Approval of Resolution Plan - Anandtex India Pvt. Ltd.

Coram: HON’BLE MR. HARNAM SINGH THAKUR, MEMBER (JUDICIAL) HON’BLE MR. SUBRATA KUMAR DASH, MEMBER (TECHNICAL) Present: For the Applicant/Resolution Professional: 1. Mr. Harsh Garg, Advocate 2. Pulkit Goyal, Advocate

Per: SUBRATA KUMAR DASH, MEMBER (TECHNICAL)

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ORDER IA No.416/2021

This Application has been filed by Mr Anup Sood, Resolution Professional of M/s Anand Tax India Pvt. Ltd. under Section 30(6) read with Section 31(1) of the Insolvency and Bankruptcy Code, 2016 (“the Code” or “IBC”) for approval of the resolution plan in respect of M/s Anand Tax India Pvt. Ltd. (“the Corporate Debtor”). The Applicant-Resolution Professional filed the present application on 31.05.2021 for approval of the resolution plan, which was approved by 100% voting share of the Committee of Creditors (CoC) in its 12th meeting which was held on 14.05.2021. The present application was reserved for orders on 15.12.2022.

2. The Company Petition bearing CP (IB) No.135/Chd/Hry/2018 was filed by the Financial Creditor-Bank of India against the Corporate Debtor which was admitted into the Corporate Insolvency Resolution Process (‘CIRP’) vide order dated 29.11.2019. 3. Mr. Anup Sood was appointed as Interim Resolution Professional (‘IRP’), and the Committee of Creditors (CoC) in its meeting held on 26.12.2019, confirmed the appointment of Mr Anup Sood, (Registration No. IBBI/IPA-003/IP-N000114/2017-18/11218) as the Resolution Professional with 100% voting. 4. The Applicant submits that the public announcement as per Regulation 6 of the CIRP Regulations in Form-A as prescribed under the schedule was made on 01.12.2019 in two newspapers i.e., “Financial Express” & “Amar

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Ujala”, inviting claims from the creditors of the Corporate Debtor as envisaged under the Code. The last date for receipt of the claim was 12.12.2019. 5. The Interim Resolution Professional constituted the Committee of Creditors in accordance with Section 21(2) of the Code, as amended which comprised a sole-Financial Creditor i.e., Bank of India holding 100% voting share on 26.12.2019. 6. The Applicant submits that a total of 12 CoC meetings have been held during the CIRP period, details as follows:-

Particulars Date of Main Points of Importantdecisionstaken CoC discussion Meeting

1st CoC 26.12.201 Constitution of COC 1.AppointmentofIRPasRP Meeting 9 and appointment of RP 2.ApprovalofremunerationofRP 3.ConfirmationoftheconstitutionofCOC 4. Appointment of Director of the suspended Board,MrRakeshGargasKMP 5.ApprovalofCIRPexpenses 6. Decision taken to keep the CD as agoing concern

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2nd CoC 10.02.202 Appointment of IRP 1. To apprise members of CoC of the Meeting 0 as RP and approval presentpositionofCIRP of his remuneration, approval of EM and 2. To advise about preparation of RFRP, finalization of InformationMemorandum. terms of EOI, appointment of 3. Evaluation Matrix and RFRP transaction auditor, discussedandapproved approval of reduction 4. Terms of EOI finalized andpublication in notice period to thereofapproved CoCformeetings 5. Appointment of valuers as per Regulation27advised 6. Appointment of Transaction Auditor approved 7. Reduction in notice period of noticeto CoCforcallingameetingapproved.

3rd CoC 7.3.2020 1. Approval of one 1. EOI received from only one applicant Meeting EOIreceived viz. Mr. Harsha Vardhan Reddy was not approved by CoC as hedidnotmeetthe 2. Receipt of claims termssetbythecommittee. from operational creditors 2. CoC decided to publish Form G once more. 3. RP advised that he had received claims from five operational creditors amounting to Rs.2198.54 Lakhs out of which claims of four creditors totalling 99.84 lakh were admitted, andaclaimof ETO amountingto2084.76Lakhwasnot admittedasthesamewassubjudice.

1. Five EOIs received out of which four 4th CoC 23.06.202 1. Consideration of were accepted provisionally as time for Meeting 0 EOIsreceived receipt of EOI hadtobeextendeddueto lockdown. 2. Preparation of temporary 2. Preparation of temporary website was website approved. 3. Approval of 3. Remuneration to valuers was remuneration of approved Valuers.

