Approval of Resolution Plan- Furnace Fabrica (India) Limited

Appearances: For the Applicant Mr. Pulkitesh Dutt Tiwari, Advocate Ms. Varsha, Advocate r the Successful Resolution Applicant: Mr. Nipun Singhvi,Advocate

IN THENATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. Furnace Fabrica (India) Limited

ORDER PER CORAM 1. The present application IA(IBC) (Plan)/01/KOB/2025 has been filed by Mr. Alok Kumar Agarwal, Resolution Professional of Furnace Fabrica (India) Limited underSection 30(6) & 31 ofInsolvency and Bankruptcy Code, 2016, read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, for approval of the Resolution Plan submitted by, Mr. Suresh Wavia, Successful Resolution Applicant. 2. ABOUT THE CORPORATEDEBTOR The Corporate Debtor, Furnace Fabrica (India) Limited (hereinafter referred to as the Corporate Debtor / the Company) is a Company incorporated on 03.12.1985, having its Registered Office at Opposite to MILMA Dairy,Edapally,Kochi, Kerala - 682024 and its Corporate Offices at C/15-16, TTC MIDC Area, Pawane Village, Thane-Belapur Road, Navi Mumbai, Maharashtra 400705. The Corporate Debtor is engaged in the -businessofproviding engineering, procurement, and construction services on a turnkey basis for process plants in diverse industrial sectors, including fertiliser, iron & steel, zinc, copper, alumina, sulphuric acid, chemicals, cement, petroleum & petrochemicals industries, and tankage solutions. The Company also has a technology collaboration with Outotec GmbH, Germany (formerly Lurgi Metallurgie GmbH) for the establishment of sulphuric acid plants in India.

IN THENATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. Furnace Fabrica (India) Limited

CIRP OF THE CORPORATE DEBTOR 3. The Corporate Debtor is presently undergoing the Corporate Insolvency Resolution Process in accordance with the provisions ofthe Insolvencyand Bankruptcy Code, 2016. An application bearing CP(IBC)/14/KOB/2023 was filed by State Bank ofIndia, a Financial Creditor,under Section 7 ofthe Code seeking initiation ofCorporate Insolvency Resolution Process against the Corporate Debtor. 4. This Adjudicating Authority, vide its order dated 01.11.2023, admitted the said application,thereby commencingthe Corporate InsolvencyResolution Process in respect of the Corporate Debtor. By the same order, Mr. Alok Kumar Agarwal, bearing IBBI Registration No. IBBI/IPA-OOI/IP- P00059/2017-2018/10137 was appointed as the Interim Resolution Professional. Subsequently, inthe 1stMeeting ofthe CommitteeofCreditors ofthe Corporate Debtor held on 28.11.2023, Mr. Alok Kumar Agarwal was confirmed as the Resolution Professional to continue managing the affairs of the Corporate Debtor during the Corporate Insolvency Resolution Process. 5. The key dates and events during the CIRP period are tabulated hereunder:

S.No. Date Event Description 1 01.11.2023 Admission of CIRP under Section 7 of IBC by NCLT

2 03.11.2023 Paper Form A, inviting claims

3 28.12.2023 1st Paper Publication in Form G, inviting EOI

IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. Furnace Fabrica (India) Limited

4 30.01.2024 2nd Paper Publication in Form G, inviting EOI

5 27.02.2024 3rd Paper Publication in Form G, inviting EOI

6 07.03.2024 4th Paper Publication in Form G, inviting EOI

7 22.03.2024 Last date for submission ofthe Resolution Plan as per the 4th paper publication ofForm G.

8 29.05.2024 At the 7th COC meeting, the Applicant informed that 3 out of 10 shortlisted PRAs submitted resolution plans, which were opened before the COC and the PRAs.

9 28.10.2025 At the 22nd COC meeting, legal compliance of resolution plans from Mr Suresh Wavia and Mr Surinder A. Sabhlok was discussed, and the plans were put to a vote on 30.10.2024.

10 05.02.2025 The Resolution Plan submitted by Mr Suresh Wavia was approved with 100% voting in favour in the 22nd meeting ofthe COC.

11 26.08.2025 Revised Form H submitted

12 15.09.2025 Addendum 2 dated 13th September, 2025, of the Resolution Plan submitted by SRA Mr. Suresh

IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. Furnace Fabrica (India) Limited

Wavia was approved with 89.19% voting share in the 30th meeting ofthe COC.

6. As required under Regulation 6 ofthe IBBI (InsolvencyResolution Process for Corporate Persons) Regulations, 2016, a public announcement was made by the Interim Resolution Professional. This announcement was published in two newspapers in Kochi, namely The Financial Express (English) and Metro Vaartha (Malayalam), and two newspapers in Mumbai, namely The Financial Express (English) and Avakal (Marathi). The announcement was also published on the website of the Insolvency and Bankruptcy Board ofIndiato invite claims. 7. The Applicant received total claims of Rs. 2,29,70,25,830/- from secured financial creditors, of which Rs. 2,25,00,47,482/- were fully admitted. Additionally, claims from operational creditors amounting to Rs. 7,69,98,41,744/-, out of which Rs. 4,63,19,40,200/- were admitted in entirety. 8. At the second meeting of the Committee of Creditors held on 18.12.2023, the Applicant sought approval for the issuance of the Request for Resolution Plan, Evaluation Matrix, appointment ofregistered valuers,and publication of the invitation for Expression of Interest in Form G. The Committee of Creditors approved all these matters with 100% voting in favour.Form G was first published on 28.12.2023 in The Financial Express, setting 12.01.2024 as the last date for submission ofExpression ofInterest. 9. Subsequently, at the third meeting of the Committee of Creditors held on 25.01.2024, the Applicant informed that three Expressions of Interesthad en received. In the interest of value maximisation and to invite more

IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. Furnace Fabrica (India) Limited competitive bids, the Committee of Creditors approved the withdrawal of the earlier Form G and its re-publication. The Form G was re-published on 30.01.2024, with 14.02.2024 as the new deadline. However, considering that only two new Expressions of Interest were received and four additional parties requested an extension, the Committee of Creditors, in its fourth meeting held on 27.02.2024, approved the withdrawal and re-publication of Form G once again. Accordingly, Form G was published on 07.03.2024, with 22.03.2024 as the last date for submission of Expression of Interest. In response, six new prospective resolution applicants submitted their Expressions of Interest, and four earlier applicants confirmed their continued interest. One applicant, M/s. Luvkush Corporation Private Limited withdrew its Expression of Interest and was refunded the earnest money deposit. 10. At the fifth meeting ofthe Committee of Creditors held on 08.04.2024, the Applicant highlighted that the Corporate Insolvency Resolution Process was required to be completed within one hundred and eighty days, i.e., by 29.04.2024.

Given the timelines involved in the fresh publication and evaluation process, the Committee of Creditors approved a resolution to seek an extension ofninety days under Section 12(2) ofthe Insolvencyand Bankruptcy Code, 2016. This Adjudicating Authority, by its order dated 05.06.2024, extended the till 28.07.2024. process 11. At the seventh meeting held on 29.05.2024, the Applicant informed the Committee of Creditors that out ofthe ten finalised prospective resolution applicants, three had submitted their resolution plans. The sealed resolution plans opened before the Committee of Creditors and the were IN THENATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. Furnace Fabrica (India) Limited resolution applicants to ensure transparency. 12. The resolution plans submitted by Mr. Suresh Wavia, Mr. Surinder A. Sabhlok, and Derit Infrastructure Private Limited were discussed in detail during the ninth and tenth meetings of the Committee of Creditors. All three applicants expressed their willingness to participate in a challenge mechanism to maximise value. Accordingly, the Committee of Creditors adopted the challenge mechanism as the further course of action.

