Approval of Resolution Plan - Baghauli Sugar and Diistillery Limited

IN THE NATIONAL COMPANY LAW TRIBUNAL ALLAHABAD BENCH, PRAYAGRAJ IA NO.243/2023 IN CP (IB) NO.342/ALD/2018 IN THE MATTER OF: (An Under Section 30 of Insolvency and Bankruptcy Code, 2016 read with Regulation 39 of IBBI (Insolvency Resolution Process for Corporate Persons) Regulation, 2016) Vivek Raheja, Resolution Professional, Baghauli Sugar & Distillery Limited, IP Registration No.IBBI/IPA-001/IP-P00055/2017/18/10133, JD-2C, 2nd Floor, Pitampura, Delhi 110034 ………… Applicant/ Resolution Professional Versus Committee of Creditor through its lead Bank Bank of Baroda, Stressed Assets Management Branch, 4th Floor, Rajendra Bhawan, Rajendra Palace, New Delhi - 110008 …..Respondent No.1 Dalmia Bharat Sugar and Industries Limited (Successful Resolution Applicant) Corporate office at : 11th & 12th Floor, Hansalaya Building, 15 Bharakhamba Road, New Delhi 110001 …..Respondent No.2 In the matter of: Baghauli Sugar & Distillery Limited …………..Corporate Debtor

Order pronounced on 24th November, 2023

IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ

Coram: Mr. Praveen Gupta. : Member (Judicial) Mr. Ashish Verma : Member (Technical) Appearances: Sh. Punit Bali Sr. Adv. assisted by : For the RP Mr. Vivek Raheja Sh. Karan Gandhi, Adv. present in person Sh. Abhinendra Maheshwari, Adv. : For the CoC/ Respondent No.1 Sh. Amit Jhanji, Sr. Adv. assisted by : For the SRA/ Respondent no.2 Sh. Viren Sharma, Sh. Sachit Singla, & Sh. Diptiman Singh, Advs. ORDER Preliminary 1. The present Interlocutory Application bearing IA No.243/2023 has been filed on behalf of Mr. Vivek Raheja, Resolution Professional (hereinafter referred as “RP”) of the Corporate Debtor i.e. M/s Baghauli Sugar & Distillery Limited under the provisions of Section 30 of the Insolvency & Bankruptcy Code, 2016 (hereinafter referred to as “the Code” or “IBC”) read with Regulation 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 ( hereinafter referred as “CIRP Regulations”) for approval of the Resolution Plan in respect of M/s Baghauli Sugar & Distillery Limited (“Corporate Debtor”).

2. The underlying Company Petition CP (IB) No.342/ALD/2018 filed on behalf of Financial Creditor i.e. Bank of Baroda under

IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ

Section 7 of the Code for initiation of Corporate Insolvency Resolution Process (hereinafter referred as “CIRP”), which was admitted by this Adjudicating Authority vide its order dated 07.02.2020 (“Admission Order”). On that date, i.e., 07.02.2020 (“Insolvency Commencement Date”), Mr. Vivek Raheja (IBBI/IPA-001/IP-P00055/2017/18/10133) was appointed as IRP.

Collation of claims by RP 3. It is stated in Resolution Plan that the public announcement was made on 10.02.2020 in Financial Express (English) and Jansatta (Hindi), the last date for submission of claims was 21.02.2020, and RP called for proof of claims from the creditors of the Corporate Debtor and informed lenders to submit their claims as envisaged under the Code.

4. That pursuant to the public announcement made in FORM-A by the Resolution Professional, the details of claim submitted is as follows :-

Sr. Particulars Amount Amount of % of Amount No. claimed claim admitted Claimed in Rs. in Rs. 1 Secured 3,46,63,90,852 3,30,39,05,429 95.31% Financial Creditors 2 Unsecured 1,96,44,98,384 1,94,78,38,951 99.15% IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ

Financial Creditors (Related Party) 3 Workmen & 2,16,274 2,16,274 100% Employees 4 Government NIL NIL NIL dues 5 Operational 61,67,842 55,53,689 90.04% Creditors (Other than Workmen and Employees and Government Dues) Grand Total 5,43,72,73,352 5,25,75,14,343 96.69% 5. Thereafter, Applicant/ RP constituted the CoC on the basis of the financial statements interalia information available and provided at the relevant time. The constituted CoC with the following Financial Creditors by mentioning their voting percentage are as under :-

Sr. Name of Financial Class of Voting Share No. Creditors Creditors (%) 1. Bank of Baroda Secured Financial 56.23% Creditor 2. Punjab National Secured Financial 16.22% Bank (Erstwhile Creditor OBC) 3. Union Bank of India Secured Financial 8.83% Creditor 4. Bank of India Secured Financial 18.44% Creditor 5. IFCI Ltd. acting on Secured Financial 0.28% behalf of Govt. of Creditor India TOTAL 100% IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ

6. The RP submits that a total of 34 CoC meetings have been held during the whole CIRP period.

Evaluation and voting 7. It is stated that the 3rd CoC meeting was convened by the Applicant/ RP on 02.06.2020 proposing for publishing the Form G inviting Expression of Interest ‘EOI’. The same was passed with 90.56% voting shares by the CoC. Further, the Applicant/ RP published the brief particulars of the invitation of EOI in prescribed Form G on 11.06.2020, whereby the Proposed Resolution Applicants were invited to submit their EOI for submission of their Resolution Plans for the Corporate Debtor by 26.06.2020. The said Form G was also published on the IBBI website. In pursuance of publication of Form G, two EOIs were received by the RP, however no Resolution Plan was submitted.