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4.CIRPexpenseswereapproved 4 Approval of CIRP expenses

5th CoC 7.8.2020 1.Provisionalandfinal 1. Six PRAs had submitted EOI and Meeting listofPRAs. provisional list of PRAs was published on 10.7.2020 and final list on 23.07.2020. 2. Approval of Informationmemorandum,EM&RFRP were remuneration of shared with three PRAs as others did not ForensicAuditor. submitnon-disclosureagreement. 3.Appointment of 2. Remuneration of Forensic Auditor was statutoryauditor approved. 4. Approval for 3.AppointmentofStatutoryAuditorapproved extension of CIRP period. 4. CoC approved for getting extension of CIRPperiodby90days 5. Approval of CIRP Expenses 5.CIRPExpenseswereapproved

6th CoC 3.9.2020 1. Understanding for 1. CoC was advised that an understanding Meeting Job work had been reached with M/S contract with S S S.S.International for job work and that an International. advance had been received amounting to Rs. 15.00 Lakh with which pending dues of 2. Consideration of theElectricitydepartmenthadbeencleared. Resolution Plan Submitted by 2. Resolution plan submitted by Mrs. Kanta Mrs.KantaGarg Garg was placed before the CoC but could not be considered as it was not 3. Publication of accompanied by earnestmoneyofRs.50.00 Form G for the Lakhaspertermsofsanction. thirdtime. 3. It was decided by CoC to publish form G forthethirdtime.

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7th CoC 21.10.202 1.Transaction Audit 1. CoC was advised that the Transaction Meeting 0 Report Auditor had identified a fraudulent transaction of Rs.2.33 Crore and an 2. Appointment of application had been filed with the Hon’ble Advocate NCLTforavoidanceofthesame. 3.Publication of Form 2. Appointment of advocate Varun Katyal G wasapproved 4.Approval of CIRP 3.CoC was advised that form G had been Expenses publishedforthethirdtime. 4.CIRPExpenseswereapproved

8th CoC 29.10.202 1. Receipt of 1. RP advised the CoC of receipt of Meeting 0 Resolution Plan Resolution Plan from Mrs. Kanta Garg along of Mrs. Kanta withBinding SubmissionBondGuaranteeof Garg. Rs.50.00 Lakh that was being studied to ensure it complied with the provisions of the 2. Activity at factory Code. oftheCD 2. RP advised the CoC that Job work at the 3.Extension of CIRP factorywasgoingonsatisfactorily. Period 3. RP apprised the Coc that Hon’ble NCLT had directed to file the resolution passed by the CoC regarding extension of CIRP period for 90 days. Accordingly, a resolution was passedforsubmissiontoHon’bleNCLT

9th CoC 4.11.2020 Discussion on The plan submitted by the RA was Meeting revised Resolution discussed and changes were suggested by Plan CoC. The RP made it clear to thecommittee that all decisions of the CoC would now be subject to outcome of an application for approvalofextensionofCIRPperiod

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10th CoC 2812.202 1.Extension of CIRP 1. RPadvisedthecommitteethattheHon’ble Meeting 0 Period NCLT had approved extension of CIRP periodby90daysi.e.upto31.12.2020 2. Extension fo CIRP period by 2. RP brought to the notice of the CoC the another60days extended period of CIRP was coming to an end on 31.12.2020 and wished to know the status of approval of the plan submitted on 4.11.2020. It was advised that the proposal was under consideration of the banks at appropriate level. As the period of CIRPwas coming to an end, it was decided to seek a furtherextensionby60days.

11th CoC 22.03.202 1.Application for 1. RP advised that as per approval of CoC, Meeting 1 extension of CIRP he had filed an application before AA on period 31.12.2020 for extension of the CIRP period by 90 days and the same was under 2. Discussion on considerationofAA. ResolutionPlan 2. CoC advised that the Resolution plan 3.Approval of CIRP submitted by the RA was still under Expenses considerationattheappropriatelevel 3.CIRPexpenseswereapproved

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12th CoC 14.5.2021 1. Extension of CIRP 1. RP advised that the Hon’ble NCLT had Meeting period passed an order on 15.03.2021 and had granted extension of CIRP period byanother sixty days, beyond 270 days, after excluding the period during which IA was pending on the files of AAi.e.from01.01.2021tilldateof order i.e. 15.03.2021. Accordingly, CIRP stoodextendedupto14.05.2021 2.Legal Matters & 2. CoC ratified appointment of Advocate Appointment of Tarun Deswal for defending the execution Advocates proceedings initiated against the CD in respect of decree obtained before commencement of CIRP by Jitendra Steel. CoC ratified appointment of Advocate Vikas Sharmafordefendingacasefiledagainstthe CD before DRT Chandigarh before initiation ofCIRPbyBankofIndia. 3.Estimated liquidation cost of Rs.60.34,000.00 (RsSixtyLakhThirtyFour 3.Meeting of Thousand Only) was approved by CoC in liquidationcost. terms of regulation 39 (B) of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process forCorporatePersons) Regulations,2016 4.The matter of sale of CD as a Going Concern or Sale of Business of CD as a Going Concern was deliberated by the committee and it was resolved with 100% 4.Assessment of vote tosellthebusinessoftheCDasagoing sale as a going concern under clause ( e) or (f) of regulation concern 32oftheInsolvencyandBankruptcyBoardof India (Liquidation Process) Regulations, 2016. 5.CoCapprovedthenameofRPasliquidator incaseliquidationoftheCDwasorderedand further approved that in case of liquidation, liquidator shall be paid fee intermsofclause 5. Appointment of (b) of sub-regulation 2 of Regulation 4 of Liquidator and Insolvency and Bankruptcy Board of India approval of (LiquidationProcess)Regulations,2016. liquidator’sfees. 6. CoC approvedpaymentofCIRPexpenses 6.Approval of of Rs.7,28,750.00 (Rs Seven Lakh Twenty CIRP Expenses Eight Thousand Seven Hundred and Fifty till approval of Only) for a period of three months i.e for the resolutionplan estimated period of passage of resolution plan or for passage of liquidation order.

