Approval of Resolution Plan - Fabtech Sugar Limited

1. The above captioned Application was filed under Section 30(6) and Section 31, of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as the “Code”) by the Resolution Professional (hereinafter referred as (“Applicant”), seeking approval of the Resolution Plan, submitted by the Resolution Applicant – M/s Autade Sugars Private Limited, which was approved with voting shares of 76.63% by the members of the Committee of Creditors (hereinafter referred to as ‘COC’). The facts leading to the Application are as under:

2. The Corporate Insolvency Resolution Process (CIRP) of the Corporate Debtor was initiated, vide an order dated 13.05.2021, under Section 7 of the Insolvency and Bankruptcy Code 2016 (hereinafter referred to as ‘the Code’) (Admission Order) and Mr. Ritesh R. Mahajan, was appointed as Interim Resolution Professional. The IRP, constituted the Committee of Creditors. The Applicant published a Public Announcement in Form A in accordance with Section 15 of the Code, on 20.05.2021, in the Indian Express (English Language), Loksatta (Marathi Language), Pune editions, Punya Nagri and Lokmat (Marathi Language), Solapur edition inviting claims from the creditors of the Corporate Debtor. 3. The IRP conducted the 1st Meeting of COC on 11th June 2021 and the same has been adjourned on 17th June 2021. An Interlocutory

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Application No. 1489 of 2021 was filed for the replacement of IRP. Thereafter, Mr. Srigini Rajat Naidu was appointed as the RP of the Corporate Debtor vide order dated 2nd December 2021 of this Tribunal. 4. Based on the claims received and verified the Committee of Creditors was constituted as under:

Sr Financial Creditors Amount Claimed Amount Voting No. (Rs.) Admitted (Rs.) Rights (%) 1. IDBI Bank 52,31,68,165/- 24,29,79,059/- 14.32% 2. Indian Overseas 38,82,86,296/- 19,93,48,946/- 11.75% Bank

3. State Bank of India 50,26,97,801/- 27,33,34,166/- 16.11% 4. Autade Sugars 40,13,52,832/- 27,34,22,589 16.12% Private Limited 5. Bank of Baroda 46,54,06,265/- 24,06,12,045/- 14.18% 6. Bank of India 36,95,12,000/- (Term Loan) 7. Bank of India (H&T 46,80,50,053/- Loan) and (Bank 46,66,70,476/- 27.51% Guarantee) TOTAL 311,84,73,411/- 169,63,67,281/ 100% -

5. The COC in its 3rd meeting held on 6th July 2021 approved the invitation of EOI in Form-G. The IRP published the Invitation of EOI on 16th July 2021 in the leading newspapers, Financial express (English Language) (PAN India) and in Pudhari (Marathi language) (All over Maharashtra) with last date of receipt of EOI been 31st July 2021.

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6. In the 4th meeting held on 23rd July 2021, the evaluation Matrix was approved by the CoC members. Accordingly, two registered valuers for each class i.e. Securities and Financial Assets, Plant and Machinery and Land and Building were appointed. The Registered Valuers submitted their valuation reports to the IRP:

Particul-ars Valuation 1 Valuation 2 Average Valuation of Assets Fair Value Liquidation Fair Value Liquidation Fair Value Liquidation Value Value Value Rs. Rs. Rs. Rs. Rs. Rs. LAND AND 558,000,000 446,400,000 603,500,000 482,800,000 580,750,000 464,600,000 BUILDINGS SECURITIES 24,224,000 18,674,000 25,093,000 20,243,000 24,658,500 19,458,00 OR FINANCIAL ASSETS PLANT AND 1,315,000,00 854,750,000 1,250,382,500 875,000,000 1,282,691,250 864,875,000 MACHINERY 0 1,897,224,00 1,319,824,000 1,878,975,500 1,378,043,00 1,888,099,750 1,348,933,500 0 0 AVERAGE FAIR AND LIQUIDATION VALUE 1,888,099,750 1,348,933,500

7. Pursuant to the FORM G, six responses were received. The IRP in the 4th meeting of CoC circulated the Final List of Prospective Resolution Applicant to all the members of COC. The IRP received the Resolution Plan from 2 out of 3 PRAs. 8. Thereafter, both the Resolution plans were the kept open for discussion with the PRAs and the CoC members during the 5th CoC meeting held on 15th September 2021. The PRAs were requested to revise and amend the resolution plan. The Amended Resolution plan was kept open for discussion in the 6th CoC meeting held on 4th October 2021. The said Resolution Plans did not receive requisite votes and failed in the 9th CoC meeting dated 10th December 2021. Pursuant to the above the MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020

CoC members in their commercial wisdom decided that the CIRP should be re-run in the 10th CoC meeting dated 20th December 2021. Four applications were received in response to the fresh Invitation EOI published on 27th December, 2021. 9. Subsequently two Resolution Plans were received which were discussed in the 15th CoC meeting dated 8th April 2022. The said Resolution plan of Shri S.M. Autade Pvt. Ltd was accepted after some financial improvements. Meanwhile the RP took an extension by filing an Interlocutory Application having IA no. 590 of 2022 before this Hon’ble NCLT Mumbai Bench, seeking extension of 60 days beyond the period of 270 days. 10. The COC, in its 20th meeting held on 27th July 2022, approved Resolution Plan submitted by Shri S.M. Autade Pvt. Ltd. a voting share of 76.63%. Thereafter, the Applicant has issued compliance certificate in Form “H”.

THE SALIENT FEATURES OF THE RESOLUTION PLAN ARE AS UNDER:

A. BRIEF BACKGROUND OF THE COMPANY / CORPORATE DEBTOR i. M/s FABTECH SUGAR LIMITED [“Corporate Debtor”] a public company and classified as a “company limited by shares” was incorporated on 14th October, 2010. The registered office of the Corporate Debtor is located at J 504, MIDC Bhosari Pune MH 411026 IN.

ii. M/s FABTECH SUGAR LIMITED (FSL) is a Sugar Manufacturing Company, Fabtech Sugar Ltd has grown

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 itself into Sugar Manufacturing firm with interests in Sugar, Rectified Spirits, Extra Neutral Alcohol and Ethanol businesses in Maharashtra. The Sugar and Allied products business unit of the company has expertise in manufacturing of sugar and uses the by products of sugar production - Molasses, Bagasse and Press-mud for manufacturing of high value products such as Rectified Spirit, Extra Neutral Alcohol, Ethanol and Fertilizers. The company started operations with one Sugar Plant of 50000 TCD.

iii. The Corporate Insolvency Resolution Process (“CIRP”) of M/s FABTECH SUGAR LIMITED was initiated as per the provisions of the Insolvency and Bankruptcy Code (“IBC”) under Section 7. The application was moved before the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) and was admitted vide its order dated 13.05.2021 (“CIRP Order”). Pursuant to such order, Mr. Ritesh R. Mahajan, (having IP Registration No. IBBI/IPA- 002/IP- N00048/2017-18/10132), Insolvency Professional, was appointed as the Interim Resolution Professional (IRP). The CoC in its first meeting held on 17.06.2021 with 93% resolved to appoint Mr. Srigini Rajat Naidu having IP Registration No. IBBI/IPA-003/IPA- 003/IP-N00137/2017-18/11513) as Resolution Professional. Subsequently an Interlocutory Application having IA No. 1489 Of 2021 under Section 22 (3) (b) of IBC, 2016 was filed before the Hon'ble NCLT, Mumbai Bench for appointment of Mr. Srigini Raja Naidu, Applicant as the Resolution Professional of the CD and was admitted. Mr. Srigini Rajat Naidu, Applicant was MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 appointed as the Resolution Professional of the CD vide order dated 02nd December 2021.

