Approval of Resolution Plan - Basu & Co Road Contractors Private Limited

In the matter of: Application under section 30(6) for the approval of Resolution Plan under section 31 (1) of the Insolvency and Bankruptcy Code, 2016.

And In the matter of: Modtech Tradecom Private Limited [CIN U51909WB2012PTC173469] …Operational Creditor Versus Basu & Co. Road Contractors Private Limited [CIN U45201DL2001PTC111274] …Corporate Debtor And In the matter of: Arun Kumar Gupta [Resolution Professional of Basu & Co. Road Contractors Private Limited] … Applicant Coram: Shri Rohit Kapoor : Member (Judicial) Shri Harish Chander Suri : Member (Technical)

Appearances (via video conference/physical hearing): For the Applicant/RP: 1. Mr. Rishav Banerjee, Advocate. 2. Mr. Rahul Auddy, Advocate.

For Successful Resolution Applicant 1. Mr. Joy Saha, Sr. Advocate. 2. Mr. Souvik Mazumdar, Advocate. 3. Ms. Pooja Mahajan, Advocate. 4. Ms. Mahima Singh, Advocate.

For CoC: 1. Mr. Ratnanko Banerjee, Sr. Advocate.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

Order reserved on: 06.04.2022 Order pronounced on: 16.06.2022 ORDER Per: Harish Chander Suri, Member (Technical) 1. This Court convened via hybrid mode. 2. IA (IB) No. 64/KB/2022 is an application under section 30 (6) of the Code after approval of the resolution plan by the Committee of Creditors (“CoC”). 3. This Application was moved on 06 April, 2020 by Mr. Arun Kumar Gupta, Resolution Professional of Basu & Co. Road Contractors Private Limited by invoking the provisions of section 30 (6) of the Insolvency and Bankruptcy Code, 2016 (“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 (“CIRP Regulation”) for approval of a Resolution Plan in respect of Basu & Co. Road Contractors Private Limited. 4. The underlying Company Petition in CP (IB)No.2050/ KB/ 2019 was filed by Modtech Tradecom Private Limited (‘Operational Creditor’) against Basu & Co. Road Contractors Private Limited, (“Corporate Debtor”), under section 9 of the Insolvency and Bankruptcy Code 2016 which was admitted vide order dated 19 February, 2020 in CP (IB)No.2050/ KB/ 2019 and Mr. Ananda Rao Korada, Insolvency Professional having Registration no. IBBI/IPA–002/IP-N00286/2017- 18/10844 was appointed as the Interim Resolution Professional. Subsequently, this Adjudicating Authority vide its order dated 29 December, 2020 appointed Mr. Arun Kumar Gupta having Reg. No.IBBI/IPA-001/IP-P00013/2016-2017/10037 as the Resolution Professional under Section 22(3)(b) of the Code (‘Applicant’). 5. In terms of the Public Announcement, under Regulation 6 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 issued by IRP, Mr. Ananda Rao Korada on the subject matter inviting claims from all creditors of Basu & Co Road Contractors Pvt. Ltd, IRP received 2 claims from the financial creditors and 13 claims from the operational creditors. The said public announcement was published on 22.2.2020 in Financial

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

Express (English) and Aajkal (Bengali) newspapers circulated in West Bengal where the Registered Office of the Corporate Debtor is situated. 6. The RP received further claims and has upon verification issued the list of creditors on 10.3.2021. As per Regulation 13(1), the claims received under Regulation 12(2) upto the 90th day of CIRP commencement has to be verified within 7 days of the receipt of claim which is10.3.2021. As per IBBI Circular no. IBBI/CIRP/36/2020 dated 27.11.2020, the RP filed the list of creditors under clause (ca) of sub-regulation (2) of regulation 13 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 on the IBBI website in the prescribed format after the 97th day of CIRP commencement on 13.3.2021 and circulated the list amongst the claimants/ creditors of the CD as per the list of creditors by an email on 13.3.2021 itself. Upon further verification and new information received by the Resolution Professional, the list of creditors was last updated on 15.7.2021. Presently there are a total of 22 creditors out of which 2 are Financial Creditors and 20 Operational Creditors. 7. The CoC was constituted on with 2 (two) Secured financial, i.e., HDFC Bank Limited and IndusInd Bank Limited, having 96.08% and 3.92% of voting right in CoC, respectively. 8. The Summary of List of Creditors as on 15.7.2021 is: Sl. No. Category of Summary of Claims Summary of Claims Creditor Received Admitted No. of Amount (Rs.) No. of Amount (Rs.) claims claims 1 Secured 1 1 financial 43,04,220.18 43,04,220.18 creditors (other than financial creditors belonging to any class of creditors)- IndusInd Bank

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

2 Unsecured 1 1 financial 12,20,27,611.00 10,54,21,652.00 creditors (other than financial creditors belonging to any class of creditors) – HDFC Bank Ltd. 3 Operational 2 2 creditors 6,22,30,288.00 6,22,30,288.00 (Government Dues) 4 Operational 18 18 creditors 14,39,70,437.57 10,95,60,576.91 (others) Total 22 33,25,32,556.75 22 28,15,16,737.09

9. The applicant states that a total of Eleven CoC meetings have been held during the CIRP Period, as follows: Particulars Date of CoC meeting 1st CoC 19.03.2020 2nd CoC 07.12.2020 3rd CoC 28.01.2021 4th CoC 09.03.2021 5th CoC 17.05.2021 6th CoC 16.06.2021 7th CoC 23.06.2021 8th CoC 20.07.2021 9th CoC 06.09.2021 10th CoC 13.12.2021 11th CoC 21.12.2021

As discussed in the 10th COC meeting held on 13.12.2021, the 11th COC meeting to vote upon the Resolution Plan was scheduled on 21.12.2021.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