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7.Ratification of Permission was further granted to the CIRP cost till date Resolution Professional for need based oflastCoC expenses suchaslegalexpenses,expenses on statutory compliances, water and 8.Approval of electricity charges and other charges for ResolutionPlan keepingtheCDasagoingconcernasalsoto utilize funds available from cash flows of the CD for above purposes. It was further resolved that pro rata fees/other expenses shall be paid to the Resolution Professional for the period beyond three months as mentionedabove’ 7.The RP advised the COC about various expenses totaling Rs. 47,56,190.55 which had been incurredforconductofCIRPtillthe date of last CoC. The same were taken on recordbytheCoC. 8. The sole financial creditor i.e. Bank of India advised that they had approved the amended Resolution Plan submitted by the resolution applicant Mrs. Kanta Garg on 26.12.2020.

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7. It is stated by the Applicant that as per the valuation report, the fair value of the Corporate Debtor was assessed as Rs.12,72,22,380.00/- and the liquidation value of the Corporate Debtor was assessed as Rs.9,00,83,616.00/- in terms of Regulation 35 of the CIRP Regulations. 8. In the instant matter, the CIRP period was extended by 60 days beyond 270 days i.e., after 31.12.2021. After the extension of 60 days, the period of 330 days is expiring on 14.05.2021. Vide order dated 30.11.2021, the period from 20.04.2021 up to 29.05.2021 in filing the present application, has been excluded. Whereas, the instant application was filed vide diary No. 00698 dated 31.05.2021. Therefore, the present application is within prescribed CIRP period.

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9. Invitation in Form-’G’ for Expression of Interest (‘EOI’) from potential resolution applicants was published on 12.02.2020, and again on 10.03.2020, and thereafter, Resolution Professional had readvertised the Form-’G’ on 05.09.2020, for submission of resolution plans for the Corporate Debtor, in terms of Section 25(2)(h) of the Code read with Regulation, 36A(1) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Person) Regulations, 2016 (“CIRP Regulations”). The last date of submission of EOI as per Form-’G’ was 12.04.2020, 05.05.2020 and 30.10.2020 respectively. 10. The Applicant submits that in response to the re-publication of Form-’G’ on 05.09.2020, two EOI have been received from prospective Resolution Applicants i.e., one Mrs Kanta Garg and another Mr Harsh Vardhan Reddy. The EOI of Mr Harsh Vardhan Reddy was rejected as he failed to provide various clarifications as sought by the Resolution Professional and the plan submitted by Mrs Kanta Garg was found to be in order. It is further submitted by the applicant that Mrs Kanta Garg, i.e the resolution applicant is the wife of the suspended director of the corporate debtor, namely, Mr Suresh Garg and as such falls within the definition of the related party as given under Section 5 (24A) of the Code. The account of the Corporate Debtor was categorised as NPA since 2015, her Expression of Interest was accepted as the corporate debtor falls within the definition of MSME as provided under the Micro, Small and Medium Enterprises Development Act, 2006 and as per Section 240A of the Code, the applicant is eligible to give resolution plan read with provisions of clauses (c ) &(h) of Section 29A of IBC, 2016, as the same was not applicable to the resolution

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applicant in respect of Corporate Insolvency Resolution Process of MSME. The certificate for the same is attached as Annexure A-70 of the application. 11. The applicant submits that there were certain discussions held with respect to the Resolution Plan submitted by Mrs Kanta Garg and thereafter amendments were required and have been done accordingly. The Resolution Applicant along with Resolution Professional submitted his undertaking with the CoC stating that the Resolution plan as given by the Resolution Applicant is in compliance with the provisions of the IBC, 2016 read with regulations made thereunder. 12. In the twelfth meeting of CoC which was held on 14.05.2021 the agendas, in the eventuality that the Resolution Plan is not approved by Adjudicating Authority, in compliance with regulations 39B, 39C, 39D were approved by CoC. In the same meeting, CoC with 100% voting approved the Resolution Plan of the Resolution Applicant i.e. Mrs Kanta Garg after going through the economic and financial feasibility and viability of the same. 13. The successful resolution applicant had submitted performance security as required under sub-regulation 4A of regulation 36B with the Resolution Professional to the tune of Rs. 130 lakhs, in the form of an FDR issued by Bank of India for an amount of Rs. 80 lakhs, and a bank guarantee of Rs. 50 lakhs from Yes Bank given at the time of submission of the Resolution Plan as an earnest money deposit. In compliance with the order dated 25.08.2022, the Resolution Professional filed the extended Performance Bank Guarantee through affidavit vide Diary No. 00698/9 dated 06.09.2022 submitted by the Successful Resolution Applicant issued by Yes