13. From the twelfth to the seventeenth meetings of the Committee of Creditors, the challenge mechanism process was conducted with the participation of all three resolution applicants. The members also held individualdiscussions and negotiations with each applicant. The applicants were allowed to submit final resolution plans incorporating their revised offers. Final plans were received from Mr. Suresh Wavia and Mr. Surinder A. Sabhlok, while Derit Infrastructure Private Limited confirmed that its earlier submission dated 23.08.2024 would be treated as its final plan. 14. Atthe seventeenth meeting held on 17.09.2024, the Committee ofCreditors informed that the extended period for completing the Corporate was Insolvency Resolution Process would end on 27.09.2024. However, since the final revised resolution plans were still under review and subject to diligence and compliance checks, the Committee of Creditors approved for an exclusion of sixty days from the process timeline. This Adjudicating Authority, vide order dated 06.11.2024, granted a further ninety-day extensionup to 26.12.2024.

15. At the twenty-second meeting of the Committee of Creditors held on the resolution plans submitted by Mr. Suresh Wavia and Mr.

IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. Furnace Fabrica (India) Limited

Surinder A. Sabhlok were reviewed for legal compliance. These plans were then placed for e-voting, which commenced on 30.10.2024. 16. The e-voting on the resolution plans commenced on 30.10.2024 and concluded on 05.02.2025. Upon the conclusion ofvoting, the Committee of Creditors approved the resolution plan submitted by Mr. Suresh Wavia, with 100% voting in favour. 17. On 25.08.2025, the Learned Counsel sought time to file Form H in the new format. Subsequently, the revised Form H was filed on 26.08.2025. 18. During the hearing, this Bench observed that the amount proposed to be paid to the employees ofthe Corporate Debtor appeared to be on the lower side. It was further noted that, in terms of Section 53 ofthe Insolvencyand Bankruptcy Code, 2016, the employees are entitledto atleast their dues for the period of twelve months preceding the commencement of the insolvency proceedings. Accordingly, the Bench observed that the Committee of Creditors and the Successful Resolution Applicant may reconsider the payments proposed to the employees and directed the Committee of Creditors and the Resolution Professional to explore the possibility of a reallocation of claim amountsto ensure a higher payout to them. 19. Subsequently, in the 30th meeting of the Committee of Creditors, detailed deliberations were held over three sessions conducted on 10th September 2025, 12th September 2025, and 15th September 2025. After due consideration, the Committee of Creditors restructured the financial proposal under the resolution plan as SecondAddendum to the Resolution Ian and passed the following resolution with a voting majority of89.19%: LAD

IN THENATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. Furnace Fabrica (India) Limited "RESOLVED THAT the consent of the Committee of Creditors be and is herebyaccorded to approve theAddendum no. 2 dated 13.09.2025aspart ofthe Resolution Plan dated 17.10.2024 ofMr. Suresh Wavia, as tabled before the Committee ofCreditorsfortheir deliberation." "FURTHER RESOLVED THATthe Resolution Professionalbe andishereby authorised to take all necessary steps. do all such acts, deeds and things, and tofile necessarydocuments, applications or submissions before the Hon'bleNULTandanyotherauthority as maybe required in this regard."

20. TOTAL CIRP EXTENSIONS xtension IA no. Date Date to Remark from 1. 29.04.2024 28.07.2024 90 days 2. 28.07.2024 27.09.2024 60 days 3. 27.09.2024 26.12.2024 90 days 4. 26.12.2024 09.02.2025 45 days 5. 09.02.2025 11.03.2025 30 days

Total Days Extended 315 days

21. BRIEF OUTLINE OF THE RESOLUTION PLAN OF THE SRA: a) The Resolution Applicanthas proposed a TotalResolution Plan Amount of Rs. 82,50,00,000/- (Rupees Eighty-Two Crores Fifty Lakhs Only) to be utilised towards settlement of claims of all stakeholders. The proposed amount shall operate as a full and final settlement and discharge of all claims and debts against the Corporate Debtor, whether admitted or unadmitted, crystallised or contingent, secured or unsecured, known or unknown, or recorded or unrecorded in the Information Memorandum and financial statements ofthe Corporate Debtor.

IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. Furnace Fabrica (India) Limited b) Immediately upon the Transfer Date, all existing shares of the Corporate Debtor shall stand cancelled without any consideration to existing shareholders, and fresh equity shares shall be issued to the Resolution Applicant in accordance with the capital structure requirements of the Corporate Debtor. The Earnest Money Deposits ofRs. 50,00,000/- (Rupees Fifty Lakhs Only) and Rs. 25,00,000/- (Rupees Twenty-Five Lakhs Only) already paid shall be adjusted against the Performance Bank Guarantee upon declaration ofthe Resolution Applicant as the Successful Resolution Applicant. c) The Resolution Plan is stated to be fair,equitable, and compliant with the Code and the Regulations.Ifany modifications in distribution are required, the Total Resolution Plan Amount shall be reallocated among stakeholders in accordance with applicable directions, without any increase in the overall proposed amount. From the Approval Date, all corporate or bank guarantees and securities provided by the Corporate Debtor shall stand permanently extinguishedor waived,subject to the Resolution Applicant's limited liability of Rs. (Rupees Thirty Lakhs Only) for encashedor invoked guarantees. Notwithstanding the extinguishment of such obligations, the rights of Financial Creditors against obligors, including Personal Guarantors and members of the Promoter Group, to recover outstanding settlementamountsshall continue. d) The Resolution Applicant is committed to closely monitoring and managing the implementation of the revival plan, with periodic reviews and necessary adjustments to address operational, financial, and market challenges. By leveraging its experience, strategic planning, and resource capabilities, the Resolution Applicant aims to restore the Corporate

IN THE NATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. FurnaceFabrica (India) Limited

Debtor's profitability, strengthen its market position, and deliver sustainable long-term growth for all stakeholders. 22. DETAILSOF THE SUCCESSFUL RESOLUTIONAPPLICANT a) Suresh Wavia has been the CEO and Managing Director of Greenscape Group since 2005, playing a pivotal role in transforming the company into a leading name in luxury real estate. A graduate of the prestigious Rajkumar College in Rajkot, one of India's oldest and most respected educational institutions, he brings a refined aesthetic sensibility and a visionary approach to infrastructuredevelopment. b) Under his leadership, Greenscape Group has delivered a series oficonic and innovative real estate projects across Mumbai, Khandala, and Gujarat. These developments are known not only for their superior construction quality but also for their unique design and attention to detail, setting new benchmarks in luxury living and architectural excellence. c) Beyond his professional achievements, Suresh Wavia is deeply committed to industry advancement and social responsibility. He is an active member of CREDAI BANM (Builder's Association of Navi Mumbai), contributing to the broader growth and regulation ofthe real estate sector. Additionally, he serves as a Trustee on the Corporate Social Responsibility Board of Sterling Hospital in Gujarat, and is passionately involved in initiatives that support the education of underprivileged children. d) In recognition of his contributions to luxury real estate, he was with the Times Realty Icon Award in 2018 for Meraki Life, a IN THENATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. FurnaceFabrica (India) Limited standout luxury villa project in Khandala that exemplifies his commitmentto elegance, innovation, and lifestyle excellence. e) Shareholding of Resolution Applicant: -

S*NO. Name of Entity 0/0 Of the shareholding held bv Resolution A )lieant 1 Greenscape Builders and Developers 35 2 Greenseape Builders 35 3 Greenscape Buiitcon LLP 80 4 Greenscape -IT Park LLP 70 Greenscape Kalpana Struct-Con 33 6 Greenscape Realty 55 7 Greenscape Realty LLP 75 8 Greenscape Shakti Ventures 25 9 Greenscape Ventures 56 IO Greenscape Realcon Pvt.Ltd. 70 Futurescape 91Qchnologies Pvt Ltd. 12 Cireenseape Developers Pvt Ltd. 57,02 f) Projects that are currently in progress and being handled by the Resolution Applicant:-

