Approval of Resolution Plan - Bostin Engineers Private Limited

Date of Pronouncement: 22.05.2025 ORDER Per: Rekha Kantilal Shah, Member (Technical) 1. Heard Learned Counsel of the parties. 2. This Application has been preferred by the Resolution Professional Mrs. Rachna Jhunjhunwala, RP of the Corporate Debtor, Bostin Engineers Private Limited under section 30(6) and 31 of the IBC, 2016, seeking direction for final conformation and approval of Resolution plan submitted by Algoquant Financials LLP on 18.12.2024. 3. The CoC at its 11th CoC meeting convened on 21.11.2024 and adjourned meeting held on 22.11.2024, has approved the Resolution plan submitted by Algoquant Financials LLP on 18.12.2024 by 100% Voting Share and subsequently as Successful Resolution Applicant (“SRA”) and the RP Communicated to the Resolution applicant vide email on 18.12.2024 for submission of Bank guarantee which is unconditionally accepted by Algoquant Financial LLP on 18.12.2024.

A. About the Corporate Debtor The Corporate Debtor Bostin Engineers Private Limited is a business entity which is involved in the business activity of manufacturing

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 designing, engineering, fabrication and supply of Boiler Pressure Parts. The Corporate Debtor provides complete solution to Boiler Industry and Thermal Power Plants. The details of corporate debtor is herein: Name of the Company Bostin Engineers Private Limited CIN U28133WB1990PTC049482 Date of Incorporation 25/07/1990

B. Initiation of Corporate Insolvency Resolution Process 4. Company Petition in CP (IB) No. 198/KB/2023 was filed by the Indian Bank, Financial Creditor against Bostin Engineers Private Limited, Corporate Debtor to initiate Corporate Insolvency Resolution Process (“CIRP”) under section 7 of IBC, 2016 which was admitted vide order dated 01.04.2024.

C. Publication 5. The Applicant made public announcement on 03.04.2024 in Financial Express (English Edition ) and Aajkal (Bengali Edition) newspaper in accordance with section 13(1)(b) read with Regulation 6 of the CIRP Regulation, regarding initiation of Corporate Insolvency Resolution Process and for inviting all the creditors of Bostin Engineers Private Limited to submit their claim to the Applicant. Form G was published on 28.05.2024, again on 29.06.2024 and lastly on 13.07.2024 and the last date of submission of Expression of Interest was 26.08.2024, which was further extended till 31.08.2024. The same was further extended till 15.09.2024.

D. Constitution of CoC 6. The applicant received only one claim from the secured financial creditor. Claims were received from any operational Creditor and KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 employees. The CoC was accordingly constituted on 30.04.2024, with the following creditor as sole member of the CoC.

SN Name of secured financial creditor % Voting Share 1. Indian Bank 100% Total 100%

E. Collation of Claims 7. The total amount claimed and admitted are summarized as under:

F. CIRP and compliances 8. NCLT, Kolkata Bench vide its order dated 26.11.2024 allowed Balaji Niryat Private Limited to submit the EOI and Resolution plan in the matter of Bostin Engineers Private Limited and had asked the RP to consider the same after the Applicant deposit fees and EMD with the RP. The RP had mailed the Applicant to submit the EOI &

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 deposit receipt of Rs 1 Lakh to National Defence Fund along with EMD. It was communicated to the RP that the Applicant Balaji Niryat Private Limited is no longer interested in participating in the process. Balaji Niryat Private Limited neither submitted the EOI nor the Resolution plan within the prescribed timeline.

9. 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 of India (Insolvency Resolution Process for Corporate Persons) Regulation, 2016, invitations in Form G for Expression of Interest (“EOI”) from potential Resolution Applicant was published in leading newspaper for the 1st time on 28.05.2024. The Form G (1st extension) was republished on 29.06.2024 and again the Form G (2nd extension) was republished on 13.07.2024. The Applicant received 6 EOIs and all the EOIs was duly published the provisional list of Prospective Resolution Applicant (“PRAs”) on 22.07.2024 and again on 01.08.2024. The applicant had published the final list of PRAs on 13.07.2024.