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Bank dated 02.09.2022 vide which the Bank Guarantee has been extended up till 20.01.2023. 14. The Applicant has submitted the details of various compliances as envisaged by the Code and the CIRP Regulations, which a Resolution Plan is required to adhere to, as follows:

Compliance with section 25(2)(h), 29A, 30(2) of the Code and mandatory contents of Resolution Plan in terms of Regulation 38 & 39(4) of CIRP Regulations.

Section of the RequirementwithrespecttoResolutionPlan Clause of Compliance Code / Regulation Resolution (Yes/No) No. Plan

25(2)(h) Whether the Resolution Applicant meets the pg 19-20 YES criteria approved by the CoC having regard to the and complexity and scale ofoperationsofthebusiness Annexure-oftheCD? B(492,493 ,508)

Section29A Whether the Resolution Applicant is eligible to page29 YES submit a resolution plan as per the final list of Resolution Professionals or Order, if any, of the AdjudicatingAuthority? Section30(1) Whether the Resolution Applicant has submitted page21 YES anaffidavitstatingthatitiseligible?

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Section30(2) WhethertheResolutionPlan-pg23 (496) YES (a) provides for the payment of insolvency pg24 resolutionprocesscosts? YES (b) provides for the payment to the operational (497) creditors? N.A. (c) provides for the payment to the financial creditors who did not vote in favour of the NA resolutionplan? (d) provides for the management of the affairs of pg27 YES thecorporatedebtor? (500) YES (e) provides for the implementation and pg27 supervisionoftheresolutionplan? (500) NO (f) contravenes any of the provisions ofthelawfor thetimebeinginforce?

Section30(4) WhethertheResolutionPlan (a)isfeasibleandviable,accordingtotheCoC? (471,628,6 (b) has been approved by the CoC with 66% 29) YES votingshare? (471) Section31(1) Whether the Resolution Plan has provisions forits pg27 effective implementation plan, according to the (500) YES CoC? Regulation35A IA No. Where the resolution professional made a 56/2021has determination if the corporate debtor has been been filed subjected to any transaction of thenaturecovered beforeAA under sections 43, 45, 50 or 66, before the one YES hundred and fifteenth day of the insolvency commencement date, under intimation to the Board?

Regulation38(1) pg24 Whether the amount due to the operational (497) YES creditors under the resolution plan hasbeengiven priorityinpaymentoverfinancialcreditors?

Regulation38(1A) Whether the resolution plan includes a statement pg23-24 as to how it has dealt with the interests of all (496,497) YES stakeholders?

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Regulation38(1B) page32 (i) Whether the Resolution Applicant or any of its (505) NO related parties has failed to implement or contributed to the failure of implementation of any resolutionplanapprovedundertheCode. (ii) If so, whether the Resolution Applicant has submitted the statement giving details of such N.A. non-implementation?

Regulation38(2) (WhethertheResolutionPlanprovides: pg (a) the term of the plan and its implementation 628-629 schedule? YES (b) for the management and control of the businessofthecorporatedebtorduringitsterm? (c) adequate means for supervising its pg YES implementation? 27(500) pg27(500) YES

38(3) Whethertheresolutionplandemonstratesthat– (a)itaddressesthecauseofdefault? pg17(490) YES (b)itisfeasibleandviable? pg29(502) YES (c) it has provisions for its effective pg27,29 YES implementation? (500) (d) it has provisionsforapprovalsrequiredandthe (502) N.A. timelineforthesame? (e) the resolution applicant has the capability to implementtheresolutionplan? YES

39(2)(b) (Whether the RP has filed applications in respect IA No. of transactions observed, found or determined by 56//2021 YES him? Regulation39(4) (d) Provide details of performance security (631-639) Guarantee received, as referred to in sub-regulation (4A) of issued by regulation36B. Yes Bank for Rs.50.00 Lakh and Fixed Deposit kept with Bank of India Panipat Branch for Rs.80.00 lakh. The total performance security amount provided is Rs.130.00 lakh

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15. Measures required for the implementation of the Resolution Plan in terms of Regulation 37 of CIRP Regulations:

Regulation37 Relevant Page NumberoftheResolution Plan dealing aforesaid compliance with Regulation(Clausewise)

(a) Transfer of all orpartoforpartofthe RA Proposes to repay the liabilities of assets of the corporate debtor to one or the corporate debtor from its own morepersons. internalresources (b) Sale of all or part of the assets Notapplicable whether subjecttoanysecurityinterestor not.