Nameofthe Area in NO ProjectName Location Type OwnershipType Company sqft Greenscape Roadpali.Navi ResidentialCum Developers Eternia JDA 137,954 Mumbai Commere Pvt. Lid. Mahape,Navi 2 CyherWorks ITPark Owned Ventures Mtlftibai Cireenscape Navi Shakti CBD6 four Commercial Owned I€14.192 Mumbai Ventures ('ireenscape Nerul,Navi 4 Code IT Park Owned Reattv Mumbai Greenscape 5 MerakiLife Lonavala Villas JDA LLP Greenseape IT CyberSquare Nerul,Navi 6 ffPark Osisned 10.35763 Park LIT Mumbai

IN THENATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. Furnace Fabrica (India) Limited

23. DELIBERATION OF THE COC ON THE FEASIBILITYOF THE PLAN The Resolution Plan was discussed, debated, and approved by the Committee of Creditors with 100% voting power in the 22nd Committee of Creditors. The Resolution passed in the 22nd Committee of Creditors is extracted hereunder: -

Recording Deliberations onfeasibilityand viability ofeach resolution plan: All the COC members deliberated on thefeasibility and viability ofeach resolution plan and noted as under: 2. Mr. Suresh Wavia: a. The resolution plan valueis above the Liquidation Value. b. The Resolution applicant hasprovidedproofoffunds. c. The term of resolution plan is 2 months from the approval of resolution plan byHon 'bleNCLTwhich is adequate and reasonable. Therefore, all the COCmemberspresentin the meeting recorded their deliberations that the resolution plansubmitted byMr. Suresh Wavia isfeasible and viable. "RESOLVED THATpursuant to Section 30(4) ofIBC 2016 and Regulation 39 ofthe Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations2016, the ResolutionPlan dated 17th October, 2024 received from Suresh Wavia, the Resolution Applicant, along with response of queries & rectifications thereof, receivedfrom the him on certain aspects, which were duly incorporated in the said Resolution Plan which was placed beforethe Committee of Creditors, be and is hereby approved in the CIR Process ofFurnace Fabrica (India) Limited, Corporate Debtor; RESOLVEDFURTHER THATthe Resolution Professionalbeandis herebyauthorized to submit Resolution Plan, as approved herein above, to Adjudication Authority along with compliance certificatein Form H ofthe Schedule and to do allsuch acts and deeds as may be necessaryand expedientrelating thereto."

IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. Furnace Fabrica (India) Limited

24. FINANCIAL PROPOSAL UNDERTHE RESOLUTION PLAN IS TABULATED BELOW: Sr. Category orStakeholders Amount Amount Amount Previously Revised Amount Claimed (INR) Admitted (iNR) Provided under (INR) Resolution Plan INR) CIRP cost Actuals I.OO.OO.OOO SecuredFinancial Creditors I !.52.40,276 76.08.10.822 76.08.i0.822 Unsecured Financial 709 27-25,027 27.259027 3 Cs'reditors Operational Creditors Io 'ees) 17,35.27.854 (l)nerational Creditors I.24.42,946 4 Em Io •ees- Gratuit Operational Creditors 3.54477.50.362 17402.698 (Government Dues 5 O 'erationalCreditors 1,46.83.296 1€46.83 296 Operational Creditors (Otherthan Workmen, 3.57.97,34.135 22-00.069 6 Em lovees & Govt. Dues) Other Creditors(Other than Financial & Operational 3.95,22i 7 Creditors) S Provision iVjr Bank Guarantee Protection 30.00.000 Total 82-50,00 coo

1) CIRP Costs:- The Resolution Applicant proposes to pay the entire Corporate Insolvency Resolution Process Cost of Rs. (Rupees One Crore) in full and with priority on the Transfer Date, provided there is no stay on the implementation ofthe Resolution Plan by any court or authority. This amount will be the first charge on the Total Resolution Plan Amount. If the actual Corporate Insolvency Resolution Process Cost exceeds Rs. 1,00,00,000/-,the excess will be deducted from the amount allocated to Secured Financial Creditors. Once the Corporate Insolvency Resolution Process Costs are fully paid, no further claims or liabilities under Corporate Insolvency

IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. Furnace Fabrica (India) Limited

Resolution Process Costs shall be payable by the Resolution Applicant or the Corporate Debtor. If there is no unpaid Corporate Insolvency Resolution Process Cost as on the approval date, the amount earmarked for CIRP Cost will instead be distributed to the Secured Financial Creditors, in addition to the proposed Rs.

2) Secured Financial Creditor:- The Resolution Applicant proposes to pay Rs. 76,08,10,822/- (Rupees Seventy-Six Crores Eight Lakhs Ten Thousand Eight Hundred and Twenty-TwoOnly) to the Secured Financial Creditors against the admitted claim of Rs. 171,52,40,276/- (Rupees One Hundred Seventy-One Crores Fifty-TwoLakhs Forty Thousand Two Hundred and Seventy-Six Only), within 60 days from the Approval Date. Recoveries from trade receivables, deposits, or arbitration matters accrued till the Transfer Date shall be shared in a 75:25 ratio between the Secured Financial Creditors and the Resolution Applicant, respectively.Liability towards bank guarantees is capped at Rs. and any unutilised portion shall be paid to the Secured Financial Creditors. 3) Unsecured Financial Creditor:- The Resolution Applicant proposes to pay Rs. 27,25,027 (Rupees Twenty-Seven Lakhs Twenty-Five Thousand and Twenty-Seven Only) to the Unsecured Financial Creditors (other than those belonging to Creditors in a Class) against the admitted claim of Rs. 27,25,02,709 (Rupees Twenty-SevenCroresTwenty-Five Lakhs Two

IN THENATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. FurnaceFabrica (India) Limited

Thousand Seven Hundred and Nine Only). The proposed amount shall be distributed on a pro-rata basis among such creditors on the TransferDate, in full and final settlementoftheir admitted dues. 4) Operational creditors (Employees): - The Resolution Applicant proposes to pay an amount of Rs. 2,94,82,867/- (Rupees Two Crore Ninety-Four Lakhs Eighty-Two Thousand Eight Hundred and Sixty-Seven Only) towards the admitted claims of the Operational Creditors (Employees) against the admitted claim of Rs. 14,62,85,936 (Rupees Fourteen Crores Sixty-TwoLakhs Eighty-Five Thousand Nine Hundred and Thirty-Six Only). The said amount includes payment of gratuity of Rs. 1,24,42,946/- (Rupees One Crore Twenty-Four Lakhs Forty-Two Thousand Nine Hundred and Forty-Six Only) in full, and the balance amount shall be distributed on a pro-rata basis among the said creditors towards full and final settlement of their admitted dues. After the Transfer Date, the Successful Resolution Applicant shall review and decide upon the treatment ofthe existingemployees. 5) Operational creditors (Government Dues): - The Resolution Applicant proposes to pay an amount of Rs. 1,63,85,994 (Rupees One Crore Sixty-Three Lakhs Eighty-Five Thousand Nine Hundred and Ninety-Four Only) towards the admitted claims of the Operational Creditors (Government Dues) against the admitted claim of Rs. 356,24,42,658/- (Rupees Three Hundred Fifty-Six Crores Twenty-Four Lakhs Forty-TwoThousand Six Hundred and Fifty-Eight Only). The proposed amount includes