B. BACKGROUND OF THE RESOLUTION APPLICANT

SHRI S. M. AUTADE PRIVATE LIMITED is a closely held Company, which was incorporated in the year 2014. It is into the business of infrastructure projects. Over these years, the Company has grown into a large establishment, thus, carving a niche of its own in the infrastructure industry. The Company has acquired considerable domain and technical expertise in the field of infrastructure development like Earthwork, Structures, Dams, Canals, Roads, Highways, KT Weir, and Buildings and B.O.T etc. The registered office of the Resolution Applicant Plot No.17, CTS No.1620 Giriraj Co-operative Housing Society, Aundh, Pune – 411007, Maharashtra.

The said Prospective Resolution Applicant is eligible to act as a Resolution Applicant of the Corporate Debtor and is not ineligible under section 29A of Insolvency and Bankruptcy Code and also satisfies the eligibility criterion as mentioned in clause (h) of sub-section (2) of section 25 of the Code. C. SUMMARY OF PAYMENTS UNDER THE RESOLUTION PLAN

Payment Towards Amount (Rs.) CIRP Cost 1,20,00,000 Secured Financial Creditor 147,75,55,437 (Including consideration for MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 assignment of balance debt and underlying securities.) Unsecured Financial Creditor 21,42,31,605 (Including consideration for assignment of balance debt and underlying securities.) Operational Creditor 10,17,931 Employees and Workmen 38,50,897 Infusion in Company for capital 32,00,00,000 expenditure and working capital. Total 202,86,55,870

D.SOURCES OF FUNDS:

Stage Amount (in Rs.) Source

Upfront Amount to be paid within 40,45,02,396 Out of the Free Reserves of the 60 days from the date of approval Resolution Applicant 1. of the resolution plan by Hon’ble NCLT

Upfront amount within 60 days 10,71,15,802 Out of the Free Reserves of the from the date of approval of the Resolution Applicant 2. resolution plan by Hon’ble NCLT

Within 12 months from the date of 82,95,37,671 Out of the Free Reserves of the the Hon’ble NCLT order approving Resolution Applicant 3. the Resolution Plan (including Working Capital) Within 24 months from the date of 53,75,00,000 Out of the free reserves and current the Hon’ble NCLT order approving year’s profit from the operations of 4. the Resolution Plan the Resolution Applicant

Within 36 months from the date of 15,00,00,000 Out of the free reserves and current the Hon’ble NCLT order approving year’s profit from the operations of the Resolution Plan the Resolution Applicant 5.

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Total 2,02,86,55,870

As set out above there will be total induction of Rs.202,86,55,870/- (Rupees Two Hundred Two Crore Eighty-Six Lakh Fifty Five Thousand Eight Hundred and Seventy only) being the plan value out of which Rs. 170,86,55,870/- (Rupees One Hundred Seventy Crore Eighty Six Lakh Fifty Five Thousand Eight Hundred Seventy Only) is paid to the stakeholders and balance Rs. 32,00,00,000/- (Rupees Thirty Two Crore Only) is for capital expenditure and working capital.

E. PAYMENTS PROPOSALS OF THE VARIOUS STAKEHOLDERS UNDER THE RESOLUTION PLAN:

1. Proposal for payment to the Financial Creditors

Total amount of outstanding due to Secured Financial Creditors of Fabtech Sugar Limited as per the Information Memorandum being Rs. 303,54,05,058/- (Rupees Three Hundred and Three Crore Fifty Four Lacs Five Thousand and Fifty Eight Only), claim received and admitted for, as per table given below:

Secured Creditors- Fabtech Sugar Limited Sr. Amount Amount Name No. Claimed (Rs.) Admitted (Rs.) 1 Canara Bank 91,53,34,849 91,53,34,849 2 Bank of India (Term Loan) 36,95,12,300 36,95,12,300

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3 State Bank of India 50,26,97,801 50,26,97,801 4 Bank of India (Bank Guarantee) 1,78,10,470 - 5 Bank of Baroda 38,98,92,990 38,98,92,990 6 Indian Overseas Bank 38,82,86,296 38,82,86,296 7 IFCI Limited 11,25,88,166 11,25,88,166 Union Bank of India (erstwhile 8 Andhra Bank) 35,70,92,656 35,70,92,656 Total 3,03,54,05,058 3,05,32,15,528

The Terms of Payment: The SRA shall make the payment in the following time schedule:- i. An aggregate amount of Rs.147,75,55,437/- (Rupees One Hundred Forty Seven Crore Seventy Five Lakh Fifty Five Thousand Four Hundred and Thirty Seven only) (Herein after to be referred as “Resolution Amount”) is proposed to be paid to the Secured Financial Creditor (“SFC”). ii. Aforementioned Resolution Amount will be bifurcated in Two portion. First portion will comprise of Rs. 140,75,55,437/- (Rupees One Hundred Forty Crore Seventy Five Lakh Fifty Five Thousand Four Hundred and Thirty Seven Only) towards the assets of the Corporate Debtor. Second portion of Rs.7,00,00,000/- (Rupees Seven Crore Only) will be towards

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 assignment of Balance Debt along with underlying guarantees and securities of the secured financial creditors. Mechanism for payment of aforementioned amount to secured Financial Creditor – a. The first portion amounting to Rs. 140,75,55,437/- (Rupees One Hundred Forty Crore Seventy Five Lakh Fifty Five Thousand Four Hundred and Thirty Seven Only) will be paid upfront to the Secured Financial Creditors in the following manner:

b. Within a period of 58 days of the order of the Hon’ble NCLT approving the Resolution Plan, the amount of Rs. 36,05,17,766 /- (Rupees Thirty Six Crores Five Lacs Seventeen Thousand Seven Hundred and Sixty Six Only) will be paid to SFC which shall be appropriated among the lenders in following manner –

Secured Creditors- Fabtech Sugar Limited Sr. Name Amount Distributed No. 1 Canara Bank 10,87,15,137 2 Bank of India (Term Loan) 4,38,87,305 3 State Bank of India 5,97,05,866 4 Bank of Baroda 4,63,07,938 5 Indian Overseas Bank 4,61,17,110 6 IFCI Limited 1,33,72,197 Union Bank of India (erstwhile 7 4,24,12,213 Andhra Bank) Total 36,05,17,766

