NCLT Approves Athena’s ₹164 Crore Arshiya Northern FTWZ Resolution Plan
The National Company Law Tribunal's Mumbai Bench has approved the resolution plan submitted by Athena India Opportunities for Arshiya Northern FTWZ Limited, bringing a significant stage of the company's insolvency process to a close after a multi-round contest over competing plans and the treatment of a key access-road asset.
In its order delivered on August 24, 2026 in I.A. (Plan) No. 62 of 2026 in CP (IB) No. 1245 of 2021, NCLT Mumbai approved Athena's resolution plan dated December 13, 2024 together with the June 18, 2026 addendum. The plan had been approved by the Committee of Creditors with 100% voting share.
₹164 crore plan to be paid in upfront cash
The approved plan carries a total resolution amount of ₹164 crore. The order records that the revised structure removes the earlier mechanism involving Optionally Convertible Redeemable Preference Shares and instead requires the entire resolution-plan consideration to be paid in cash upfront within 30 days from the approval date.
The financial allocation reproduced by the Tribunal provides for CIRP costs at actuals, budgeted at ₹71 lakh, ₹92,400 for workmen and employees, ₹97,800 for government dues, ₹58.098 lakh for operational creditors other than workmen and employees, and ₹162.69 crore for financial creditors other than related-party financial creditors. The plan allocates nil amounts to the promoter group and public shareholders.
The order also notes that the resolution applicant had already furnished an earnest money deposit of ₹10 crore.
Spine-road financing sits outside the ₹164 crore consideration
A distinctive issue in the resolution was the 2.52-acre 'Spine Road' at Khurja, Uttar Pradesh, which provides access to the Free Trade and Warehousing Zone project. The addendum provides that all interim finance, together with interest, raised by the corporate debtor to acquire that road during the CIRP is to be paid within 30 days under the plan timeline.
Importantly, this payment is stated to be in addition to the ₹164 crore resolution-plan consideration. The order records that the access road is considered essential to the FTWZ project's continued operation and value.
How the plan returned to the CoC
Arshiya Northern FTWZ entered CIRP through an NCLT order dated November 14, 2022 under Section 7 of the Insolvency and Bankruptcy Code. The process later became procedurally complex after Athena, which had earlier been an unsuccessful resolution applicant, challenged the rejection of its plan.
In January 2026, NCLT directed the CoC to reconsider Athena's plan and its revised proposal. Appeals then reached the NCLAT and subsequently the Supreme Court. The NCLT order records that on June 11, 2026, the Supreme Court stayed the relevant NCLAT order and directed the CoC to consider and decide Athena's resolution plan by June 25.
Following further CoC meetings and voting, e-voting concluded on June 26, 2026. Athena's December 2024 plan, read with the June 18, 2026 addendum, secured 100% CoC approval. The resolution professional filed the present approval application on July 9, 2026.
Section 29A and Tribunal review
The Tribunal recorded that Athena had submitted a Section 29A eligibility certificate dated October 29, 2024 and that a due-diligence report dated November 25, 2024 concluded that the resolution applicant and connected persons were not ineligible under Section 29A. NCLT also referred to the Supreme Court's jurisprudence on the primacy of the CoC's commercial wisdom, while examining whether the plan complied with Section 30(2) and the CIRP Regulations.
The Tribunal ultimately held that the plan met the Code and regulatory requirements and approved it under Section 31.
Merger proposal is not automatically approved
One of the most important legal qualifications in the order concerns the proposed merger of Ambel Logistics Private Limited with Arshiya Northern FTWZ. NCLT expressly clarified that approval of the resolution plan does not by itself amount to approval of the merger or amalgamation contemplated in the plan.
A separate application under Sections 230 to 232 of the Companies Act, 2013 may be filed for that transaction, and it will have to be considered independently on its merits. This distinction is particularly relevant for insolvency professionals, company secretaries, chartered accountants and transaction teams structuring post-resolution corporate actions.
Implementation and stakeholder effect
The approved plan became effective from the date of the NCLT order and is binding on the corporate debtor, employees, members, creditors, government authorities and other stakeholders covered by Section 31. A monitoring committee is to supervise implementation and review operational performance until closing, while the resolution professional is directed to hand over records, premises and documents needed for the new management to implement the plan.
The order also records the plan's treatment of capital restructuring, including extinguishment of existing shares and allotment and reduction measures contemplated for implementation. Reliefs or concessions that require action by other competent authorities remain subject to the applicable legal process rather than arising automatically from NCLT approval.
Practical takeaway: the order is a useful case study in how a resolution plan can evolve after litigation, CoC reconsideration and a move from security instruments to full upfront cash. It also reinforces a key implementation point: approval under the IBC can make the resolution plan binding, but separate statutory transactions such as a Companies Act merger may still require their own approvals.
Official source: View the official source document
Key takeaway
Fresh 35-page NCLT order surfaced by IBBI with substantial insolvency, creditor-allocation and Companies Act implications for insolvency and finance professionals.