IN THENATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. FurnaceFabrica (India) Limited payment of provident fund dues of Rs. 1,46,83,296/- (Rupees One Crore Forty-Six Lakhs Eighty-Three Thousand Two Hundred and Ninety-Six Only) in full, and the balance shall be distributed on a pro-rata basis among such creditors on the Transfer Date, in full and final settlement of their admitted dues. Any attachments, encumbrances, or claims created by any statutory,government, or semi-government authority in relation to periods before the Approval Date shall stand permanently settled upon such payment. 6) Operational creditors (Other than Workmen & Employees & Government Dues): - The Resolution Applicant proposes to pay Rs. 22,00,069/- (Rupees Twenty-TwoLakhs Sixty Nine Only) to the Operational Creditors against their admitted claims of Rs. 88,00,27,436/- (Rupees Eighty- Eight Crores Twenty-SevenThousand Four Hundred and Thirty Six Only) on the Transfer Date. The proposed amount shall be distributed on a pro-rata basis among such creditors, in full and final settlement of their admitted dues. It is clarified that any claims admitted at a laterstage shall also be treated as OperationalDebt and dealt with in the provided under this Resolution Plan manner without increasing the Total Resolution Plan Amount, and any payments pursuant thereto shall be proportionately adjusted against the amounts proposed to be paid to the Secured Financial Creditors. For abundant clarity, all existing or potential dues and liabilities of the Corporate Debtor, including those owed to Government and Statutory Authorities, in the nature of taxes,

IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. Furnace Fabrica(India)Limited penalties, duties, cesses, fees, interest, fines, levies, licenses, approvals, investigations, litigations, or any financial obligations whatsoever, whether admitted or not, crystallised or contingent, known or unknown, secured or unsecured, shall stand permanently extinguished approval of this Resolution Plan by this upon Adjudicating Authority. Accordingly, neither the Corporate Debtor nor the Resolution Applicant shall have any liability, obligation, or duty in relation thereto. All related proceedings, notices, assessments, or demands shall stand withdrawn, terminated, or abated, and no fresh proceedings shall lie against the Corporate Debtor or its assets. The Resolution Applicant and the Corporate Debtor shall, however, be entitled to avail benefits such as carried-forward losses, unabsorbed depreciation, and credits under the Income-tax Act and other applicable laws, as permissible. 7) Other creditors: -

The Resolution Applicant proposes to pay Rs. 3,95,221/- (Rupees Three Lakhs Ninety-Five Thousand Two Hundred and Twenty-One Only) to the Other Creditors (other than Financial Creditors and Operational Creditors) against the admitted claim of Rs. 7,90,44,200/- (Rupees Seven Crores Ninety Lakhs Forty-Four Thousand and Two Hundred Only). The proposed amount shall be distributed on a pro-rata basis among such creditors on the Transfer Date, in full and final settlementoftheir admitted dues. 25. REVIVAL PLAN & RATIONALE- i. The Resolution Applicant proposes a comprehensive revival plan for IN THENATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. FurnaceFabrica(India) Limited the Corporate Debtor to restore its financial stability and ensure sustainable operations post-acquisition.The Business Plan has been formulated based information available in the Information on Memorandum, public domain data, provisional financial statements, and the fixed asset register of the Corporate Debtor, with the assumption that no alienation, disposal, transfer, or encumbrances have occurred over its assets after the commencement of the Corporate Insolvency Resolution Process, other than as disclosed. ii. The Resolution Applicant has the financial capability, technical expertise, and manpower resources required for effective implementation of this Resolution Plan. The reasons for the present financial distress of the Corporate Debtor include working capital constraints, failure to generate adequate revenue to service debt, lack ofpromoter-led liquidity infusion, and the adverse impact ofthe pandemic on its business. These factors cumulatively led to over-leveraging and eventualdefault in debt servicing. iii. The proposed revival strategy focuses on (i) infusion of requisite funds for resolution of insolvency and settlementof claims, (ii) debt restructuring through settlementin accordance with this Resolution Plan to address the issue of over-leveraging, (iii) revival of business operations through optimized utilization of existing assets, and (iv) generation of revenue through operational efficiencies and market re-engagement. iv. This revival plan provides a viable pathway for turning around the Corporate Debtor,ensuring maximisation of value for stakeholders,

IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. FurnaceFabrica(India) Limited and sustaining the Corporate Debtor as a going concern. 26. FEASIBILITYAND VIABILITY OF THE PLAN The Resolution Plan proposed by the Resolution Applicant complies with the Insolvency and Bankruptcy Code, 2016, and the Corporate Insolvency Resolution Process Regulations, and provides for the revival, construction, refabrication, and development of the assets of the Corporate Debtor, along with the settlement of dues of all Creditors and Stakeholders as detailed in the Financial Proposal forming part ofthe Plan. Leveraging its extensive experience in the real estate sector and its proven technical and managerial capabilities to handle large-scale projects, the Resolution Applicant has laid out a definitive plan to revive and turn around the Corporate Debtor in the best interest of all Stakeholders, supported by a clear framework for implementation and managementto ensure feasibility and viability. 27. IMPLEMENTATION AND MONITORING COMMITTEE i. Term of the Resolution Plan and its Implementation Schedule: - Implementation of the Resolution Plan shall commence from the Approval Date. Within seven business days from the Approval Date, the Monitoring Committee shall be formed. The Transfer Date, being on or before 60 days from the Approval Date, shall mark the formal handover of control and management of the Corporate Debtor to the Resolution Applicant. On the Transfer Date, the following steps shall be undertaken: cessation of existing equity shares and acquisition LAW of 100% of the Corporate Debtor's shares by the Resolution

IN THE NATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reMis. Furnace Fabrica (India) Limited

Applicant; cessation of the existing Board of Directors and induction of the new Board; payment of Corporate Insolvency Resolution Process costs at actuals; payment to Operational Creditors and Secured Financial Creditors; treatment of Unsecured Financial Creditors in accordance with Clause 5(C) ofthe Resolution Plan; and satisfaction and release ofcharge on the Corporate Debtor's assets by Financial Creditors, along with issuance of No Dues Certificates and other necessary documents, in accordance with Clause 5(D) of the Resolution Plan. Allthe abovesteps are expected to be completedas per the indicative timelines specified in this Resolution Plan to ensure smooth and effective implementation. ii. Management and Control of the business of the Corporate Debtor:- a) On and from the Approval Date, the Resolution Applicant shall be entitled to exercise complete and exclusive control over the Corporate Debtor,as per applicablelaws and in accordance with the proposed shareholding structure. b) On and from the date of submission of the Performance Bank Guarantee till the time the Monitoring Committee is formed and assumes supervision, the operations of the Corporate Debtor shall be continued by the Resolution Professional in accordance with the provisions ofthe Code. c) From the Approval Date till the Transfer Date, the Monitoring Committee shall oversee the affairs ofthe Corporate Debtor and ensure compliance with the provisions ofthe Resolution Plan.

It IN THE NATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. FurnaceFabrica(India) Limited shall not take or omit to take any actions that may adversely affect the successful implementation ofthe Resolution Plan. d) On the Transfer Date, the Monitoring Committee shall stand dissolved automatically,and the control and managementofthe Corporate Debtor shall vest solely with the reconstituted Board ofDirectors appointed by the Resolution Applicant. e) The Monitoring Committee, Resolution Professional, and all relevant stakeholders shall, on a best-effort basis, provide the necessary documents, records, and information to enable the Resolution Applicant to take full control over the assets and operations ofthe Corporate Debtor. f) As ofthe TransferDate, unless otherwise resolved by the newly constituted Board, all prior powers of attorney or corporate authorizations issued by the Corporate Debtor shall stand revoked. The reconstituted Board shall have full authority to issue fresh authorizations and mandates for the continued operations and managementofthe Corporate Debtor. iii. Constitution and Role of Monitoring Committee: - a) The Monitoring Committee shall be constituted within seven Business Days from the date of receipt of the order approving the Resolution Plan by thisAdjudicating Authority. b) The Monitoring Committee shall comprise the following members: (i) Two nominees/representatives of the Assenting Secured Financial Creditors; (ii) Two nominees/representatives of the Resolution