8. Thereafter, in pursuance of 4th CoC meeting held on 05.08.2020, the RP had again issued Form G, which was published on 13.08.2020, in which no EOI was received. Further, as discussed in the 5th CoC meeting held on 01.10.2020, RP had issued Form G again and after publishing the same on 07.10.2020, RP had received EOI from three Prospective Resolution Applicants ( hereinafter referred as “PRAs”), out of IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ whom, two PRAs had already submitted their EOIs earlier. Thereafter, provisional list of PRAs was issued on 22.10.2020 and objections were invited till 27.10.2020. Therefore, as there were no objections received, the final list of of PRAs was issued on 29.10.2020, and the PRAs have been supplied the information memorandum and other details with respect to the Corporate Debtor for submission of Resolution Plan. The last date for submission of Resolution Plan was 24.11.2020. In the result, as no Resolution Plan was received from PRAs till the last date of submission, the CoC in its 8th meeting held on 14.12.2020 resolved to again issue EOI, which was accordingly published on 19.12.2020, and the RP had received 8 responses in terms of EOI, which are as under :-

SR. NO. NAME 1. DCM Shriram Infrastructure Limited 2. Sri Jaibalaji Steel Rolling Mills Private Limited 3. Superior Food Grains (P) Limited 4. Gulshan Polyols Limited 5. Kundan Care Products Limited 6. Kundan International Private Limited 7. Equilibrated Venture Cflow Private Limited 8. RKG Asset Management LLP 9. In pursuance thereto, the Resolution Professional has received two Resolution plans. The RAs who have submitted the Resolution Plans, are given as under :-

IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ

1) Kundan Care Products Limited

2) Equilibrated Venture Cflow Private Limited

10. The RP had received the final Resolution Plan after removing the defects on 11.03.2022, which was to be received till 04.03.2022 as resolved in the 22nd CoC meeting held on 02.03.2022. Thereafter, in the 23rd CoC meeting held on 10.03.2022 & 11.03.2022, quantitative parameters and qualitative parameters of the Resolution Plan in terms of Evaluation Matrix forming part of RFRP documents was considered at length and consequently the Kundan Care Products Ltd. scored the highest Resolution Plan in both quantitative parameters and qualitative parameters. Further, both the Resolution Plan were put to vote by electronic voting from 14.03.2022 till 08.04.2022, and upon the said Resolution Plan, the Members was abstained from voting with 72.45%. Thereafter, the RP held 25th CoC meeting on 16.04.2022, and the resolution for liquidation of Corporate Debtor was passed by 99.72% voting majority.

11. In pursuance thereto, the RP has moved the application for liquidation before this Tribunal vide IA No.127/2022 and during the pendency of said application, one of the RA namely Equilibrated Venture Cflow Private Limited filed an IA IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ

No.173/2022 for acceptance of its enhanced proposal and consider for approval of its resolution plan, which was allowed. Accordingly, RP had withdrawn the IA No.127/2022 as discussed in 26th CoC meeting. Subsequently, RP had filed an IA No.443/2022 seeking exclusion of time period from the CIRP as well as for publication of fresh Form G. This application was allowed and permission was granted to publish fresh Form G.

12. Further, RP conducted and confirmed in the 27th CoC meeting regarding publication of Form G, which was published on 12.12.2022 and the last date for receipt of EOI was 27.12.2022. In pursuant thereto, the RP had received 17 responses in terms of EOI, which are as under :-

SR. NO. NAME 1. RKG Fund I, A Scheme of RKG Trust 2. Equilibrated Venture Cflow Private Limited 3. Ideal BuildTech Pvt. Ltd. 4. Sandeep Gupta, Shalini Gupta And AK Mittal 5. SBM and Co. Pvt Ltd and Atharv Sugar Private Limited 6. Divri Inframanagement Pvt. Ltd, Chandra Laxmi Hospital P. Ltd and Mukesh Kumar Agarwal 7. Sponge Sales India Pvt. Ltd 8. SVM lmpex Private Limited 9. Dalmia Bharat Sugar and Industries 10. Bommidala Enterprises Pvt Ltd.