10. In compliance with Section 29 of the Code read with Regulation 36 of the CIRP Regulations, the Applicant prepared the Information Memorandum containing the details related to matters listed in Regulation 36(2)(a) to (1) of the CIRP Regulations (“IM”). In accordance with the provisions of Regulation 36(4) of the CIRP Regulations, the IM was shared with the members of the constituted CoC upon procuring an undertaking of confidentiality from the members.

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 11. In the 7th CoC Meeting held on 25.09.2024, two Resolution Plan received from M/s. Mangalkari Asset investment AIF and Algoquant Financial LLP, were unsealed.

12. In 11th CoC Meeting held on 21.11.2024, the Swiss Challenge Mechanism was adopted to negotiate with the Resolution Applicant to improve their bids. However, Mangalkari Asset Investments AIF refused to improve their bid keeping in view the litigation and scattered nature of land. Thereafter, Algoquant financials LLP improved their financial bid and offered Rs 6.85 Crore including CIRP Cost against their initial offering of Rs 4.80 Crore plus CIRP Cost.

13. Further, in the 11th CoC Meeting, the two plan were scored on Evaluation Matrix and it was decided that plan would be kept on E-Voting on 23-11-2024. At the request of CoC, the voting lines was extended till 18-12-2024. On 18-12-2024, the Resolution Plan of the Algoquant Financial LLP was approved with 100% voting share by sole financial creditor.

14. Thereafter, Algoquant Financial LLP submitted unconditionally accepted letter of intent on 18.12.2024 along with performance guarantee of Rs 1.25 Crore by way of adjusting the EMD of Rs 1 Crore and paid balance 25 Lakh vide RTGS dated 21.12.2024 in accordance with regulation 36B(4A) of the CIRP Regulations.

G. Compliance of the approved Resolution Plan with various Provision 15. The Applicant has filed Form -H in accordance with the IBBI (CIRP Regulations, 2016) along with this Application and the same is placed along with the application. Further, it is observed from Form-H that the amount proposed in the plan is much higher than

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 the Liquidation Value of the Corporate Debtor. The fair value and the Liquidation Value as mentioned in Form-H is as hereunder, 1 Fair value 7,52,76,361 2 Liquidation value 5,79,97,005 3 Plan value 6,85,98,021

16. The Applicant has submitted details of various compliances as envisaged within the Code and the CIRP Regulations which a Resolution Plan should adhere to, which is reproduced hereunder:

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KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023

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H. Details of Resolution Plan/Payment schedule 17. Resolution Applicant has proposed financial proposal as per provisions of Insolvency and Bankruptcy Code, reflecting at page 22 of the Supplementary Affidavit having resolution plan, is as under: Claim Amount Nature of creditor Admitted by RP Amount Proposed Financial Creditors Indian Bank 61,02,54,751 5,80,00,000 (secured) Related parties - - Sub Total- A 61,02,54,751 5,80,00,000

Operational Creditors Operational Creditor (Other than Workmen 18,11,461 1,00,000 and Employee and Statutory Dues) Operational Creditor (Statutory Dues) 42,596 -

Operational Creditor (Employee) 2,82,585 2,82,585

Operational Creditor (EPFO) 2,15,436 2,15,436

Sub Total- B 23,52,078 5,98,021

Others CIRP Cost - 1,00,00,000 Sub Total- C - 1,00,00,000

61,26,06,829 685,98,021 Grand Total (A+B+C)

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 18. The payout to stakeholders as per provisions of Insolvency and Bankruptcy Code, reflecting at page 22 of supplementary affidavit of this application is as under:

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023

19. Concerning the CIRP Cost, the SRA at Supplementary Affidavit dated 13.01.2025, has submitted that the Resolution Professional has provided an estimate of Rs 1 Crore. The SRA however, further proposed to make the payment of CIRP cost on actual in compliance of section 30(2)(a) and applicable CIRP regulation. The CIRP Cost will be made in priority over payments to all creditors, as required under section 30(2)(a), within 30 days of the effective date.

