, Notes & Syllabus visit Page 6 of 16

co m .
m. s e
l a

a g

536
:7:

om . co
A group of Class B shareholders, holding 12% of the total equity, challenges this

.c
move, claiming the variation in unfair and prejudicial. The company argues that the
e m
e m
changes are necessary for long-term strategic control and investor confidence.
l a s
la s As a legal advisor to the minority Class B shareholders, critically analyze the legal
ag
ag
framework of the Companies Act, 2013 governing the variation of rights of equity
shareholders.
(iv) M/s W Inc. a foreign company holds 100 shares in M/s I Ltd., an Indian company,
@ ` 10 per share for last five years and the market value of such shares is
` 3500/- per share, and transfers the same, in case of a demerger, to another resulting
foreign company M/s R Plc., explain how such transaction will be taxed for the purpose

m
c. o
of capital gain under section 45 of Income Act, 1961.

e m (5 marks)

a s
Mr. X, a registered valuer, ltakes assignment of M/s ABC Ltd. for valuation of certain
PART-II

agon 15th March, 2025 at fees of ` 5 lakhs. Mr. X, submits
3. (a)
property of the company
his valuation report in April, 2025 and fees cleared in June, 2025. Subsequently, it
was discovered that Mr. Y, father of Mr. X, was a director of the company, retired
on 28th February, 2023. Vice President Legal wants to file a suit for such non-
disclosure of interest and wants refund of fees, but the Finance director is of an
opinion that as it is more than two years, no action can be taken. Advice the company

m
c. o
citing the provisions of Section 247 of the Companies Act, 2013.

m
c. o

e m
s
(b) XYZ Tech Services, a mid-sized IT support and software solutions provider, has decided

s em la
ag
to explore the possibility of selling the business to a strategic buyer or investor. With

la stable revenue streams, consistent profits, and a growing customer base, the owners
believe it is the right time to capitalize on the company’s value. To determine a fair
selling price and support negotiations, the company engages you as a professional
valuation expert to conduct a business valuation using the Income Approach—specifically
the Discounted Cash Flow (DCF) method.
2/2025/CRVI P.T.O.

m
.co s e
m a
se
For more Question Papers, Sample Papers, Notes & Syllabus visit
g l
Page 7 of 16

536
:8:

XYZ Tech Services is projected to generate the following cash flows during the next
five years :
Year Forecast Free Cash Flows (in `)
2025 14,00,000
2026 15,60,000
2027 18,20,000
2028 20,90,000
2029 23,50,000
Assuming the discount rate to be 10% and the terminal value of the business as
` 1,10,00,000, compute the estimated valuation of XYZ Tech Services.
Assuming the exit year is Year 2029.
PV Factors @ 10% :
Year 1 : 0.909 Year 2 : 0.826 Year 3 : 0.751 Year 4 : 0.683 Year 5 : 0.621
4. (a) The cost approach of business valuation is useful, for asset intensive firms, valuing
holding companies as well as distressed entities that are not worth more than their
overall net tangible value. Comment on the statement and discuss the circumstances
where the cost approach is used by the valuer for business valuation.
(b) A Ltd. is considering the acquisition of B Ltd. and management estimates that the
acquisition will create a synergy worth ` 220 lakhs. The following information is provided :
Particulars A Ltd. B Ltd.
Value of the company ` (Lakhs) 3840 1050
Number of shares (Lakhs) 160 70
Value per share (`) 24 15
Management of A Ltd. offers cash of ` 17/- per share to B Ltd. Determine consideration
paid, acquisition premium (i.e., gain of B Ltd.), acquirer’s gain (i.e., gain of A Ltd.)

2/2025/CRVI Contd. ........

For more Question Papers, Sample Papers, Notes & Syllabus visit Page 8 of 16

co m .
m. s e
l a

a g

536
:9:

om . co
PART-III
5. (a)
.c
Guari Ferros Pvt. Ltd. (GFPL), a mining company based in Madhya Pradesh, held
e m
e m l a s
sthe Mines and Minerals (Development and Regulation) Act, 1957 (MMDR Act).
a mining lease over 500 hectares of iron ore-rich land. The lease was granted under

la a gThe
ag lease was originally due to expire in June 2025, though eligible for extension through
a mandatory extension approval from the State Government for continued operations.
Facing significant financial stress due to market downturns and loan defaults, GFPL
was admitted into a Corporate Insolvency Resolution Process (CIRP) under the
Insolvency and Bankruptcy Code (IBC), 2016, after a Section 7 application was filed
by a bank in October 2024. The NCLT Bench appointed an Interim Resolution

o m
c
. a key asset necessary for the revival of the
Professional (IRP) to oversee the management of the company during CIRP.

