Approval of Resolution Plan - GPI Textiles Limited

Per: Subrata Kumar Dash, Member (Technical) JUDGEMENT IA No. 452/2023 The present application has been filed by Mr. Jalesh Grover, Resolution Professional of GPI Textiles Limited under Section 30(6) read with Section 31 (1) of the Insolvency and Bankruptcy Code, 2016 (‘the Code’) for approval of the resolution plan in respect of the GPI Textile Limited (“the corporate debtor”). The applicant-Resolution Professional filed the present application on 07.02.2023 for approval of the resolution plan, which was approved with a 100% voting share of the Committee of Creditors (COC), in its 39th meeting which was held on 12.01.2023. The present application was reserved for orders on 16.03.2023. 2. The Company Petition CP (IB) No. 35/Chd/HP/2018 was filed by the Financial creditor Phoenix Arc Private Limited against the corporate debtor, which was admitted into the Corporate Insolvency Resolution Process (‘CIRP’) vide order dated 06.07.2018 3. Mr Jalesh Grover was appointed as Interim Resolution Professional (‘IRP’) vide Order dated 12.07.2018, and the public announcement as per Regulation 6 of the CIRP Regulations in Form A, as prescribed under the schedule, was made on 14.07.2018 in two newspapers, in Amar Ujala (Hindi) and Financial Express (English), inviting claims from the creditors of the corporate debtor as envisaged under the Code. 4. Pursant to the public announcement, the Applicant constituted the Committee of Creditors on 01.08.2018 in terms of Section 21 of the Code comprising of Phoenix ARC Private Limited and State Bank of India, with the following voting share:-

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S. No. NameofFinancialCreditors Voting Share Percentage(%) 1. Phoenix ARC PrivateLimited 92.55%

2. StateBankofIndia 7.45%

5. The Committee of Creditors (CoC) confirmed the appointment of Mr Jalesh Grover as the Resolution Professional with 100% voting. The Applicant had convened 12 CoC meetings in the matter of the Corporate Debtor, wherein the CoC in its 12th CoC meeting approved the Resolution Plan submitted by M/s Aggarsain Spinners Limited with 92.55% voting share. 6. Pursuant to the above, the Resolution Professional had filed an application bearing C.A. No. 287 of 2019 under Section 30(6) of the Code on 07.04.2019 seeking approval of the Resolution Plan submitted by M/s Aggarsain Spinners Limited. This Hon’ble Adjudicating Authority vide its Order dated 24.05.2022 dismissed the aforesaid Application and has also extended the period of the Corporate Insolvency Resolution Process by 90 days for exploring the possibility of resolution of the corporate debtor in order to avoid the Liquidation 7. The Applicant has submitted that a total of 40 CoC meetings have been held during the CIRP period, details of first 25 meetings are as follows:-

Particulars Date of CoC Mainpointsofdiscussion ImportantDecisionsTaken Meeting 1st CoC 10.08.2018 · Discussion regarding declaration to · The COC gave approval to IRP Meeting be made by the CoC Members of their to modify the terms of appointment relationshipwiththeCorporateDebtor. or changes in the terms ofcontract · Discussion and determination of of such personnel of Corporate voting rights of the CoC members in Debtor proportiontotheirrespectivedebtdue · The COC authorized the IRP to · Discussion regarding claims under appoint independent auditor to verification. conduct transaction audit of corporate debtor at amaximumfee

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· Discussion regarding actions taken of Rs. 400000/- plus applicable byIRP. taxes. · Discussion to increase capacity · The COC approved the utilization of the Corporate Debtor and appointment of the security agency reductionofexpenses. for the factory premises and · Discussion about the cash flow of registered office of Corporate thecompany. Debtor for which the payment of · Discussion about the unauthorized serviceswasratified. payments made and the salary of the · The COC ratified the feesofthe ExecutiveDirectorduringCIRPperiod. IRP for Rs. 3,00,000/- plus · Discussion about the fire incidence applicable taxes and the expenses that happened in the company prior to for period from 12.07.2018 to CIRP and the recoverable insurance 09.08.2018. The COC agreed that claimamount. the IRP/RP can draw expenses · DiscussionabouttheAppealfiledby and his fees from the cashflowsof the Executive Director challenging the theCorporateDebtor. decision of NCLT regarding admission · The IRP was confirmed as the ofGPITextilesLimited. RPwith100%votingshares. 2nd CoC 11.09.2018 · RP apprised that the Information · The COC ratified the meeting Memorandum shall be shared with the appointment and fees of the members as and when undertaking is valuers by 92.58% voting share of received by him.

Discussiontookplace CommitteeofCreditors. regarding the publication of the · The COC ratified the invitation of expression of Interest in appointment and fees of the Form G. CoC recommended that Transaction and Forensic auditor publication be done in Punjab, by 92.58% voting share of Haryana, Himachal Pradesh and also Committeeofcreditors. in Mumbai edition. CoC further opined · The COC ratified the feesofthe that a process advisor be appointed RP for Rs. 2,25,000/- per month andquotesforsamebeinvited. plustaxes. · DiscussionaboutApplicationfiledby · The COC ratified the travelling, the RP in NCLT for directions to security expenses and other electricity departmenttonotdisconnect expenses incurred by the RP for the electricity and the order of the the period of 10.08.2018 to NCLTtherebyallowingthesame. 10.09.2018. · RP updated the CoC members · CoC finalized and approved the regarding the current operations of the eligibility criteria and evaluation plant. matrix as defined under Section · Discussion about present cash flow 25(2)(h)oftheCode andprojectedcashflow. · Discussion on the consumption norms and the job work status prior to theCIRPPeriod.