I. Our Inference On the conduct of CoC

20. Upon hearing, the submission made by the Learned Counsel appearing on behalf of the Resolution Professional of Corporate Debtor herein and perusing the record and/or documents placed before this Adjudicating Authority, we find that the Resolution

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 Plan submitted on 18.12.2024, submitted by Algoquant Financial LLP (Successful Resolution Applicant), annexed at pages 3, of Supplementary Affidavit as Annexure S1, has been approved by the CoC of the Corporate Debtor by 100% voting share. As per the CoC, the plan meets the requirement of being viable and feasible for the revival of the Corporate Debtor. Preponderantly, all the compliances have been done by the Resolution Applicant for making the plan effective after approval by this Adjudicating Authority.

21. We find that the CoC at its 11th meeting convened on 18.12.2024, has approved the resolution plan submitted by the Algoquant Financial LLP, by 100% voting shares and accordingly the RP Communicated to the Resolution Applicant vide email on 18.12.2024 for submission of Bank Guarantee which is unconditionally accepted by Algoquant Financial LLP on 18.12.2024. Accordingly, Algoquant Financial LLP has been declared as Successful Resolution Applicant (SRA). The pattern of voting of the Resolution plan, is annexed at pages 292-294 to this application. 22. We find that upon approval of the CoC, the RP has appointed six valuers namely, Mr. Sapnil Jain (“Valuer 1”), Biswanath Choudhary(“Valuer 2”), Balkrishna Lal More, (“Valuer 3”), Prodipta Das (“Valuer 4”), Asim Maity (“Valuer 5”) and Shyamal Kumar Chakraborty (“Valuer 6”). The valuation report is annexed as annexure A14, A15, A16, A17, A18, A19 respectively in Supplementary Affidavit dated 22.01.2025.

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 23. As indicated in Form H submitted by the RP under Regulation 39(4) of the CIRP Regulations, 2016, we would note that the Fair value of the Corporate Debtor is arrived at Rs. 7,52,76,361/-and the Liquidation value of the Corporate Debtor at Rs. 5,79,97,005.50/-, while the total Plan value including CIRP Cost which would be paid at actual is Rs. 6,85,98,021/- against the total admitted claim of Rs. 61,26,06,829/-, which indicates 88 % haircuts.

24. In the course of the hearing, the Learned Counsel for the Resolution Professional would submit that the Resolution Plan complies with all the provisions of the IBC, 2016, read with relevant Regulations of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 and does not contravene any of the provisions of law for the time being in force.

25. Upon perusal of the documents on record and/or documents, we are satisfied that the Resolution Plan submitted on 18.12.2024, by Algoquant Financial LLP Limited (Successful Resolution Applicant), annexed at pages 25 as Annexure S1, to the Supplementary Affidavit, is in accordance with sections 30 and 31 of the I&B Code, 2016 and also complies with regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

On the Statutory Obligations or Seeking Approvals from the Authorities: 26. As far as the question of granting time to comply with the statutory obligations or seeking approvals from authorities is KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 concerned, the Resolution Applicant is directed to do so within one year from the date of this order, as prescribed under section 31(4) of the I&B Code.

On the Reliefs, Waivers and Concessions: For the sake of convenience, the reliefs, concessions and approvals sought by the Applicant from us are catered to as below and the orders thereon are indicated against each as under:

S Claus Reliefs, concession and approval Our L e sought for Orders thereon 3 a. Any claim, whether claimed, unclaimed, Granted in crystallized or not crystallized, accordance matured or un matured, contingent or payable in future, under any category, with law not filed during CIRP period or filed strictly. but not admitted by RP by VAT/CST/Excise/GST authorities, Income tax department, Stock Exchanges or any other creditor/ claimant/ employee/ authority/ officer/ arbitrator shall be extinguished upon approval of this Resolution plan by Hon'ble NCLT. The Resolution Applicant or the Corporate Debtor shall have no liability towards any such claim including any claim against corporate guarantee given by CD;

b. The CD may be allowed to reorganize its Granted, Share Capital as may be deemed necessary subject to the by the Resolution Applicant and be provisions of exempted from taking necessary approvals IBC, 2016 and from the statutory authorities for the other effective implementation of the Applicable Resolution Plan; laws

