Approval of Resolution Plan - Bansal Alumex Private Limited

IN THE NATIONAL COMPANY LAW TRIBUNAL KOLKATA BENCH KOLKATA IA(IB) 235/KB/2022 in CP(IB) No. 1204/KB/2019 In the matter of An application under Section 30(6) for approval of Resolution Plan under Section 31(1) of the Insolvency and Bankruptcy Code, 2016. And In the matter of Oriental Bank of Commerce …Financial Creditor versus

Bansal Alumex Private Limited …Corporate Debtor And In the matter of Smt. Rachna Jhunjhunwala, [Resolution Professional of Bansal Alumex Private Limited]

Coram: Shri Rohit Kapoor, Member (Judicial) Shri Harish Chander Suri, Member (Technical)

Appearances: 1. Ms Rachna Jhunjhunwala, Resolution Professional Order Reserved on: 10.05.2022 Order pronounced on: 18.05.2022

KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

ORDER Per Rohit Kapoor, Member (Judicial) 1. This Court convened through hybrid mode. 2. IA (IB) No. 235/KB/2022 is an application under section 30(6) and section 31 of the Code after approval of the resolution plan by the Committee of Creditors [hereafter referred to as “CoC”].

3. This Application was moved on 11.03.2022 by Ms. Rachna Jhunjhunwala, Resolution Professional of Bansal Alumex Private Limited (CIN: U27203WB2005PTC102250), by invoking the provisions of Section 30(6) and Section 31 of the Insolvency and Bankruptcy Code, 2016 [ hereinafter referred to as “the Code” or “IBC”] read with regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 [hereinafter referred to as “CIRP Regulations”]for approval of a Resolution Plan in respect of Bansal Alumex Private Limited (hereinafter referred to as “Corporate Debtor” or “CD”).

4. The underlying Company Petition in CP (IB) No. 1204/KB/2019 was filed by Oriental Bank of Commerce against Bansal Alumex Private Limited, the Corporate Debtor, under Section 7 of the Insolvency and Bankruptcy Code 2016 which was admitted vide order dated 25.02.2020 in CP (IB)No. 1400/KB/2019. 5. Initially, the Applicant herein, Ms. Rachna Jhunjhunwala (IBBI Reg. No.IBBI/IPA-001/IP-P00389/2017-2018/10707) was appointed as the Interim Resolution Professional. She was later confirmed as the Resolution Professional of the Corporate Debtor at the first meeting of the Committee of Creditors on 15.06.2020. 6. The IRP made public announcement on 28.02.2020 regarding initiation of Corporate Insolvency Resolution Process [hereinafter referred to as “CIRP”] and called proof of claims from the financial and operational

KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019 creditors, workers and employees of the Company in the specified forms till 09.03.2020. 7. CD is the Corporate Guarantor to Krishna Alex Pvt Ltd a group company. For the defaults of Krishna Alex Pvt Ltd (KAPL) CIRP was initiated against the CD by Oriental Bank of Commerce by filing an application under section 7 of the Code. 8. By an order pronounced on 31st December, 2020, the Adjudicating Authority allowed exclusion of the period of lock down imposed due to Covid 19 in the West Bengal State from 25th March 2020 till 31st December 2020. 9. The CoC of the Corporate Debtor observed that the resolution of CD was possible only if it goes together with another corporate debtor M/S. Krishna Alex Pvt Ltd of the same group. 10. An application for extension & Exclusion of time was filed in 14th May 2021. The said application was finally disposed-of on 25th November, 2021 in which exclusion was granted from the date of filing of the application till pronouncement of order and extension of CIRP period by 90 days. Considering the exclusion & extension granted the CIRP period shall come to an end on 12th March 2022. 11. The Applicant conducted total of 21 CoC meetings have been held during the CIRP period. 12. The Applicant submits that as per the requirements of Section 25(2)(h)of the IBC, 2016 read with regulation 36A(1) of the CIRP Regulations, 2016, invitations in Form ‘G’ for Expression of Interest (EoIs) from potential resolution applicants were issued on 18th September 2020. The publication for EoIs have been issued a number of times including extensions on various such dates such as 10th October 2020 and 11th March 2021. 13. Resolution Plans received in response to form G publications on 18th

KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

September 2020, 10th October 2020 & 11th march 2021 were not found to be satisfactory by the CoC. 14. The Form G Publication was done a fresh on 27th November 2021 & further extension of time on 21st December 2021 and last date for submission of resolution plan was 02nd February 2022. 15. The Applicant/RP submits that till the last date of receipt of resolution plans, six plans were received which were opened in the 17th meeting of the CoC held on 3rd February, 2022 in presence of the respective applicants followed by formal putting up the plans before the CoC for consideration. Out of the six, five resolution applicants were common with that of M/S. Krishna Alex Pvt. Ltd. 16. The CoC had given opportunity to all the resolution applicants to cure the deficiencies and submit a revised final and non-negotiable plan by improving the financial aspect of the plans within 18th February, 2022. 17. COC had advised the RP in the 20th CoC meeting, held on 23.02.2022, to approach the Adjudicating Authority for exclusion of CIRP by 30 days which, as applied for by the RP on the application number of which is I.A. No. 202 of 2022 and Exclusion of 30 days was granted. 18. All the revised Resolution Plans were received by RP and after carrying out necessary due diligence and vetting compliance of the Resolution Plans with applicable provisions of law including IBC and regulations there under, the same were placed before the CoC in its 21st CoC meeting held on 28th February, 2022 for their final consideration. CoC gave their deliberation with regard to Evaluation Matrix and feasibility & viability of each Resolution Plan. 19. All the resolution plans were put to vote and at the request of the members of the COC, online voting was kept opened from 01.03.2022 to 1:00 pm on 8th March, 2022. 20. All the eligible COC members voted and from the voting results sent by KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

Linkstar Infosys Private Limited (e-voting service provider), the resolution plan submitted by M/S. Sterile Extrusions Private Limited got the highest vote of 100% and thereby the resolution plan submitted by the said Resolution Applicant, M/S. Sterile Extrusions Private Limited (hereinafter referred as “SRA”) was considered to have been approved by the COC. 21. Upon receipt of the approval from the CoC, the Applicant/ RP issued Letter of Intent (LoI) to the successful resolution applicant (SRA) on 08.03.2022. A copy of the said letter of intent has been placed on record as ‘Annexure- H’ of the application. 22. The SRA has provided performance security of Rs. 50,00,000/- (Rupees fifty lakhs Only) by way of Bank Guarantee on 10.03.2022. 23. The amount proposed in the Resolution Plan are tabulated below: INR in lakhs Resolution Applicant Proposed Proposal payment Sl. Nature of Claims % of total No Debt Claims Amount Receive claim No of days Admitted Allocated d amount Secured Financial 5745.81 5745.81 1 Creditors 640.00 11.14% (unrelated) Unsecured All Financial Not 2 Nil Nil NA payments Creditors ( applicable within a unrelated) period of 30 Operational days of the Creditors effective (other than Not 3 Nil Nil NA date Workmen applicable and Employees) Operational Not 4 Nil Nil NA Creditors applicable

KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019 (Governme nt dues) Operational Creditors Not 5 (only Nil Nil NA applicable workmen & employees) Unpaid IRP Unpaid IRP cost as on Cost shall be 6 IRPC 60.00 100%* date –INR 31.47 lakhs paid in priority* TOTAL PLAN VALUE 700.00 12.18% *The SRA has provided for INR 60.00 lakhs against reported IRP cost of INR 31.47 lakhs. However actual unpaid IRP cost shall be paid in priority over other stakeholders’ resolution amount. 24. The Applicant submits details of various compliances as envisaged within the Code and the CIRP Regulations which requires a Resolution Plan to adhere to, which is reproduced hereunder: I. Submission of Resolution Plan in terms of Section 30(2) of the Code (asamendedvide Amendment dated 16 August 2019):

Clause Requirement How dealt with in ofS.30( the Resolution Plan 2)

(a) Plan must provide for payment of CIRP cost in Clauses5.5 and prioritytorepaymentofotherdebtsofCDinthemannerspe 6.3.2oftheResolution cifiedby the Board. Plan (b) (i) Plan must provide for repayment of debts of The payment to OCs in such manner as may be specified by Operational the Board which shall not be less than the Creditors have been amount payable to them in the event of dealt in clause 6.3.3. liquidation u/s 53; or The Resolution Plan provides that on (ii) Plan must provide for repayment of debts of approval of the OCs in such manner as may be specified by resolution plan by the Board which shall not be less than amount

KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

Clause Requirement How dealt with in ofS.30( the Resolution Plan 2)

that would have been paid to such creditors, if Adjudicating the amount to be distributed under the Authority, payment resolution plan had been distributed in to operational accordance with the order of priority in sub-creditors as per the Section(1) of Section 53, which ever is higher proposed allocation and will be paid in priority over the (iii) Provides for payment of debts of financial financial creditors creditors who do not vote in favour of the .and also provides resolution plan, in such manner as may be clause 6.3.4 for the specified by the Board. payment of debts of financial creditors, who do not vote in favour of the resolution plan, which shall not be less than the amount to be paid to such creditors in accordance with sub-section (1) of section 53 in the event of a liquidation of the corporate debtor.

(c) Management of the affairs of the Corporate Clause 15 of the Debtor after approval of the Resolution Plan. Resolution Plan (d) Implementation and Supervision of the Clause 15 of the Resolution Plan. Resolution Plan.

(e) Plan does not contravene any of the provisions Clause 19.8 A vi)of of the law for the time being in force. the Resolution Plan (f) Confirms to such other requirements as may Clause 19.8 A vii) of be specified by the Board. the Resolution Plan

KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

II. Measures, as may be necessary, for insolvency resolution, in terms of Regulation 37 of CIRP Regulations:

Particulars Relevant Page of the Revised Resolution Plan dealing aforesaid compliance with Regulation

A resolution plan shall provide for the measures, as may be necessary, for insolvency resolution of the corporate debtor for maximisation of value of its assets, including but not limited to the following: - (a) transfer of all or part of the assets of the Not proposed in the Resolution Plan corporate debtor to one or more persons;

(b) sale of all or part of the assets whether Not proposed in the Resolution Plan subject to any security interest or not;

(c) restructuring of the corporate debtor, by Not proposed in the Resolution Plan way of merger, amalgamation and demerger (d) the substantial acquisition of shares of Not proposed in the Resolution Plan the corporate debtor, or the merger or consolidation of the corporate debtor with one or more persons;

(e) cancellation or delisting of any shares Clause 16 of the Resolution Plan of the corporate debtor, if applicable;

(f) satisfaction or modification of any Clause 16 of the Resolution Plan security interest;

(g) curing or waiving of any breach of the Clause 5.5 of Resolution Plan terms of any debt due from the corporate debtor;

(h) reduction in the amount payable to the Clause 5.5 of Resolution Plan and creditors; Clause 6.3.4 of Resolution Plan

KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

Particulars Relevant Page of the Revised Resolution Plan dealing aforesaid compliance with Regulation (i) extension of a maturity date or a change Not proposed in the Resolution Plan in interest rate or other terms of a debt due from the corporate debtor;

(j) amendment of the constitutional Not proposed in the Resolution Plan, documents of the corporate debtor; we shall undertake the same separately (k) issuance of securities of the corporate Not proposed in the Resolution Plan debtor, for cash, property, securities, or in exchange for claims or interests, or other appropriate purpose;

(l) change in portfolio of goods or services Not proposed in the Resolution Plan produced or rendered by the corporate debtor;

(m) change in technology used by the No reference in Resolution Plan corporate debtor; and (n) Obtaining necessary approvals from the Not proposed in the Resolution Plan Central and State Governments and other authorities. III. Mandatory contents of Resolution Plan in terms of Regulation 38 of CIRP Regulations:

Reference to Requirement How dealt with in the Plan relevant Regulation

38(1) The amount payable under a The payment to Operational resolution plan - Creditors have been dealt in clause 6.3.3. The Resolution (a) to the operational creditors shall Plan provides that on approval be paid in priority over financial of the resolution plan by creditors; and Adjudicating Authority, payment to operational

KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

Reference to Requirement How dealt with in the Plan relevant Regulation (b) to the financial creditors, who creditors as per the proposed have a right to vote under sub-allocation will be paid in section (2) of section 21 and did not priority over the financial vote in favour of the resolution plan, creditors .and also provides shall be paid in priority over clause 6.3.4 for the payment of financial creditors who voted in debts of financial creditors, favour of the plan. who do not vote in favour of the resolution plan, which shall not be less than the amount to be paid to such creditors in accordance with sub-section (1) of section 53 in the event of a liquidation of the corporate debtor.