(ba) Restructuring of the corporate NotApplicable debtor by way of merger, amalgamation anddemerger (c) Substantial acquisition of shares of The Resolution Plan envisages the thecorporatedebtor transfer of all the shares of the corporate debtor to the Resolution Applicant or any other person/nominee as the Resolution Applicant deem fit as per the circumstances for consideration ofRs.0.01pershare.

(ca) Cancellation or delisting of any The Resolution Plan envisages the shares of the corporate debtor, if transfer of all the shares of the applicable corporate debtor to the Resolution Applicant or any other person/nominee as the Resolution Applicant deem fit as per the circumstances for consideration ofRs.0.01pershare.

(d) Satisfaction or modification of any NotApplicable securityinterest (e) Curing or waiving of any breach of NotApplicable any terms of any debt due from CorporateDebtor

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(f) Reduction in anyamountpayableto Financial creditors (secured creditors thecreditors' Rs.10.75Crores)

(g) Extension in maturity date or a The assets of the corporate debtor change in the interest rate or otherterms kept us collateral secured shall be ofdebtduefromthecorporatedebtor released by the financial creditor immediately on payment of the final instalment to them as proposedinthe ResolutionPlan.

(h) Amendment of constitutional RA proposes reconstitution of the documentsofthecorporatedebtor boardofcorporatedebtor.

(i) Issuance of security of corporate NotApplicable debtorforcash,property,andsecurities.

(j) Change in the portfolio of goods or NotApplicable servicesproduced….

(k) Change in technology used by the NotApplicable corporatedebtor (l) Obtaining necessary approvalsfrom All the registration certificates,licences the central and state governments and and approvals given by any statutory otherauthorities authority in the name of the corporate debtor will remain in force and will continue.

16. Details of Resolution Plan/Payment Schedule

The relevant information with regard to the amount claimed, amount admitted, and the amount proposed to be paid by the Resolution Applicant under the said resolution plan is tabulated as under;

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(Amount in Rs. lakhs)

Sl. Category of Sub-Category Amount Amount Amount Amount No. Stakeholder ofStakeholder Claimed Admitted Provided under Provided * thePlan# to the Amount Claimed (%) (1) (2) (3) (4) (5) (6) (7) 1 Secured (a) Creditors NIL Financial not having a Creditors right to vote under sub-section (2) of section 21 (b) Other than (a)above: (i) who didnot NIL vote in favour of the resolution Plan 48,45,87,95 48,45,87,95 10,75,00,000.0 22.18 7.35 7.35 0 (ii) who voted in favour of the resolution plan

Total[(a)+(b)] 48,45,87,95 48,45,87,95 10,75,00,000.0 22.18 7.35 7.35 0

2 Unsecured (a) Creditors NIL Financial not having a Creditors right to vote under sub-section (2) of section 21 (b) Other than NIL (a)above: (i) who didnot vote in favour of the resolution Plan (ii) who voted in favour of the resolution plan

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Total[(a)+(b)] NIL 3 Operational (a) Related NIL Creditors Party of Corporate Debtor (b) Other than 21,98,53,87 99,84,000.0 27,00,000.00 (a)above: 1.75 0 1.22 (i)Government (ii)Workmen (iii)Employee (iv)……

Total[(a)+(b)] 21,98,53,87 99,84,000.0 27,00,000.00 1.75 0 1.22

4 Other debts 1,80,00,000 1,80,00,000 1,80,00,000 anddues .00 .00

GrandTotal 70,46,21,82 49,47,51,95 12,82,00,000.0 9.10 7 0 18.19

17. Summary of the Financial proposal/payment under the Resolution

Plan is as follows;

Sr.No. Particulars Amount (Rs. Upfront Deferred Cash at the Rest of in Lakhs) Cash endof1stYear Deferred verified by Cash RP 1. CIRPCost 40.00 40.00 to be paid within 60 days of the effective date.

2. Secured Financial 1075.00 1075.00 to be paid Creditor within 6 months of the effectivedate. 3. Unsecured Financial NIL Creditor

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4. Operational Creditor 27.00 27.00 for Goods & (Rs. 13.50 Lakh to be Services paid within 30 days of approval of the resolution plan and the balance payment of Rs.13.50 lakh to be paid within six months of the approval of the resolutionplan. 5. Operational Creditor NIL Government Dues (Customs)

6. Operational Creditor NIL Government Dues (Tax) 7. Operational Creditor NIL Employees & Workers 8. Funds for 50.00 50.00 stabilization of To be inducted within Business and six months of approval WorkingCapital ofresolutionplan

18. The Resolution Plan defines “Effective Date” as the date on which this Resolution Plan is approved by the NCLT. 19. Details on Management/Implementation and Relief as per Resolution Plan-Salient Features a. It is proposed that with the approval of the instant resolution plan, the management and control of the corporate debtor shall vest with the Resolution Applicant. The Resolution Applicant proposes to acquire 100% shareholding of existing shareholders as a part of the resolution process and also shall appoint one or more directors on the board of the corporate debtor from the date of approval of the Resolution plan.