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 c. The CD shall be permitted to waive off Granted in any direct, indirect and other tax terms of the liabilities that may arise on account of Ghanashyam writing off any of the credit balances Mishra and Sons relating to Shareholders, Financial Pvt Ltd v creditors, Operational Creditors, Other Edelweiss Creditors and any other liabilities Asset pursuant to the implementation of the Reconstruction Resolution Plan; Company Ltd, wherein 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, including the Central Govt, any State Govt or any local authority, guarantors and other stakeholders. On the date of approval of resolution

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 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

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 grants its approval under section 31 could be continued.

d. CD shall be granted exemption/ waivers Granted, from all statutory liabilities subject to the [including income tax and Minimum law and Alternate Tax (MAT) liability and applicable consequences, including interest, fine, Regulations. penalty, etc., due and payable or accrued but not due, by the CD for the period up to the Effective Date. Any delay in filing the return of income or completing other compliances will be condoned and no benefit which would have accrued to the CD in the past will be lost if the RA completes and regularizes the compliances within 1 year of the effective date;

e. The CD shall be permitted the availment Granted, of any un-availed benefits such as subject to the unabsorbed depreciation, unabsorbed law and loss, input credit, tax credit, tax applicable refund etc. relating to the Corporate Regulations. 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 Authority. Any delay in filing the return of income or completing other compliances will be condoned and no benefit which would have accrued to the CD in the past will be lost if the RA completes and regularizes the compliances within 1 year of the effective date;

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 f. For the purposes of the transactions Granted, Identified in this Resolution Plan, in subject to the connection with the proposed change in law and the shareholding of the Corporate applicable Debtor, RA shall be granted waivers in Regulations 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 Granted that, on and from the Plan Effective Date, statutory authorities and vendors/ customers shall not blacklist the CD for its previous failure by the erstwhile management on any account; h. Each of the landlords/ lesser/ owners of Granted the assets where the CD conducts its business shall provide unrestricted and peaceful access to the RA and shall handover all the assets of the CD located at such premises and also allow free movement in/ out of men/ material/ assets from the said premises without any disturbance, as per the current arrangement; i. All ongoing proceedings against the CD Granted in respect of all assets will be deemed to have been closed from effective date and all claims of whatsoever nature against the CD therein will be deemed to have been settled in full and all assets, as mentioned in the IM, will be available to the resolution applicant as an owned asset of the corporate debtor, for the purpose of carrying on its lawful business peacefully, without any obstruction or hindrance. The Resolution

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 Applicant will also be within its rights to secure these assets in respect of raising funds from financial institutions. j. All ongoing proceedings/ right of Granted recovery by the CD in respect of all assets of the CD will be pursued by the RA and CD against the different parties from whom money/ assets are recoverable and all claims of the CD of whatsoever nature therein will be deemed to continue and all assets, as mentioned in the IM, will be available to the resolution applicant as an owned asset of the corporate debtor, for the purpose of carrying on its lawful business peacefully, without any obstruction or hindrance. k. 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 Resolution Plan; l. The Stamp Duty / Registration Fee/ any Granted, other Tax/ levies/ demand arising on subject to the account of restructuring of the share law and capital and resultant change in the applicable shareholding of the CD in terms of the Regulations. 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; m. Upon approval of the Resolution Plan by Granted. the 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 KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 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 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; n. The CD shall be permitted to waive off Granted in any past liabilities, (known, unknown, terms of the accrued or non-accrued irrespective Ghanashyam whether claimed or unclaimed from any Mishra and Sons authority) including but not limited to Pvt Ltd v any potential MAT liability, potential Edelweiss liability under Section 56, 50 CA and Asset other sections of the Income Tax Act, Reconstruction interest/penalty etc. which may be Company Ltd, levied by any authority upon and in wherein the relation to the implementation of the Hon'ble present Resolution Plan; Supreme Court has held in para 95(i) that once a resolution

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 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, 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 KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 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 to waive off any past Granted in liabilities irrespective whether claimed terms of the or unclaimed from any authority and Ghanashyam including any penal charges for past Mishra and Sons non-compliance of filings, forms other Pvt Ltd v returns and statements etc. relating Edelweiss thereto.