10. The Applicant submits that in terms of the provisions 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 Persons) Regulations, 2016, invitations in Form ‘G’ for Expressions of Interest ( “EoI”) from potential resolution applicants were issued. Form ‘G’ was published on 01 February, 2021 for submission of resolution plans for the Corporate Debtor. The last date for receipt of EOIs was 25 March, 2021. This was published newspapers in English (Financial Express) and Bengali (Aajkaal) in West Bengal. The notice was also published on the website of the Insolvency and Bankruptcy Board of India (“IBBI”). 11. The applicant submits that pursuant to the publication of the Form G the RP had received requests from 9 interested parties. The names of all such parties are as follows :- a) Gaurav Enterprises b) Shyamsree Infrastructure Private Limited c) BJD Engineers India Pvt Ltd. d) Buzzbt Business Consultancy Pvt Ltd e) AB Infrastructure f) Prabhatam Group g) Urban Eyes OPC h) ATO Group i) Renaissance Capital 12. RP informed the CoC that out of these EOI requestors only 3 interested parties had finally submitted EOI documents and refundable process participation fees of Rs. 1,00,000/- within the stipulated time which was 28.2.2021. The 3 provisional resolution applicants are :- i. Gaurav Enterprises ii. Shyamsree Infrastructure Private Limited iii. BJD Engineers India Pvt Ltd. 13. Thereafter, as decided in the 4th meeting of the CoC and also as per Form G, the RP had shared the Information Memorandum and COC approved Evaluation Matrix and other process documents for Request for Resolution Plans with all the IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

3 prospective resolution applicants above as per Regulation 36B of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 on 15.3.2021. 14. Further, the RP issued the final list of prospective resolution applicants as per Regulation 36A(12) on 25.3.2021. The Committee noted that all the 3 Resolution applicants were eligible as per the criteria laid down by the CoC and also under Section 29A of the IBC, 2016. The names of the final prospective 3 Resolution applicants are (1) Gaurav Enterprises, (2) Shyamsree Infrastructure Private Limited and (3) BJD Engineers India Private Limited. 15. The RP also received a request from BJD Engineers India Pvt Ltd, a prospective resolution applicant for extension of time to submit resolution plan twice by 15 days each till 30.4.21 and then till 15.5.2021 (both requests approved by COC and ratified in 5th COC meeting held on 17.5.21) and another request to extend the same by another month till 15.6.2021 (not approved by COC). RP also received a request from Gaurav Enterprises, another prospective resolution applicant for extension of time period for submission of resolution plan by 21 days after 15.4.21 (not approved by COC). In terms of CIRP Regulation No.36B(6), the RP may with the approval of the COC extend the timeline for submission of resolution plan. Accordingly the COC had approved on both the occasions the request and decided to extend the timeline for submission of resolution plan finally till 15.5.21. 16. An Expression of Interest was received by the RP from a consortium of Mr N Navaneeth and Sowmiya Constructions, Chennai after the last date for EOI as per Form G published on 1.2.21. The delay in submission of EOI has been condoned by Hon'ble NCLT Kolkata vide an order passed on 5.5.2021 in IA No.482/2021 and that the RP was directed to share the IM and other information with the new resolution applicant within 24 hours (order complied with eligibility also ascertained and no objections received too) and they were required to submit the resolution plan within the last date which is 15.5.2021. Out of the 4 prospective resolution applicants in the final list, the RP received resolution plans from only 3 resolution applicants before the stipulated deadline of 15.5.2021 by 6 p.m., namely:-

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

1) Mr N Navaneeth and Sowmiya Constructions, Chennai 2) Gaurav Enterprises, Kolkata 3) BJD Engineers India Private Limited, New Delhi No resolution plan had been received from Shyamsree Infrastructure Private Limited. 17. After a detailed discussion, the members of the CoC reached an agreement on all its observations with the Resolution Applicant and it was decided that BJD Engineers India Private Limited would submit another revised Resolution Plan document with all the amendments as discussed. The updated resolution plan document would then be submitted to the CoC for voting to approve the resolution plan and the RP would thereafter submit the same to the Hon’ble Adjudicating Authority for its approval. 18. All the 3 Resolution Applicants being Gaurav Enterprises, the consortium of N Navaneeth and Sowmiya Constructions and Shyamsree Infrastructure Pvt Ltd., had requested the RP to return the DD of Rs. 1,00,000 submitted at the time of submission of EOI. The RP had returned the same after approval from COC. 19. BJD Engineers India Private Limited (‘Resolution Applicant’) submitted the final draft of the resolution plan on 9.10.2021 which was circulated to the Financial Creditors for their verifications.

No more amendment was suggested and the same version was voted upon in the 11th COC meeting held on 21.12.2021. 20. The RP has filed an application under Section 43 being IA 401/KB/2021 on 30.3.2021 and another application under Section 66 being IA 441/KB/2021 filed on 12.4.2021 before this Adjudication Authority. Both these applications have been filed based on transactions determined by the RP as avoidable and have been filed within the timelines as specified in the CIRP Regulations. However, As per the Resolution Plan - All pending applications which are filed by RP and pending for adjudication prior to approval of plan by the Adjudicating Authority, including IA 401/2021 and IA 441/2021 for avoidable transactions shall be pursued by HDFC Bank to safeguard the interest of all financial and operational creditors. The RA or the corporate debtor will not pursue these applications. Any benefit which accrue to the corporate debtor subsequent to the adjudication of these applications shall act as pass through and the full benefit shall be distributed to the IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re.

Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 creditors in the same ratio as funds already being distributed now through this resolution plan subject to compliance of Section 30(2)(b) of the Code [ the plan]. 21. An application being IA 407/KB/2021 under section 14(1)(c) and section 74(2) of IBC has been filed by the RP with Hon’ble NCLT for the reversal of the interest amount that was debited by HDFC Bank and for return of the fixed deposits that were encashed after CIRP commencement. Depending on the outcome of the application, the amount proposed for payment to HDFC Bank and its claim admitted may change. Presently the amounts of claim admitted and payment proposed to HDFC Bank includes the value of principal amount of subject fixed deposits, since the encashment of Fixed Deposit (‘FD’) was done after CIRP commenced. Payment proposed to HDFC Bank over a period of 18 months is Rs.3.81 crore. The amount proposed to be paid to HDFC Bank now includes value of FD of Rs.0.99 crores plus further accrued interest on FD will also go to HDFC Bank in IA 407/2021.

22. As per Resolution Plan, if judgment of case number IA 407/2021 is pronounced in favour of HDFC Bank Limited, then the total amount payable to HDFC Bank Limited will reduce accordingly since this FD is already encashed by HDFC Bank and the money is already with the bank. However, as per the Resolution Plan - If judgment of case number IA 407/2021 pronounced in favour of hdfc bank limited then the total amount payable to hdfc bank limited within 60 days will be Rs. 14,42,964.24 and total resolution amount payable to hdfc bank limited will be Rs. 2,81,24,106.48 [page 31 of the plan]. 23. The amount proposed in the Resolution Plan are tabulated below:

(Amount Rs Lacs) Claims Amount Admitted Proposed Financial Creditors (Secured) Indus Ind Bank 43.04 21.16 Unsecured Financial Creditor HDFC Bank Ltd. 1054.21 381.15 Operational Creditors

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

Operational Creditor (Other than Workmen and Employee and Statutory 1095.6 NIL Dues ) Operational Creditor (Workmen & 622.3 NIL Employee and Statutory Dues) Total 2815.16 402.32 CIRP Cost (approx) 94 496.32 Total Project Cost (Approx) 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 Sub-section (2) of section 30 of the Code (as amended vide Amendment dated 16 August 2019): Clauseof Requirement How dealt with in the Plan S.30(2)

(a) Plan must provide for Refer Clause 1 of Chapter 3 (Financial Proposals) payment of CIRP cost in priority to repayment of other debts of CD in the manner Page 29 of Plan document specified by the Board. (b) (i) Plan must provide for refer Clause 3 of Chapter 3 (Financial Proposals) repayment of debts of OCs in such manner as may be specified by the Board which Page 33 of Plan document shall not be less than the amount payable to them in theeventof liquidation u/s 53; or (ii) Plan must provide for repayment of debts of OCs in such manner as may be IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 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, which ever is higher and (iii) Provides for payment of debts of financial creditors who do not vote in favour of the resolution plan, in such manner as may be specified by the Board. (c) Management of the affairs of refer Clause B of Chapter 4 (Resolution Plan) the Corporate Debtor after approval of the Resolution Plan. Page 36, 41-43, 54 of Plan document (d) Implementation and refer Clause B of Chapter 4 (Resolution Plan) Supervision.

Page 55-56 of Plan document

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 (e) Plan does not contravene any of Declaration Provided as Annexure IV the provisions of the law fo rthe time being in force. Page 63 of Plan document (f) Conforms to such other Page 65-70 of Plan document requirements as maybe specified by the Board.

II. Measures required for implementation of the Resolution Plan interms of Regulation 37 of CIRP Regulations: Particulars Relevant Page of the 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: -

Relevant Page of the Particulars Application dealing aforesaid compliance with Regulation (a) transfer of all or part of the assets of Not proposed by the SRA. the corporate debtor to one or more persons; (b) sale of all or part of the assets Not proposed by the SRA whether subject to any security interest or not;

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 (ba) restructuring of the corporate Not proposed by the SRA. debtor, by way of merger, amalgamation and demerger (c) the substantial acquisition of shares Complied – extinguishment of all of the corporate debtor, or the existing shares and issue of new merger or consolidation of the shares to the resolution applicant corporate debtor with one or more Page 35 of Plan document persons;

(ca) cancellation or delisting of any Complied – extinguishment of all shares of the corporate debtor, if existing shares and issue of new applicable; shares to the resolution applicant. The shares of the corporate debtor are not listed. Page 35 of Plan document (d) satisfaction or modification of any Full satisfaction of all claims or security interest; debts of all financial creditors pursuant to the proposals in the resolution plan. Page 30-33 of Plan (e) curing or waiving of any breach of Full satisfaction of all claims or the terms of any debt due from the debts of all creditors pursuant to corporate debtor; the proposals in the resolution plan. Page 30-33 of Plan (f) reduction in the amount payable to Full satisfaction of all claims or the creditors; debts of all creditors pursuant to the proposals in the resolution plan.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

Page 30-33 of Plan (g) extension of a maturity date or a Payment proposal towards debts change in interest rate or other of all financial creditors pursuant terms of a debt due from the to the proposals in the resolution corporate debtor; plan. Page 30-33 of Plan (h) amendment of the constitutional Change of registered office from documents of the corporate debtor; West Bengal to Uttar Pradesh after full payment to FC Page 62 of Plan (i) issuance of securities of the Issue of new shares to the corporate debtor, for cash, resolution applicant property, securities, or in Page 35 of Plan exchange for claims or interests, or other appropriate purpose; (j) change in portfolio of goods or N/A services produced or rendered by the corporate debtor;

(k) change in technology used by N/A the corporate debtor; and (l) Obtaining necessary approvals As mentioned in the resolution from the Central and State plan, as applicable Governments and other authorities.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