IN THENATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. FurnaceFabrica (India) Limited

Applicant; and (iii) The Resolution Professional or an Independent Professional. c) All decisions of the Monitoring Committee shall be taken by way of a simple majority.No liability shall arise on the part of the Secured Financial Creditors, Resolution Applicant, or the Resolution Professional or their representatives in respect of their participationin the Monitoring Committee. d) All expenses incurred from the NCLTApproval Date until the Transfer Date for running and managing the operations ofthe Corporate Debtor, up to a limit of INR (Indian Rupees Twenty Lakhs only), shall be paid by the SRA. Any amount exceeding INR shall be paid from the Resolution Plan Amount offered to the Secured Financial Creditors under the Resolution Plan. 28. The Earnest Money Deposit of Rs. (Rupees Fifty Lakhs Only) submitted along with the Resolution Plan, together with the Earnest Money Deposit of Rs. 25,00,000/- (Rupees Twenty-Five Lakhs Only) submitted at the time of the Expression of Interest, shall be adjusted against the Performance Bank Guarantee upon the Resolution Applicant being declared as the Successful Resolution Applicant. 29. The Committee ofCreditors,having approved the Resolution Plan with 100% voting share, has authorised the Resolution Professional to approach this Adjudicating Authority under Regulation 39(4) of the CIRP Regulations for approval ofthe Resolution Plan. And stated that this Resolution Plan satisfies

IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. Furnace Fabrica (India) Limited the commercial wisdom ofthe Committee of Creditors and complies with all requirements under the Code and does not contravene any provision oflaw. 30. The Resolution Professional had submitted a Form H under the Corporate InsolvencyResolution Process Regulations as Annexure A17. However,upon examination ofthe records, it was observed that the earlier version of Form H had been submitted. Consequently, the Resolution Professional was directed to file the revised Form H on 26.08.2025. Further final revised Form H dated 06.10.2025 was submitted after the restructuring of the financial proposal, which is reproduced below: FORM11 COMPLIANCE Of and o? Persons}R Kumar Of EC'AI the process "f the Novunber.2ü23 oi Pek'lie 2023 COC Date Stnchincry Land&Building 3 GAA Securities&FinancialAssets S. GAA 6. 1842-2023 A stLuwnarysheetalong Report GAA LIT ext-d LLP annexed markf-•dasAnnexureB for 2802-2023

{2 A Plan CeC Dateof order period onrequest The gm•.éidedextensionOC90chys 60;daysVideits dated and extensionef9!) svas bythe vide OW02„2d2S 28-92=2025. of30 gragt.•d datedi104-2025. \Ol.02.OO.€'OO Of lhe has li'åee Of IN THENATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. Furnace Fabrica (India) Limited

Resolution ofthe Code. OfIndia Processfor Reguianøas,2010 Regulaåons) does anyof provisions thclaw the betng force. the section i): its 29AOf res•luqion piah. contents thc inorder. approvedbytheCOC CQde CORP The beet*approved 100% ShareOf and by CIR?

OftheCOCby waskept ÉOt24 the 26. 3,Thedetaiis applicantare Namco'SuceessfuiResole3un 3. 4. SRA 0's240A 5. Due oitheRP SRA attåehcepy is hen, ndmarked AnnexureC. detuhsOf rCSOEüiiort ianait Particulars is if OfObtaining. •IlleCD MSME September2017-registra%on o? Cpj CD jathe and for stee\, Coppers tankage a with Latgi focbuilding acidplants 3. Four s. Principal htteresrand Toto! OtiÆand NinetyOne)

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Pnrtieulars Description SRA r:ild SRA Rs.) itsvaiidity DepositofRs. at of atyian Mo itof !hexinwbf plan. of{hese C0iporaI•2 D. 2. flake byWay Or "urinesand?Ordepaszts, ora tnaybedecddedby Resoll.l *'hearltatits discretion..(SeePage2 1.0Nevwotth the Applicanii. E, itisutu{iønis 3, 0?COD Of appt'Oval (in,brief shareholdingproposedtobetransferredia OftheCorporate shareholders. page269 /,4) favourOfSERA) shall to Applicant Of en Ofcapitalstructure Para p The Of Shall Ceased powersshau the Monito±ingCommitteein Plan.. The responsible the Ofthe 'lhe the with Page225oftåe Anet HytheNCLT, D:de. the Ofthe The Plan takeOr Of' Piatt, The On dissolved, powersKhaiicease reconstitute lhe ofthe Debtoras and e

IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. Furnace Fabrica (India) Limited

Date vest the Bazrd {Sce Page22. hasbeen NCLTApprovaldate 4. the he GOdaysfrom NCI- 0B Ehe man, [hte SRA. be NCi„7 • Two e!lheResoIutioaApplicant,and • 7( 225 Of p • the Make PlaaAmount Transfeg•Date Of Date, 01' Hythe thecommittee disse19cd,ahd control A be Elle NCLT Date Of reptesenlatives Secered Credhot•s, ihe thc and Ofthc (Sce Rige22701lie remain •the he the I.e. 60 diceksÜNCLTotdcr the Plan of Fut•ugc• COCand Ofvoting*bat? them Of' VoiiitgShare Voting (VotedlopiDissentedtAbstained) 20 3 Ta:a 4 Exim inkha 6.14 Votedtar A-usBunk 5.6b

Vela} amoti,eü ere.'. 2. 4 Prim•ipa! 7.88% s. crcemugc ortealisabiz Other admitted ciaa:ns

Stakeholder type Payment schedule Claimed AmountAdmitted Realisableamountunder Amountrealizable Ibeplan inplanto claimed(% Secured Creditors 33.25% to'vote Dissenting the NeuT Creditors tovow undersebeseclion(2)ofsection2! date Of lh€serltkng NC'Lr Operatie tereditors

IN THE NATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. Furnace Fabrica (India) Limited date of of Workmen 0.00 000 0.00 9.00% DalcI.e. dass tiotn date of by thc NCI.T 2,94.S2.867 On before Date i.e. days date Of plan by NCL OtherOpcrataon.dcredflors 33.I-'.29.90.5 0.24% i.e.60davsfrom date of other and On daysfrom date of approval plan by the NCI-T 81.50/)0.000 ResolutionApphcarztiSRA) tesersed umoant towardstheCERP However.tillthedateofappeovaieithe'Re€oluliooPlan.the CorporateIkbto:badsuliicieat fiauds theCIRPcost.Acconiingly. earmarked SRAtowardsCIRPcostshallbedistributedto secured S. forobtaeung approvals as -atureOfApproval *titeorapplicable law Authority 'hentobeobtained W asspecified 31 adroriLies(SeePara Page'220 9.Stepstobe by approval planbyAA Pggg2280/1-0; (Sce 'i!iun esoiülioa NCLT 2 ni\asionoffunds LheSRAtobcutilw.ed aspropos.•dunder Pi theTransfi.•rDate reaiamdet tobe capiLal Of CD(SeeParav" page tobemacktotixcteditors theCD 1>1.p orbefcn• 01 CD '.ss.uao•cvot' 'hares(SeePara page209 esseåor, • andIEduc\ELon 227 P of Of Of00 Other fey: of Iu. Tax t96 ifany;As latestavailableAuditedF'nanetals 20202021. a ofPs-39.93 Parr; LatestavailableAudited Fmanc:alsOfFY2020-2021ef Corporate and as AnnexureG. iI. fee tothe 3JA 2322±0 and Re.M.4G%onPlun Rs. One set RtNluuottPlan C:IRP page212 j FraudulentandExton;09e1e uudhow the jfany TypeOf Date Of naie of Order or the BriefoftheOrder it is dealt resolution Filing AdjudicatingAuthority Adj g Authority 43 31-10-2024 Pending pegdigg Kochi All tnade be NCI„TK„chi passed the Secured Creditors Pave 3 credit 000 At sbali be NCI,T (SeePura5 Page 5. Comb:mgion Ilaasaetions