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 c. Within a period of 58+1 days of the order of the Hon’ble NCLT approving the Resolution Plan, Fully Secured, Non- Convertible, Fully Redeemable Debentures (“Secured NCD”) for an aggregate amount of Rs. 104,70,37,671/- (Rupees One Hundred and Four Crores Seventy Lacs Thirty Seven Thousand Six Hundred and Seventy One Only), including the interest (at the rate of simple interest of 0.01% as contemplated herein above) amount (payable at the time of redemption), will be issued to SFC by ATPL on behalf of RA. Redemption amount of these debenture and tenure will be as follows:

FIRST TRANCH REDEEMABLE (12 MONTHS FROM NCLT ORDER) Secured Creditors- Fabtech Sugar Limited Debenture Redemption Sr. Name Amount (Excluding No. Interest at the rate of 0.01%) 1 Canara Bank 15,36,52,504 Bank of India (Term 2 6,20,28,109 Loan) 3 State Bank of India 8,43,85,267 4 Bank of Baroda 6,54,49,310 5 Indian Overseas Bank 6,51,79,602 6 IFCI Limited 1,88,99,590 Union Bank of India 7 (erstwhile Andhra 5,99,43,288 Bank) Total 50,95,37,671

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SECOND TRANCH REDEEMABLE (24 MONTHS FROM NCLT ORDER) Secured Creditors- Fabtech Sugar Limited Debenture Redemption Sr. Name Amount (Excluding No. Interest at the rate of 0.01%) 1 Canara Bank 16,20,84,622 6,54,32,078 Bank of India (Term 2 Loan) 3 State Bank of India 8,90,16,149 4 Bank of Baroda 6,90,41,027 5 Indian Overseas Bank 6,87,56,519 6 IFCI Limited 1,99,36,759 Union Bank of India 7 (erstwhile Andhra 6,32,32,847 Bank) Total 53,75,00,000 d. The Second portion amounting to Rs. 7,00,00,000/- (Rupees Seven Crore Only) will be paid to the Secured Financial Creditors in the following manner:

a) In addition to cash up front and Secured NCDs, an Asset Reconstruction Company (ARC) or any other entity as may be identified by the RA and allowed by the Financial Creditor shall pay an amount of Rs. 3,00,00,000/- (Rupees Three Crore only) towards the consideration for assignment of debt, 1 day after payment of MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 aforementioned cash amount and issuing Secured NCDs i.e.59+1 day.

b) The amount of Rs. 3,00,00,000/- (Rupees Three Crore only) shall be distributed in following manner – Secured Creditors- Fabtech Sugar Limited Sr. Assignment Name No. Amount 1 Canara Bank 90,46,584 Bank of India (Term 2 36,52,023 Loan) 3 State Bank of India 49,68,343 5 Bank of Baroda 38,53,453 6 Indian Overseas Bank 38,37,573 7 IFCI Limited 11,12,749 Union Bank of India 8 (erstwhile Andhra 35,29,275 Bank) Total 3,00,00,000 c) Within a period of 59+1 day of the order of the Hon’ble NCLT approving the Resolution Plan, Fully Secured, Non- Convertible Fully Redeemable Debentures (“Secured NCD”) for an aggregate amount of Rs.4,00,00,000/- (Rupees Four Crore only), including the interest (at the rate of 0.01% as contemplated herein above) amount(payable at the time of redemption), will be issued to SFC by ATPL on behalf of RA. These NCD’s will be redeemed on or before the end of 3rd year from the date of order of Hon’ble NCLT approving the Resolution Plan.

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 d) Redemption amount of these debenture and tenure will be as follows: At the end of 3rd Year of NCLT Sr Name of Secured Financial Order. Creditor For N o. Assignment of debt along 1 Canara Bank w1,i2th0, 62,111 2 Bank of India(Term Loan) guara4n8t,e6e9s, 364 and 3 State Bank of India secur 6 i 6 ti, e 2 s 4 ,458 4 Bank of Baroda 51,37,937 including 5 Indian Overseas Bank 51,16,764 land and/or 6 IFCI Limited 14,83,666 7 Union Bank of India (erst while guarantorpr Andhra Bank) oper4t7ie,0s5 ,700 Total 4,00,00,000 e) Accordingly, each assenting Secured financial creditor shall receive following amount –

Sr Nameof At At At TotalRe TotalAssi. Secure theendof theendof theendof Upfront solution gnmentA TotalAmount No dFinan 1stYearofN 2nd 3rdYearofN Amount mount. cialCre CLTOrder YearofNCL CLTOrder ditor TOrder ForAss ForAssi ignment gnment 1 Canara 108,715,136 9,046,584 153,652,504 162,084,622 12,062,111 424,452,26 21,108,695 445,560,957 2 BBanank ko f 43,887,305 3,652,023 62,028,109 65,432,078 4,869,364 21 71,347,49 8,521,387 179,868,880 India(TermL 3 3 oaSnta) te 59,705,866 4,968,343 84,385,267 89,016,149 6,624,458 233,107,28 11,592,80 244,700,083 BankofIndi 2 1 4 aB anko fBarod 46,307,938 3,853,453 65,449,310 69,041,027 5,137,937 180,798,27 8,991,390 189,789,664 5 aIn dianO 5 verseas 46,117,110 3,837,573 65,179,602 68,756,519 5,116,764 180,053,23 8,954,337 189,007,568 Bank 1 6 IFCILimited 13,372,197 1,112,749 18,899,590 19,936,759 1,483,666 52,208,546 2,596,415 54,804,961

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7 UnionBank of India (erstwhile 42,412,213 3,529,275 59,943,288 63,232,847 4,705,700 165,588,34 8,234,975 173,823,324 Andhra 8 Bank) 360,517,766 30,000,000 509,537,671 537,500,000 40,000,000 1,407,555,437 70,000,000 1,477,555,437

2. Proposal for payment to the Unsecured Financial Creditors

1. Total amount of outstanding due to Unsecured Financial Creditors of Fabtech Sugar Limited as per the Information Memorandum being Rs. 298,47,73,219/- (Rupees Two Hundred Ninety Eight Crore Forty Seven Lacs Seventy Three Thousand Two Hundred and Nineteen only), claim received and admitted claim of Rs. 226,13,40,648/- (Rupees Two Hundred Twenty Six Crore Thirteen Lacs Forty Thousand Six Hundred and Forty Eight only) as per table given below:

Admitted Sr. Amount Claimed Amount Name No. Rs. Rs. 1. Canara Bank 1,26,18,84,500 1,26,18,84,500 2. IDBI Bank Limited 52,31,68,165 52,31,68,165 3 Bank of Baroda 7,55,13,274 7,49,35,151 4 Autade Sugars Pvt. Ltd. 40,13,52,832 40,13,52,832 5 Bank of India (H & T Loan) 45,02,39,583 45,02,39,583

6 DhanashriMahilaGraminBigarsheti 25,86,14,865 - Sahakari Patsanstha

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7 Fabtech Projects & Engineers 1,40,00,000 - Limited