III. Mandatory contents of Resolution Plan in terms of Regulation 38 of CIRP Regulations: Reference to Requirement How dealt with in the relevant Plan Regulation 38(1) The amount due to the Yes, refer Clause 3 of Chapter 3 (Financial operational creditors under a Proposals) resolution plan shall be given Page 33 of Plan document priority in payment over financial creditors. 38(1A) A resolution plan shall include a Yes, refer Clause 3 of Chapter 3 (Financial statement as to how it has dealt Proposals) with the interests of all Page 33 of Plan document stakeholders, including financial creditors and operational creditors of the corporate debtor. 38(1B) A resolution plan shall include a The Resolution Applicant declares that neither the statement giving details if the Resolution Applicant nor resolution applicant or any of its any of its Related Parties related parties has failed to have failed to implement or contributed to the implement or contributed to the failure of implementation failure of implementation of any of any other resolution plan approved by the other resolution plan approved Hon’ble Adjudicating by the Adjudicating Authority at Authority at any time in any time in the past. the past. Page 68 of Plan document

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

38(2) A resolution plan shall provide: Yes, refer Clause B of Chapter 4(Resolution (a) the term of the plan and its Plan) implementation schedule; Page 55-56 of Plan document (b)the management and control Yes, refer Clause B of Chapter 4 (Resolution of the business of the corporate Plan) debtor during its term; and Page 36, 41-43, 54 of Plan document (c) Adequate means for Yes, refer Clause B of Chapter 4 (Resolution supervising its Plan) implementation. Page 54 of Plan document 38(3) A resolution plan shall Yes, refer Clause A of Chapter 4 (Resolution demonstrate that– Plan) (a) it addresses the cause of Page 19, 41-56, of Plan default; document (b) it is feasible and viable;

(c) it has provisions for its effective implementation;

(d) it has provisions for approvals required and the timeline for the same; and (e) the Resolution Applicant has the capability to implement the resolution plan.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

IV. Mandatory contents of Resolution Plan in terms of Regulation 39 of CIRP Regulations Reference to Requirement How dealt with in relevant the Plan Regulation 39(1)(a) An affidavit stating RA is eligible Refer Annexure R of under section 29A to submit resolution IA plans; The Resolution Applicant undertakes that 39(1)(c) An undertaking by the prospective every information resolution applicant that every and records information and records provided in provided in connection with or in the resolution connection with or in the plan is true and correct and discovery resolution plan of false information and record at any is true and correct and time will render the applicant ineligible confirms that to continue in the corporate insolvency discovery of resolution process, forfeit any false information refundable deposit, and attract penal and record at action under the Code any time will render the applicant ineligible to continue in the Corporate Insolvency Resolution Process, forfeiture of any refundable deposit, and attraction of penal action under the Code

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

Page 69 of Plan document

25. Applicant submits that the Successful Resolution Applicant has submitted a affidavit of eligibility under Section 29A of the Code, which has been annexed as to the Application. 26. Applicant submits that the RP has submitted the certificate certifying and confirming the eligibility of the SRA under Section 29A of the Code, which has been annexed as to of the Application. 27. The Applicant has filed a compliance certificate in the prescribed form, i.e., Form ‘H’ incompliance with Regulation 39(4) of the CIRP Regulations which has been annexed as to with the Application. Details of Resolution Plan/ Payment Schedule 28. 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. BJD Engineers India Private Limited, under the said Resolution Plan is tabulated as under:

(Amount Rs Lacs) Claims Amount Proposed Admitted Financial Creditors (Secured) Indus Ind Bank 43.04 21.16 Unsecured Financial Creditor HDFC Bank Ltd. 1054.21 381.15 Operational Creditors Operational Creditor (Other than Workmen and Employee and Statutory 1095.6 NIL Dues ) Operational Creditor (Workmen & 622.3 NIL

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

Employee and Statutory Dues) Total 2815.16 402.32 CIRP Cost (approx) 94 496.32 Total Project Cost (Approx)

29. Details on Management/Implementation and Reliefs as per the Resolution Plan – Salient Features On the Effective Date all the existing Directors of the CD shall be deemed to have demitted their office and shall stand removed as the Directors of CD. Existing Directors shall be removed and Directors nominated by RA shall be appointed, within a period of thirty (30) days. The day to day business and management of affairs of the CD shall be carried on by the new board, under the control and supervision of the Monitoring Committee from the effective date. The area of operations of RA is Delhi and NCR, RA may shift registered office of CD to Noida after the completion of term of Management Committee. However the Corporate Debtor will continue to explore opportunities in the State of West Bengal as the Corporate Debtor has a legacy of satisfaction execution of projects, has valuable tie ups with various contractors and also enjoys existing empanelment with the PWD. On the effective date and upon appointment of Monitoring Committee (as provided herein below), the reconstituted Board of Directors shall, from the effective date,discharge their duties as per the provisions of Companies Act, 2013 and also exercise powers, as per the provisions of Companies Act, 2013 only under the control and supervision of the Monitoring Committee. a. The implementation of Resolution Plan will be supervised by a Monitoring Agency comprising the (i) Resolution Professional and/or member appointed by NCLT, (ii) two nominees of the Resolution Applicant, and (iii) one representative of CoC Resolution Professional/member appointed by NCLT, shall be the Chairman of the Monitoring Committee which will independently prepare Quarterly Reports. The Monitoring Agency shall