3rd CoC 16.10.2018 · Discussiononthestatusofvaluation The COC ratified the travelling, Meeting reports under Regulation 27 of IBBI and other expensesincurredbythe (CIRP)Regulation2016. RP for the period of 11.09.2018 to · RP apprised CoC members that he 15.10.2018. shall issue the IM after receiving an · The COC approved that the RP undertaking from the CoC members can draw the expenses from the and the prospective resolution cashflowsofthecorporatedebtor. applicants. · Members of Committee were informed that the process offorensic& transaction audit has been completed and report shall be available within a week.

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· Discussion onstatusofApplications filedwithHon’bleNCLT. · CoC members were apprised regarding the expression of interest received from prospective resolution applicants. · Discussion regarding seeking more quotations for appointment of process advisor. · RP updated the COC regarding the currentoperationsoftheplant. · Discussionabouttheinterimfinance for the operations & maintenance of theplantofCorporateDebtor. · Discussion on the requirements of virtualdataroomfortherecordofCIRP oftheCorporateDebtor. · Queries raised by Mr. LK Sing (suspendeddirector)wereaddressed. · RP apprised the CoC regarding the communication with Numetalregarding outstandingtobereceivedfromArcelor Mittal 4th CoC 06.11.2018 · RP apprised the CoC about the · The COC approved shorter Meeting caveat filed in NCLT, Ahmedabad in notice for the future meetings and the matter of approval of Resolution further decided that noticeshallnot PlanofAMIPLfortherevivalofESIL. be for less than two working days · Discussion about the Application forupcomingmeetings. filed by the Himachal Pradesh State · The COC members having Electricity Board for the directions in voting share of 92.58% approved response to the order passed by the filing of application before NCLT, Himachal Pollution Board for Ahmedabad in matter of clearance disconnection of electricity of the ofduesbyAMIPL. CorporateDebtor. · The COC ratified the travelling, · Discussion about the reconciliation and other expensesincurredbythe of land ownership of the Corporate RP for the period of 16.10.2018 to Debtor. 05.11.2018. · The COC ratified the expenses of Rs. 5,40,000/- regarding the application filed before Hon’ble NCLTbyavotingshareof92.58%. · The COC authorized the RP to file an application before Hon’ble NCLT against HSBC and to take furtheractioninthisregard. 5th COC 22.11.2018 · Discussions about Application filed Meeting before Hon’ble NCLT, Ahmedabad for clearance of dues by Arcelor Mittal (Resolution Applicant in the matter of Essar Steels Ltd) to become eligible resolutionapplicant. · Discussion aboutthereceiptofdraft reportofforensicandtransactionaudit. · Discussion about the quotations received to examine the process of IANo.452/2023In CP(IB)No.35/Chd/HP/2018 (AdmittedMatter)

receiving and scrutinizing the ResolutionPlan. · Discussion about the writ petition filed by Mr. L.K. Singh (suspended director) against RBI, HSBC andRPof GPITextilesLimited. · Discussion about various emails sent by RP to RBI seeking information regarding the receipt of amount of Rs. Eighty-One Crore approximately by HSBC. 6th CoC 17.12.2018 · RepresentativesofE&Ywereinvited Meeting by RP to give presentation on their findings during the Forensic and TransactionalAudit. · The RP informed the COC that he has placed on record before the Hon’ble NCLT, Ahmedabad an affidavit with the final decision of COC members which is to not take any further action for recovery of outstandingamountfromAMIPL. · The COC requested the RP to present in thenextmeetingtheaudited Balance Sheets along with Audit Reports oftheCorporateDebtorforthe financialyear2016-17and2017-18. 7th CoC 10.01.2019 · Discussion on seven fresh Meeting expressions of interest received after re-publication of Form-G in the matter ofGPITextilesLimitedunderCIRP. · The RP presented the audited balance sheets along with the audit reports of GPI Textiles Limited under CIRP for financial year 2016-17 & 2017-18. · The RP presented the CIRP Cost Sheet of Corporate Debtor before the COC. · RP apprised the COC, that Hon’ble NCLT, Chandigarh has approved the extension of ninetydaystoconductthe CIRPoftheCorporateDebtor. 8th CoC 30.01.2019 · The RP opened andannouncedthe Meeting major terms of all theResolutionPlans in the presence of all CoC members and all the prospective Resolution Applicants and the RP informed that the compliant Resolution Plan will be presented before the COC in the next meeting. · RP informed that reply to the questionnaire has been submitted by Mr. L.K. Singh, Director (Powers Suspended) of Corporate Debtor, and IANo.452/2023In CP(IB)No.35/Chd/HP/2018 (AdmittedMatter)