m
e request for its extension to the State Government
Recognizing that the mining lease was
company, the IRP submitted a s
g a
l the State rejected the application, citing environmental
formal

a
of Madhya Pradesh. However,
violations, breach of compliance norms, and public interest concerns under the MMDR
Act. This decision effectively rendered the mining operations unviable, threatening the
success of the CIRP.
The IRP approached the NCLT, seeking to invalidate the State’s decision, arguing
that the rejection violated the spirit of the moratorium under Section 14 of IBC and

m
c. o
hampered the possibility of a successful resolution. The State, on the other hand,
m
c. o e m
contended that lease renewals under the MMDR Act are sovereign in nature and

em
do not fall under the jurisdiction of NCLT/NCLAT.
la s
las ag
In the background of the matter, discuss the tenability of arguments put forward by
the IRP of Guari Ferros Pvt. Ltd. (GFPL), under the provisions of the Insolvency
and Bankruptcy Code, 2016, citing a relevant case law.

2/2025/CRVI P.T.O.

m
.co s e
m a
se
For more Question Papers, Sample Papers, Notes & Syllabus visit
g l
Page 9 of 16

536
: 10 :

(b) The petitioner, Manwaari Lal, acting through his proprietary concern Manwaari Photo
Co., filed a petition under Section 7 of the IBC seeking initiation of the Corporate
Insolvency Resolution Process (CIRP) against Nobivio Infotech Pvt. Ltd.
The above dispute arose out of an agreement whereby the petitioner was appointed
as a non-exclusive distributor for the sale and promotion of mobile phone products
of Nobivio Infotech Pvt. Ltd. Under the terms of the agreement, the petitioner was
required to pay a security deposit of ` 5 crore, which was refundable upon termination
of the agreement. Crucially, the agreement stipulated that the deposit would accrue
interest at the rate of 20% per annum. The relationship between the parties later
on deteriorated, and eventually the distribution agreement was terminated. Following
the termination, the petitioner formally demanded the refund of the security deposit
along with interest. However, Nobivio Infotech Pvt. Ltd. allegedly failed to honour
the repayment obligation, leading the petitioner to issue a demand notice and subsequently
file a petition under Section 7 of the Insolvency and Bankruptcy Code, 2016, before
the National Company Law Tribunal (NCLT). New Delhi Bench.
The petitioner asserted that the failure to return the deposit constituted a default in
repayment of financial debt, and thus sought initiation of the Corporate Insolvency
Resolution Process (CIRP).
In response, Nobivio Infotech Pvt. Ltd. disputed the classification of the amount as
“financial debt,” claiming that the deposit was commercial in nature and not a borrowing.
Quoting the definition of “Financial Debt” under the provisions of Insolvency and
Bankruptcy Code, 2016, discuss whether an interest-bearing security deposit made
under a commercial distribution agreement qualifies as ‘financial debt’ under
Section 5(8) of the Insolvency and Bankruptcy Code, 2016, thereby enabling the
creditor to initiate the Corporate Insolvency Resolution Process (CIRP) against the
corporate debtor ?”

2/2025/CRVI Contd. ........

For more Question Papers, Sample Papers, Notes & Syllabus visit Page 10 of 16

co m .
m. s e
l a

a g

536
: 11 :

om . co
(c) IBBI has collaborated with the Indian Banks’ Association (IBA) to facilitate the auction

.c e m
s
of assets through the eBKray platform which is presently owned and managed by

e m l a
sbeen conducting auctions for assets mortgaged to public sector banks under
g the
PSB Alliance Private Limited (a consortium of 12 public sector banks). eBKray has

la a
ag SARFAESI Act for the past five years. Comment with reference to IBBI Circular
dated 29th October, 2024.
(d) “The moratorium under the Insolvency and Bankruptcy Code (IBC) isn’t absolute and
has exceptions. Specifically, proceedings against personal guarantors, criminal cases

m
involving fraud or misrepresentation, and writ petitions before High Courts are not

c o
. notification in consultation with regulators.”
covered by the moratorium. Additionally, certain transactions or agreements may be

m
e pursuant to Section 14(3) of the IBC 2016 ?
s
excluded by the Central Government’s

g a
lto personal guarantor ?
What are the Exceptions to Moratorium

a
Does this provision apply
Attempt all parts of either Q. No. 6 or Q. No. 6A
6. (a) Angad had taken a business loan of ` 70 lakhs from DNF Bank Ltd., secured by
his commercial property. His business faced a tough time due to stiff competition
and global recession and hence he could not repay his instalments in time. Due to

o m
m c
. Act, 2002.
continued default in repayment, DNF Bank Ltd. classified the loan as a Non-Performing

c. o m
einterest) to an Asset
Asset (NPA) and decided to exercise its rights under the SARFAESI

em s
la under Section 5 of the
s
DNF Bank Ltd. assigned the loan (along with the secured
Reconstruction Company (ARC) named Faith Assets g
la SARFAESI Act.
a Ltd.