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 facilitate and supervise the implementation of the Resolution Plan during the its term. b. The Monitoring Agency shall ensure that the handover of the assets, management and control of the CD along with documents and records shall be done as per the schedule as discussed above. c. Upon the approval of the plan by the Hon'ble NCLT, it shall be deemed that the Hon'ble NCLT has approved the constitution of the Monitoring Agency in the manner aforesaid. d. The Resolution Applicant and Financial Creditor reserve the right to change their nominees to the aforesaid Monitoring Agency, if required, for the better and effective management of the assets. e. The Monitoring Committee shall not sign or endorse or file any statutory document after the effective date. f. Fees of monitoring agency will be paid as decided by CoC. g. The Resolution Applicant confirms that it shall be their sole duty to obtain all necessary approvals for the implementation of this Resolution Plan from the Central Government, State Government or any local authority. h. It shall be the duty of the new board, from the effective date, to preserve and protect the assets, maintain books and records and manage the ongoing business of the corporate debtor. i. The control and custody of all assets shall remain with the RA who shall take all steps to keep it adequately insured at all times from the effective date. j. From the effective date, the new Board nominated by the RA shall be responsible for all statutory compliances. k. The financial institutions maintaining accounts of the CD shall act on the instructions of the new board of directors of the CD. l. Actions as listed in Section 28(1) of the Code shall be undertaken with prior approval of the Financial Creditors in the monitoring committee.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

30. Reliefs and Concessions (Chapter XII of Resolution Plan) Sl.No. Relief and/or Concessions Sought Orders Thereon a. Any claim, whether claimed, unclaimed, Granted in terms crystallized or not crystallized, matured or un of the matured, contingent or payable in future, Ghanashyam under any category, not filed during CIRP Mishra and Sons period or filed but not admitted by RP shall Pvt Ltd v be extinguished upon approval of this Edelweiss Asset Resolution plan by Hon'ble NCLT. The Reconstruction Resolution Applicant or the Corporate Company Debtor shall have no liability towards such a Ltd,1wherein the claim; Hon'ble Supreme Court has held in para 95(i) that once a resolution plan is duly approved by the Adjudicating Authority under sub-section (1) of section 31, the claims as provided in the resolution plan shall stand frozen and will be binding on the Corporate Debtor and its employees,

1 2021 SCC OnLine SC 313 decided on 13.04.2021.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 members, creditors, including the Central Govt, any State Govt or any local authority, guarantors and other stakeholders. On the date of approval of resolution plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan. The Hon'ble

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

Supreme Court also held that all the dues including the statutory dues owed to the Central Govt, any State Govt or any local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the Adjudicating Authority grants its approval under section 31 could be continued. b. The CD may be allowed to reorganize its Granted, subject Share Capital as may be deemed necessary to the law and by the Resolution Applicant and be applicable exempted from taking necessary approvals Regulations. from the statutory authorities for the IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 effective implementation of the Resolution Plan; c. The CD shall be permitted to waive off any Granted in terms direct, indirect and other tax liabilities that of the may arise on account of writing off any of Ghanashyam the credit balances relating to Shareholders, Mishra and Sons Financial creditors, Operational Creditors, Pvt Ltd v Other Creditors and any other liabilities Edelweiss Asset pursuant to the implementation of the Reconstruction Resolution Plan; Company Ltd,2wherein the Hon'ble Supreme Court has held in para 95(i) that once a resolution plan is duly approved by the Adjudicating Authority under sub-section (1) of section 31, the claims as provided in the resolution plan shall stand frozen and will be binding on the Corporate Debtor and its employees, members, creditors,

2 2021 SCC OnLine SC 313 decided on 13.04.2021.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 including the Central Govt, any State Govt or any local authority, guarantors and other stakeholders. On the date of approval of resolution plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan. The Hon'ble Supreme Court also held that all the dues including the statutory dues owed to the Central Govt, any State Govt or any

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the Adjudicating Authority grants its approval under section 31 could be continued. d. CD shall be granted exemption/ waivers Granted, subject to from all statutory liabilities [including the law and income tax and Minimum Alternate Tax applicable (MAT) liability and consequences, including Regulations. interest, fine, penalty, etc., due and payable or accrued but not due, by the CD for the period up to the Effective Date; e. The CD shall be permitted the availment of Granted, subject to any un-availed benefits such as unabsorbed the law and depreciation, unabsorbed loss, input credit, applicable tax credit, tax refund etc. relating to the Regulations. Corporate Debtor lapsed during the last five assessment years for a further period of eight assessment years subsequently from the assessment year in which the Resolution Plan is approved by the Hon’ble Adjudicating

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

Authority; f. For the purposes of the transactions Granted, subject to Identified in this Resolution Plan, in the law and connection with the proposed change in the applicable shareholding of the Corporate Debtor, RA Regulations. shall be granted waivers in connection with (i) obtaining relevant transfer permissions; (ii) payment of transfer charges (including any unearned Increase amount) in connection with the transactions contemplated in this Plan; (iii) outstanding charges; and (iv) fees or charges towards revalidation or renewal of any permissions/approvals that may be required due to the coming into effect of the present Resolution Plan; g. Concessions to the Corporate Debtor that, on Granted and from the Plan Effective Date, NHAI and PWD shall not blacklist the CD for its previous failure to timely complete the awarded contract; h. Each of the landlords/ lesser/ owners of the Granted assets where the CD conducts its business shall provide unrestricted access to the RA and shall handover all the assets of the CD located at such premises; i. All domain names, servers, application Granted software etc. being currently used by the CD to the extent not owned by it, shall continue to be available for its use for a period of 6 months from the orders passed by the Hon'ble NCLT approving the present

