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3. Brief facts of the case necessary to be noticed for deciding these Appeals are:-

3.1. CIRP commenced against the Corporate Debtor- 'Metenere Limited' by order dated 25.09.2020. After publication of Form-G, RFRP was issued on 23.02.2021. Appellant submitted a Resolution Plan revised on 09.06.2021.

The Resolution Plan contained relevant clauses regarding background of Resolution Applicant and rationale for proposed acquisition and creditworthiness of Resolution Applicant. Addendum dated 18.06.2021 was submitted by the Resolution Applicant. The plan of the Appellant was approved by 92.45% votes on 27.07.2021 after conclusion of the voting. Letter of Intent (LoI) dated 28.07.2021 was issued to the Appellant. LoI was unconditionally accepted by the Appellant. On 02.09.2021, the Appellant deposited a sum of Rs.20 Crores into trust and retention account opened with SBI towards performance security. On 06.09.2021, Resolution professional filed IA No.4041 of 2021 before the Adjudicating Authority Company Appeal (AT) (Insolvency) Nos. 1550, 1551 & 1552 of 2023 praying for approval of the Resolution Plan of the Appellant. On 25.10.2021, Mr. Gaurav Gupta, CEO of Shoora Capital FZE informed Resolution Professional vide email dated 25.10.2021 that there have been some changes in the directorship and constitutional pattern of Resolution Applicant. On 26.10.2022, Shoora Capital informed Resolution Professional vide email that Mr. Gaurav Gupta has ceased to be a director or stakeholder in the entities namely-- 'Shoora Minerals Pvt. Ltd.', 'Jubilee Metal Pvt. Ltd.' and 'Jubilee Metal Holding Pvt. Ltd.'. The Appellant- 'Jubilee Metals Pvt. Ltd.' is a company whose 100% share are owned by 'Shoora Minerals Pvt. Ltd.'. 'Shoora Minerals Pvt. Ltd.' is 100% owned by 'Shoora Capital FZE'. 'Shoora Capital FZE' is 100% owned by Mr. Gaurav Gupta. Resolution Professional vide e-mails dated 26.10.2022 and 30.10.2022 wrote to Mr. Gaurav Gupta that there appears to be a major deviation from the terms of the approved Resolution Plan. Mr. Gaurav Gupta was requested to give details of change in the directorship/constitutional pattern of the Appellant. On 01.11.2022, Appellant responded to the emails sent by the Respondent No.1 attaching the Affidavit under Section 29A of the Code. The Resolution Professional apprised the CoC about the emails received from Mr. Gaurav Gupta and 'Shoora Capital FZE'. Resolution Professional issued emails dated 03.11.2022, 07.11.2022 and 17.11.2022 addressed to Mr. Gaurav Gupta reiterating the contents of the addendum and the LOI and requesting him to refrain from any actions contrary to resolution plan and also requesting to provide the information regarding the shareholding structure of the Shoora Group entities and any changes carried out in respect of the same. Appellant responded to the Resolution Professional stating that the Company Appeal (AT) (Insolvency) Nos. 1550, 1551 & 1552 of 2023 information could not be disclosed regarding change in directorship/constitutional pattern of the Successful Resolution Applicant due to the existing confidentiality clause. Appellant however, assured the Resolution Professional that it remains fully committed to the submitted resolution plan. On 25.11.2022, meeting of the CoC was convened where CoC was apprised of the development including the e-mail received from Mr. Gaurav Gupta and 'Shoora Capital FZE'. The Resolution Professional communicated by e-mail dated 27.11.2022 and 16.12.2022 informing the Appellant that the Resolution Professional will be constrained to treat the event as violation of terms of the resolution plan and LOI and will pursue all remedies available to it including forfeiture of the performance security deposit. The meeting of the CoC was convened on 21.12.2022, Successful Resolution Applicant was also informed about the scheduled meeting dated 21.12.2022. Successful Resolution Applicant sent an e-mail on 21.12.2022 at 3.18 P.M that due to some unavoidable circumstances, Appellant shall not be able to attend the meeting. CoC in its 16th meeting dated 21.12.2022 resolved that in pursuance of Clause 13.2 of the RFRP dated 12.02.2021 to forfeit the performance guarantee of Rs.20 Crores deposited by the Appellant along with the interest. Resolution Professional was also authorised to approach the Adjudicating Authority for inviting fresh Resolution Plan of the company and seeking exclusion and extension of time. Pursuant to the resolution dated 21.12.2022, the Resolution Professional filed IA No. 985 of 2023. In IA No.985 of 2023 following prayers were made:-

8. Learned Counsel for the CoC supported the submissions of the Resolution Professional. It is submitted that the change of Successful Resolution Applicant shareholding amounts to breach of the terms of the Resolution Plan. The Adjudicating Authority has returned a finding that the Appellant did not seek consent from top two Financial Creditors prior to changing the shareholding structure of Successful Resolution Applicant as contemplated in the plan. There is a clear breach of addendum dated 18.02.2021 as well as letter of intent. Appellant himself is to be blamed for breaching the undertaking given by the Appellant before the CoC. There being breach by the Appellant, CoC was fully justified in taking a decision to withdraw the application filed for approval of the Resolution Plan. Valuable time having been lost in the process, Adjudicating Authority has rightly directed for issue of fresh Form G and granted exclusion of the period. It is submitted that the present is a case where Successful Resolution Applicant has virtually sold the Resolution Plan to a third party, contrary to the undertaking given by the CoC; The resolution plan was approved looking to the facts brought before the CoC by the Successful Resolution Applicant.

Kindly note that Mr. Gaurav Gupta has ceased to be a director or stakeholder in the below entities. He is neither a director nor a stakeholder in any of the below companies:
1. Shoora Minerals Private Limited
2. Jubilee Metal Private Limited
3. Jubilee Metal Holding Private Limited You are requested to kindly update your records accordingly.

Regards"

16. On 25.10.2022, Mr. Gaurav Gupta has also sent an e-mail informing that there have been some changes in the directorship and constitutional pattern of the Resolution Applicant. E-mail of Mr. Gaurav Gupta does not give details, after receipt of the e-mail on 26.10.2022 the Resolution Professional wrote to Mr. Gaurav Gupta informing that there is major deviation from the conditions of the approved Resolution Plan. He asked to share the details of shareholding of all the change entities from the Resolution Applicant and effective date of change of shareholding structure. Mr. Gaurav Gupta did not give details despite several e-mails sent by the Resolution Professional to Mr. Gaurav Gupta. A detailed e-mail by Resolution Professional to Mr. Gaurav Gupta was sent on 03.11.2022 where Resolution Plan and addendum as well as LoI dated 28.07.2021 was referred. E-mail stated as follows:-

Regards Surendra +919717390678"

17. In the minutes of the CoC meeting on 25.11.2022, all developments were brought into notice of the CoC which took note of all developments. After the meeting of the CoC detailed e-mail was sent on 27.11.2022 to the Resolution Applicant informing about non-compliance with Resolution Plan and LoI. Earlier e-mail sent by the Resolution Professional reads as follows:-

"Sub: Non-compliance with resolution plan and letter of intent Dear Sir This is in relation to the email dated November 24, 2022 received by the undersigned from the Resolution Applicant vide which the Resolution Company Appeal (AT) (Insolvency) Nos. 1550, 1551 & 1552 of 2023 Applicant is not able to share the details sought by the undersigned regarding the change in the structure/directorships of the Resolution Applicant owing to restrictions imposed by a confidentiality clause.