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b. The RA for day-to-day affairs and management of the Corporate Debtor also proposes to appoint a sufficient number of officials/ employees in the Corporate Debtor as may be sufficiently required for fulfilling the objective of the Resolution Applicant to settle the liabilities and claims of the Corporate Debtor and to keep going concern for the business activities. c. RA proposes to take over the existing team of management for the purpose of running the business. d. That makes the RA technically strong for the purpose of keeping the company as a going concern. The RA proposes to remove/retrench/ appoint/transfer the employees of Corporate Debtor as per the need basis. 20. Waivers, Reliefs and Exemptions sought in the Resolution Plan

The applicant has submitted the following facts with regard to the Waivers, Reliefs and Exemptions sought in the Resolution plan:

Sr. Relief and/or Concessions and Name of Applicable Name of Authority No. ApprovalsSought Law who will grant approval 1. Approval for purchase of all the Companies Act, National Company 1873714 equity shares of the 2013. LawTribunal/ROC corporate debtor at the rate if Rs.0.01pershare 2. Approval for paid-up capital ofthe Companies Act, National Company corporate debtor to be Rs.1.00 2013. LawTribunal/ROC Crore divided in 10,00,000shares ofRs.10.00each 3. Approval for re-constitution of the Companies Act, National Company Board of thecorporatedebtorwith 2013. LawTribunal/ROC permission to induct new directors. All the present directors toresign.

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4. Approval to the effect that any Companies Act, National Company memorandum of understanding, 2013. LawTribunal/ROC implementation agreement, concession agreement, license, execution agreement or any other agreement executed by the corporate debtor for setting up of or implementation of any works, projects, concessions with any StateGovernment,Governmentof India, Statutory Bodies, Corporations or companies orany otherentityshallremaininforce. 5. Approval to the effect that all the CivilLaws General Relief u/s registration certificates, licenses 32A of the IBC, and approvals given by any 2016 statutory authority in the name of the corporate debtor to remain in force. 6. Approval to the effect that all VariousLaws General Relief u/s litigations, including under section 32A of the IBC, 138 of the NegotiableInstruments 2016 Act, initiated by the Financial Creditor against the corporate debtorshallbewithdrawn. 7. Approval to the effect that all VariousLaws General Relief u/s assets of the corporate debtor 32A of the IBC, kept as collateral security shallbe 2016 released by the financial creditor immediately upon payment of the final instalmentasproposedinthe resolutionplan. 8. Approval to the effect that the VariousLaws General Relief u/s resolution applicant shall not be 32A of the IBC, liable for any previous dues to 2016 statutory authorities/public authorities. 9. Approval to the effect that VariousLaws General Relief u/s resolution applicant shall not be 32A of the IBC, liable foranypreviousduestoany 2016 othercreditor 10. Approval of waiver of Corporate VariousLaws General Relief u/s Tax and/or MinimumAlternateTax 32A of the IBC, arising out of writing off of liability 2016 towards creditors and other liabilities of the corporate debtor on account of waivers granted by them. 11. Approval of waiver of stamp duty VariousLaws General Relief u/s applicable, if any, on the transfer 32A of the IBC, ofsharesofthecorporatedebtor 2016

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12. Direction for withdrawal of all VariousLaws General Relief u/s litigations filed against the 32A of the IBC, corporatedebtor 2016 13. Waiver of any liability on account VariousLaws General Relief u/s of previous or future 32A of the IBC, litigations/prosecution in relation 2016 to previous debts due from the corporatedebtor 14. Waiver of any liability on account VariousLaws General Relief u/s of financial/operational debt to 32A of the IBC, related parties and waiver from 2016 any future liability on account of non-submissionofclaims 15. Direction to Financial Creditor for VariousLaws General Relief u/s issuance of no dues certificate to 32A of the IBC, the resolution applicant 2016 immediately after successful implementation of the resolution plan

21. As regards the aforementioned claims under the IBC, it is clarified that this Adjudicating Authority has powers to decide the reliefs claimed which are directly relatable to the Resolution Process and not over those pertaining to extraneous issues. Regarding the reliefs/waivers pertaining to the domain of various departments/governmental authorities, it is further clarified that this Adjudicating Authority has no power to sanction these waivers, etc. and the Successful Resolution Applicant is at liberty to approach the competent authorities/courts/legal forums/office(s) Government or Semi-Government/State or Central Government for appropriate relief(s) sought in the plan. Approval of the Resolution Plan does not mean automatic waivers. 22. It is directed that any relief sought in the resolution plan, where the contract/agreement/understanding/proceedings/actions/notice etc. is not