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

Resolution Plan; j. The Stamp Duty / Registration Fee/ any Granted, subject other Tax/ levies/ demand arising on account to the law and of restructuring of the share capital and applicable resultant change in the shareholding of the Regulations. CD in terms of the provisions of this Resolution Plan shall be treated as exempted/ waived/ settled and extinguished and no demand on the CD or the RA will be raised by any government department/ authority; k. Upon approval of the Resolution Plan by the Granted. NCLT, all taxes, cess, levies, and interest/ penalties thereon which are due or payable for the period upto the Effective Date as well as taxes/ interest/ penalties/ fines/ prosecutions for non-compliances, breaches and defaults of CD for the period prior to the Effective Date (including but not limited to those relating to tax authorities including Property Tax, Sales Tax (including but not limited to dues under Demand of Sales Tax, GST, VAT, Income Tax, Service Tax and any other tax or duty or cess as applicable to the CD or due to the acquisition of control of the CD by the RA, PF, ESI), shall be deemed to be waived by the concerned Governmental Authorities from all proceedings and penalties under all Applicable Laws for any non-compliance for the period prior to the Effective Date and no interest/penal implications shall arise due to such

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 noncompliance /default /breach in relation to any period prior to the Effective Date shall cease and the Corporate Debtor shall be considered to have never committed any of the above mentioned non-compliance/ default/ breach. This includes, without limitation, waiver/extinguishment of any penalties / interests/ charges by whatsoever names called arising out of or related to actions/ omissions committed prior to the Effective Date in relation to any period upto the Effective Date; l. The CD shall be permitted to waive off any Granted in terms of the past liabilities, (known, unknown, accrued or Ghanashyam non-accrued irrespective whether claimed or Mishra and Sons unclaimed from any authority) including but Pvt Ltd v Edelweiss Asset not limited to any potential MAT liability, Reconstruction potential liability under Section 56, 50 CA Company and other sections of the Income Tax Act, Ltd,3wherein the interest/penalty etc. which may be levied by Hon'ble Supreme Court has held in any authority upon and in relation to the para 95(i) that implementation of the present Resolution once a resolution Plan; plan is duly approved by the Adjudicating Authority under sub-section (1) of section 31, the claims as provided in the resolution plan shall stand frozen and will be binding on the 3 2021 SCC OnLine SC 313 decided on 13.04.2021.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

Corporate Debtor and its employees, members, creditors, including the Central Govt, any State Govt or any local authority, guarantors and other stakeholders. On the date of approval of resolution plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan. The Hon'ble Supreme Court also held that all the dues including the statutory dues owed to the Central Govt, any State Govt or any local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 respect of such dues for the period prior to the date on which the Adjudicating Authority grants its approval under section 31 could be continued.

m. The CD be permitted to waive off any past Granted in terms of the liabilities irrespective whether claimed or Ghanashyam unclaimed from any authority and including Mishra and Sons Pvt Ltd v any penal charges for past non-compliance of Edelweiss Asset filings, forms other returns and statements Reconstruction Company etc. relating thereto. The liability arising on Ltd,4wherein the account of failure of filing returns/forms or Hon'ble Supreme Court has held in complying with necessary provisions of law para 95(i) that for period prior to effective date shall be once a resolution plan is duly waived off and the Resolution Applicant approved by the under no circumstances will be liable Adjudicating Authority under towards any such liability for non sub-section (1) of compliance of any laws prior to the effective section 31, the claims as provided date.; in the resolution plan shall stand frozen and will be binding on the Corporate Debtor and its employees, members, creditors, including the Central Govt, any State Govt or any local authority, guarantors and 4 2021 SCC OnLine SC 313 decided on 13.04.2021.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 other stakeholders. On the date of approval of resolution plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan. The Hon'ble Supreme Court also held that all the dues including the statutory dues owed to the Central Govt, any State Govt or any local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the Adjudicating Authority grants its approval under section 31 could be continued.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 n. The CD be allowed to waive of any penal Granted in terms of the charges for past non-compliances of Ghanashyam filing/secretarial obligations by passing Mishra and Sons Pvt Ltd v appropriate directions to the Ministry of Edelweiss Asset Corporate Affairs, Government of India, Reconstruction Company Provident Fund Authority, Service Tax Ltd,5wherein the Authorities and GST Authorities etc. to the Hon'ble Supreme Court has held in extent any secretarial filings, corporate para 95(i) that actions and/or any other actions filings, once a resolution plan is duly intimations, tax returns etc are required to be approved by the made in connection with any period prior to Adjudicating Authority under the approval of the resolution plan by the sub-section (1) of Hon'ble NCLT, the newly constituted board section 31, the claims as provided of directors shall be deemed to be fully in the resolution authorized to act on behalf of the Company plan shall stand frozen and will be and to undertake all such actions to comply binding on the with all the provisions of all laws, to the Corporate Debtor and its employees, extent possible and provided sufficient members, information is available, without imposing creditors, including the any fine or penalty or interest (by whatever Central Govt, any name called) for such delayed filing and State Govt or any local authority, treating the said filing, intimation or returns guarantors and (by whatever name called) to be made after other stakeholders. On the date of effective date as if they have been filed on approval of time and in compliance with all laws, as resolution plan by the Adjudicating if within the respective due dates which had Authority, all such occurred in the past. Also the company will claims, which are not a part of not be denied, after the filing of such resolution plan, documents or returns or intimations, any shall stand extinguished and benefit which would have accrued to it had no person will be 5 2021 SCC OnLine SC 313 decided on 13.04.2021.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 the said filing been completed by the entitled to initiate or continue any previous management within those proceedings in respective due dates in the past. ; respect to a claim, which is not part of the resolution plan. The Hon'ble Supreme Court also held that all the dues including the statutory dues owed to the Central Govt, any State Govt or any local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the Adjudicating Authority grants its approval under section 31 could be continued. o. The CD be permitted such waivers of all Granted in terms of the liabilities arising from Operational Creditors, Ghanashyam other Creditors, Statutory Dues, Litigation Mishra and Sons Pvt Ltd v other liabilities, Municipal due, Gram Edelweiss Asset Panchayat or loan body dues-whether Reconstruction Company claimed or unclaimed, specified or Ltd,6wherein the unspecified, accrued or non-accrued which Hon'ble Supreme Court has held in do not form part of the Resolution Plan; para 95(i) that once a resolution plan is duly approved by the 6 2021 SCC OnLine SC 313 decided on 13.04.2021.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