13.It' skßpeaded Of anyPt.;FE the dtr•c.tOts so same. NA 14.Detailsofother pendingagainyt Debtor: FilingNo. AlipIicant(s) Responden me Amount if ssue Application 1-10-2024 10kKumar MamtaMahapaira 'FEApp?icatEonfiledbyRP

IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. Furnace Fabrica (India) Limited

ME Abdul .Mr, DtreetOr Dlre<ot• Mr. Prasad. MY, BedaPrasaé,Director Sapna Ptesad. Othct a. hasapproved {Or 39B underiSee G QTI„O: Rs plus Ltqüid:.iIO? Of Estimatedliquidassets WISC IS Of Amounttobecontributed

Sale Yes, agotngcoitecm: NO per 390.(See page is — NO Reliefs SRA be as -Ofthe Page235 I The has 49,1 days o!CIRP ofSection12ofthe Declaration Agarwalhereby the of:his andnothzng hasbeeri

Sector Haryana.122002

Octobev2023

31. The Resolution Professional has submitted the details of various compliances as envisaged by the Code and the Corporate Insolvency Resolution Process Regulations, which a Resolution Plan is required to adhere to, as follows:

Section/ Requirement with respect to the Clause ofthe Compliance Regulation Resolution Plan Resolution Plan Yes/No ection Whether the Resolution Applicant As per EOI Yes

IN THE NATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. Furnace Fabrica (India) Limited meets the criteria approved by the COC, having regard to the complexity and scale of operations ofthe business ofthe CD

Section 29A Whether the Resolution Applicant Clause 5 at Page Yes 253 of IA, Affidavit is eligible to submit a resolution dated 15.05.2024 plan as per the final list of the submitted by SRA Resolution Professional or Order, if any, ofthe AdjudicatingAuthority?

Section Whether the Resolution Applicant Clause 3 at Page Yes 30(1) has submitted an affidavit stating 250 of IA, that it is eligible? Affidavit dated 15.05.2024 submitted by SRA

30(2) Whether the Resolution Plan- (a)Provides for the payment of (a) Clause 5 Yes (A)(i) at Page 212 insolvency resolution process ofIA costs? (b) Clause 5(B), (b)provides for the payment to the at Page 212 ofIA. Yes operational creditors? (c) Clause Yes (c)provides for the payment to the 5(C)(vi) at Page financialcreditors who did notvote 216 of IA, Clause in favour ofthe resolution plan? 5(D)(iv) at Page Yes 220 ofIA (d)provides for the management of the affairs ofthe corporate debtor? (d) Clause 7 at Page 225 of IA Yes (e)provides for the implementation (e) Clause 7(F) at and supervision of the resolution Yes Page 227 ofIA plan? (f) Clause 4(x) at Yes (f) contravenes any of the Page 211 ofIA provisions of the law for the time being in force?

IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. Furnace Fabrica (India) Limited

Section Whether the Resolution Plan 30(4) (a)is feasible and viable, according Yes Yes to the COC?

Yes, approved by (b)has been approved by the COC 100% voting in Yes with 66% voting share? the 22nd COC Meeting.

Section Whether the Resolution Plan has Clause 7 on Page Yes 31(1) provisions for its effective 225 of IA implementation plan, according to the COC?

Regulatio Whether the amount due to the Clause 5(B)(v) at Yes n 3811) operational creditors under the Page 212 of IA resolution plan has been given priority in payment over financial creditors?

Clause 5 at Page Regulation Whether the resolution plan include Yes 212 of IA 38(1A) a statement as to how it has dealt with the interests of all stakeholders?

Regulation Whether the Resolution Applicant Clause 4(xi) at No 380B) or any of its related parties has Page 211 ofIA failed to implement or contributed to the failure of implementation of resolution plan approved under any the Code. If so, whether the Resolution Applicant has submitted the statement giving details of such non-implementation?

Regulation Whether the Resolution Plan

IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reMis. Furnace Fabrica (India) Limited

38(2) provides: (a) the term of the plan and its Clause 8(2) at Yes implementation schedule? Page 228 of IA (b) for the management and control of the business of the Clause 7(F) at Yes corporate debtor during its Page 227 ofIA term? (c) adequate means for Clause 7(F) at Page Yes supervising its implementation 227 ofIA

Regulation Whether the resolution plan 38(3) demonstrates that — (a) it addresses the cause of (a) Clause 2 (G), (H) Yes default? (b) Clause 7(D) (b) it is feasible and viable? Yes (c) it has provisions for its effective (c) Clause 7 Yes implementation? (d) it has provisions for approvals (d) Clause 8 Clause, Yes required and the timeline for 9(i) Clause 9(viii), , the same? Clause 11(6) (e) the resolution applicant has the (e) Clause 3 and capability to implement the Yes Clause 6 resolution plan?

Regulation Whether the RP has filed Yes /2025filed before 3912) applications in respect of this Adjudicating transactions observed, found, or Authority on determined by him 31.10.2024, which is presently pending adjudication. 69 •

IN THENATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. Furnace Fabrica (India) Limited

Regulation Provide details of performance Performance Yes 39(4) security received, as referred to in Bank Guarantee sub-regulation (4A) of regulation (BG No. 36B 240GT02250430 008) for Rs. 7.5 crores dated 12.02.2025

32. The Resolution Applicant produced as Annexure A18 confirmed eligibility under Section 29A ofthe Code in their Declaration and Undertaking dated 15.05.2024 and meets the Prospective Resolution Applicant's criteria.

33. Valuation ofthe Corporate Debtor as provided in Form H is as follows:

Fair Value

Liquidation Value Rs.

34. The Resolution Professional confirmed that the Resolution Plan contemplates revival of the business operations of the Corporate Debtor and is expected to generate renewed employment opportunities for the general public. It was submitted that no prejudice would be caused to any partyifthe Resolution Plan is approved,whereas grave prejudice would be caused to all stakeholders of the Corporate Debtor if the present application is not allowed. The present application is filed bona fide and in the interest ofjustice.

ANALYSIS AND FINDINGS

35. The Resolution Professional has submitted that the Resolution Plan is in compliance with the provisions of the Code, and the Insolvency Resolution Fü».Rrocess for Corporate Persons Regulations, 2016. The relevant compliance

IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. FurnaceFabrica(India) Limited details were initially submitted in Form H; subsequently,a revised Form H, in the format prescribed under the IBBI Notification No. F. No. new IBBI/2025-26/GN/REG124 dated 03.04.2025, filed 26.08.2025. was on 36. It is observed that the Corporate Insolvency Resolution Process of the Corporate Debtor had expired on 11.03.2025, and the Resolution Plan had been filed before this Adjudicating Authority prior to the expiry of the CIRP period. It is further noted that no objections have been raised against the Resolution Plan, which had been unanimously approved by the Committee of Creditors with 100% voting share in its favour.

37. Subsequently, in the 30th meeting of the Committee of Creditors, detailed deliberations were held over three sessions conducted on 10th September 2025, 12th September 2025, and 15th September 2025. During these meetings, the COC reconsidered and restructured the financial proposal under the Resolution Plan, resulting in the Second Addendum to the Resolution Plan, which was approved with a voting majority of 89.19%. 38. We observe that since the Corporate Insolvency Resolution Process period had already expired, fresh decision could ordinarily be taken by the no Committee of Creditors. However, in the present case, the Committee of Creditors has merely reconsidered and modified the financial allocation within the already approved Resolution Plan, which had been validly approved during the subsistence of the Corporate Insolvency Resolution Process period. Accordingly, thisAdjudicating Authority finds the approval of the SecondAddendum to be valid and, in exercise of powers under Rule 11 of the National Company Law Tribunal Rules, 2016, hereby ratifies the said modification to cure the procedural irregularity arising due to the expiry of IN THE NATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s.

