Case Overview

The application was filed by Mr. Kedar Parshuram Mulye, the Resolution Professional (RP) of SAB Events & Governance Now Media Limited (the Corporate Debtor), under Section 54K of the Insolvency and Bankruptcy Code (IBC), 2016, seeking approval of a Resolution Plan. The Corporate Debtor, an MSME listed on BSE and NSE, is engaged in digital media and MICE (Meetings, Incentives, Conferences, and Exhibitions) services. Its financial distress was caused by a prolonged revenue decline, exacerbated by the COVID-19 pandemic, which halted its event business and reduced sponsorship income. As of 31.03.2025, its current liabilities exceeded current assets by 4.70 times.

The Pre-Packaged Insolvency Resolution Process (PPIRP) was initiated by the corporate applicant itself and admitted by the NCLT on 04.11.2025. The Committee of Creditors (CoC), consisting of a sole Financial Creditor (Saturn Fund), approved the Binding Resolution Plan with a 100% voting share in its meeting on 06.02.2026.

The Resolution Plan was submitted by a consortium comprising Sri Adhikari Brothers Assets Holding Private Limited (SABAHPL) and Sri Adhikari Brothers Digital Network Private Limited (SABDNPL). An integral part of the plan is the amalgamation of SABDNPL with the Corporate Debtor. The plan aims to revive the company through capital infusion, operational integration, and restructuring.

The RP certified that the plan complies with the IBC and that the Resolution Applicants are eligible under Section 29A. The Tribunal noted a pending application under Section 66 of the IBC against the Corporate Applicant but concurred with the CoC and RP that this did not render the applicants ineligible, as no adjudication of guilt had occurred before the PPIRP's admission.

The plan provides for the payment of PPIRP costs of ₹50,00,000, full payment (100%) of operational creditors' dues amounting to ₹29,40,495, and a payment of ₹2,00,00,000 to the sole financial creditor against its admitted claim of ₹4,53,47,238 (a 44% recovery). The total resolution plan cost is ₹2,79,40,495.

The source of funds includes a ₹2.7 crore equity subscription by SABAHPL for 12 lakh shares at ₹22.50 per share and a potential ₹29.925 crore infusion from unrelated strategic and financial investors for 1.33 crore shares/convertibles at the same price, totaling ₹32.625 crore.

The plan involves a significant capital restructuring:

  • Cancellation of all existing promoter equity shares without consideration.
  • Reduction of public shareholding on a 100:5 basis (5 shares retained for every 100 held). Shareholders holding less than 20 shares will be reduced to nil.
  • The face value of shares remains ₹10.
  • The company's listing status on BSE and NSE will be maintained.

The amalgamation of SABDNPL with the Corporate Debtor is a core component. Shareholders of SABDNPL will receive 436 equity shares of the merged entity for every 100 shares they hold. The merged entity will be renamed "Sri Adhikari Brothers Digital Network Limited." The Tribunal clarified that while shareholder meetings are dispensed with, notices must be sent to relevant government and regulatory authorities, who have 30 days to object.

A Monitoring Committee, comprising the RP, the Managing Director, and a representative of the financial creditor, will be formed to oversee implementation for 3 months or until full payment is made.

The Tribunal, in its findings, referenced the Supreme Court's judgment in Ghanshyam Mishra and Sons Pvt. Ltd. vs. Edelweiss Asset Reconstruction Co. Ltd., confirming that all claims not part of the approved plan stand extinguished.

Final Outcome

The NCLT approved the Resolution Plan under Section 54L of the IBC. The plan is binding on the Corporate Debtor, its employees, members, creditors, guarantors, and the Resolution Applicants. The moratorium under Section 54E ceased from the order date. The Successful Resolution Applicant must obtain all necessary statutory approvals for implementation. The RP is to supervise the implementation and file quarterly status reports with the Tribunal.

Topics: Insolvency Resolution, Corporate Restructuring, Merger & Amalgamation