Adjudicating Authority under sub-section (1) of section 31, the claims as provided in the resolution plan shall stand frozen and will be binding on the Corporate Debtor and its employees, members, creditors, including the Central Govt, any State Govt or any local authority, guarantors and other stakeholders. On the date of approval of resolution plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan. The Hon'ble Supreme Court also held that all the dues including the statutory dues owed to the Central Govt, any State Govt or any local authority, if not part of the resolution plan,

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the Adjudicating Authority grants its approval under section 31 could be continued. p. Any right of subrogation, reimbursement, Granted recompense or any other right of similar nature under any Corporate Guarantee, Letter of Comfort or similar guarantees or other instruments of debt or any obligation provided by any promoter, affiliate or related party of the CD, shall stand extinguished and will not be enforceable against the CD. Notwithstanding the approval of the Resolution Plan by the concerned NCLT, the right of the Financial Creditors as against the Corporate/ Personal Guarantors will continue and the Financial Creditors reserve their right to proceed against the Guarantors in accordance with applicable law; q. From the Effective Date, all inquiries, Granted in terms of the investigations and proceedings, whether civil Ghanashyam or criminal, suits, claims, disputes, Mishra and Sons Pvt Ltd v proceedings in connection with CD or affairs Edelweiss Asset of CD, pending or threatened, present or Reconstruction Company future in relation to any period prior to the Ltd,7wherein the Hon'ble Supreme 7 2021 SCC OnLine SC 313 decided on 13.04.2021.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

Effective Date, or arising on account of Court has held in para 95(i) that implementation of this Resolution Plan shall once a resolution stand withdrawn and dismissed and all plan is duly approved by the liabilities and obligations therefore upon Adjudicating approval of this Resolution Plan, all new Authority under sub-section (1) of inquiries, investigations, notices, suits, section 31, the claims, disputes, litigations, arbitrations or claims as provided in the resolution other judicial, regulatory or administrative plan shall stand proceedings will be deemed to be barred and frozen and will be binding on the will not be continued, initiated or admitted Corporate Debtor against CD and/ or its new management in and its employees, members, relation to any period prior to the Effective creditors, Date; including the Central Govt, any State Govt or any local authority, guarantors and other stakeholders. On the date of approval of resolution plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan. The Hon'ble Supreme Court also held that all the dues including the statutory dues owed to the IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

Central Govt, any State Govt or any local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the Adjudicating Authority grants its approval under section 31 could be continued. r. All relevant Governmental Authorities, Granted, subject to including the ROC and Revenue Authority, the law and shall grant relief from payment of stamp applicable duty, registration charges and applicable fees Regulations. for (1) successful implementation of the Plan (including transactions contemplated herein, for increase in authorised share capital, any capital reduction, issuance or transfer of shares or debentures, provision of loan and related security Interest, release of security Interest, Equity Shares and the Post Closing Transfers, as contemplated in this plan); (a) all documents that may be executed by the Resolution Applicant and Corporate Debtor in respect of the transactions contemplated under the Plan (including under Restructuring Agreement and Allotment T&Cs); (b) change in shareholding of Corporate Debtor;

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 s. The CD shall be granted approvals, including Granted, subject but not limited to approval from Gram to the law and Panchayat, statutory permissions, other applicable facilities, etc., granted to the Corporate Regulations. Debtor whether in its name or in the name of its Directors and same shall continue to be valid and shall be transferred in toto to the Resolution Applicant or the Representatives of the Resolution Applicant as may be deemed necessary. The Resolution Applicant seeks express waiver of any fees, duties, taxes, penalties or other levies for transfer of the said licenses, leases, approvals, statutory permissions, other facilities, etc. to the RA or its Directors / Representatives; t. Local Municipal Corporation, local water Granted in terms of the Ghanashyam and electricity supply agency / department to Mishra and Sons Pvt waive off all demands, penalties, taxes, dues, Ltd v Edelweiss Asset Reconstruction charges, levies, and cess for any period prior Company to the Plan Effective Date and neither the CD Ltd,8wherein the Hon'ble Supreme nor the Resolution Applicant shall be liable Court has held in for the above under Applicable Laws for the para 95(i) that once a resolution plan is period prior to the an Effective Date and the duly approved by the Hon’ble Adjudicating Authority shall pass an Adjudicating Authority under sub-order to that effect; section (1) of section 31, the claims as provided in the resolution plan shall stand frozen and will be binding on the Corporate Debtor and its employees, members, creditors, 8 2021 SCC OnLine SC 313 decided on 13.04.2021.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 including the Central Govt, any State Govt or any local authority, guarantors and other stakeholders. On the date of approval of resolution plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan. The Hon'ble Supreme Court also held that all the dues including the statutory dues owed to the Central Govt, any State Govt or any local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the Adjudicating Authority grants its approval under section 31 could be continued.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 u. The Collector of Stamps, Revenue Granted, subject to Department of concerned State Government the law and and the Ministry of Corporate Affairs to applicable exempt the Resolution Applicant and the Regulations. Corporate Debtor, from the levy of stamp duty and fees applicable in relation to this Resolution Plan and its implementation, Including any stamp duty applicable on and the issue of shares or NCDs by the Corporate Debtor; v. Hon’ble Adjudication Authority may kindly Granted, subject to give appropriate directions that after the bid the law and is successful, no capital asset or any movable applicable material shall go outside the premises Regulations. without the prior approval of the Resolution Applicant; w. All existing bank accounts will be deemed to Granted be closed from effective date and all instruments already issued or contracts already signed by the CD which are found to be adversarial to the interest of the CD or give rise to any claim against the CD in future will be deemed to have been cancelled, without any further act, from effective date. x. The Financial Creditors or Reserve Bank of Granted India to issue No dues certificate, satisfy all existing charge created on MCA/ CERSAI, handover all ownership documents of assets of the CD, remove all lien on all assets of the CD and confirm that, on and from the Plan