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11. Vijay Laxmi Ravi Industries in consortium with Shees Ram Singh Ravi 12. Pramod Saxena Contractor, represented by Sole Propreitor, Pramod Saxena 13. Anil Khandelwal 14. Joginder Khurana 15. Ashish Goyal 16. Manju Singhal 17. Amrit Agarwal 13. Thereafter, RP out of 17 PRAs, received six resolution plan from the following PRAs :-

SR. NO. NAME 1. Consortium of Sandeep Gupta, Shalini Gupta And AK Mittal 2. Consortium of SBM and Co. Pvt Ltd and Atharv Sugar Private Limited 3. Dalmia Bharat Sugar and Industries 4. Equilibrated Venture Cflow Private Limited 5. RKG Fund I, A Scheme of RKG Trust 6. SVM lmpex Private Limited 14. Further, in 33rd CoC meeting held on 21.04.2023, six resolution plans were put for e-voting, which as per instructions of CoC was kept open from 24.04.2023 till 11.05.2023. Therefore, the CoC had approved the Resolution Plan submitted by M/s Dalmia Bharat and Sugar Industries Limited and it is declared Successful Resolution Applicant (hereinafter referred as “SRA”) with 100% voting majority. The relevant agenda item no.10 which is annexed as Annexure 8 with the application passed by IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ the CoC member with 100% of its vote share in 33rd meeting, is reproduced hereunder:

ITEM NO.10 TO DISCUSS AND APPROVE THE RESOLUTION PLAN OF DALMIA BHARAT SUGAR AND INDUSTRIES LIMITED "RESOLVED THAT in pursuant to Section 30(3) of the Insolvency and Bankruptcy Code 2016 read with Regulation 39(2) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the consent of members of the CoC be and is hereby accorded to approve the Final Resolution Plan submitted by Dalmia Bharat Sugar and Industries Limited along with all the Addendum and Annexures." "RESOLVED FURTHER THAT pursuant to the provisions of Section 30(6) and other applicable provisions of the Insolvency and Bankruptcy Code, 2016 and Rules and Regulations framed there under, the Resolution Professional be and is hereby authorized to submit the Resolution Plan as approved by the Committee of Creditors to the Hon'ble NCLT and to do all such acts, deeds and things as may be required or considered necessary or incidental thereto." Votes Casted Name of CoC Voting Votes Caste (%) Member Share For Against Abstained Not (%) Voted Bank of 56.23% Assented - - - Baroda Punjab 16.22% Assented - - - National Bank (e-OBC) Union Bank of 8.83% Assented - - India Bank of India 18.44% Assented - - IFCI Ltd acting 0.28% Assented - -on behalf of Govt of India Total 100% 100% 0% 0% 0% IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ

15. A compliance Certificate in terms of prescribed Form H under regulation 39(4) of the CIRP Regulations was also filed before this Tribunal. As per FORM H, the fair value of the Corporate Debtor is Rs.1,18,39,50,320/- and the liquidation value is Rs.69,41,71,814/- as per the registered valuers report.

Details of Resolution Plan/ Payment Schedule 16. The Successful Resolution Applicant M/s Dalmia Bharat and Sugar Industries Limited is one of the youngest major sugar companies in India and one of the fastest-growing cane-based multi-product companies in India.

The amount proposed in the Resolution Plan are tabulated below: Sl. Types of Resolution Payment Term No. debts Amount (In Rs.) 1. CIRP Cost 5 Crore Rs.5 Crore shall be paid within 90 days of the approval of Resolution Plan. 2. Secured 134.50 Crore Rs.134.50 Crore Financial (including 3 Crore Creditor for assignment of 20 Crs. of remaining Debt along with release of personal guarantees of Ram Balak and his collateral securities) shall be IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ paid within 90 days of the approval of Resolution Plan. 3. Unsecured NIL NIL Financial Creditor 4. Operational NIL NIL Creditors (Statutory dues) 4. Operational 0.17 Crore Rs.0.17 Crore shall Creditors be paid within 90 (Goods & days of the approval Services) of Resolution Plan 5. Workmen/ 0.02 Crore Rs.0.02 Crore shall Employees be paid within 90 days of the approval of Resolution Plan 6. Contingent 0.50 Crore Rs.0.50 Crore shall Liabilities be paid within 90 (Non days of the approval Statutory) of Resolution Plan 7. Statutory NIL NIL Dues as per Information Memorandum 8. Infusion of 235 Crore To be infused as and funds for when required Capex Estimated Total Amount Proposed to be brought in the Corporate Debtor for the turnaround of the Corporate Debtor: S. No. Particulars In Rupees A CIRP Cost 5 Crore B Upfront cash payment to 134.50 Crore the Financial Creditors to be paid within 90 days from the approval date

IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ

Total Upfront Cash C 139.50 Crore Payment as part of Resolution Plan (A+B) Workmen & D 0.02 Crore Employee/due/claim retirement benefit Operational Creditor E 0.17 Crore (Goods & Services) F Other Creditors NIL Payment to outside 139.69 Crore G party (C+D+E+F) Contingent 0.50 Crore H Liabilities (Non Statutory) Repairs/Refurbishment NIL I (To be brought through equity) Working capital margin 235 Crore J (To be brought through equity) Total Fund Required 375.19 Crore K (G+H+I+J) Sources of Funds 17. The overall Resolution Plan is for a total amount of approximately Rs.140.19 Crores which shall be infused by Successful Resolution Applicant by equity infusion, unsecured loan from Banks.