38(1A A resolution plan shall include a ) statement as to how it has dealt with the interests of all stakeholders, Clause 5.6 of the Resolution including financial creditors and Plan operational creditors of the corporate debtor.

38(1B) Aresolutionplanshallincludeastateme Clause 4.6 of Resolution ntgivingdetailsiftheresolutionapplica Plan. ntoranyof its related parties has failed to implement or contributed to the failure of implementation of any other resolution plan approved by the Adjudicating Authority at any time in the past.

38(2) A resolution plan shall provide: (a)the term of the plan and its Clause 18 of Resolution Plan implementation schedule;

(b)the management and control of Clause 15 of the Resolution the business of the corporate debtor Plan. during its term; and KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

Reference to Requirement How dealt with in the Plan relevant Regulation (c) adequate means for Clause 15 of the Resolution supervising its Plan. implementation.

38(3) A resolution plan shall demonstrate Clause 3.2 of the Resolution that– Plan. (a)it addresses the cause of default;

(b)it is feasible and viable; Clause 19.8 c ix)of the Resolution Plan.

(c) it has provisions for Clause 15 of the Resolution its effective implementation; Plan (d)it has provisions for approvals Clause 18.3 of the Resolution required and the timeline for the Plan same; and (e)the Resolution Applicant has the Clause 19.8 c (xii) of the capability to implement there solution Resolution Plan. plan.

25. The Applicant submits that the successful Resolution Applicant has submitted a certificate of eligibility under Section 29A of the Code and the applicant has also submitted 29A compliance certificate to the CoC members, which has been annexed as Annexure-K of the Application. 26. The Applicant has filed a Compliance Certificate in prescribed form, i.e., Form ‘H’ incompliance with regulation 39(4) of the Insolvency & Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, which has been annexed asAnnexure-Lof the Application.

KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

Details of Resolution Plan/ Payment Schedule

27. The Applicant submits the relevant information with regard to the amount claimed, amount admitted and the amount proposed to be paid by the successful resolution applicant, i.e. Sterile Extrusions Private Limited under the said Resolution Plan is tabulated as under: 28. Summary of the financial proposal/payment under the Resolution Plan dated 18.02.2022 of Sterile Extrusions Private Limitedis tabulated hereunder for sake of clarity: INR in lakhs Resolution Applicant Proposed Proposal payment Sl. Nature of Claims % of total No Debt Claims Amount Receive claim No of days Admitted Allocated d amount Secured Financial 5745.81 5745.81 1 Creditors 640.00 11.14% (unrelated) Unsecured Financial Not 2 Nil Nil NA Creditors ( applicable unrelated) Operational All Creditors payments (other than Not within a 3 Nil Nil NA Workmen applicable period of 30 and days of the Employees) effective Operational date Creditors Not 4 Nil Nil NA (Governme applicable nt dues) Operational Creditors Not 5 (only Nil Nil NA applicable workmen & employees) Unpaid IRP Unpaid IRP cost as on 6 IRPC 60.00 100%* Cost shall be date –INR 31.47 lakhs paid in KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019 priority* TOTAL PLAN VALUE 700.00 12.18%

*The SRA has provided for INR 60.00 lakhs against reported IRP cost of INR 31.47 lakhs. However actual unpaid IRP cost shall be paid in priority over other stakeholders’ resolution amount.

29. Resolution Plan defines “Approval Date” or “Date of Approval” as the date on which the Adjudicating Authority approves this Resolution Plan under the provisions of the Code and CIRP Regulations. Details on Management/Implementation and Reliefs as per the Resolution Plan – SalientFeatures I. The Resolution Plan also provides for –

1. Management of Company after resolution in Clause 15;

2. Term of the resolution plan in Clause 18; and 3. Implementation and Supervision of the resolution plan in Clause 15.

II. Reliefs and Concessions, as prayed in clause 10 of the Resolution Plan:

Sl.No. Relief and/or Concessions Sought Orders Thereon 1. All Governmental Authorities / Local Granted. Authorities / Electricity Boards / Industrial Board are requested to waive the Non- Compliances of the Corporate Debtor prior to the Effective Date and to provide 12 months’ time after the effective date to complete all the subsequent compliances required, however, all the non-compliances prior to the effective date stands ratified by this order. Further, any security deposit /refundable deposit with any Governmental Authorities / Local Authorities / Electricity

KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

Sl.No. Relief and/or Concessions Sought Orders Thereon Boards / Industrial Board shall be adjusted/ accounted and considered for new connections/ licenses/ permits. 2. It is probable that certain of the Business Granted, the Permits/ Import Licenses/ DGFT applications to be Licenses/Health & Safety License/DIC made as per the law approvals/Factory License etc. of the and applicable Corporate Debtor have lapsed, expired, Regulations. suspended, cancelled, revoked or terminated or the Corporate Debtor has Non- Compliances in relation thereto, accordingly, the Resolution Applicant requests all Governmental Authorities to provide reasonable time period after the Effective Date in order for the Resolution Applicant to assess the status of these Business Permits and ensure that the Corporate Debtor is compliant with the terms of such Business Permits and Applicable Law without initiating any investigations, actions or proceedings in relation to such Non- Compliances and all such non compliances stands ratified by this order. Further, time period with regard to such Business Permits/ Import Licenses/ DGFT Licenses/Health & Safety License/DIC approvals/Factory License etc. should be extended for 1 year 3. As a part of Resolution Plan, the equity Granted, the shares of the company will get applications to be unconditionally reduced. Accordingly, all made as per the law the relevant authorities including but not and applicable restricted to Ministry of Corporate Affairs, Regulations. etc. are requested to give their approvals to the said arrangement, if required. The procedures and application to be done by Resolution Applicant.

KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

Sl.No. Relief and/or Concessions Sought Orders Thereon 4. Waiver of any fee payable to or any Granted. regulatory body towards any past dues or towards fee dues pursuant to any of the steps as contemplated in the Resolution Plan. 5. The Department of Registration and Stamps, Granted. Government of West Bengal and other State level Government/ Department and the Ministry of Corporate Affairs is requested to exempt the Resolution Applicant and the Corporate Debtor from any tax obligation under various taxing statutes, including but not limited to Sections 50B, 50C, 50CA, 56 and 115JB under the Income-tax Act as well as the Central Goods and Services Tax Act, 2017 (as amended from time to time) and the provisions of the Indian Stamp Act, 1899 (as amended from time to time) and other laws relating to payment of stamp duty applicable in any state. The procedures and application to be done by Resolution Applicant. 6. The Resolution Plan envisages an amount Granted in terms of for creditors for their admitted claims for full the Ghanashyam and final settlement of their claims. Any Mishra and Sons Pvt claims by any person (whether admitted or Ltd v Edelweiss Asset not, due or contingent, asserted or Reconstruction unasserted, crystallised or uncrystallised, Company Ltd, known or unknown, secured or unsecured, wherein the Hon'ble disputed or undisputed, present or future) Supreme Court has including government/s (Central and State) held in para 95(i) that dues against the Corporate Debtor accruing once a resolution plan due to the commencement or pendency of is duly approved by insolvency proceedings against the the Adjudicating Corporate Debtor, whether arising under the Authority under terms of subsisting consents, licenses, subsection (1) of approvals, rights, entitlements, benefits and section 31, the claims privileges whether under law, contract, lease as provided in the or license, granted in favour of the Corporate resolution plan shall

KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

Sl.No. Relief and/or Concessions Sought Orders Thereon Debtor or any contractual arrangements stand frozen and will entered into by the Corporate Debtor, shall, be binding on the notwithstanding any provision to the Corporate Debtor and contrary in their terms, stand extinguished its employees, without any recourse. members, creditors, including the Central Govt, any State Govt or any local authority, guarantors and other stakeholders. 7. The Resolution Applicant plead Granted as per point 6 Adjudicating Authority to consider its plea above. for relief from any hardship due to any claims (whether contingent or crystallised, known or unknown) of Governmental Authorities in relation to all Taxes which the Corporate Debtor, all deductions and all withholding Taxes on any payment, as required under Applicable Law and pertaining to the period prior to Insolvency Commencement Date and for which no claim has been admitted. Further, post the order of the Adjudicating Authority, no re-assessment / revision or any other proceedings under the provisions of any of the indirect tax laws should be initiated on the Corporate Debtor in relation to the period prior to acquisition of control by the Resolution Applicant and any consequential demand shall be considered non-existing and as not payable by the Corporate Debtor. Any proceedings which were kept in abeyance in view of insolvency process or otherwise shall not be revived post the order of this Adjudicating AUthority. 8. The Resolution Applicant plead Granted, in the Adjudicating Authority to entitle Corporate interest of KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