Total 298,47,73,219 271,15,80,231

3. The Terms of payment of Unsecured financial creditors:

A. An aggregate amount of Rs. 21,42,31,605/- (Rupees Twenty One Crore Forty Two Lakh Thirty One Thousand Six Hundred and Five only) (Herein after to be referred as “Resolution Amount”) is proposed to be paid to the Unsecured Financial Creditors (“UFC”). B. Aforementioned Resolution Amount will be bifurcated in Three Portion. First portion will comprise of Rs. 5,42,31,605/-(Rupees Five Crore Forty Two Lakh Thirty One Thousand Six Hundred and Fiveonly) towards unsecured debt (including Corporate Guarantee, H&T and Crop Loans and other Unsecured Loans) and assignment of residual debt (H&T and Crop Loans and other Unsecured Loans). Second portion of Rs. 11,00,00,000/-(Rupees Eleven Crore only) will be towards unsecured debt (including Corporate Guarantee, H&T and Crop Loans and other Unsecured Loans) and assignment of residual debt (H&T and Crop Loans and other Unsecured Loans).Third portion of Rs. 5,00,00,000/- (Rupees Five Crore only) will be towards assignment of all the residual unsecured debt alongwith the underlying exclusive securities and guarantees of the H & T Loan in favor of the RA.

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4. Mechanism for payment of aforementioned amount to unsecured financial creditors:

4.1 The first portion amounting to Rs. 5,42,31,605/-(Rupees Five Crore Forty Two Lakh Thirty One Thousand Six Hundred and Five only) consist of two components of Rs. 2,71,15,802/- (Rupees Two Crore Seventy One Lakh Fifteen Thousand Eight Hundred and Two Only) each. The first component of Rs. 2,71,15,802/- (Rupees Two Crore Seventy One Lakh Fifteen Thousand Eight Hundred and Two Only) is towards settlement of the unsecured debt (Corporate Guarantee). The second component of Rs. 2,71,15,802 (Rupees Two Crore Seventy One Lakh Fifteen Thousand Eight Hundred and Two Only) is towards assignment of residual debt (H&T Loan, Corp Loan and any other Unsecured Loan) will be paid upfront within 58 days of the order of the Hon’ble NCLT approving the Resolution Plan to the Unsecured Financial Creditors in the following manner:

Name of Sr. Unsecured No. Upfront Financial Creditor Assignment Resolution 1% Amount for CG 1% 1 Canara Bank 12,618,845 12,618,845 2 IDBI Bank Limited 5,231,682 5,231,682 3 Bank of India (H & T Loan) 4,502,396 4,502,396 4 Bank of Baroda 749,352 749,352 5 Autade Sugars Private Limited 4,013,528 4,013,528

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Total 27,115,802 27,115,802

4.2 The Second portion amounting to Rs. 11,00,00,000/- (Rupees Eleven Crore only) consist of two components of Rs. 5,50,00,000/- (Rupees Five Crore and Fifty Lakh Only) each. The first component of Rs. 5,50,00,000/- (Rupees Five Crore and Fifty Lakh Only) is towards the repayment of unsecured debt (including Corporate Guarantee, H&T and Crop Loans and any other Unsecured Loans) and The Second component of Rs. 5,50,00,000/- (Rupees Five Crore and Fifty Lakh Only) is towards the consideration for the assignment of residual debt (H&T and Crop Loans and any other Unsecured Loans). The aforesaid amount will be settled in form of issuance of Fully Secured, Non-convertible Fully redeemable NCDs equivalent to Rs.11,00,00,000/- (Rupees Eleven Crore only) to the Unsecured Financial Creditors bearing simple interest at the rate of 0.01% within a period of 58+1 days of the order of the Hon’ble NCLT approving the Resolution Plan to the Unsecured Financial Creditors in the following manner:

Sr.No. Name of Bank For Assignment of For Resolution all of Residual Debt(Corporate Debt(H&TL Guarantee) oan) 1 Canara Bank 2,55,89,821 2,55,89,821 2 IDBI Bank 1,06,09,354 1,06,09,354 Limited

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3 Bank of India (H 91,30,432 91,30,432 & T Loan) 4 Bank of Baroda 15,31,338 15,31,338 5 Autade Sugars 81,39,055 81,39,055 Private Limited Total 5,50,00,000 5,50,00,000

5 These NCD’s will be redeemed on or before the end of 3rd year from the date of order of Hon’ble NCLT. 6 Unsecured Financial Creditors (having exclusive charge on the assets of guarantors) a) The third portion amounting to Rs. 5,00,00,000/- (Rupees Five Crore only) is towards the assignment of all the residual unsecured debt along with the underlying exclusive securities and guarantees of the H & T Loan in favor of the RA, which shall be paid to Canara Bank within 60 days from the order of Hon’ble NCLT approving the Resolution Plan, as there are lands to the tune of 119 Acres in Revatgaon, Dist. Vijayapura in Karnataka State and Katral and Kagast villages of Solapur District in the state of Maharashtra, which are exclusively mortgaged to Canara Bank against the H & T Loan. 7 Each Assenting (i.e. those financial creditors who vote in favour of the Resolution Plan) Unsecured Financial Creditor shall get its share in the following manner: Considerat ionofassign Sr. NameofU At At mentofexcl TotalResol TotalAssig nsecured theendof theendof TotalA No. Upfront usiveUnder utionAmou nmentAmo Financial 3rdYearofN 3rdYearo mount lyingsecuri nt unt Creditor CLTOrder fNCLTOr ties der Assignment ResolutionAm ForUns 1% ountforCG1% Assignment ecuredD ebt(CG)

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1 CanaraBank 12,618,845 12,618,845 25,589,821 25,589,82 50,000,000 28,903,277 97,514,056 126,417,333 2 IDBIBan 1 k 5,231,682 5,231,682 10,609,354 10,609,35 - 11,983,089 19,698,983 31,682,072 3 LBiamnikte d 4 ofIndia (H 4,502,396 4,502,396 9,130,432 9,130,432 - 10,312,671 16,952,985 27,265,655 4 & Ba T n L k o a of n B ) aroda 749,352 749,352 1,531,338 1,531,338 - 1,723,839 2,837,539 4,561,378 5 AutadeSugar s 4,013,528 4,013,528 8,139,055 8,139,055 - 9,192,927 15,112,240 24,305,166 PrivateLimite d 27,115,802 27,115,802 55,000,000 55,000,00 50,000,000 62,115,802 152,115,802 214,231,605 0

F. TREATMENT OF ALL CLAIM IN GENERAL i. All other claims or demands made by or liabilities or obligations owed or payable to (including any demand for any losses or damages, principal, interest, compound interest, penal interest, liquidated damages, notional or crystallized mark to market losses on derivatives and other charges already accrued/ accruing or in connection with any third party claims) any actual or potential Secured financial creditors of the Corporate Debtor or in connection with any financial debt of the Corporate Debtor (including any transactions in derivatives), whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallized, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the profit and loss statement, the balance sheets of the Corporate Debtor, arising on account of the acquisition of control by the Resolution Applicant over the Corporate Debtor pursuant to this Resolution Plan, shall be written off in full and shall stand permanently extinguished and the Corporate Debtor or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. ii.