The liability arising on Asset account of failure of filing Reconstruction returns/forms or complying with Company Ltd, necessary provisions of law for period wherein the KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 prior to effective date shall be waived Hon'ble off and the Resolution Applicant under Supreme Court no circumstances will be liable towards has held in any such liability for non-compliance of para 95(i) that any laws prior to the effective date.; 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, 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

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 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. p. The CD be allowed to waive of any penal Granted in charges for past non-compliances of terms of the filing/secretarial obligations by Ghanashyam passing appropriate directions to the Mishra and Sons

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 Ministry of Corporate Affairs, Pvt Ltd v Government of India, Provident Fund Edelweiss Authority, Income Tax authorities, Asset Service Tax Authorities and GST Reconstruction Authorities etc. to the extent any Company Ltd, secretarial filings, corporate actions wherein the and/or any other actions filings, Hon'ble intimations, tax returns etc are Supreme Court required to be made in connection with has held in any period prior to the approval of the para 95(i) that resolution plan by the Hon'ble NCLT, the once a newly constituted board of directors resolution shall be deemed to be fully authorized plan is duly to act on behalf of the Company and will approved by the be entitled to receive all assistance Adjudicating from the respective ministries/ Authority departments/ authorities to undertake under sub-all such actions to comply with all the section (1) of provisions of all laws, to the extent section 31, the possible and provided sufficient claims as information is available, without provided in the imposing any fine or penalty or interest resolution (by whatever name called) for such plan shall delayed filing and treating the said stand frozen filing, intimation or returns (by and will be whatever name called) to be made after binding on the effective date as if they have been filed Corporate on time and in compliance with all laws, Debtor and its as if within the respective due dates employees, which had occurred in the past. Also the members, company will not be denied, after the creditors, filing of such documents or returns or including the intimations, any benefit which would Central Govt, have accrued to it had the said filing any State Govt been completed by the previous or any local management within those respective due authority, dates in the past.; guarantors and other stakeholders. On the date of approval of resolution plan by the Adjudicating Authority, all such claims,

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 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

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 could be continued. q. The CD be permitted such waivers of all Granted in liabilities arising from Operational terms of the Creditors, other Creditors, Statutory Ghanashyam Dues, Litigation other liabilities, Mishra and Sons Municipal due, Gram Panchayat or loan Pvt Ltd v body dues-whether claimed or unclaimed, Edelweiss specified or unspecified, accrued or Asset non-accrued which do not form part of Reconstruction the Resolution Plan; Company Ltd, wherein 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, including the Central Govt, any State Govt or any local authority, guarantors and other stakeholders.

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 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 KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 which the Adjudicating Authority grants its approval under section 31 could be continued. r. 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 Secured Financial Creditors as against the Corporate Guarantors, Personal guarantors and the third party securities shall continue to subsist and the relevant Secured Financial Creditor(s) shall be entitled to take recourse against such Corporate Guarantors, Personal guarantors and the third party securities in accordance with the terms of such guarantees and securities for recovery of their residual dues;

s. From the Effective Date, all inquiries, Granted in investigations and proceedings, whether terms of the civil or criminal, suits, claims, Ghanashyam disputes, proceedings in connection with Mishra and Sons CD or affairs of CD, pending or Pvt Ltd v threatened, present or future in Edelweiss relation to any period prior to the Asset Effective Date, or arising on account of Reconstruction implementation of this Resolution Plan Company Ltd, shall stand withdrawn and dismissed and wherein the all liabilities and obligations Hon'ble therefore upon approval of this Supreme Court

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 Resolution Plan, all new inquiries, has held in investigations, notices, suits, claims, para 95(i) that disputes, litigations, arbitrations or once a other judicial, regulatory or resolution administrative proceedings will be plan is duly deemed to be barred and will not be approved by the continued, initiated or admitted against Adjudicating CD and/ or its new management in relation Authority to any period prior to the Effective under sub- Date; 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 KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 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. t. All relevant Governmental Authorities, Granted, including the ROC and Revenue Authority, subject to the shall grant relief from payment of stamp law and duty, registration charges and applicable applicable fees for (1) successful Regulations implementation of the Plan (including