FurnaceFabrica(India) Limited the Corporate Insolvency Resolution Process period. It is further noted that the Resolution Professional has filed the revised Form H in the new format, dated 06.10.2025, after incorporating the details ofthe SecondAddendum to the Resolution Plan, and the same is hereby taken on record. 39. The Hon'ble Supreme Court in the matter of K. Sashidhar v. Indian Overseas Bank & Ors., (2019) ibclaw.in 08 SC, decided on 05.02.2019, wherein it is held as under; 19.......In the present case, however, our focus must be on the dispensation governing the process of approval or rejection of resolution plan by the COC. The COC is called upon to consider the resolution plan under Section 30(4) of the I&B Code after it is verified and vetted by the resolution professional as being compliant with all the statutory requirements specified in Section 3012). 55. Whereas, the discretion ofthe adjudicating authority (NCLT) is circumscribed by Section 31 limited to scrutiny of the resolution plan ,as approved( by the requisite per cent of voting share of financial creditors. Even in that enquiry, the grounds on which the adjudicating authority can reject theresolution plan isin reference to matters specified in Section 30(2), when the resolution plan does not conform to the stated requirements.

Reverting to Section 30(2), the enquiry to be done is in respectofwhetherthe resolution plan provides: (i) the payment of insolvency resolution process costs in a specified manner in priority to the repaymentofother debts of the corporate debtor, (ii) the repaymentof the debts of operational creditors in prescribed manner, (iii) the management ofthe affairs ofthe corporatedebtor, (iv) the implementation and supervision ofthe resolution plan, (v) does not contravene any of the provisions ofthe lawfor the time being inforce, (vi) conforms to such other requirements as may be specified by the Board. The Board referredto is establishedunder Section 188 ofthe I&B Code. The powers and functions of the Board have been delineated in Section 196 ofthe I&B Code. None ofthe specifiedfunctionsofthe Board, directly or indirectly,pertain to regulating the manner in IN THENATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. Furnace Fabrica (India) Limited which thefinancialcreditors oughtto or oughtnotto exercise their commercial wisdom during the voting on the resolution plan under Section 30(4) of the I&B Code.

The subjective satisfaction of the financial creditors at the time of voting is bound to be a mixed baggage ofvarietyoffactors. To wit, thefeasibility and viability of theproposedresolution plan andincluding theirperceptions about the general capability ofthe resolution applicant to translate the projected plan into a reality. The resolution applicant may have given projectionsbackedby normative data butstill in the opinion ofthe dissentingfinancial creditors, it would notbefreefrom being speculative. These aspects are completely within the domain ofthe financial creditors who are called upon to vote on the resolution plan under Section 30(4) ofthe I&B Code. 58. Indubitably,the inquiry in such an appeal would be limited to the exercisableby the resolution professional under Section power 30(2) of the I&B Code or, at best, by the adjudicating authority (NCLT) under Section 31(2) read with Section 31(1) of the I&B Code. No other inquiry would be permissible. Further, the jurisdiction bestowed upon the appellate authority (NCLAT) is also expressly circumscribed. It can examine the challenge only in relation to thegrounds specified in Section 61(3) ofthe I&B Code, which is limited to matters ,other than(enquiry into the autonomy or commercial wisdom ofthe dissenting financial creditors.

Thus, the prescribed authorities (NCLT/NCLAT) have been endowed with limitedjurisdiction as specifiedin the I&B Code and not to act as a court ofequity or exercise plenarypowers. 40. The Hon'ble Supreme Court in Committee ofCreditors ofEssar Steel India Limited v. Satish Kumar Gupta & Ors., (2019) ibclaw. in 07 SC, held the following:- 42. Thus, it is clear that the limitedjudicial 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, insofaras the Adjudicating Authority is concerned, andsection 32 read with section 61(3) ofthe Code, insofaras theAppellate Tribunal isconcerned, theparameters of such review having been clearly laid down in K. Sashidhar

IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. FurnaceFabrica (India) Limited (supra). 73. There is no doubt whatsoever that the ultimate discretion of what to pay and howmuch to pay each class orsub-class ofcreditors is with the Committee of Creditors, but, the decision of such Committee must reflect the fact that it has taken into account maximizing the value ofthe assets ofthe corporate debtor and the fact that it has adequately balanced the interests ofall stakeholders including operational creditors. This being the case, judicial review ofthe Adjudicating Authority that the resolution plan as approved by the Committee ofCreditors has met the requirements referredto in Section 30(2) would includejudicialreview that is mentioned in Section as the provisions ofthe Code are also provisions of law for the time being in force. Thus, while the Adjudicating Authority cannot interfere on merits with the commercial decision taken by the Committee of Creditors, the limited judicial review available is to see that the Committee of Creditors has taken into account thefact that the corporatedebtor needs to keep going as a going concern during the insolvency resolution process; that it needs to maximise the value ofits assets; and thatthe interests ofall stakeholdersincluding operational creditors has been taken care of. Ifthe Adjudicating Authorityfinds, on a given set offacts, that the aforesaid parameters have not been kept in view, it may send a resolution plan back to the CommitteeofCreditors to re-submit such plan aftersatisfying the aforesaidparameters. The reasons given by the Committee ofCreditors while approving a resolution plan may thus be looked at by the Adjudicating Authority onlyfrom this point ofview, and once it is satisfied that the Committee ofCreditors has paid attentionto these keyfeatures, it must then pass the resolution plan, other things being equal.

41. The Hon'ble Supreme Court inIndiaResurgence Arc Private Limitedv.Amit Metaliks Limited and Ors, (2021) ibclaw.in 87 SC, held that 10. As regards the process ofconsideration and approval ofresolution plan, it is now beyond a shadow of doubt that the matter is essentially that of the commercialwisdom ofCommittee ofCreditors and the scope ofjudicialreview remains limited within thefour-corners of Section 30(2) ofthe Code for the Adjudicating Authority; and Section 30(2) read with Section 61(3) for the IN THE NATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. FurnaceFabrica (India) Limited

Appellate Authority. 11. It needs hardly any elaboration thatfinancial proposal in the resolution planforms the core ofthe business decision ofCommittee ofCreditors. Once it isfound thatall themandatory requirementshave been duly compliedwith and taken care of the process ofjudicial review cannot be stretched to carry out quantitative analysis qua a particularcreditor or any stakeholder, who may carry his own dissatisfaction. In other words, in the scheme of IBC, every dissatisfactiondoes notpartake the character ofa legalgrievance and cannot be taken up as a ground ofappeal. 12. The provisions of amended sub-section (4) ofSection 30 of the Code, on which excessive reliance isplacedon behalfofthe appellant, in our view, do not make out any casefor interferencewith the resolution plan at the instance of the appellant. The purport and effectof the amendment to sub-section (4) of Section 30 ofthe Code, by way ofsubclause(b) ofSection 6 oftheAmendingAct of2019, was also explained by this Court in Essar Steel(supra), as duly taken note of by the Appellate Authority (vide the extraction hereinbefore).The NCLATwas, therefore, right in observing that such amendment to sub-section (4) of Section 30 only amplified the considerations for the Committee of Creditors while exercising its commercial wisdom so as to take an informed decision in regardto the viability andfeasibility ofresolutionplan, withfairness ofdistribution amongst similarly situated creditors; and the business decision taken in exercise ofthe commercialwisdom ofCOCdoes notcallforinterference unlesscreditorsbelonging to a class beingsimilarlysituatedaredeniedfair and equitable treatment. 42. In Vallal RCK vs M/s Siva Industries and Holdings Limited and Others, (Civil Appeal Nos. 1811- 1812 of2022, (2022) ibclaw.in 63 SC), the Hon'ble Supreme Court held the following 21. This Court has consistently held that the commercial wisdom ofthe COC has been given paramount status without any judicial intervention for ensuring completion ofthestatedprocesses within the timelinesprescribed by the IBC. It has been held that there is an intrinsic assumption, thatfinancial creditors arefully informedabout the viability ofthe corporate debtor and feasibility ofthe proposed resolution plan. They act on the basis ofthorough examination of the proposed resolution plan and assessment made by their team ofexperts