Any and all rights and entitlements of any actual or MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 potential financial creditor, operational creditor, other creditor or any stakeholder, of the Corporate Debtor not addressed herein above, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the acquisition of control by the Resolution Applicant over the Corporate Debtor pursuant to this Resolution Plan or arising on account of the acquisition of control by the Resolution Applicant over the Corporate Debtor pursuant to this Resolution Plan, shall stand permanently extinguished and the Corporate Debtor or the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. iii. Promoters, guarantors, mortgagors or any other person shall not be entitled to make any claim against the Corporate Debtor or Resolution Applicant, towards the money they have paid or will be required to be paid by them to the Bank or Financial Institution or Assignor of debt of Bank or Financial Institution in past or future.

Resolution Applicant or Corporate Debtor will not be liable for any claim of subrogation or damages or compensation for the liability the guarantor, mortgagor or any other person who has promised to pay the money on behalf of Corporate Debtor will incur in future.

G. DISSENTING FINANCIAL CREDITORS

1. Payment to the dissenting Financial Creditors (Secured and Unsecured)

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 a. The dissenting Financial Creditors (i.e. those Financial Creditors who vote against, or abstain from voting for, the Resolution Plan approved by the CoC) shall be paid an amount not less than an amount to be paid to them in accordance with Sec 53(1) in the event of Liquidation of the Corporate Debtor. b. In terms of the code, if there are any dissenting Financial Creditors, then in such circumstances they shall be paid in accordance with Sec 30(2) along with Sec 53(1) of the Code. c. In the event there are dissenting financial creditors who will be paid as above, the remaining part of the proposed resolution amount as per Clause III-C (2) and Clause III-D (2) will be distributed among the class of Secured creditors in proportion to the amount of their claim admitted. d. The payments to the Dissenting Financial Creditors will be made in priority over the assenting financial creditors proportionately. These payments shall be made to the dissenting financial creditors one day prior to the payment to the Assenting Financial Creditors.

H. PROVISION FOR OPERATIONAL CREDITORS OF CORPORATE DEBTOR: 1. The amount due to the Operational Creditors of Corporate Debtor as per Information Memorandum and further communication by the RP is Rs. 10,17,93,053/- (Rupees

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020

Ten Crore Seventeen Lacs Ninety Three Thousand and Fifty Three only) which is as mentioned below:

Sr. No. Name of Creditors Amount Net Amount Admitted Claimed 1. DharmarayaBasannaKhavekar 16,979,961.00 12,513,956.00 2. Maharashtra Goods & Service Tax 59,662,666.00 59,662,666.00 Department 3. Saikrupa Construction 17,663,235.00 4,209,401.00 4. Dnyanal Engineers 124,101.00 96,577.00 5. Shivam Engineers 767,898.00 676,537.00 6. Matin Sales Corporation 29,383.00 28,344.00 7. SBICAP Trustee Company Limited 948,858.00 948,858.00 8. Fabtech Projects & engineers Limited 488,344,949.64 - 9. Indotech Organics 919,520.00 919,520.00

10. MallikarjunIrappaBanne 764,565.50 764,565.50 11. DevappadasharathKhandekar 729,393.00 667,588.00 12. Swamiraj Electricals 220,861.60 128,620.00 13. Alfaenzyme Life Science 453,249.99 453,173.00 14. HedaCehmicals 939,923.00 939,923.00 15. Thirumala Chemicals & Allied 807,120.00 807,120.00 16. Praj Industries 5,987,500.00 5,987,500.00 17. Deccan Industrial Company 486,880.00 233,414.00 18. A D Automations 146,287.00 107,935.00 19. Onkar Trading Company 132,510.00 132,417.00 20. Suneel Textiles 40,602.52 40,602.52 21. Risansi Industrial Ltd 1,404,036.00 363,256.00 22. Amruta Threads 223,979.00 223,659.00 23. Jagtap&Jagtap LLP 1,145,485.00 - 24. Unique Infra 3,670,575.00 2,394,543.00 25. Utkarsh Private Limited 12,812,415.00 6,921,040.69 26. RMM Associates 426,116.00 308,323.00 27. Malu Industries 21,028.00 9,456.00

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28. RajuKallappaWaghamode 160,913.00 160,913.00 29. Kolhapur Auto Works 713,151.00 - 30. ShanteshKallappaWaghamode 227,903.00 227,903.00 31. Shankar International 9,331,023.00 200,000.00 Total 62,62,86,088.25 10,01,27,811

2. The terms of payment to Operational Creditors:

a. The Operational Creditors will assign the entire receivable from the Corporate Debtor to the Resolution Applicant for a consideration of Rs. 10,17,931/-(Rupees Ten Lacs Seventeen Thousands Nine Hundred and Thirty One only). b. Total Resolution amount being Rs. 10,17,931/-(Rupees Ten Lacs Seventeen Thousand Nine Hundred and Thirty One only)would be settled by Resolution Applicant in the under mentioned manner:

Amount Sr. Resolution Name of Creditors Admitted No. Amount (Rs.) (Rs.) 1 DharmarayaBasannaKhavekar 1,25,13,956 1,25,140 2 Maharashtra Goods & Service Tax Department 5,96,62,666 5,96,627 3 MSEB (Refer Note b. below) - 16,652 4 Saikrupa Construction 42,09,401 42,094 5 Dnyanal Engineers 96,577 966 6 Shivam Engineers 6,76,537 6,765

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020

7 Matin Sales Corporation 28,344 283 8 SBICAP Trustee Company Limited 9,48,858 9,489 9 Fabtech Projects & engineers Limited - - 10 Indotech Organics 9,19,520 9,195 11 MallikarjunIrappaBanne 7,64,566 7,646 12 DevappadasharathKhandekar 6,67,588 6,676 13 Swamiraj Electricals 1,28,620 1,286 14 Alfaenzyme Life Science 4,53,173 4,532 15 HedaCehmicals 9,39,923 9,399 16 Thirumala Chemicals & Allied 8,07,120 8,071 17 Praj Industries 59,87,500 59,875 18 Deccan Industrial Company 2,33,414 2,334 19 A D Automations 1,07,935 1,079 20 Onkar Trading Company 1,32,417 1,324 21 Suneel Textiles 40,603 406 22 Risansi Industrial Ltd 3,63,256 3,633 23 Amruta Threads 2,23,659 2,237 24 Jagtap&Jagtap LLP - -

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25 Unique Infra 23,94,543 23,945 26 Utkarsh Private Limited 69,21,041 69,210 27 RMM Associates 3,08,323 3,083 28 Malu Industries 9,456 95 29 RajuKallappaWaghamode 1,60,913 1,609 30 Kolhapur Auto Works - - 31 ShanteshKallappaWaghamode 2,27,903 2,279 32 Shankar Internatiuonal 2,00,000 2,000 Total 10,17,931 10,01,27,811