DNF Bank Ltd. did not issue any notice to Mr. Angad, informing him about the

assignment of the debt to Faith Assets Ltd. (ARC).

2/2025/CRVI P.T.O.

m
.co s e
m a
se
For more Question Papers, Sample Papers, Notes & Syllabus visit
g l
Page 11 of 16

536
: 12 :

After a recent successful order, Angad managed to arrange ` 15 lakhs to partly repay
his loan and has come to pay the money to DNF Bank Ltd. As an advisor to
DNF Bank, advise the Branch Manager whether the bank can accept this money
from Angad and if so, in what capacity ? Answer the question explaining the provisions
of Section 6 of the Securitisation and Reconstruction of Financial Assets and Enforcement
of Security Interest Act, 2002.

(b) Authorised representatives are the agents/trustees of the creditors/class of creditors they
represent and must act in accordance with their instructions.
Enumerate the role and duty of the AR (under Section 21(6), Section 21(6A), or
Section 24(5)) as set out in Section 25A of the Insolvency and Bankruptcy Code
(IBC), 2016.
(c) ABC Industries Pvt. Ltd., a small manufacturing company, has defaulted on loan
repayments to its financial creditor, Zeal Bank Ltd. However, due to its viability and
ongoing operations, Zeal Bank proposes to initiate a Pre-Packaged Insolvency Resolution
Process (PPIRP) under Chapter III-A of the IBC, 2016. Upon admission of the
application by the Adjudicating Authority, the process formally commences. The Resolution
Professional (RP), appointed as per the Code, is now required to comply with certain
immediate obligations under the law in relation to public announcement.
Enumerate the provisions related to declaration of moratorium and public announcement
during pre-packaged insolvency resolution process as per Section 54E of the Insolvency
and Bankruptcy Code (IBC), 2016.

2/2025/CRVI Contd. ........

For more Question Papers, Sample Papers, Notes & Syllabus visit Page 12 of 16

co m .
m. s e
l a

a g

536
: 13 :

om . co
(d) SA Limited (“Respondent”) required commercial supply of natural gas, the Respondent

.c
and SG Limited (“Appellant”) entered into a gas sales agreement (“GSA”), where
e m
e m l a s
sRespondent approached Board for Industrial and Financial Reconstruction (“BIFR”)
under the Appellant had the obligation to supply natural gas. In the meanwhile, the

la a g
ag to get it declared as a ‘sick unit’ in terms of the Sick Industrial Companies (Special
Provisions) Act, 1985 (“SICA”), which was allowed by BIFR.
However, shortly thereafter, on December 1, 2016, SICA was repealed and IBC
was enacted. The Appellant issued a demand notice on April 1, 2017 under Section
8 of IBC, demanding payment of operational debt. The respondent declined its liability
to pay the amount demanded. The Appellant filed an application under Section 9

o m
c
. resolution process (“CIRP”) of Respondent.
of IBC (“Application”) before National Company Law Tribunal, Ahmedabad (“NCLT”)

NCLT dismissed the Appellant’sse
m
seeking initiation of corporate insolvency

l a Application on 2 (two) grounds—(a) Application being
barred by limitation, and g(b) existence of a ‘pre-existing dispute’ between the parties.
a
Aggreived by the Order of NCLT, the Appellant preferred an appeal before the National
Company Law Appellate Tribunal (“NCLAT”), which was also dismissed. Therefore,
the Appellant appealed before the Supreme Court.
(1) Whether, in computation of the period of limitation in an application under
Section 9 of IBC, the period during which the operational creditor’s right to

m
c. o
proceed against or sue the corporate debtor that remained suspended by virtue

m
c. o e m
of Section 22(1) of SICA can be excluded, as provided under Section 22(5)

em
of SICA ?
la s
las (2)
ag
Whether there was a pre-existing dispute between the parties, warranting dismissal
of Application under Section 9 of IBC at the threshold ?
Decide the matter with reference to a case law.