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 transactions contemplated herein, for any 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;

u. The CD shall be granted approvals, Granted, including but not limited to approval subject to the from Gram Panchayat, statutory law and permissions, other facilities, etc., applicable granted to the Corporate Debtor whether Regulations 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/ Partners; v. Local Municipal Corporation, local water Granted in and electricity supply agency / terms of the department to waive off all demands, Ghanashyam penalties, taxes, dues, charges, levies, Mishra and Sons and cess for any period prior to the Plan Pvt Ltd v Effective Date and neither the CD nor the Edelweiss Resolution Applicant shall be liable for Asset the above under Applicable Laws for the Reconstruction period prior to the an Effective Date and Company Ltd,wherein

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 the Hon’ble Adjudicating Authority shall the Hon'ble pass an order to that effect; Supreme Court has held in para 95(i) that once a resolution plan is duly approved by the Adjudicating Authority under subsection (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

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 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. w. The Collector of Stamps, Revenue Granted, Department of concerned State Government subject to the and the Ministry of Corporate Affairs to law and exempt the Resolution Applicant and the KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 Corporate Debtor, from the levy of stamp applicable duty and fees applicable in relation to Regulations this Resolution Plan and its implementation, Including any stamp duty applicable on and the issue of shares or NCDs by the Corporate Debtor; x. Hon’ble Adjudication Authority may Granted, kindly give appropriate directions that subject to the after the bid is successful, no capital law and asset or any movable material shall go applicable outside the premises without the prior Regulations. approval of the Resolution Applicant; y. All existing bank/ loan accounts will be Granted deemed to 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.

The resolution applicant will remit the amount as proposed in this resolution plan to the bank account which is advised by the Monitoring Committee for further distribution. All old negotiable instruments issued by the Corporate Debtor will automatically get cancelled as of effective date. z. For a period of 6 months from the Granted as per Effective Date, all subsisting contracts the terms of and arrangements entered by the contract and Corporate Debtor shall continue to be in arrangements subsistence. For a period of 6 months from the Effective Date, the Corporate Debtor shall have a right to review and re-negotiate/ terminate any contract that was entered into prior to the Completion Date. If during such review, the Corporate Debtor terminates any contracts then the Corporate Debtor shall not be liable towards any claims with respect to termination of such contracts, including but not limited to KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 any claims, penalty, damages (liquidated or otherwise), arbitration claims or claims for specific performance. aa.

The Secured Financial Creditors to issue Granted 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 full payment to financial credits, all accounts of the Corporate Debtor shall stand regularized and their asset classification shall be "Standard" for the purposes of all Applicable Laws. bb. By way of approval of the present Granted Resolution Plan, all stakeholders of the Corporate Debtor agree and undertake that the consideration paid for the 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. cc. 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 Implementation Date, then such application shall be made with the prior consent of the CoC.

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 dd. The requirement of adding “and reduced” Granted in the name of the CD to be dispensed with, ee. All existing share certificates issued/ Granted printed by the CD shall be deemed to have been cancelled, ff. 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. gg. Upon occurrence of any Force Majeure Granted event 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 propose suitable modification of the approved Resolution Plan with the Monitoring Committee and any change shall be made only after obtaining requisite approvals from the constituted body of Committee of Creditors and Hon’ble Adjudicating Authority. ii. Notwithstanding anything to the contrary Granted contained in the resolution plan, the charge created on the assets of the corporate debtor in favour of the secured financial creditor(s) shall continue to subsist and recovery proceedings shall not get extinguished till full and final payment of the resolution amount as proposed to be paid to the relevant secured financial creditor(s) is made by the resolution applicant and received by the relevant secured financial creditor.

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 jj. Concessions to the Corporate Debtor Granted that, on and from the Plan Effective Date, NHAI, Government departments and ministries/ bodies/ companies and PWD shall not blacklist the CD for its previous failure to timely complete the awarded contract; kk. The period from CIRP commencement 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.

On the Extinguishment of Claims: 27. Concerning the waivers with regard to the extinguishment of claims which arose prior to the initiation of the CIR Process and which have not been claimed are granted in terms of the law laid down by the Hon’ble Apex Court in Ghanashyam Mishra and Sons Private Limited vs. Edelweiss Asset Reconstruction Company Limited reported in MANU/SC/0273/2021: (2021)9SCC657: [2021]13SCR737 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, including the Central Government, any State Government 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.”