18. 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:

IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ

Compliance with Section 30(2) of the Code: Section 30(2) of Compliance under Relevant Page Insolvency and Resolution Plan Number of Bankruptcy Code, Application 2016 (a) Plan must provide Provided in Chapter Page 590 for payment of CIRP VIII Clause 3 of the ( cost in priority to Resolution Plan Resolution Plan) repayment of other debts of the CD in the manner specified by the Board. (b) Plan must provide Provided in Chapter Page 590 for repayment of debts VIII Clause 3 of the ( of OCs in such manner Resolution Plan Resolution Plan) as may be specified by the Board which shall not be less than (b)(i) the amount Provided in Chapter Page 590 payable to them in the VIII Clause 3 of the ( event of liquidation u/s Resolution Plan Resolution Plan) 53; or (b)(ii) Plan must provide Provided in Chapter Page 590 for repayment of debts VIII Clause 3 of the ( of OCs in such manner Resolution Plan Resolution Plan) as may be specified by the Board which shall not be not less than amount that would have been paid to such creditors, if the amount to be distributed under the resolution plan had been distributed in accordance with the order of priority in sub-section (1) of section 53, whichever is higher and IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ (b) provides for payment NA NA of debts of financial (as the Resolution creditors who do not Plan is approved by vote in favour of the 100% voting) resolution plan, in such manner as may be specified by the Board. (c) Management of the Provided in Chapter X Page 595 affairs of the Corporate Clause 2 of ( Debtor after approval of Resolution Plan Resolution Plan) the Resolution Plan. (d) Implementation and Provided in Chapter Page 599 Supervision. XI Clause 4 of ( Resolution Plan Resolution Plan) (e) Plan does not Provided in Chapter Page 623 contravene any of the XV Clause 4 of ( provisions of the law for Resolution Plan Resolution Plan) the time being in force.

Measures provided in Resolution Plan in terms of Regulation 37 of CIRP Regulations. Regulation 37 of Compliance under Relevant Page Insolvency and Resolution Plan Number of Bankruptcy Board of Application India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 a) transfer of all or part No such sales Page no.539 of the assets of the envisaged under the (Page no.18 of corporate debtor to one Resolution Plan Resolution or more persons; Plan) b) sale of all or part of No such sales Page no.539 the assets whether envisaged under the (Page no.18 of subject to any security Resolution Plan Resolution interest Plan) or not;

IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ ba) restructuring of the Provided in Chapter Page no.593 corporate debtor, by IX Clause 1 of (Page no.72-73 way of merger, Resolution Plan of Resolution amalgamation and Plan) demerger; c) the substantial Provided in Chapter Page no.589 acquisition of shares of VIII Clause 3 of (Page no.68 of the corporate debtor, or Resolution Plan Resolution the merger or the Plan) consolidation of the corporate debtor with one or more persons; ca) cancellation or Provided in Chapter Page no.593 delisting of any shares IX Clause 1 of (Page no.72-73 of the corporate debtor, Resolution Plan of Resolution if applicable; Plan) d) satisfaction or Provided in Chapter Page no.593 modification of any IX Clause 1 of (Page no.72-73 security interest; Resolution Plan of Resolution Plan) e) curing or waiving of Debts of various Page 540 any breach of the terms category of creditors ( of any debt due from the are proposed to be Resolution Plan) corporate debtor; settled, restructured/ waived as provided under the Resolution Plan f) reduction in the Resolution amount Page 540 amount payable to the proposed by the RA ( creditors; shall result in partial Resolution Plan) recovery of the dues of the creditors as detailed in the financial plan g) extension of a Resolution Plan Page 540 maturity date or a proposes upfront ( change in interest rate settlement of the Resolution Plan) or other terms of a debt entire debt. Hence due from the corporate there are no change debtor; of term

IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ h) amendment of the Provided in Chapter Page 613 constitutional XIII Clause 22 of ( documents of the Resolution Plan Resolution Plan) corporate debtor i) issuance of Provided in Chapter Page 535 securities of the III Clause A of ( corporate debtor, for Resolution Plan Resolution Plan) cash, property, securities, or in exchange for claims or interests, or other appropriate purpose; j) change in portfolio The RA presently Page 541 of goods or services intends to carry on ( produced or rendered the business in the Resolution Plan) by the corporate debtor; same line of activity as that of the CD k) change in technology The resolution plan Page 541 used by the corporate proposes to ( debtor; and modernize and Resolution Plan) upgrade the processes of CD l) Obtaining necessary Provided in Chapter Page 597-598 approvals from Central XI Clause 2 of (Page 76-77 of and State Governments Resolution Plan Resolution Plan) and other authorities

Mandatory contents of Resolution Plan in terms of Regulation 38(1) of CIRP Regulations:

Regulation 38(1) and Compliance under Relevant (2) of Insolvency and Resolution Plan Page Bankruptcy Board of Number India (Insolvency of Resolution Process Application for Corporate Persons) Regulations, 2016

IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ

38(1)(a) The amount Provided in Chapter VIII Page due to the operational Clause 5 of Resolution no.590 creditors under a Plan (Page resolution plan shall no.69 of be given priority in Resolution payment over financial Plan) creditors 38(1)(b) The amount Provided in Chapter VIII Page payable under a Clause 5 of Resolution no.590 resolution plan - Plan (Page (b) to the financial no.69 of creditors, who have a Resolution right to vote under Plan) sub-section (2) of section 21 and did not vote in favour of the resolution plan, shall be paid in priority over financial creditors who voted in favour of the plan. 38 (1A) Shall include a Provided in Chapter VIII Page statement as to how it Clause 5 of Resolution no.590 has dealt with the Plan (Page interests of all the no.69 of stakeholder, including Resolution financial creditors and Plan) operational creditors of the Corporate Debtor 38 (1B) shall include a Provided in Chapter XV Page 623 statement giving Clause 4 of Resolution ( details if the Plan Resolution resolution applicant or Plan) any of its related parties has failed to implement or contributed to the failure of implementation of any other resolution plan

IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ approved by the Adjudicating Authority at any time in the past

38 (2)(a) shall provide Provided in Chapter Page 597-for the term of the plan XI & XII 602 of and its Application implementation and Page schedule; No.76-81 of the Resolution Plan 38 (2)(b) shall provide Provided in Chapter X for the management Application and control of the and Page business of the No.74 of Corporate Debtor the during its term Resolution Plan 38 (2)(c) Shall provide Provided in Chapter XI Page 599-600 for the adequate Clause 4 of means for supervising Application its implementation. and Page No.78-79 of the Resolution Plan 38 (3) A resolution plan shall demonstrate that – (a) it addresses This has been provided Page 557-the cause of in Resolution Plan in 563 of default; Chapter V Application and Page

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No.36-42 of the Resolution Plan. (b) it is feasible and This has been provided Page 544-viable; in Resolution Plan in 556 & 566- Chapter IV & VII 574 of Application and Page No. 23-35 & 45-53 of the Resolution Plan. (c) it has provisions This has been provided Page 597-for its effective in Resolution Plan in 602 of implementation; Chapter XI & XII Application and Page No.76-81 of the Resolution Plan. (d) it has provisions This has been provided Page 597-for approvals in Resolution Plan in 602 of required and the Chapter XI & XII Application timeline for the and Page same; and No.76-81 of the Resolution Plan. (e) the resolution This has been provided Page 544-applicant has the in Resolution Plan in 556 of capability to Chapter IV Application implement the and Page resolution plan. No.23-35 of the Resolution Plan.

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Details of Monitoring Committee: Name(s) of the proposed Brief description of the member(s) of implementation Proposed member(s) of the I & and monitoring committee M committee 1. Vivek Raheja. Resolution Professional 2. Two representatives Representatives of CoC nominated by lead Bank i.e. Bank of Baroda. Representatives of Successful Resolution Applicant 3. Mr. Pankaj Rastogi and; Mr. Naveen Kumar Gupta.

19. The Applicant submits that the SRA has submitted an affidavit in regard to the eligibility under section 29A of the Code, as required by Regulation 39(1)(a) of the CIRP Regulations. An undertaking has also been submitted by the SRA, as mandated in terms of regulation 39(1)(c) of the CIRP Regulations. The affidavit under Section 29A is at page no.279-281 in the application, which is reproduced thereunder:-

We "Dalmia Bharat Sugar And Industries Limited" State, submit and confirm as follows:- 1. We hereby unconditionally state, submit and confirm that we are not disqualified from submitting a Resolution Plan in respect of Baghauli Sugar and Distilleries Private Limited, pursuant to the provisions of the IB Code and/or otherwise. 2. We state, submit and declare that none of (a) us being the Resolution Applicant; (b) any other person acting jointly or in concert with us; (c) any person who is a promoter and/or in the management and/or control of the Resolution Applicant; (d) any person who shall be the promoter and/or IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ in management and/or control of Baghauli Sugar and Distilleries Private Limited during the implementation of the Resolution related party of any person referred to in(c) and/or (d) a) is an undercharged insolvent; b) is a willful defaulter in accordance with the guidelines of the Reserve Bank of India issued under the Banking Regulation Act, 1949; c) at the time of submission of the Resolution Plan, has an account, or an account of a corporate debtor under my/our or under an of the above mentioned person's management or control or of whom I/us or any of the above mentioned persons is/are a promoter, classified as non-performing asset in accordance with the guidelines of the Reserve Bank of India issued under the Banking Regulation Act, 1949 or the guidelines of a financial sector regulator issued under any other law at the time being in force an at least a period of one year has not lapsed from the date of such classification, if applicable, till the date of the commencement of the corporate insolvency resolution process of the Corporate Debtor; d) has been convicted for any offence punishable with imprisonment for two years or more under any Act specified in the Twelfth Schedule of for seven years or more under any law for the time being in force; e) is disqualified to act as a director under the Companies Act, 2013; f) is prohibited by the Securities and Exchange Board of India from trading in securities or accessing the securities market; g) has been a promoter or in the management or control of a corporate debtor in which a preferential transaction, extortionate credit transaction or fraudulent transaction has taken palace and in respect of which an order has been made by the Adjudication Authority under the IBC Code. h) has executed a guarantee in favor of a creditor in respect of a corporate debtor against which an IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ application for insolvency resolution made by such creditor has been admitted under this IBC Code; and no such guarantee has been invoked by the creditor or, if invoked, remains unpaid in full or part; i) is subject to any disability corresponding to (a) to (h) above under nay law in a jurisdiction outside India; j) has a connected person not eligible under clauses (a) to (i).