has been shared with the Forensic & Transaction Auditor and the COC further directed Mr. L.K. Singh to reply tothesame. 9th CoC 13.02.2019 · The RP explained all the objections Meeting and legal opinion received for the compliant Resolution Plan and discussed the matter with CoC members before initiation of Negotiation Process with the ResolutionApplicants. · The Forensic & Transaction Auditor informed that there is sufficient evidence to prove the existence of preferential, undervalued and fraudulent transactions, the RP requested them to provide summaryof transactions under specific head so as tofileapplicationwithHon’bleNCLT. 10th CoC 21.02.2019 · The COC informed that the last Meeting proposed amount i.e. Rs. 74.5 Cr. of H1 Resolution Applicant is not accepted and directed the RP to invite prospective Resolution Applicants for furthernegotiation. · The COC informed that due to constraint in timelines, the re-publication of Form G may not lead to better compliant Resolution Plan for the Corporate Debtor and decided to further negotiate with the existing ResolutionApplicants. · RP informed that the Application filed by the Job Work Supplier of the Corporate Debtor and a Resolution Applicant has been disposed offbythe Hon’ble NCLT, Chandigarh with a liberty to file a detailed representation before the RP with necessary documents. 11th CoC 06.03.2019 · RP informed that prospective The COC ratifiedthetravelling,and Meeting Resolution Applicants were invited to other expenses incurred by the RP participate in further negotiations on for the period of 31.01.2019 to the proposed amount of their 25.02.2019. respectiveResolutionPlans. · RP informed the COC about the appeal filed by Mr. L.K. Singh,Director (Powers Suspended) of the Corporate Debtor before the Hon’ble Supreme Court of India challenging the initiation of CIRP order passed by Learned NCLT,Chandigarh. 12th CoC 27.03.2019 · The RP informed, Resolution Plan · The COC ratified the travelling, Meeting has been approved by the COC and other expensesincurredbythe

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holding 92.55% voting rights and there RP for the period of 31.01.2019 to is no requirement to discuss or 25.02.2019. propose the liquidation of the · Resolution Plan submitted by CorporateDebtor. M/s Aggarsain Spinners Ltd was · Discussion on status of Forensic approved in compliance with the report and filing of the relevant provisions of section 30(4) of the Application before the Hon’ble NCLT Insolvency and Bankruptcy Code byRP. 2016 readwithregulations39(3)of · Discussion on the status of the CIRPRegulations,2016. Application filed by the Resolution · COC authorized RP to move an Applicant against HSBC for seeking application under section 31 on directions in the matter of recovery of behalf of the COC for approval of Rs. 81.67 Cr. along with 12% interest resolution plan from the beforetheHon’bleNCLT. adjudicatingauthority. · RP received a mail from one of the · The COC with 92.55% voting Resolution Applicant offering an share approved the appointment of amount ofRs.132.69Cr.Thecondition Mr. J.K Grover (RP) as monitoring to the plan was thatreceivableamount andsupervisingprofessionalforthe from HSBC be assigned to them and supervision and implementation of then the payout under resolution plan the Resolution Plan after approval shall be 132.69 Cr.

Else the total oftheAdjudicatingAuthority. payoutofferedwasRs.66.38Cr. 13th CoC 03.06.2019 · RP updated theCOConthecurrent Meeting status of the operations of the CorporateDebtor. · Discussion on various Applications filed in Hon’ble NCLT in the matter of GPITextilesLimited. · RP informed that the insurance claim amount has been used for the repair and maintenance of the Factory Mills to run the 16000 spindles, which were not working earlier with the approvalofCOCmembers. · RP informed the COC that the financial closure of the Resolution Applicant Aggarsain Spinners Limited hasnotbeenreceivedyet. · RP gave status update about the disputedlandoftheCorporateDebtor. 14th CoC 27.06.2019 · The RP presented the cash flow · The COC approved the Meeting statement for the CIRP period and resolution with 92.575% voting projected cash flow for the period of share to raise the interim finance July,AugustandSeptember,2019. amount upto Rs. 1.50 Cr. to keep thecompanyagoingconcern. 15th CoC 19.07.2019 · Discussion on the current status of · The COC authorized Phoenix Meeting operationsoftheCorporateDebtor.

ARC to file an appeal against the · RP informed the COC that the order dated 11.07.2019 before the application for early hearing in respect Hon’ble NCLAT on an urgent basis of approval of Resolution Plan has and seek direction for decision of been dismissed by the Adjudicating the application in a time bound Authority. manner. · Discussion on email sent by the Executive Director (Powers