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specifically identified or is for future and contingent liability, is at this moment not acceded to. 23. The Resolution Applicants shall obtain the necessary approval required under any law for the time being in force within one year from the date of this order or within such period as provided for in such law, whichever is later. 24. Pursuant to the order dated 10.12.2021 of this Adjudicating Authority, counsel for the Committee of Creditors has placed on record an email dated 09.12.2021 received from the authorized representative of Bank of India i.e. Ms C.S. Rajni i.e. Chief Manager, Law, Legal Department, Chandigarh Zone with regard to the fact that the bank is not nominating any of the representative in the monitoring committee formed for the implementation of the resolution plan. A copy of the email is attached as Annexure R/1 of the affidavit. 25. The Successful Resolution Applicant has filed a compliance affidavit vide diary No. 00698/4 dated 20.05.2022, undertaking that in the event any amount is received by the corporate debtor pursuant to the approval of Resolution Plan by this Adjudicating Authority, pursuant to the outcome of the application bearing IA No. 56/2021 (seeking of avoidance transaction under Section 66 of the Code), then the same shall be deposited with the financial creditors of the corporate debtor. 26. The Resolution Professional has filed an affidavit vide diary No. 00698/6 dated 27.06.2022 stating that on the basis of due diligence done by the Resolution Professional, the Resolution Applicant complies with the provisions of Section 29 A of IBC, 2016. Also, an independent affidavit has been submitted by the Resolution Applicant.

IANo.416/2021 in CP(IB)No.135/Chd/Hry/2018(Admitted)

27. Pursuant to the order of this Tribunal dated 07.03.2022, the financial creditor i.e., Rajani Kant Bhuyan, AGM, Bank of India has filed a compliance affidavit vide diary No. 00036/23 dated 06.05.2022 stating that Resolution Applicant has already assured in writing to deposit with the bank (the amount (if any) received by her pursuant to the outcome of section 66 application filed through IA No. 56/2021. Hence, the Resolution Plan can be approved immediately without waiting for the outcome of IA No. 56/2021, which can be decided in due course by this Adjudicating Authority. 28. This Adjudicating Authority vide order dated 22.09.2022 had directed the Resolution Professional or the CoC to file an undertaking/affidavit regarding the person responsible who will pursue the application filed under Section 66 bearing IA No. 56/2021 in future. Pursuant to the said order the applicant-Resolution Professional has filed a compliance affidavit vide diary No. 00698/12 dated 06.10.2022, wherein it has been stated that the stakeholder/ COC member will be the ultimate beneficiary of the proceeds received from the application u/s 66 of the IBC, 2016 bearing IA no. 56 of 2021, and in view of same the sole COC member i.e. Bank of India has given the undertaking/ affidavit that they shall pursue the application bearing IA no. 56 of 2021 filed u/s 66 of the IBC, 2016 after the RP ceases its power. A copy of the affidavit is attached with the instant compliance affidavit. 29. Further, this Adjudicating Authority vide order dated 14.10.2022 had directed the applicant-Resolution Professional to furnish the affidavit regarding the status of the corporate debtor as an SME unit under the MSME Development Act, 2006. Pursuant to the above-said order, applicant-Resolution Professional has filed a compliance affidavit vide diary

IANo.416/2021 in CP(IB)No.135/Chd/Hry/2018(Admitted)

No. 00698/13 dated 31.10.2022, wherein stating that the Resolution Plan in the present matter was submitted by the Successful Resolution Applicant i.e- Mrs Kanta Garg who is the wife of the suspended director (Mr Suresh Garg) of the corporate debtor and she is eligible to submit the resolution plan in the present matter in view of the provision of section 240A of IBC, 2016 as the corporate debtor is an MSME firm as per the definition provided under the MSME Development Act, 2006. Moreover, the corporate debtor was a going concern and was kept as a going concern during CIRP as well, and no proceeding for cancellation of the Acknowledged Enterprises Memorandum has been undertaken against the corporate debtor nor has the same been cancelled by any authority under any law, nor was the same cancelled at the time of filing the present application for approval of Resolution Plan. The corporate debtor is not hit by the amendment in section 7(1) of the MSME Development Act, 2006 as mentioned in the notification dated 16.01.2009. A Copy of the MSME certificate of the corporate debtor is attached as Annexure A-1 of the instant compliance affidavit. Further, the Resolution Plan also complies with other provisions of IBC, 2016 and the Regulations made thereunder. 30. This Adjudicating Authority vide administrative order dated 13.09.2022 had directed the applicant-Resolution Professional to file a compliance affidavit in view of the decision of the Hon’ble Supreme Court in the case of State Tax Officer vs. Rainbow Papers Limited Civil Appeal Nos. 1661 of 2020 and 2568 of 2020, specifying the dues if any, payable to Government/Government Authorities where a security interest is created and to state that the distribution of the amounts under Section 53(1)(b)(ii) in the IANo.416/2021 in CP(IB)No.135/Chd/Hry/2018(Admitted)