Sl.No. Relief and/or Concessions Sought Orders Thereon Debtor to carry forward the unabsorbed implementation of depreciation and accumulated losses, if any the Resolution Plan. and to utilize such amounts to set off future tax obligations. 9. The NCLT order passed shall be binding on Granted, in the all the concerned Government Departments / interest of Authorities. Further, any overdue stamp implementation of duty, property tax, Howrah Municipal the Resolution Plan Corporation dues, West Bengal State Power and keeping the CD Distribution Company Limited clearance, as a Going Concern. income tax dues penalty/ charges etc. with respect to the Corporate Debtor shall be assumed to be settled/ foregone. Further, following approvals shall be provided, application and procedures shall be followed by the resolution applicant: a. 132 / 33 KVA Grid connectivity from nearest Sub-station b. Restoration of Water permission from Water Resource Department c. Coal Linkage for Power Plant from Ministry of Coal d. Boiler Inspector permission e. Electrical Inspector permission f. Factory License g. Health & Safety Licenses h. Labour Licence from the concerned Labour Department i. Valid Pollution Consent from the Pollution Control Board to operate both the units 10. The Resolution Applicant plead Granted, strictly as Adjudicating Authority to consider its plea per the provisions of for relief from all new inquiries, the Code/ investigations, whether civil or otherwise, Regulations and notices, suits, claims, disputes, litigation, interest of the arbitration or other judicial, regulatory or KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

Sl.No. Relief and/or Concessions Sought Orders Thereon administrative proceedings in relation to any Resolution Plan. period prior to the acquisition of control by the Resolution Applicant over the Corporate Debtor. 11. Pursuant to Section 32 A of the Code and Granted as per approval of the plan, Provisions of the a) notwithstanding anything to the contrary Code. contained in this Code or any other law for the time being in force, the liability of a corporate debtor for an offence committed prior to the commencement of the corporate insolvency resolution process shall cease, and the corporate debtor shall not be prosecuted for such an offence from the date the resolution plan has been approved by the Adjudicating Authority under section 31 b) No action shall be taken against the property of the corporate debtor in relation to an offence committed prior to the commencement of the corporate insolvency resolution process of the corporate debtor, where such property is covered under a resolution plan approved by the Adjudicating Authority under section 31. 12. There are advances/ MAT Creditsand Granted. deposits with different authorities/entities amounting to INR 3.31 lakhs. Accordingly, the said deposits/credits shall continue to be valid even after approval of Resolution Plan and the corresponding Deposits if any shall be part of the Corporate Debtor. 13. The Central Board of Direct Taxes (CBDT) Granted. or any other relevant Governmental Authority to exempt the Resolution Applicant individually and the Company

KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

Sl.No. Relief and/or Concessions Sought Orders Thereon from the applicability of and payment of all Taxes under the Income Tax Act, 1961 (including Section 115JB), including any liability under the Self Assessment Tax or Minimum Alternate Tax which may arise on account of the transactions envisaged under this Resolution Plan either on the Applicant, the Acquiring Entity or the Company or any other Person who is likely to be impacted due to implementation of the Resolution Plan, and the Adjudicating Authority shall pass an order to that effect. 14. All Governmental Authorities to waive the Granted, in the Non-Compliances of the Company prior to interest of the Effective Date, including but not limited implementation of to Companies Act, 2013, the Industrial the Resolution Plan. Disputes Act, 1947, the Labour Laws, Income tax Act 1961, RERA West Bengal, VAT, Service Tax Act, GST and the relevant shops and establishment acts and rules, circulars and regulations of each of the above legislations. 15. All encumbrances on land or any other Granted subject to property of corporate debtor attached by any successful of the stakeholders whether implementation of financial/statutory/other known-unknown the resolution plan. shall stand discharged with order of the adjudicating authority. 16. In relation to any alleged transfer of any Granted, in the economic interest or other beneficial interest interest of by the corporate debtor to any party in the implementation of past pertaining to the land parcels where the the Resolution Plan. title and ownership is still lying with the corporate debtor, the Resolution Applicant shall have a right to terminate/ cancel such arrangement without any liability (monetary or otherwise) on the Corporate Debtor/

KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

Sl.No. Relief and/or Concessions Sought Orders Thereon Resolution Applicant. Also, any agreement, MOU, transfer of rights or contract that hampers the assets/rights of CD shall be considered void if the same has not been registered/ presented before the concerned authority up to the Effective Date. 17. The acquisition of the Corporate Debtor Granted subject to shall be subject to the Resolution Applicant successful getting title of land owned by the Corporate implementation of Debtor and Title of such properties (whether the resolution plan. or not movable) that are attached to such immovable properties or and title of such movable properties lying on such immovable properties. 18. The Adjudicating Authority may direct the Granted, the statutory authorities, as applicable, to grant applications to be renewal of respective licenses, approvals and made as per the law permissions, subject to compliance of the and applicable procedural and other requirements under Regulations. applicable governing Law, Statute, Rules and/or Regulations, etc., for time being in force. 19. Any interest or penalty payable during the Granted. CIRP period should be waived off under any law for the time being in force. For any default in making payment as specified in this plan, a cure period of 30 days would be provided to cure the default/delayed payment.

30. On hearing the submissions made by the Learned Counsel for the Resolution Professional, and perusing the records, we find that the KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

Resolution Plan, submitted by Sterile Extrusions Private Limited, has been approved with 100% majority by the CoC, as against the minimum threshold of approval by 66% majority of the CoC.As per the CoC, the Resolution Plan meets the requirement of being viable and feasible for 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. There is no opposition from any quarter as regards the Resolution Plan. 31. On perusal of the documents on record, we are also satisfied that the Resolution Plan is in accordance with Sections 30 and 31 of the IBC and also complies with Regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. No circumstances exist that militate against grant of approval of the resolution plan. 32. 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. 33. Any relief sought in the Resolution Plan, where any contract, agreement, understanding, proceeding, action, notice, etc. not specifically identified, or is for a future contingency, is, at this point of time, rejected. 34. Therefore, subject to the observations made in this Order, we hereby accord our approval to the Resolution Plan submitted by Sterile Extrusions Private Limited. The Resolution Plan shall form part of this Order. 35. The Resolution Plan as approved is binding on the Corporate Debtor and other stakeholders involved so that the revival of the Corporate Debtor can come into force with immediate effect. 36. The Moratorium imposed under section 14 shall cease to have effect from the date of this order.

KOLKATA BENCH Oriental Bank of Commerce v. Bansal Alumex Private Limited IA(IB)235 /KB/2022 in CP(IB)No.1204/KB/2019

37. In case of non-compliance of this order or withdrawal of Resolution Plan, the CoC shall forfeit the EMD amount already paid by the Resolution Applicant. 38. The RP shall stand discharged from his duties with effect from the date of this Order. She shall, however, perform his duties in terms of the Resolution Plan as approved by this Adjudicating Authority. 39. The Resolution Applicant shall have access to all the Corporate Debtor’s records, documents, assets and premises with effect from the date of this Order, to finalise the further line of action required for starting the business operations of the Corporate Debtor. 40. Liberty is hereby granted for moving any Application if required in connection with implementation of this Resolution Plan. 41. The Resolution Applicant shall file a copy of this Order with the Registrar of Companies, West Bengal inter alia for updating the status of the Corporate Debtor. 42. The application bearing IA (IB) No. 235/KB/2022 along with the Company Petition CP (IB) No. 1204/KB/2019 are disposed of accordingly. 43. Additionally, the Registry shall send a copy of this order to the Registrar of Companies, West Bengal. 44. Certified copy of this Order be issued on demand to the concerned parties, upon due compliance. 45. File be consigned to the records.

Harish Chander Suri Rohit Kapoor Member (Technical) Member (Judicial) The order is pronounced on 18th May, 2022 GGRB(LRA)/SA(LRA)