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suspended) containing queries related totheResolutionplan. · Discussion regarding the share of dissentingFinancialCreditor. 16th CoC 24.09.2019 · The RP informed the COC that the Meeting CD was runningonlowcapacitydueto which it was difficult to bear the operational cost of the Company. The same was discussed at length withthe CoC and the SRA. And sought financial closure required for approval of theResolutionPlanfromtheHon’ble NCLT. · Discussion about various ApplicationsfiledbeforeHon’bleNCLT. · RP apprised about the latest amendments in IBC, 2016 and their impactontheResolutionPlan. 17th CoC 23.12.2019 · RP updated the CoC about the Meeting current status of operations of the CorporateDebtor. · Discussion about the requirements for submission of the Financial Closure. · RP informed the COC that since review petition filed by PhoenixARCis pending in theHon’bleSupremeCourt, therefore, all othermattersinNCLTwill be taken up after the order from Hon’bleSupremeCourt. 18thCoC 24.01.2020 · RP updated the CoC about the Meeting current status of operations of the Corporate Debtor and informed them that in revised proposal fromRAitwas stated thatlossuptoRs.20lakhsshall be part of CIRP cost and in excess of Rs.20lakhswillbebornebyRA. 19th CoC 06.03.2020 · Discussion on the current status of Meeting operations of the Corporate Debtor. COC decided that Aggarsain Spinners will work as a job work contractor till next 90 days or till the outcome of the Hon’ble Supreme Court order in respect to review petition, whicheveris earlier. · Discussion on Technical Evaluation of the Machineries of the Corporate Debtor. RPinformedthatatpresentthe repair and maintenance of the machineries of the Corporate Debtor arebeingdoneonneedbasisonly. · Discussion on status of various Application filed intheHon’bleNCLTin thematterofGPITextilesLimited.

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· RP informed the COC that the RA has still not submitted the Financial Closure. 20th CoC 28.04.2020 · Discussion on the current status of Meeting operations oftheCorporateDebtorand appropriate steps to be taken during theLockdownperiod. · RP discussed that the intention of the RA is that if the company is not a going concern, he may opt to back out since he submittedtheResolutionPlan for a going concern unit and the RP requested the COC to decide whether to run the unit in loss or to close the unit with theriskofthebackstepofthe RA. 21stCoC 21.05.2020 · Discussion on the current status of Meeting operations oftheCorporateDebtorand brief about the operations started by the Job Work Contractorafterapproval of Resolution Plan in 12th CoC Meeting. · TheRepresentativeofPhoenixARC Private Limited suggested the RP to publish an invitation to submit the quotation to run the factory and that there shall be open negotiation betweenalltheinterestedparties. 22nd CoC 22.05.2020 · Discussion on selection of the Job Meeting Work Contractor to run the factory of the Corporate Debtor and it was decided that final negotiation with both the parties shall be done and the H1 Party shall be asked to run the factory at zero losses since COC is not ready tobearanyfurtherloss. 23rdCoC 03.06.20202 · Discussion and Negotiation withthe Meeting interested Job Work Contractor in respect of operations of the Corporate Debtor. · The COC stated that for further negotiations and more transparency, both the parties should be physically present in the meeting and shall have to give the advance of Rs. 1 crore eitherthroughRTGSorbytheDemand draftbeforethestartofnegotiations. 24thCoC 05.06.2020 · Discussion and Negotiation withthe Meeting interested Job Work Contractor in respect of operations of the Corporate Debtor. · A Fresh Job Work Agreement containing the final jobworkrates,final

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fixed amount of expenses and terms and conditions was agreed and signed byboththeJobWorkParties. 25th CoC 13.06.2020 · Discussion ontheoperationsofGPI Meeting Textiles Limited as the H1 Job Work Contractor, AggarsainSpinnersLimited has sent a mail for cancellation of contract and asked for refund of Rs. 1 Crore. RP has already discussed with H2 party to run the operations at the ratesofH1.

8. It is stated by the Applicant that as per the valuation reports, the fair value of the corporate debtor was assessed in terms of Regulation 35 of the CIRP Regulations which is given below:-

S.NO. NAME OF FAIRVALUE LIQUIDATION AVERAGE VALUER VALUE FAIRVALUE LIQUIDATION VALUE A. Land&Building

1. VastuGroup 86,12,70,687 64,59,53,015 92,60,36,272 74,40,67,297 2. M/s Creative 99,08,01,856 84,21,81,578 Consortium 3. SachinGoel 2,00,01,49,5 1,47,44,00,000 -- -- 38 B. Plant&Machinery

4. Mr.AnkitGoel 29,80,00,000 22,35,00,000 40,26,18,500 28,92,83,000 5. ITCOT 50,72,37,000 35,50,66,000 Consultancy ServicesPvtLtd C. Stock

6. Sanjeev Sharma 5,91,88,792 4,14,32,154 &Associate 3,57,45,016 NA 7. Naveen Soni & 1,23,01,240 75,94,992 Associate TotalValue 1,36,43,99,788 1,03,33,50,297