present case is in accordance with the aforementioned observations of the Hon'ble Supreme Court regarding the payment of statutory dues payable to any State Government or legal authority in favour of whom security interest is created by operation of law. Pursuant to the above-said order, the applicant has filed a compliance affidavit vide diary No. 00698/10 dated 21.09.2022 stating that in the present matter, the corporate debtor as on insolvency commencement date i.e., 29.11.2019 as per the provisional balance sheet as on 29.11.2019 no amount was pending due towards any statutory department/authority. Further, ETO had filed an application bearing IA No. 43/2022 challenging the order of the RP for rejection of the claim, which has been dismissed by this Tribunal vide order dated 21.09.2022. Further, the applicant has stated that there are no dues payable to any Government department/ Authorities where a security interest is created in their favour either by charge or by operation of law, and as such the only secured creditors in the matter of the present corporate debtor is the financial institution i.e. Bank of India.

Findings

31. On hearing the submissions made by the learned counsel for the Resolution Professional and perusing the records, we find that the Resolution Plan has been approved at a total Resolution Value of Rs.12,82,

00,000.00/-(Twelve Crores and Eighty Two Lakhs only). The resolution applicant proposes to make a payment to secured financial creditors

Rs. 10,75,00,000.00 (Ten Crores and Seventy Five Lakhs only). The IANo.416/2021 in CP(IB)No.135/Chd/Hry/2018(Admitted)

Resolution Applicant proposes to pay Rs. 27,00,000.00 (Twenty Seven

Lakhs only) to the Operational Creditors as per Financial Proposal.

32. The sole COC member i.e. Bank of India has given the undertaking/ affidavit that they shall pursue the application bearing IA no. 56 of 2021 filed u/s 66 of the IBC, 2016 after the Resolution Professional ceases its power. The said undertaking shall form part of the Resolution Plan. The financial creditor-sole member of CoC shall be bound by the undertaking given. 33. As per the CoC, the Resolution Plan meets the requirement of being viable and feasible for the revival of the Corporate Debtor. By and large, all the compliances have been done by the RP and the Resolution Applicant for making the plan effective after approval by this Bench. 34. On perusal of the documents on record, we are satisfied that the Resolution Plan is in accordance with Sections 30 and 31 of the Code and complies with Regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. Orders

35. Therefore, subject to the observations made in this order, we hereby accord our approval to the Resolution Plan. 36. It is further directed that the Resolution Applicant, on taking control of the corporate debtor, shall ensure compliance under all applicable laws for the time being in force. As far as the question of granting time to comply with the statutory obligations or seeking sanctions from governmental authorities is concerned, the Resolution Applicant is directed to do the same within one year as prescribed under Section 31(4) of the Code.

IANo.416/2021 in CP(IB)No.135/Chd/Hry/2018(Admitted)

37. The Resolution Plan as approved shall be binding on the corporate debtor and its employees, members, and creditors, including the Central Government, State Government, or Local Authority, to whom a debt in respect of the payment of dues arising under any law for the time being in force such as authorities to whom statutory dues are owned, guarantors and other stakeholders involved in the resolution plan. 38. The Moratorium imposed under Section 14 shall cease to have effect from the date of this order. 39. The Resolution Professional shall stand discharged from his duties with effect from the date of this order. However, he shall perform his duties in terms of the Resolution Plan as approved by this Adjudicating Authority. 40. The Resolution Professional is further directed to hand over all records and properties to the Resolution Applicant and shall finalize the further line of action required for starting the operation. The Resolution Applicant shall have access to all the records and premises of the corporate debtor through the Resolution Professional to finalize the further line of action required for starting the operation. 41. In case of non-compliance with this order or withdrawal of the Resolution Plan, the performance security amount already paid by the Resolution Applicant shall be liable to be forfeited, in addition to such further action as may be permitted under the law. 42. Liberty is hereby granted for moving any application if required in connection with the implementation of this Resolution Plan.

IANo.416/2021 in CP(IB)No.135/Chd/Hry/2018(Admitted)

43. The Resolution Professional shall forward all records relating to the conduct of the CIRP and the resolution plan to the Board to be recorded on its database. 44. The Resolution Professional shall file a copy of this order with the Registrar of Companies, NCT of Delhi and Haryana inter alia for updating the status of the corporate debtor. 45. Additionally, the Registry shall send a copy of this order to the Registrar of Companies, NCT of Delhi and Haryana. 46. The application bearing IA No. 416/2021 and the main Company Petition i.e., CP (IB) No. 135/Chd/Hry/2018, shall stand disposed of accordingly. 47. Certified copy of this order may be issued, if applied for, upon compliance with all requisite formalities.

Sd/- Sd/- (Subrata Kumar Dash) (Harnam Singh Thakur) Member (Technical) Member (Judicial) January 20, 2023 PB/ASH

IANo.416/2021 in CP(IB)No.135/Chd/Hry/2018(Admitted)