The expression "connected person" means- (i) any person who is the promoter or in the management or control of the resolution applicant; or (ii) any person who shall be the promoter or in management or control of the business of the corporate debtor during the implementing of the resolution plan; or (iii) the holding company, subsidiary company, associate company or related party of a person referred to in clause (i) and (ii). 3. That the Applicant unconditionally and irrevocably agrees and undertakes that it shall make full disclosure in respect of itself, other person acting jointly or in concert with it and all the connected persons as required under the Code and the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 and does not have a connected person who is ineligible under clause (a) to (i) of section 29A of the Code. 4. That the Applicant unconditionally and irrevocably agrees and undertakes that is shall make full disclosure in respect of itself, other person acting jointly or in concert with it and all the connected persons as per the provision of the Code and the rules and regulations framed thereunder to submit a resolution plan and that it shall provide all documents, representations and Information as may be required by the RP or the CoC to Substantiate to the satisfaction of the RP and the CoC that the Applicant is eligible under the Code and the rules and regulations thereunder to submit a resolution plan in respect of the Corporate Debtor.

5. That the Applicant unconditionally and irrevocably undertakes that it shall provide all data, documents and IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ information as may be required to verify the statements made under this affidavit including without Limitation, the following details: a. persons who are promoters on In management or control of the Resolution Applicant; b. persons who will be promoters or in management or control of the Corporate Debtor during the implementation of the Resolution Plan; c. holding companies, subsidiary companies, associate companies and related parties of the persons mentioned at (a) and (b) and d. Details of convictions, pending criminal proceedings, disqualifications under the Companies Act, 2013 orders of directions issued by SEBI, categorization as willful defaulters, etc. of the Resolution Applicant, other person acting jointly or in concert with it and the connected person. 6. That the Applicant understands that the CoC and the RP may evaluate the resolution plan to be submitted by the Applicant or any other person acting, jointly with it and such evaluation shall be considered to be a breach of the terms of the RFRP and accordingly the resolution plan submitted in terms of the RFRP shall be considered to be non-responsive and hold the Resolution Applicant ineligible form participating in the process of CIRP of the Company.

7. That the Applicant agrees that each member of the CoC and the RP are entitled to rely on the statements and affirmations made in this affidavit for the purposes of determining the eligibility and assessing, agreeing and approving the resolution plan submitted by the Applicant. 8. That in the event any of the above statements are found to be untrue of incorrect, then the Applicant unconditionally agrees to indemnify and hold harmless the RP and each member of the CoC against losses, claims or damages incurred by the Applicant. 9. That the Applicant agrees and undertakes to disclose/inform forthwith, to the RP and the members of the CoC, if the Applicant becomes aware of any change in factual information in relation to its connected person (as defined IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ under the Code) which would make it ineligible under any of the provisions of Section 29A of the Code at any stage of the CIRP of the Corporate Debtor, after the submission of this affidavit. 10. That if, at any time after the submitting of this affidavit and before the approval of the Applicant's resolution plan by the Hon'ble Adjudicating Authority under the Code, the Applicant becomes ineligible to be a resolution applicant as per the provisions of the Code (and in particular Section 29A of the Code), the fact of such intelligibility shall be forthwith brought to the attention of the RP and the CoC.

11. That, no information/details, have been concealed while signing the Affidavit and there are no further facts to be disclosed to determine eligibility of (name of the Applicant) in terms of Section 29A of the Code. 12. That this affidavit shall be governed in accordance with the laws of India and the courts of Delhi shall have the exclusive jurisdiction over any dispute arising under this affidavit. 20. The Applicant has filed a Compliance Certificate in prescribed Form, i.e. Form ‘H’ in compliance with Regulation 39(4) of the CIRP Regulations. The RP has issued the Letter of Intent to the Successful Resolution Applicant and the Successful Resolution Applicant provided the Performance Bank Guarantee of Rs.5,00,00,000/- (Rupees Five Crore Only) dated 15.05.2023 which expires on 14.05.2024 and the same is annexed as Annexure-16 at page nos.888-893, which is required under Regulation 36B (4A) of CIRP Regulations, 2016.

IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ

Details of Resolution Plan/ Payment Schedule

21. The Applicant submits the relevant information about the amount claimed, the amount admitted, and the amount proposed to be paid by the SRA, i.e. M/s Dalmia Bharat Sugar and Industries Limited under the said Resolution Plan which is tabulated as under:

Sl. Types of Amount Claim Amount Resolution Payment Term % of Amount No. debts claimed in Rs. admitted in Amount claimed Rs. (In Rs.) 1. CIRP Cost NA NA 5 Crore Rs.5 Crore shall be NA paid within 90 days of the approval of Resolution Plan. 2. Secured 3,46,63,90,852 3,30,39,05,429 134.50 Rs.134.50 Crore 25.77% Financial Crore (including 3 Crore Creditor for assignment of 20 Crs. of remaining Debt along with release of personal guarantees of Ram Balak and his collateral securities) shall be paid within 90 days of the approval of Resolution Plan. 3. Unsecured 1,96,44,98,384 1,94,78,38,951 NIL NIL NIL Financial Creditor (Related Party) 4. Operational 61,67,842 55,53,689 0.17 Crore Rs.0.17 Crore shall 3.63% Creditors be paid within 90 (Goods & days of the approval Services) of Resolution Plan 4. Operational NIL NIL NIL NA NIL Creditors (Statutory dues) IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ

5. Workmen/ 2,16,274 2,16,274 0.02 Crore Rs.0.02 Crore shall 1.08% Employees be paid within 90 days of the approval of Resolution Plan 6. Contingent NIL NIL 0.50 Crore Rs.0.50 Crore shall NA Liabilities be paid within 90 (Non days of the approval Statutory) of Resolution Plan 7. Statutory NIL NIL NIL NIL NIL Dues as per Information Memorandum 8. Infusion of NIL NIL 235 Crore To be infused as and NA funds for when required Capex 22. The Resolution Plan size is approximately of Rs.140.19 Crores. The remaining amount of Rs.235 Cr. as included in the Plan is by way of unsecured loan from Banks. The “Effective Date” will be the date on which the Adjudicating Authority approves the Resolution Plan.

Details on Management and Implementation as per the Resolution Plan.

23. The Resolution Plan also provides for details of management and control, implementation and supervision of the Resolution Plan and term of plan and the same is already set out in Para 18 supra.

Details on fraudulent and avoidance transaction

24. In the Resolution Plan, in Chapter XI Clause 4 at page no.600 of the application IA No.243/2023, it has been provided that:

IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ (viii) In case if the Resolution Professional is of opinion that the corporate debtor has been subjected to any Preferential, Undervalued, Extortionate & Fraudulent transactions under section 43, 45, 50 & 66 respectively or establishes the same from the report of the transaction auditor appointed by him during the CIRP period, the resolution professional shall make a transaction application with the Adjudicating Authority for appropriate relief. If there are, any recovery/ realization amount is made from the said transactions (Preferential, Undervalued, Extortionate & Fraudulent transactions), the said recovery /realization amount would not belong to the corporate debtor but to the financial creditors of the corporate debtor. The recovery/realization amount would be allocated to the creditors of the corporate debtor in the same proportion as the funds allocated to the creditors in the resolution plan. Further it is clarified that for pursuing the applications filed with Hon'ble NCLT in relation to the above sections and any amount recovered will be only for the benefit of the financial creditors. The cost of the litigation during the period post approval of resolution plan, shall be borne by stakeholders and after approval of the Resolution Plan, Bank of Baroda, being lead member of the consortium of secured financial creditors, shall pursue the litigation. Applications U/s 43 & 66 of the I&B Code, 2016 for avoidable transactions have been filed separately vide IA No.396/2022 and IA No.395/2022 respectively, and are pending. In view of the above, we order that the Bank of Baroda with largest voting share in CoC and also being lead banker in consortium of the financial creditors, would pursue the PUFE applications as proposed by SRA as above.

IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ

Waivers, Reliefs and Exemptions

25. The SRA has sought/prayed for the reliefs, waivers and concessions as enumerated under the Resolution Plan approved by the CoC, that from the plan approval date all inquiries, investigation and proceedings, whether civil or criminal, suits, claims, disputes, interests and damages in connection with the Corporate Debtor or the affairs of the Corporate Debtor, pending or threatened, present or future in relation to any period prior to the plan approval date, or arising on account of implementation of this Resolution Plan, shall stand withdrawn, satisfied and discharged. From the date of approval of the ‘Resolution Plan’, the Resolution Applicant shall be legally authorized to seek appropriate orders from respective authorities/courts/tribunals for renewal of licenses/withdrawal/dismissal or abetment of the proceedings as the case may be. SRA has also filed an affidavit vide diary no.2005 dated 31.07.2023, wherein SRA has given the following undertaking :-

I state that the waivers and exemptions being sought by the Successful Resolution Applicant in the Resolution Plan submitted in the matter of the IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ

Corporate Debtor are in nature of prayers before this Hon’ble Adjudicating Authority and is not a condition precedent for the purpose of implementation of the resolution plan. It is most humbly prayed that this Hon’ble Adjudicating Authority may consider granting some waivers and exemptions which shall be beneficial in the revival/ resolution & survival post revival of the Corporate Debtor, however, it is clarified that the resolution plan shall be implemented b y the Successful Resolution Applicant as per the terms stipulated in the Resolution Plan from the date of approval by this Hon’ble Adjudicating Authority irrespective of the decision taken by this Hon’ble Adjudicating Authority with respect to the waivers and exemptions being sought. Analysis & Findings 26. On hearing the submissions made by the Ld. Counsel for the Resolution Professional and perusing the record, we find that the Resolution Plan has been approved by the CoC with 100% of the members voting in favour of the Resolution Plan. As per the CoC, the Plan meets the requirement of being a viable and feasible for revival of the Corporate Debtor. By and large, there are provisions for making the Plan effective after approval by this Bench. 27. On perusal of the documents on record, we are satisfied that the Resolution Plan is in accordance with Sections 30 and 31 of the IBC and also complies with regulations 37, 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ

28. The reliefs, concessions and waivers sought by the Successful Resolution Applicant will be dealt with strictly in accordance with the applicable laws by the concerned authorities.