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9. It is submitted that in the 26th meeting of CoC held on 01.06.2022 (Annexure A-6 of the application), the members have resolved to publish a fresh FORM-G in order to invite fresh resolution plans for the Corporate Debtor and it was decided to publish the FORM G in two newspapers namely “Indian Express-all India edition” and “Amar Ujala”.The last date of submission of EOI as per Form G was 17.06.2022. In the 28th meeting which was convened on 16.06.2022 (Annexure A-9 of the application), the CoC approved the Evaluation Matrix and the Request for Resolution Plan (RFRP). After the publication of Form G, It was apprised by the applicant in 29th meeting held on 01.07.2022, 18 Expression of Interest were received till the last date of submission i.e. 17.06.2022 and the last date for submission of resolution plan was fixed as 19.07.2022. 10. In the 30th meeting of the Committee of Creditors was convened on 20.07.2022, the Applicant apprised that 11 Resolution Plans has been received till the last date of submission of the resolution plan i.e. on 19.07.2022. All the eligible Prospective Resolution applicants in accordance with Section 29A of the Code were invited to the meeting and their Resolution Plans were presented before COC members. All PRA’s were invited separately to discuss and negotiate with the COC members in the 31st meeting of CoC held on 27.07.2022. The negotiations were deferred in view of the appeal filed by Aggarsains Spinners. 11. After the dismissal of appeal, the negotiations with PRA’S were held in the 34th meeting of the COC on 20.09.2022, wherein the negotiation was held. In the said meeting, a total of 27 rounds of negotiations were conducted with different PRAs and during different rounds of negotiations some PRA’s requested for withdrawal from the negotiation process.

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12. Meanwhile, in compliance of our order dated 10.10.2022, the Resolution applicant shall seek an affidavit under Section 29A of the Code along with undertaking under Regulation 36 of the IBBI (CIRP) Regulations, 2016 from earlier resolution applicants namely Navraj Mittal and Others (H2); M/s Shivani Trendz Private Limited (H3); and Pankaj Bhatia & Shreeji Cotfab (H4) and after that, they shall also be invited for negotiations in compliance of the above order. Despite various reminders, the aforesaid earlier resolution applicants neither submitted the EMD nor submitted the documents as requested. 13. It is pertinent to mention here that the order dated 24.05.2022 in CA No. 287/2019 has been challenged by the erstwhile Resolution Applicant of M/s Aggarsain Spinners Limited before Hon’ble NCLAT, New Delhi in Company Appeal (AT)(Insolvency) No. 635 and 636 of 2022 and the same has been dismissed by order dated 14.09.2022. The erstwhile Resolution Applicant has preferred an appeal before the Hon’ble Supreme Court in Civil Appeal No. 7015 and 7016 of 2022 in which the Resolution Applicant was given liberty to submit a fresh Resolution Plan with a fresh bank guarantee and further directions were given to return the bank guarantees and earnest money back to the appellant. 14. In the 38th meeting of the COC on 09.12.2022, the COC members discussed about the Hon’ble Supreme Court order dated 09.12.2022 in the matter of M/s Aggarsain Spinners Ltd Vs. GPI Textiles Limited wherein, Performance Bank Guarantee (PBG) & EMD was required to be returned back to M/s Aggarsain Spinners Ltd. It was further permitted by Hon’ble Supreme Court to Aggarsain Spinners Ltd to submit a Resolution Plan for the revival of the Corporate Debtor, within 30 days’ time period. Aggarsain Spinners Ltd submitted an affidavit under Section 29A of the Code along with undertaking under Regulation 36 of the CIRP

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Regulations on 06.01.2023 and 30 days expired on 08.01.2023 and no resolution plan from Aggarsain Spinners Limited has been received till 08.01.2023. 15. In terms of Regulation 39(3)(c) of the CIRP Regulations, 2016, the compliant resolution plans shall be placed before the Committee of Creditors for its approval/rejection. The Committee of Creditors also discussed and approved the Tie-Breaker formula. The Applicant placed the Reports under Section 29A of the Code and accordingly, placed the nine (9) Resolution Plans for voting in the 39th meeting of the CoC held on 12.01.2023. In the same meeting, the applicant placed the resolution for approval of Resolution plans and to liquidate the Corporate Debtor before the CoC for voting. 16. The Resolutions were placed for e-voting, which commenced on 15th January, 2023 to 31st January. After the conclusion of the e-voting, the Resolution Plan of Mr Anil Sharma & Mr Satvinder Singh has been approved by 100% voting share of the Committee of Creditors. A copy of the Resolution Plan along with Addendum is attached as Annexure A-27 of the application. 17. In pursuance to the approval of the Resolution Plan by the CoC, the Applicant issued a Letter of Intent dated 31.01.2023 to the Resolution Applicant The successful resolution applicant conveyed it’s unconditional acceptance on 01.02.2023. The successful resolution applicant has also submitted the Performance Bank Guarantee required under sub-regulation (4A) of Regulation 39 to the tune of Rs.16,50,00,000/- (Rupees Sixteen Crore Fifty Lakhs Only). Copy of Letter of Intent dated 31.01.2023 which signed and unconditionally accepted by the Resolution Applicant along with Performance Bank Guarantee is attached as Annexure A-28 of the application.