(Emphasis Added)

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 28. Further, the relevant part of the Ghanshyam Mishra judgment (supra) in this regard is given below: “61. All these details are required to be contained in the information memorandum so that the resolution applicant is aware, as to what are the liabilities, that he may have to face and provide for a plan, which apart from satisfying a part of such liabilities would also ensure, that the Corporate Debtor is revived and made a running establishment. The legislative intent of making the resolution plan binding on all the stakeholders after it gets the seal of approval from the Adjudicating Authority upon its satisfaction, that the resolution plan approved by CoC meets the requirement as referred to in Sub-section (2) of Section 30 is, that after the approval of the resolution plan, no surprise claims should be flung on the successful resolution applicant. The dominant purpose is, that he should start with fresh slate on the basis of the resolution plan approved.’ “62. This aspect has been aptly explained by this Court in the case of Committee of Creditors of Essar Steel India Limited through Authorised Signatory (supra).’ “107.

For the same reason, the impugned NCLAT judgment [Standard Chartered Bank v. Satish Kumar Gupta] in holding that claims that may exist apart from those decided on merits by the resolution professional and by the Adjudicating Authority/Appellate Tribunal can now be decided by an appropriate forum in terms of Section 60(6) of the Code, also militates against the rationale of Section 31 of the Code. A successful resolution applicant cannot suddenly be faced with "undecided" claims after the resolution plan submitted by him has been accepted as this would amount to a hydra head popping up which would throw into uncertainty amounts payable by a prospective resolution applicant who would successfully take over the business of the corporate debtor. All claims must be submitted to and decided by the resolution professional so that a prospective resolution applicant knows exactly what has to be paid in order that it may then take over and run the business of the corporate debtor. This the successful resolution applicant does on a fresh slate, as has been pointed out by us hereinabove. For these reasons, NCLAT judgment must also be set aside on this count.

(Emphasis Added)

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 29. Thus, on the date of approval of the resolution plan by the Adjudicating Authority, all such claims, that are not a part of the 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 of India further laid down 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 before the date on which the Adjudicating Authority grants its approval under Section 31 of the I&B Code could be continued. On Guarantors: 30. Concerning the waivers sought in relation to guarantors, the Hon’ble Apex Court held in Lalit Kumar Jain v. Union of India reported in MANU/SC/0352/2021: (2021) 9 SCC 321: (2021) ibclaw.in 61 SC that the sanction of a resolution plan and finality imparted to it by Section 31 does not per se operate as a discharge of the guarantor's liability. As to the nature and extent of the liability, much would depend on the terms of the guarantee itself. (Emphasis Added)

31. Further, we would rely upon the judgment rendered by the NCLAT in Roshan Lal Mittal v. Rishabh Jain reported in (2023) ibclaw.in 803 NCLAT that: “The Resolution Plan does not absolve the personal guarantors from their guarantee. The law well settled by the Hon’ble Supreme Court in the matter of “Lalit Kumar Jain vs. Union of India &

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 Ors. – (2021) 9 SCC 321), that by approval of resolution plan the guarantees are not ipso facto discharged.”

(Emphasis Added) 32. Hence, we would infer that if there are any personal guarantors of the corporate debtor, the personal guarantees shall be invoked and an appropriate action against them, in accordance with law, be taken.

On Inquiries, Litigations, Investigations, and Proceedings:

33. For the reliefs and waivers sought for all inquiries, litigations, investigations, and proceedings shall be granted strictly as per section 32A of the IBC, 2016 and the provisions of the law as may be applicable.

34. In this context, we would infer that upon the approval of the Resolution Plan, the Corporate Debtor avails the limbs of new management to revive its business. Thus, all the past liabilities of the Corporate Debtor including criminal liability prior to the initiation of the CIR Process shall stand effaced and the new management will step into the shoes of the company with a fresh or clean slate. Hence, the old management shall be liable to face all the offences committed prior to the commencement of the CIR Process. At this juncture, we would rely upon the judgment rendered by the Hon’ble Apex Court in Ajay Kumar Radheyshyam Goenka vs. Tourism Finance Corporation of India Ltd. reported in MANU/SC/0244/2023: (2023) 10 SCC 545 that:

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 “67. Thus, Section 32A broadly leads to: a. Extinguishment of the criminal liability of the corporate debtor, if the control of the corporate debtor goes in the hands of the new management which is different from the original old management. b. The prosecution in relation to "every person who was a "designated partner" as defined in Clause (j) of Section 2 of the Limited Liability Partnership Act 2008 (6 of 2009), or an "officer who is in default", as defined in Clause (60) of Section 2 of the Companies Act. 2013 (18 of 2013), or was in any manner in charge of, or responsible to the corporate debtor for the conduct of its business or associated with the corporate debtor in any manner and who was directly or indirectly involved in the commission of such offence" shall be proceeded and the law will take it’s own course. Only the corporate debtor (with new management) as held in Para 42 of P. Mohanraj will be safeguarded. c. If the old management takes over the corporate debtor (for MSME Section 29A does not apply (see 240A), hence for MSME old management can takeover) the corporate debtor itself is also not safeguarded from prosecution Under Section 138 or any other offences.” (Emphasis Added) On PUFE Application(s): 35. We find that on 10.09.2024, the RP has preferred an application being I.A.

(IB) No. 1934/KB/2024 under Section 66 of the IBC, 2016, 2016 against the Dipak Kumar Bose, Managing Director (Respondent Nos. 1) AND “Rita Bose, Director for KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 recovery of an aggregated amount of Rs. 8,72,84,953. We find that the Clause 3.hh at page 38 to supplementary Affidavit dated 13.01.2025, caters to the provision of “Right to pursue all applications filed by the Resolution Professional regarding the Avoidance Transactions”. We would infer that approval of the Resolution Plan shall not affect the proceedings of the PUFE applications and the same shall be pursued by the sole Secured financial Creditor at its own cost as per Clause 3.hh at page 38 to supplementary Affidavit dated 13.01.2025. Any benefit which accrues to the Corporate Debtor subsequent to the adjudication of the section 66 application shall act as a 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 IBC, 2016.

36. As far as the question of granting time to comply with the statutory obligations or seeking approvals from authorities is concerned, the Resolution Applicant is directed to do so within one year from the date of this order, as prescribed under section 31(4) of the I&B Code.

37. In case of non-compliance with this order or withdrawal of the Resolution Plan, the payments already made by the Resolution Applicant shall be liable for forfeiture.

38. The Resolution Plan shall form part of this Order and shall be read along with this order for implementation. The Resolution Plan thus approved shall be binding on the Corporate Debtor and all other stakeholders involved in terms of Section 31 of the KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 I&B Code, so that the revival of the Corporate Debtor Company shall come into force with immediate effect without any delay.

39. The Moratorium imposed under section 14 of the Code by virtue of the order initiating the CIR Process, shall cease to have effect from the date of this order.

40. The Resolution Professional shall submit the records collected during the commencement of the proceedings to the Insolvency & Bankruptcy Board of India for their record and also return them to the Resolution Applicant or New Promoters.

41. Liberty is hereby granted for moving any application, if required, in connection with the successful implementation of this Resolution Plan.

42. A copy of this Order is to be submitted to the Registrar of Companies (RoC) to whom the company is registered, by the Resolution Professional.

43. The Resolution Professional shall stand discharged from his duties with effect from the date of this Order.

44. The Resolution Professional is further directed to hand over all records, premises/ factories/ documents to the Resolution Applicant to finalise the further line of action required for starting the operation. The Successful 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 the operation.

KOLKATA BENCH, COURT-II I.A (IB) (PLAN) NO. 24 OF 2024 IN CP (IB) NO. 198/KB/2023 45. The Registry of this Adjudicating Authority is directed to send e-mail copies of the order forthwith to all the parties and their Learned Counsels for information and for taking necessary steps.

46. In terms of the view above, the interlocutory application being I.A. (IB) (Plan) No. 24/KB/2024 along with the main C.P (IB) 198/KB/2023 being shall stand disposed of accordingly.

47. Certified copy of the orders, if applied for with the registry of this Adjudicating Authority, be supplied to the parties upon compliance with all requisite formalities.

Rekha Kantilal Shah Labh Singh Member (Technical) Member (Judicial)

Order Signed On 22.05.2025 NKS(LRA)