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

Effective Date, all accounts of the Corporate Debtor shall stand regularised and their asset classification shall be "Standard" for the purposes of all Applicable Laws. The uninvoked guarantees will be dealt with in the manner specified hereinabove in this resolution plan. y. By way of approval of the present Resolution Granted Plan, all stakeholders of the Corporate Debtor agree and undertake that the consideration paid for the assignment/ extinguishment of their liability, crystallised or otherwise, under this Resolution Plan shall be full and final settlement of their debt with the Corporate Debtor and neither the Corporate Debtor nor the Resolution Applicant shall at any point of time be held liable for the same upon approval of this Plan by the Hon’ble Adjudicating Authority. z. In the event it is determined that any Granted provision of the Resolution Plan is unenforceable and/or in the event any provision of the Resolution Plan becomes invalid for reasons other than by breach by the Resolution Applicant of the terms of the Resolution Plan, the Resolution Applicant reserves the right to apply to the Hon’ble NCLT for appropriate modification of such provisions of the Resolution Plan. If any such application is required to be made before the Hon’ble NCLT before the IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

Implementation Date, then such application shall be made with the prior consent of the CoC.

aa. All existing share certificates issued/ printed Granted by the CD shall be deemed to have been cancelled. bb. Approval of this plan shall be deemed Granted approval for removal of Directors from the record of the Company as appearing on the MCA portal/ website/ income tax web site/ Any Indirect website. Certified copy of the order approving Resolution Plan shall be a direction on such statutory authorities to do the needful. cc. Upon occurrence of any Force Majeure event Granted or an event of “Material Adverse Effect”, which would seriously impact the ability of the Resolution Applicant to implement the Plan in accordance with its term; the Resolution Applicant shall have the right to discuss, agree and propose suitable modifications (including modification to the Financial Proposal) to the approved Resolution Plan with the Committee of Creditors and Hon’ble Adjudicating Authority. dd. All pending applications which are filed by Granted RP and pending for adjudication prior to approval of plan by the Hon’ble Adjudicating Authority, including IA

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

401/2021 and IA 441/2021 for avoidable transactions shall be pursued by HDFC Bank to safeguard the interest of all financial and operational creditors. The RA or the corporate debtor will not pursue these applications either in NCLT or in appeal. Any benefit which accrue to the corporate debtor subsequent to the adjudication of these applications shall act as pass through and the full benefit shall be distributed to the creditors in the same ratio as funds already being distributed now through this resolution plan subject to compliance of Section 30(2)(b) of the Code. ee. The RA be allowed to have a curing time of Granted 3 months, to cure any default in the implementation of the resolution plan, including any default in the payment of the financial obligation as envisaged in the plan. ff. The RA be allowed to shift registered office Granted, subject to of the CD from Kolkota, West Bengal to the law and Noida, Uttar Pradesh at following applicable addressafter full payment to FC and charge Regulations. satisfaction- BS-161, Sector-70 Noida, Gautam Buddh Nagar, Uttar Pradesh, India-201301

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019 gg. The period of CIRP, from 19.2.2020 to the Granted effective date, shall be excluded while calculating the existing validity of empanelment/ eligibility of the corporate debtor, to be eligible to bid for/ be awarded any project/ tender of/ by the State & Central Government /Departments/Companies.

Findings: 31. 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 with 100% voting share. As per the CoC, the 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. 32. 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. 33. 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. 34. 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. 35. Subject to the observations made in this Order, the Resolution Plan in question is hereby approved by this Bench. The Resolution Plan shall form part of this Order. 36. The Resolution Plan is binding on the Corporate Debtor and other stakeholders involved so that revival of the Debtor Company shall come into force with immediate effect.

IN THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH In Re. Resolution Plan of Basu & Co. Road Contractors Private Limited IA (IB) No. 64/KB/2022 In C.P. (IB) No. 2050/KB/2019

37. The Moratorium imposed under section 14 shall cease to have effect from the date of this order. 38. The Resolution Professional shall submit the records collected during the commencement of the proceedings to the Insolvency & Bankruptcy Board of India for the record and also unto the Resolution Applicant or New Promoters. 39. Certified copy of this Order be issued on demand to the concerned parties, upon due compliance. 40. Liberty is hereby granted for moving any Application if required in connection with implementation of this Resolution Plan. 41. A copy of this Order is to be submitted in the Office of the Registrar of Companies, West Bengal. 42. The Resolution Professional shall stand discharged from his duties with effect from the date of this Order. 43. The Resolution Professional is further directed to handover all records, premises/factories/documents to the Resolution Applicant to finalise the further line of action required for starting of the operation. The Resolution Applicant shall have access to all the records/premises/factories/documents through the Resolution Professional to finalise the further line of action required for starting of the operation. 44. IA(IB) No. 64/KB/ 2022 along with C.P. (IB) No. 2050/KB/2019 shall stand disposed of accordingly. 45. The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Ld. Counsel for information and for taking necessary steps. 46. Certified copy of this order may be issued, if applied for, upon compliance of all requisite formalities. 47. File be consigned to the record.

Harish Chander Suri Rohit Kapoor Member (Technical) Member (Judicial) The Order is pronounced on 16 day of June, 2022 SA, LRA