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18. The Resolution Applicant has submitted undertakings and affidavits stating that the Resolution Applicant is eligible under Section 29A of the Code. Copy of undertaking submitted by the Resolution Applicants under Section 29A of the Code and Regulation 39(1) of the CIRP Regulations, 2016 are attached as Annexure A-31 of the application. 19. The Successful Resolution Applicant has filed an affidavit through its Power of Attorney Holder stating that an amount of Rs. 124.90 lakhs and 48.46 lakhs of EPFO, Shimla (claim for Provident Fund) and ESIC (claim for ESI) is admitted by the Resolution Professional and the resolution plan provides for 100% payment of claims to EPFO, Shimla and ESIC within 30 days from the effective date. As per judgment passed by the Hon’ble NCLAT in the matter of “Sikander Singh Jamuwal Vs. Vinay Talwar Resolution Professional” Company Appeal(AT) (Ins)No. 483 of 2019 dated 11.03.2022. It is also undertaken by the Resolution Applicant that if any order is passed in terms of the provisions of Employees Provident Fund and Miscellaneous Provident Fund, 1952 and Payment of Gratuity Act, 1962 assessing the dues on or before the approval of the resolution plan and the SRA will comply with the payment of PF and gratuity dues in case of Sikander Singh Jamuwal Vs. Vinay Talwar Resolution Professional (Supra). The aforesaid affidavit furnished by SRA has been filed as Annexure A-7 of the Diary No. 00456/01 dated 20.02.2023. 20. The Resolution Professional of the Corporate Debtor has also filed an affidavit deposing that the Sales Tax and Excise Department has submitted a claim amounting to Rs. 9.63 crores and an amount of Rs. 5.89 crores has been verified. As per Section 73 of the Himachal Pradesh Excise Act, 2011, Excise revenue Department will have the first and recoverable as arrears of land revenue on the IANo.452/2023In CP(IB)No.35/Chd/HP/2018 (AdmittedMatter)

account of the judgement dated 06.09.2022 passed by Hon’ble Supreme Court of India in the matter of State Tax Officer (1) Vs. Rainbow Papers Limited in Civil Appeal No.1661 Of 2020 With With Civil Appeal No.2568 OF 2020 order dated 06.09.2022 Case citation: (2022) ibclaw.in 107 SC. After the discussion of the same in the 39th meeting held on 12.01.2023, it is decided that a total secured amount of Rs. 4.09 crores shall be paid to the State Tax & Excise Department as a Secured Creditor in accordance with the State Tax Officer Vs Rainbow Papers Limited judgement (Supra) in proportion to other secured financial creditors. The resolution plan considers the claims of statutory authorities where a security interest is created by law, as secured creditors for distribution under Section 53(1) of the Code. The aforesaid affidavit furnished by Resolution Professional has been filed as Annexure A-8 of the Diary No. 00456/01 dated 20.02.2023. 21. The Resolution Professional has also filed a compliance affidavit under Section 30(2)(b) The Resolution Professional has furnished another affidavit deposing that IDBI Bank Limited has filed its claim against the Corporate Debtor after the completion of CIRP Process with a delay of 502 days from the initiation of CIRP and 238 days from approval of Resolution Plan. The claim has been rejected by the Resolution Professional in terms of the provisions of the Code and underlying regulation and the same has been intimated to the IDBI by email dated 30.11.2019. The IDBI has approached this Hon’ble Tribunal by way of application on 21.09.2021 after almost two years from the date of rejection of claim and this Adjudication Authority by order dated 24.05.2022 has rejected the application filed by the IDBI Bank. However, when the resolution plan was rejected by order dated 24.05.2022 and CIRP was extended for 90 days, IDBI Bank limited once again requested Resolution Professional to consider their claims as creditor and the same has been IANo.452/2023In CP(IB)No.35/Chd/HP/2018 (AdmittedMatter)

rejected on the ground that Resolution Professional is unable to process the claim. The aforesaid affidavit furnished by Resolution Professional has been filed as Annexure A-9 of Diary No. 00456/01 dated 20.02.2023. 22. The Resolution Professional has also submitted a report submitted by the independent professional checking the eligibility of the Successful Resolution Applicant in terms of Section 29A of the IB Code, 2016 which is attached as Annexure A12 of the Diary No. 00456/01 dated 20.02.2023. 23. The Resolution Professional has filed and compliance affidavit vide Diary No. 00456/02 dated 22.02.2023 wherein it has been stated that the distribution of the amount offered in the Resolution Plan as approved by the CoC with 100% voting share is in compliance with Section 30(2)(b) of the Code. The amount proposed under the Resolution Plan for payment to operational creditors in the matter of Corporate Debtor is not less than the amount to be paid to such creditors in the event of liquidation of the Corporate Debtor under Section 53 of the Code of than 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 priority under Section 53(1) of the Code. 24. The relevant information with regard to the amount claimed, amount admitted, and the amount proposed to be paid by the Resolution Applicant under the said resolution plan as mentioned in Form H filed at Annexure A-29 of the application which is reproduced as below:- (AmountInLakhs) Sl. Category Sub-Category of Amount Amount Amount Amount No. of Stakeholder Claimed Admitted Provided Provided to the Stakehol under the Amount der* Plan(In Claimed(%) lakhs)

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(1) (2) (3) (4) (5) (6) (7)

1 Secured (a) Creditors not Financial having a right to vote Creditors under Sub Section (2) of21 (b) Other than (a) above:

(i) who did not vote in favour oftheresolution Plan (ii) who voted infavour 30953.33 30953.33 14889 48.10% oftheresolutionplan Total[(a)+(b)] 30953.33 30953.33 14889 48.10%