2/2025/CRVI P.T.O.

m
.co s e
m a
se
For more Question Papers, Sample Papers, Notes & Syllabus visit
g l
Page 13 of 16

536
: 14 :

OR (Alternate question to Q. No. 6)

6A. (i) What are the Reliefs that may be granted upon Application for Recognition of a Foreign
Proceeding as per Article 19 of UNCITRAL Model Law ? Enumerate the effects
of Recognition of a foreign main Proceeding as per Article 20 of UNCITRAL
Model Law.

(ii) Anuja Tools Pvt. Ltd., a registered MSME, is facing severe cash flow issues and wants
to initiate a Pre-Packaged Insolvency (PPIRP), a cost-effective and speedy resolution
process. They engage Mr. Yugam Sharma, a registered IP, as their proposed RP.
Section 54B outlines the duties of an Insolvency Professional (IP) who is proposed
to be appointed as the Resolution Professional (RP) in a PPIRP. These duties are
carried out before the application is filed with the Adjudicating Authority (NCLT).
The section ensures that only viable cases reach the tribunal, and necessary due diligence
is done to prevent abuse of the process.
Elucidate the duties of Mr. Yugam Sharma under Section 54B(1) of the Insolvency
and Bankruptcy Code, 2016.
Also mention at what point will his duties under Section 54B(1) come to an end ?
(iii) Marina Tech LLP was incorporated in 2019 by three partners, Mr. A, Ms. B, Mr
C to provide technology consulting services.
By 2024, due to lack of business activity and sustained financial losses, the partners
decided to discontinue operations.
Believing that the LLP had no outstanding liabilities, they opted for voluntary strike-
off under Rule 37(1)(b) of the LLP Rules, 2009. They passed a resolution for strike-
off, filed Form 24 with the Registrar of Companies (ROC), submitted affidavits declaring
no pending liabilities, attached a CA-certified Statement of Accounts showing zero
assets and dues, executed indemnity bonds agreeing to indemnify the ROC against
future claims.

2/2025/CRVI Contd. ........

For more Question Papers, Sample Papers, Notes & Syllabus visit Page 14 of 16

co m .
m. s e
l a

a g

536
: 15 :

m
In March 2025, after public notice and no objections, Marina Tech LLP was officially
. c o
.co from the register. Two months later, a vendor, New IT Solutions, sentsem
struck off

s ememail to all the designated partners claiming that payment of ` 9 lakhs for software
g l a
la licenses supplied in 2023 has not been made despite repeated reminders. The directors
an

g a
a replied that the LLP is no more in existence and hence they are not liable to make
the payment now. Eventually, New IT Solutions approached the NCLT for the same.
The creditor presented email records, an invoice, and delivery conformations.
Comment in the light of provisions of The Limited Liability Partnership Act, 2008

m
read with rule 37 of the Limited Liability Partnership Rules, 2009 whether the designated

. co
partners are still liable to make payment to New IT Solutions ?

s em
a

g l
a
(iv) Tripti Organics Ltd., a company engaged in manufacturing tools and small machines,
used in organic farming, was admitted into Corporate Insolvency Resolution Process
(CIRP) under Insolvency and Bankruptcy Code (IBC), 2016, on 15th January 2025,
following a default of ` 112 crore to its financial creditors.
The Resolution Professional (RP), appointed by the NCLT, invited resolution plans

m
and received one plan—from Tools and Tech Pvt. Ltd.

m c. o
c. o
The resolution plan outlined the measures for asset maximization. The resolution plan

s em
em including financial creditors and operational creditors of thela
also included a statement as to how it has dealt with the interests of all stakeholders,

las a g corporate debtor. The plan
also demonstrated compliance with all provisions of the law, as specified by the Board.

The plan clearly demonstrated that it is feasible and viable and addressed the root

cause of the default.

2/2025/CRVI P.T.O.

m
.co s e
m a
se
For more Question Papers, Sample Papers, Notes & Syllabus visit
g l
Page 15 of 16

536
: 16 :

The COC (Committee of Creditors), with 86% voting in favour, approved the plan

and submitted it to the Adjudicating Authority (NCLT) for approval.

However, the resolution plan was rejected by the NCLT as it did not provide for

the following :

(a) the term of the plan and its implementation schedule;

(b) the management and control of the business of the corporate debtor during

its term; and

(c) adequate means for supervising its implementation.

Tools and Tech Pvt. Ltd. contented that the rejection by NCLT for such shortcomings
is unfair and unjustified and intends to file an appeal with NCLAT. As a counsel
for Tools and Tech Pvt. Ltd., discuss whether the rejection by NCLT is valid ?
What is the best course of action available to Tools and Tech Pvt. Ltd. in such
scenario ?

————— o —————

2/2025/CRVI Contd. ........

For more Question Papers, Sample Papers, Notes & Syllabus visit Page 16 of 16