Note: a. Those claims which are kept under verification by IRP in Information Memorandum are not paid any Resolution Amount. However if IRP/ RP admits the said claims, amount equivalent to 1.00% of their admitted claim shall be paid to the respective Operational Creditor. b. The MSEB department has not filed their claim but intimated to the IRP that the dues amounting to Rs 16,65,242/- are outstanding therefore we have considered the said amount and provided for the resolution amount of Rs. 16,652/-. 3. Resolution Applicant proposes to pay a sum of Rs.10,17,931/-(Rupees Ten Lacs Seventeen Thousand Nine

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020

Hundred and Thirty One only). The amount shall be paid upfront within 57 days from the date of approval of the NCLT order approving the Resolution Plan. 4. All the Operational Creditors as listed above shall be paid as mentioned in the table above as and by way of full and final settlement on assignment of their dues against Corporate Debtor upon approval of Resolution Plan by the NCLT as in the aforesaid manner and no further claim/liability (whether contingent or otherwise) shall be allowed for the same. 5. All the operational creditors are being paid in priority over the payments to the Financial Creditors of the Corporate Debtor. The payments to the Operational Creditors will be made one day prior to the payment to the Secured and Unsecured Financial Creditors. 6. All the admitted operational debts shall be assigned to the RA or nominated party by the RA against the consideration of the settlement amount as proposed in the Resolution plan already submitted. 7. In case there is any addition in the list of Operational Creditors before the order of Hon’ble NCLT approving the Resolution Plan, the Resolution Amount shall be paid to the Operational Creditor as per the treatment proposed to the class of Operational creditors in the Resolution Plan, thereby increasing the Resolution Amount to such extent.

Admitted operational debt of such creditor shall be assigned to the RA or nominated party by the RA against the consideration of the settlement amount. 8. The payments to the operational creditors will not be less than the amount to be paid to such creditors in the event of a MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 liquidation of the corporate debtor under section 53 or the 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. 9. Liability of Corporate Debtor for Operating Creditors shall be restricted to the Claims notified and accepted by Interim Resolution Professional /Resolution Professional and forming parts of Information Memorandum. All other claims of Operational Creditors other than mentioned in Information Memorandum shall be extinguished as per Extinguishment of Claim (III - N of this Resolution Plan). 10. In case there is any addition in the list of Operational Creditor, by virtue of order of Hon’ble NCLT /NCLAT / or any other Appropriate Adjudicating authority in any pending application, The resolution amount shall be paid to such Operational creditors as per the treatment proposed to such class of operational creditors in the resolution plan, thereby increasing the resolution amount to such extent.

I. PROVISION FOR EMPLOYEES AND WORKMEN OF CORPORATE DEBTOR:

1. Total amount of outstanding due to Employees and Workmen of Corporate Debtor as per Information Memorandum and communication with IRP being Rs.38,50,897/- (Rupees Thirty Eight Lacs Fifty Thousand Eight Hundred and Ninety Seven only) as per table given below:

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020

Sr. Particulars Admitted Resolution Payment Terms No. Amount Amount Rs. Rs. 1 Employees and 38,50,897 38,50,897 Within 60 Days from Workmen Dues the date of the NCLT order approving the Resolution Plan

Payment schedule of employees and workmen of corporate debtor:

a. Total amount of dues towards employees and workers of Corporate Debtor as per claim admitted by IRP is Rs.38,50,897/- (Rupees Thirty-Eight Lacs Fifty Thousand Eight Hundred and Ninety Seven only). The said sum shall be paid within 57Daysfrom the date of the NCLT order approving the Resolution Plan.

b. All Workers and Employees of the Corporate Debtor will cease to be employees of the Corporate Debtor on the approval of this Resolution Plan. The said workers and employees maybe appointed afresh by the resolution applicant on its sole discretion, on new terms and condition for such employment.

J. PROVISION FOR STATUTORY DUES PERTAINING TO PROVIDENT FUND

There are no outstanding Statutory Dues pertaining to Provident Fund as per Information Memorandum.

K. PROVISION FOR PAYMENT TOWARDS WORKING CAPITAL

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020

AND CAPITAL EXPENDITURE

The fresh fund of Rs. 32,00,00,000/- (Rupees Thirty-Two Crores only) will be introduced as and when required, as equity/quasi equity or by way of Inter Corporate Deposit in the Company. This capital is required for running the business of the CD for the purpose of capital expenditure and working capital requirement as per the business needs at the discretion of the RA. These funds would be required for maintenance and overhauling of the plant and machinery of the CD to make them operational, replacement of missing parts of the plant and machinery of the CD. Also the funds would be required for pre-operational activities like signing contracts with H & T Contractors, labors and operational expenses for first crushing season of the CD post approval of the Resolution Plan.

L. PROVISION FOR CONTINGENT LIABILITIES OF CORPORATE DEBTOR

1. All the contingent liabilities which may or may not have been confirmed in past, during or before the CIRP or even may be confirmed in the time to come are proposed to be waived off fully. 2. Even any other known or unknown liabilities (whether recorded or not recorded in books) are proposed to be waived off fully.

M. THE INTEREST OF ALL THE STAKEHOLDERS OF THE CORPORATE DEBTOR HAS BEEN DEALT WITH IN THE FOLLOWING MANNER:

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020

Particulars of Type of Admitted Resolution Sr.No. Claim Claim Amount INR Amount (INR) Term of Payment Upfront payment within 5 7 d a y s from the date of 1 CIRP Cost At actual 120,00,000 120,00,000 the NCLT order approving the Resolution Plan. 25.61% Within 58 days from the date of the NCLT order approving the Secured Resolution Plan and 2 Financial Secured 140,75,55,437 303,54,05,058 balance 74.39% by issue of Creditors NCDs, which will be redeemed as per clause III- C(3) Upfront payment within For 59+1 days from the date of Assignment the NCLT order approving Secured -- 7,00,00,000 of balance the Resolution Plan debt through the ARC and/or entity nominated by RA Upfront payment within Unsecured 58days and 58+1 days Financial Unsecured 271,15,80,231 13,21,15,803 from the date of the NCLT Creditors order approving the Resolution Plan. 3 Upfront payment within 58 days and 58+1 days For from the date of the NCLT Assignment Unsecured -- 8,21,15,802 order approving the of balance Resolution Planthrough debt the ARC and/or entity nominated by RA Upfront payment within Operational 5 7 d a y s from the date of 4 Unsecured Creditors 10,01,27,811 10,17,931 the NCLT order approving the Resolution Plan Upfront payment within Workmen 5 7 d a y s from the date of 5 and Unsecured 38,50,897 38,50,897 the NCLT order approving Employees the Resolution Plan

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Working capital required for the purpose of Working installing missing 6 Capital UnSecured machinery parts, - 32,00,00,000 required maintenance of Plant and Machinery and Advance to be paid to H&T vendors Total 586,29,63,997 202,86,55,870

N. PROVISION FOR MANAGEMENT AND CONTROL OF BUSINESS OF THE CORPORATE DEBTOR AND IMMUNITY TO RESOLUTION APPLICANT:

The management and control of Corporate Debtor shall be handed over to the Board of Directors of Resolution Applicant for proper running and operational of the plant of the Corporate Debtor subject to approval of Committee of Creditors and Adjudicating Authority.