2 Unsecure (a) Creditors not 23858.85 949.73 0 0.00 d having a right to vote Financial under sub-section (2) Creditors ofsection21 (b) Other than (a) above: (i) who did not vote in favour of the resolutionPlan (ii) who voted in favour of the resolutionplan Total[(a)+(b)] 23858.85 949.73 0.00 0.00

3 Operation (a) Related Party of al CorporateDebtor Creditors (b) Other than (a) above:

(i)Governmentdues (a) State and Excise dept Securedclaim 408.56 153.80 196.50 48.10%

Unsecuredclaim 554.19 435.10 0 0 (b)ProvidentFund 124.90 124.90 124.90 100%

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(c) ESIC 48.46 48.46 48.46 100% (d)OtherGovtDues 1104.39 726.06 (i)TotalofGovtdues 2240.5 1488.32 369.86 16.50 (ii)Workmen 228.84 226.69 226.69 99.16% (iii)Employees 297.48 223.89 223.89 75.30% (iv)Operational Creditors 6872.03 4642.92 51.00 0.74% Total[(a)+(b)] 9638.85 6581.82 871.44 9.04% 4 Other Creditors (other than debts and FinancialCreditorsand dues OperationalCreditors) GrandTotal 64451.03 38484.88 15760.44

25. It is submitted that The Resolution Plan shall be implemented as per the following schedule:

Action Timeline EarnestMoneyofRs.102.07lacs Along with the submission of Resolution plan Submission of Bank Guarantee of Rs. 16.50 Crores- 10% Within 7 business days of approval of of the plan value) or bank transfer throughnormalbanking resolutionplanbyCoC channels Effectivedate X

FormationofMonitoringAgency X+7 Vacation of the officeofsuspendeddirectors,appointment X<=30 ofnewdirectorsintheboardofcorporatedebtor Extinguishment of all existing shares and issue of fresh X<=30 shares in f/o new Resolution Applicant or the persons nominatedbythem Intimation to the statutory authorities, creditors, existing Within7daysfromthedateoffinalpayment shareholdersandotherstakeholdersoftheCompany CIRPcost Rs.700.00lacs

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100%within30daysofeffectivedate(withoutinterest) FinancialCreditors Rs.15000.00lacs* 100%within30daysofeffectivedate(withoutinterest) Workmen and employee dues 100% within 30 days of Rs.450.58lacs* effectivedate(withoutinterest) Operational Creditors dues 100% within 30 days of Rs.249.42lacs* effectivedate(withoutinterest) Return of Performance Bank Guarantee totheentitywhich Within 7 days of last payment to the hasprovidedthesame financialcreditors RefundofEMDofRs.102.07lacstotheremitter Within 7 days of last payment to the financialcreditors Note:*TheAmountswillbeasperFormH 26. The Applicant has submitted the details of various compliances as envisaged by the Code and the CIRP Regulations, which a Resolution Plan is required to adhere to, as follows: Compliance with section 25(2)(h), 29A, 30(2) of the Code and mandatory contents of Resolution Plan in terms of Regulation 38 & 39(4) of CIRP Regulations

Section of the Requirement with respect to ClauseofResolutionPlan Compliance Code/Regulation ResolutionPlan (Yes/No) No.

25(2)(h) Whether the Resolution Applicant Yes, as per the eligibility Yes meets the criteria approved by the criteria at Page no. 563 and CoC having regard to the Page No. 564 of the Main complexity and scaleofoperations Application ofbusinessoftheCD? Section29A Whether the Resolution Applicant Yes, as per Section 29A Yes is eligible to submit resolutionplan affidavit filed as ANNEXURE as per final list of Resolution A-31 of the main application Professional or Order,ifany,ofthe submitted by the Successful AdjudicatingAuthority? esolutionApplicant. Further, the successful resolution applicant fulfils the eligibilitycriteria. Section30(1) Whether the Resolution Applicant Yes, as per affidavit as Yes has submitted an affidavit stating ANNEXURE A-31 oftheMain thatitiseligible? application

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Section30(2) WhethertheResolutionPlan- Yes (a) provides for the payment of a) Yes, at Page No 66 ofthe insolvency resolution process Resolution Plan which is costs? attached as Annexure No. A-27 (Relevant page no. 603 of the main application.), Resolution Applicant has statedasfollows ““As informed by the Resolution Professional, the unpaid CIRP cost till the approval of the Resolution Plan is estimated at Rs. 700 lacs. The Resolution Applicants agreed to bearthe CIRP cost (including any unpaid CIRP cost) up to Rs. 700 lacs in priority to other debts. Any increase or decrease in remaining estimated/ expected CIRP cost shall be payable by the secured financial creditors or adjusted withthefinalamount as mentioned in the ResolutionPlan”. (b) provides for thepaymenttothe At Page No 51 – 57 of the Yes operationalcreditors? Resolution Plan which is attached as Annexure No. A-27 (Relevant page no. 580-594) of the main application. (c) provides for the paymenttothe At Page No 49 of the Yes financial creditors whodidnotvote Resolution Plan which is infavouroftheresolutionplan? attached as Annexure No. A-27 (Relevant page no 585-588) and addendum to (vii) the Resolution plan attached as Annexure No. A-27 (Relevant page no 633-634) of the main application, the Resolution Applicant has statedasfollows: “Dissenting financial creditors shall be paid in priority over financial creditors who voted in favour of the plan (Regulation 38(1) (b) of CIRP regulations). (vi) Section30(2)(b) of IBC- Dissenting Financial Creditors —---------------------------