29. It may be clarified that litigations wherever pending against the corporate debtor would be governed by Section 32A of the Code.

30. As far as the question of granting time to comply with the statutory obligations/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.

31. In case of non-compliance with this order or withdrawal of the Resolution Plan within the stipulated time, in addition to other consequences which may follow under law, the CoC shall forfeit the Performance Bank Guarantee of Rs.5,00,00,000/-.

Orders

32. This is also noted that an objection application was also filed by the Ex-Management vide IA No.434/2023 raising objection against approval of the Resolution Plan in the face of the order dated 21.11.2013 passed by the Hon’ble Supreme Court in Contempt Petition No. 412 of 2012 in CA No. 9813 of 2011 titled IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ as SEBI vs Sahara India Real Estate Corporation Ltd as well as the order dated 27th August, 2021 passed by this Tribunal. The said IA No. 434 of 2023 has already been dealt with by us separately and same has been dismissed except to the extent of directing the RP/COC to move an application before the Hon’ble Supreme Court for seeking clarification in the context of order dated 21.11.2013 passed by the Hon’ble Supreme Court and order dated 27.08.2021 passed by this Tribunal before commencing implementation of plan. The approval of the plan already ordered by us in the present I.A No. 243/2023 is subject to seeking the clarification from the Hon’ble Supreme Court on the aforesaid terms.

33. Subject to the observations made in this Order, the Resolution Plan of Rs.140.19 Cr. [containing the mandatory contents of Resolution Plan in terms of Regulation 38(1)], is hereby approved as per Section 31(1), after satisfying ourselves that the resolution plan as approved by the COC under sub-section (4) of Section 30 on 21.04.2023 meets the requirements as referred to in sub section (2) of Section 30.

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34. The reliefs, concessions and waivers sought/prayed by the Successful Resolution Applicant will be dealt with strictly in accordance with the applicable laws including Companies Act, 2013 and Income Tax Act, 1961, etc.

35. The Moratorium imposed under section 14 of the Code shall cease to have effect from the date of this order.

36. The Resolution Professional shall submit the records collected during the commencement of the proceedings to the Insolvency & Bankruptcy Board of India for their record.

37. The Monitoring Committee as proposed in the resolution plan is appointed as under: Name(s) of the proposed Brief description of the member(s) of Proposed member(s) of the I & implementation and M committee monitoring committee 1. Vivek Raheja. Resolution Professional 2. Two representatives Representatives of CoC nominated by lead Bank i.e. Bank of Baroda. Representatives of Successful Resolution Applicant 3. Mr. Pankaj Rastogi and; Mr. Naveen Kumar Gupta.

38. The above Monitoring Committee shall ensure timely & successful implementation of Resolution Plan approved by this order. IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ

39. The CIRP cost as per the payment plan given in Para 21 is Rs. 5 Crore which shall be paid within 90 days of the Approval of the Resolution Plan. The said payment towards CIRP cost is modified to the extent that the CIRP cost would be payable as Rs.5 Crore or as per actual whichever is more. 40. The Resolution Plan as above is approved except to the extent of directing the RP/COC to move an application before the Hon’ble Supreme Court for seeking clarification in the context of order dated 21.11.2013 passed by the Hon’ble Supreme Court and order dated 27.08.2021 passed by this Tribunal before commencing implementation of plan. The approval of the plan already ordered by us in the present I.A No. 243/2023 is subject to seeking the clarification from the Hon’ble Supreme Court in the aforesaid terms. 41. IA No.243/2023 shall stand disposed of accordingly. 42. A copy of this Order shall be filed by the Resolution Professional with the Registrar of Companies. 43. The Resolution Professional shall stand discharged from his duties with effect from the date of this Order, save and except those duties that are enjoined upon him for implementation of the approved Resolution Plan.

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44. The Resolution Professional is further directed to hand over all records, premises/ factories/documents available with it to the Resolution Applicant to finalize the further line of action required for starting of the operation. The Resolution Applicant shall have access to all the records and premises through the Resolution Professional to finalize the further course of action required for starting of operations of the Corporate Debtor.

45. The Registry is directed to send copies of the order forthwith to all the parties and their Ld. Counsel for information and for taking necessary steps.

46. The registry is further directed to send the copy of the order to the IBBI also for their record.

47. Certified copy of this order may be issued, if applied for, upon compliance of all requisite formalities.

48. File be consigned to the record.

(Ashish Verma) (Praveen Gupta) Member (Technical) Member (Judicial) Dated: 24.11.2023 Typed by: Kavya Prakash Srivastava (Stenographer) IA No.243/2023 IN CP (IB) No.342/ALD/2018 ALLAHABAD BENCH, PRAYAGRAJ