O. PROVISION for SUPERVISION OF RESOLUTION PLAN AND ITS IMPLEMENTATION:

1. Once the resolution plan is approved by the Committee of Creditors and Adjudicating Authorities, the Monitoring Committee shall supervise the implementation and execution of Resolution Plan.

2. Proposed Composition of Monitoring Committee is as under:

Member Designation Remuneration Tenure

1 Resolution Chairman 35,000/month From the date of Professional approval of Resolution Plan 2 Resolution Member - Applicant

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020

3 Resolution Member - by Hon’ble Applicant NCLT 4 Representative of Member - Till Successful Completion of Canara Bank Resolution Plan (Financial as certified by Creditors) the Committee 5 Representative of Member - State Bank of India (Financial Creditors)

3. Functions of the Monitoring Committee a. Resolution Applicant shall submit Monthly Progress Report to the Committee.

b. Conduct monthly meeting to monitor the resolution progress for effective implementation of resolution plan.

c. Take appropriate actions required for successful implementation of Resolution Plan.

d. None of the Monitoring Committee member shall be personally liable for any acts/ omissions in respect of the Resolution Plan and shall not be liable to any third party.

e. The remuneration as mentioned above shall be inclusive of all the out of pocket expenses for travel and stay, if any.

f. The Resolution Applicant shall submit a timely progress report in the format suggested by the CoC to appraise them about the supervision of the implementation of the Resolution Plan. All the monitoring committee members may claim reimbursement of allowances for travelling, conveyance and boarding, at actual basis.

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020

P. THE COMPLIANCE OF THE RESOLUTION PLAN IS AS UNDER:

Section of Requirement with respect to Resolution Plan Clause of Complia the Code / Resolution nce (Yes / Regulation Plan No) No. 25(2)(h) Whether the Resolution Applicant meets the Yes criteria approved by the CoC having regard to the complexity and scale of operations of business of the CD? Section 29A Whether the Resolution Applicant is eligible to Affidavit by Yes submit resolution plan as per final list of Resolution Resolution Professional or Order, if any, of the Applicant Adjudicating Authority? Section Whether the Resolution Applicant has Affidavit by Yes 30(1) submitted an affidavit stating that it is eligible? Resolution Applicant Section Whether the Resolution Plan- 30(2) (a) provides for the payment of insolvency Part-III-B Yes resolution process costs? (Page No. 21)

Part-III-F Yes (b) provides for the payment to the (Page No. 38 operational creditors? to 41)

(c) provides for the payment to the financial Part-III-E Yes creditors who did not vote in favour of (Page No. the resolution plan? 37)

(d) provides for the management of the Part-III-R Yes affairs of the corporate debtor? (Page No. 70 to 72)

(e) provides for the implementation and Part-III-S Yes supervision of the resolution plan? (Page No. 72 to 73) (f) contravenes any of the provisions of the law for the time being in force? Part-VI Yes Section Whether the Resolution Plan 30(4) (a) is feasible and viable, according to the Yes,

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CoC? Annexur e No. 3 of the Resolutio n Plan (b) has been approved by the CoC with 66% voting share? Yes, the said Resolutio n Plan has been Approved by a majority 76.63% Section Whether the Resolution Plan has provisions for Part-III-P Yes 31(1) its effective implementation plan, according to (Page No. 65 the CoC? to 66) Regulation Whether the Resolution Professional made a Yes, the 35A determination if the corporate debtor has been IRP/RP subjected to any transaction of the nature has covered under sections 43, 45, 50 or 66,before determin ed the one hundred and fifteenth day of the transacti insolvency commencement date, under on of the intimation to the Board? nature covered under section 43, 66. The said transacti on have been intimated to the Board. Regulation3 Whether the amount due to the operational Part-III-F, Yes 8(1) creditors under the resolution plan has been Para No. 3, given priority in payment over financial 4 and 5 creditors? (Page No. 40) Regulation Whether the resolution plan includes a Part-III-P, Yes 38(1A) statement as to how it has dealt with the Para No. 3 interests of all stakeholders?

(Page No. 65 to 66) Regulation (i) Whether the Resolution Applicant or Part-VI No 38(1B) any of its related parties has failed to MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 implement or contributed to the failure of implementation of any resolution plan approved under the Code. NA NA (ii) If so, whether the Resolution Applicant has submitted the statement giving details of such non-implementation? Regulati(oan) Whether the Resolution Plan provides: 38(2) (a) the term of the plan and its implementation Part-III-P Yes schedule? (Page No. 65 to 66) (b) for the management and control of the Part-III-R Yes business of the corporate debtor during its (Page No. 70 term? to 72) (c) adequate means for supervising its Part-III-S Yes implementation? (Page No. 72 to 73) 38(3) Whether the resolution plan demonstrates that – (a) it addresses the cause of default? Part-III-A Yes Point No. 3 (Page No. 18 to 19) (b) it is feasible and viable? Yes (c) it has provisions for its effective Part-III-P Yes implementation? and Part-III- S (d) it has provisions for approvals required and the timeline for the same?

Part-III-L Yes Point No. 5 (Page No. 55 (e) The Resolution Applicant has the to 56) Capability to Implement the Resolution Plan? Yes 39(2) (b) Whether the RP has filed applications in respect Yes of transactions observed, found or determined by him? Regulati(ocn) Provide details of performance security received, RA 39(4) as referred to in sub-regulation (4A) of regulation undertak

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36B. e to provide performa nce security within 7 working days of Issuance of Letter of Intent i.e. on or before 18/08/2 022 Regulation An undertaking by the prospective Affidavit by Yes 39(1) C resolution applicant that every information Resolution and records provided in connection with or in Applicant the resolution plan is true and correct and discovery of false information and record at any time will render the applicant ineligible to continue in the corporate insolvency resolution process, forfeit any refundable deposit, and attract penal actionunder the Code

11. OBSERVATIONS AND FINDINGS:

i. As per IBC Code 30(2)(a) – A Resolution Plan provides for the payment of insolvency resolution process costs in a manner specified by the Board in priority to the payment of other debts of the corporate debtor. ii. As per Section 30(2)(b), the Respondent has agreed to pay Operational Creditors an amount which shall not be less than liquidation value or the amount that would have been paid to such creditors if the amount to be distributed under the Resolution Plan is distributed in accordance with priority under Section 53(1), whichever is higher. iii. The Resolution Applicant has also agreed that dissenting financial creditors shall be paid in priority.