43. On going through the Resolution Plan, we are satisfied and note that the Resolution Plan submitted by Mr. Suresh Wavia, is in accordance with IN THENATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In reM/s. Furnace Fabrica (India) Limited

Sections 30 and 31 ofthe Code and also complies with Regulations 38 and 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. 44. This Adjudicating Authority, having considered the Resolution Plan submitted by Mr. Suresh Wavia, the Successful Resolution Applicant, and taking note ofthe deliberations and approvals ofthe Committee of Creditors, is satisfied that the Resolution Plan complies with the provisions ofthe Code and the relevant Regulations framed thereunder. The Resolution Plan provides for the revival of the Corporate Debtor, settlement of dues of all creditors and stakeholders, and ensures maximisation of value in a fair and equitable manner. We also noted that the financial proposal under the Resolution Plan has been restructured and approved through the Second Addendum, reflecting the commercial wisdom ofthe Committee of Creditors. 45. It is further observed that the Resolution Plan has been thoroughly examined for feasibility and viability, and the proposed mechanisms for implementation,monitoring, and managementofthe Corporate Debtor post-transfer are robust and comprehensive. The Resolution Plan provides for the settlement of all categories of creditors, including operational, financial, employees and government dues, thereby ensuring legal and financial certainty for all stakeholders. 46. This Bench has noted that the Liquidation Value ofthe Corporate Debtor,as computedby the appointed valuer,is Rs. 73,21,00,000/- and the FairValue is Rs. 101,02,00,000/-, whereas the total Resolution Plan Amount proposed by the Successful Resolution Applicant is Rs. 82,50,00,000/-. Thus, the Plan Value is above the Liquidation Value but falls short of the Fair Value of the P'

IN THE NATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. FurnaceFabrica (India) Limited

Corporate Debtor. However, it is pertinent to note that, at the final stage of the Corporate Insolvency Resolution Process, only two plans had reached the concluding stage. After detailed deliberations, thorough analysis, and consideration of all future amendments and revisions incorporated in the plans, the Committee of Creditors, exercising its commercial wisdom, unanimously approved the Resolution Plan submitted by the Successful Resolution Applicant with 100% voting share. In view of the above, and considering the extensive efforts, negotiations, and due diligence undertaken by the Resolution Professional and the Committee of Creditors, this Bench is ofthe view that it is fair,reasonable, and judicious to respect the commercial wisdom of the Committee of Creditors in approving the Resolution Plan despite the Plan Value being lower than the Fair Value of the Corporate Debtor. 47. The Successful Resolution Applicant has prayed for certain reliefs and concessions as enumerated under the Resolution Plan approved by the Committee of Creditors. All reliefs or concessions sought under the Resolution Plan shall, however,be consideredstrictly in accordance with law, and when legally applicable. as 48. The approval ofthe Resolution Plan shall not be construed as a waiver of any statutory obligations ofthe Corporate Debtor.

Any such waiver or concession shall be subject to the approval ofthe competent authority in the light ofthe Judgment of the Supreme Court in Ghanshyam Mishra and Sons Private Limited v. Edelweiss Asset Reconstruction Company Limited ((2021) 13 S.C.R 737), which held as follows: "on the dateofapprovalofthe Resolution Plan bytheAdjudicating Authority, all such claims, which are nota partofresolution plan,shallstand extinguished and IN THENATIONAL COMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. FurnaceFabrica(India) Limited no person will be entitled to initiate orcontinue anyproceedings in, respect to a claim, which is notpartofthe resolution plan." "95. (i) Once a resolution plan is duly approvedbythe adjudicating authority under sub-section (1) ofSection 31, the claims as provided in the resolution plan shall stand frozen and will be binding on the corporate debtorand itsemployees, members, creditors, including the Central Government, any State Government or any local authority, guarantors andotherstakeholders. On the dateofapprovalofresolution plan by the adjudicating authority,all such claims, which are nota partofthe resolution plan shall stand extinguished and no person will be entitled to initiate or continueanyproceedingsin respectto a claim, which isnotpartofthe resolution plan; (ii) 2019 Amendment to Section 31 of the I&B Code is clarificatory and declaratory in nature and therefore will be effectivefrom the date on which the Code has come into effect; (iii) consequently, all the dues including the statutory dues owed to the Central Government, any State Government or any local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respectofsuch duesforthe period priorto the date on which the adjudicating authoritygrants itsapproval under Section 31 couldbe continued."

49. Any relief sought in the Resolution Plan, where any contract, agreement, understanding, proceeding, action, notice, etc., not specifically identified, or is for a future contingency at this point in time, is rejected. 50. Accordingly, this Adjudicating Authority is satisfied that the Resolution Plan is fair, reasonable, and in the best interest of the Corporate Debtor, its creditors, and other stakeholders. We, therefore, approve the Resolution Plan submitted by Mr. Suresh Wavia as the Successful Resolution Applicant, along with all addenda and modifications incorporated therein, and direct its implementation in accordance with the terms and conditions set out in the Plan. 51. The Resolution Plan is binding on the Corporate Debtor, its employees, members, and all its creditors, including but not limited to secured, unsecured, financial,and operational creditors, guarantors, government and atutory and local authorities and other stakeholders involved so that IN THENATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. Furnace Fabrica (India) Limited revival ofthe Corporate Debtor can come into force with immediate effect.

52. The Moratorium imposed under section 14 shall cease to have effectfrom the date ofthis order. 53. In case of non-compliance with this order or withdrawal of the Resolution Plan, the Committee of Creditors shall forfeit the Performance Guarantee amount already paid by the Successful Resolution Applicant. 54. The Resolution Professional shall stand discharged from his duties upon the constitution of the Monitoring Committee. However, he shall perform his duties in terms of the Resolution Plan as approved by this Adjudicating Authority. 55. The Resolution Applicant shall have access to all the Corporate Debtor's records, documents, assets, and premises with effect from the date of this order, to finalise the further line of action required for starting the business operations ofthe Corporate Debtor. 56. The Resolution Professional is further directed to hand over all records, documents, and properties of the Corporate Debtor to the Resolution Applicant to enable the Resolution Applicant to finalise the further line of action required for startingthe operations. 57. The Monitoring Committee shall file progress report regarding the implementation of the Plan before this Adjudicating Authority upon completion.

58. Liberty is hereby granted for moving any applications if required in connection with the implementation ofthis Resolution Plan.

IN THENATIONALCOMPANYLAWTRIBUNAL KOCHI BENCH IA IN In re M/s. FurnaceFabrica(India) Limited

59. Accordingly, IN stands allowed and disposed of accordingly. 60. The Registry is hereby directed to send e-mail copies of the order forthwith to all the parties: Committee of Creditors, Resolution Professional, and Successful Resolution Applicant, and their Learned Counsels for information and fortaking necessarysteps. The Applicant is directed to send a copy ofthis order to the Insolvency and Bankruptcy Board of India and Registrar of Companies, Kerala, and Lakshadweep, for their record. 61. Certified Copy of this order may be issued, if applied for, upon compliance with all requisite formalities. 62. File be consigned to records.

MADHU SINHA VINAY GOEL (MEMBER TECHNICAL) (MEMBER JUDICIAL)

Signed on this the 29th day of October,2025

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Dep Registrar National Company Law Tribunal KochiSench

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