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 iv. The plan provides for the management of the affairs of the Corporate Debtor after approval of the Resolution Plan. Section 30(2)(d). v. The plan provides for a term of the plan, implementation schedule and supervision of the Resolution Plan under Section 30 (2) (d) & Regulation 38(2)(c). vi. The Resolution Plan does not contravene any of the provisions of the law for the time being in force - Resolution Plan provides for the implementation and supervision of the resolution plan as per Section 30(2) (e) vii. The Resolution Applicant has given a declaration that the Resolution Plan does not contravene any provisions of the law for the time being in force as per Section 30(2)(f). viii. As per IBBI Guidelines 38(1)(b) - the amount payable under a Resolution Plan -to the financial creditors, who have a right to vote under sub-section (2) of section 21 and did not vote in favour of the Resolution Plan, shall be paid in priority over financial creditors who voted in favour of the plan. ix. The resolution applicant or any of its related parties has not failed to implement or contributed to the failure of implementation of any other resolution plan approved by the Adjudicating Authority at any time in the past. x. The Resolution Plan is in compliance of the Regulation 38 of the Regulations in terms of Section 30(2)(f) as under: a. The amount due to the operational creditors under a resolution plan shall be given priority in payment over financial creditors. Regulation 38(1). b. The Resolution Plan has all the adequate means of supervising of the implementation of the Plan as required under Regulation 38(2) (c), of the IBBI, Insolvency resolution process for corporate persons, Regulation 2016.

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 c. Provides for the payment of CIRP Costs in priority to the repayment of any other debts of the Company (Regulation 38(1)(a)). d. Provides for the manner of implementation and supervision of the Resolution Plan and adequate means for implementation and supervision of the Resolution Plan. e. The amount payable under a resolution plan to the Financial Creditors, who have right to vote under sub-section (2) of section 21 and did not vote in favor of the resolution plan, shall be paid in priority over financial creditors who voted in favour of the plan. f. The Resolution Applicant confirms that to the best of the knowledge of the Resolution Applicant, the Resolution Plan is not in contravention of the provisions of Applicable Law and is in compliance with the Code and the CIRP Regulations. g. The Resolution Applicant confirms that the Resolution Applicant and its connected persons are not disqualified from submitting a resolution plan under Section 29A of the Code and other provisions of the Code and any other Applicable Law. h. The plan provides for the management and control of the business of the Corporate Debtor during its term. i. All the above factors demonstrate that the plan address as the cause of default and the Resolution Applicant has the capacity to implement the Resolution Plan. j. That the Resolution Applicant or any of its related parties has never failed to implement or contributed to the failure of implementation of any other Resolution Plan approved by the Adjudicating Authority at any time in the past. This is in compliance of Regulation 38(1)(b) of the Regulations.

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 k. The interests of all stakeholders (including Financial Creditors, Operational Creditors and other creditors, guarantors, members, employees and other stakeholders of the Company, keeping in view the objectives of the Code (Regulation 38(1A)).

12. The Resolution Plan has been approved in the 20th meeting held on 27th July 2022 with 76.63% voting in accordance with the provisions of the Code. 13. In K. Sashidhar v. Indian Overseas Bank & Others: 2019 SCC Online SC 257 (2019) 12 SCC 150) the Hon’ble Apex Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan as approved by CoC meets the requirements specified in Section 30(2). The Hon’ble Court observed that the role of the NCLT is ‘no more and no less’. The Hon’ble Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is limited to scrutiny of the Resolution Plan “as approved” by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements. 14. In India Resurgence Arc Private Limited vs. Amit Metaliks Limited and Ors. (2021) the Hon’ble Apex Court held that the process of consideration and approval of resolution plan is essentially within the commercial wisdom of Committee of Creditors (CoC). The scope of judicial review remains limited under Section 30(2) of the Insolvency

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 and Bankruptcy Code (IBC), 2016 by which the court would examine that the resolution plan does not contravene any statutory provisions and it conforms to such other requirements as may be specified by the Board. The court held that the process of judicial review cannot be stretched if all the above-mentioned requirements have been duly complied with and that dissenting financial creditor, expressing dissent over the value of security interest held by it, cannot seek to challenge an approved Resolution Plan. Lastly, it was held that Section 30 of the IBC, 2016 only amplified the considerations for the CoC while exercising its commercial wisdom so as to take an informed decision in regard to the viability and feasibility of resolution plan, with fairness of distribution amongst similarly situated creditors; and that the business decision taken in exercise of the commercial wisdom of CoC does not call for interference unless creditors belonging to a class being similarly situated are denied fair and equitable treatment. 15. The Hon’ble Apex Court at para 42 in Committee of Creditors of Essar Steel India Limited Vs. Satish Kumar Gupta & Ors.: (2019) SCC Online, has clearly laid down that the Adjudicating Authority would not have power to modify the Resolution Plan which the CoC in their commercial wisdom have approved.

“Para 42- Thus, it is clear that the limited judicial review available, which can in no circumstance trespass upon a business decision of the majority of the Committee of Creditors, has to be within the four corners of section 30(2) of the Code, insofar as the Adjudicating Authority is concerned, and section 32 read with section 61(3) of the Code, insofar as the Appellate Tribunal is concerned, the parameters of such review having been clearly laid down in K. Sashidhar (supra).”

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020

16. In view of the above cited case law, the legislature has given paramount importance to the commercial wisdom of committee of creditors (CoC) and the scope of judicial review by the Adjudicating Authority (AA) is limited to the extent of scrutiny provided under section 31 of Code and the direction of the Appellate Authority is limited to the extent provided under sub-section (3) of section 61 ofthe Code.

17. In view of the discussions, this Bench is of the considered view that the instant Resolution Plan meets the requirements of Section 30(2) of the Code and Regulations 37, 38, 38(1A) and 39(4) of the Regulations. The Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law. The Resolution Plan is feasible and viable. The Resolution Plan balances the interest of all the stakeholders and thus it deserves to be approved.

ORDER a) The Interlocutory Application No. 3246 of 2022 is allowed. The Resolution Plan submitted by M/s. Autade Sugars Private Limited, is hereby approved. It shall become effective from this date and shall form part of this order. It shall be binding on the Corporate Debtor, its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of payment of dues arising under any law for the time being in force is due.

b) The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the Registrar of Companies (RoC), concerned for information

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 and record. The Resolution Applicant, for effective implementation of the Plan, shall obtain all necessary approvals, under any law for the time being in force, within such period as may be prescribed.

c) The moratorium under Section 14 of the Code shall cease to have effect from this date.

d) The Monitoring committee shall supervise the implementation of the Resolution Plan and shall file status of its implementation before this Authority from time to time, preferably every quarter.

e) The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI along with copy of this Order for information.

f) The Applicant shall forthwith send a copy of this Order to the CoC and the Resolution Applicant for necessary compliance.

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

h) The Resolution Professional shall stand discharged from his duties with effect from the date of this Order, save and except those duties that are enjoined upon him for implementation of the approved Resolution Plan.

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

MUMBAI BENCH, COURT-V I.A. No. 3246 of 2022 In C.P. No.1398 of 2020 j) The Interlocutory Application No. 3246 of 2022 is accordingly allowed.

SD/- SD/- Madhu Sinha Reeta Kohli Member (Technical) Member (Judicial) /Aakansha/