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RA defines term of payment of Dissenting FC as 24 hours in priority to other financial creditors For the purpose of this financial proposal, the Resolution Applicants have assumed that there are no Dissenting Financial Creditors. However, if there are any Dissenting Financial Creditors, the amount payable to them shall bepaid in priority to the financial creditors who has voted in favour of the plan, in accordance with the code. However, the total payable amount under this clause shall not be more than what has been proposed for the payment of financial creditors under this plan and the said amount shall be accordingly adjusted in the amounts that proposed to be infusedasset outintheResolutionPlan.” (d) provides for the management At Page No 61 of the Yes of the affairs of the corporate Resolution Plan which is debtor? attached as Annexure No. A-27 (Relevant page no 598-599) of the main application, the Resolution Applicant provides for management of the affairs of (ix) theCorporateDebtor (e) providesfortheimplementation Yes at Page No 60 of the and supervision of the resolution Resolution Plan which is plan? attached as Annexure No. A-27 (Relevant page no.597) of the main application, the Resolution Applicants states asfollow: (xi) “Implementation: Implementation and supervision of the Resolution Plan shall be done by Resolution Professional in consultation with the COC. Further the Resolution Applicants also propose to appoint present Resolution Professional as Monitoring and Supervising Professional

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at the present fee immediately after the approval of plan by the Hon’bleNCLT. Upon approval of the Resolution Plan by the Adjudicating Authority, the Resolution Applicants will appoint new board of directors to manage the affairsofCorporateDebtor.” (xii) (f)Contraveneanyofthe Declaration has been made Yes provisions of the law for the time by the Applicant to that effect beinginforce? in the Resolution Plan at Page 44 of the Resolution Plan which is attached as (xiii) Annexure No. A-27 (Relevant page no 581) of the main application. It says that: “Section 30 (2) (e) of IBC: The Resolution Applicants have taken utmost care, while preparing the Resolution Plan. The Resolution Applicants confirm that the Resolution Plandoes not contravene any provision of applicable law for the time beinginforce.” Section30(4) WhethertheResolutionPlan (xiv) (a)isfeasibleandviable, Yes Yes accordingtotheCoC? (xv) (b)hasbeenapproved Yes, approved by 100% Yes by the CoC with 66% voting Voting Share at ANNEXURE share? A-26PageNo.501-502ofthe main application(E- Voting Results) Section31(1) Whether the Resolution Plan has Yes, CoC has approved the Yes provisions for its effective appointment of Monitoring implementation plan, according to Professional Mr. Jalesh theCoC? Kumar Grover for the implementation of the Resolution Plan in the 39TH CoC Meeting held on 12.01.2023 (ANNEXURE A-25) at Page No. 461 of the main application (Minutes of the 39TH CoC meeting). Voting Sheet (Page No. ANNEXURE A-26 Page No. 520

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Monitoring shall be done by Monitoring Agency consisting of one representative of the Resolution Applicant, representativeoftheCoCand the present Resolution Professional;

Regulation38(1) Whether the amount due to the AtPageNo51–57andPage Yes operational creditors under the 59 of the Resolution Plan resolution plan has been given which is attached as priority in payment over financial Annexure No. 27 (Relevant creditors? page no. 588-594) of the mainapplication. Regulation Whether the resolution plan At Page 59 – 60 of the Yes 38(1A) includes a statement as to how it Resolution Plan which is has dealt with the interests of all attached as Annexure No. 27 stakeholders? (Relevant page no. 596-597) of the main application, the Resolution Applicant has mentioned the financial proposal indicating the amount to be paid to each creditor. Regulation (i) Whether the Resolution At Page 60, of theResolution No 38(1B) Applicant or any of its related plan which is attached as parties has failed to implement or Annexure No. 27 (Relevant contributed to the failure of page no. 597) of the main implementation of any resolution application, the Resolution planapprovedundertheCode. Applicant has declared that neither the Resolution Applicant nor any of its related parties have ever failed to implement or contributed to the failure of implementation of any other resolution plan approved by the NCLT at any time in the past. (xix) (ii) If so, whether the NotApplicable Resolution Applicant has submitted the statement giving (xx) details of such non-implementation? Regulation38(2) (b) WhethertheResolutionPlanprovides:

(a) the term of the plan and its The Resolution Applicant Yes implementationschedule? proposes to implement the entire Resolution Plan within a period of 30 days from effectivedateasmentionedat Page 60 of the Resolution

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Plan which is attached as Annexure No. 27 (Relevant page no. 597) of the main application. Effective date is defined as “means the date onwhichthe Adjudicating Authority approved the Resolution Plan” (iii) (b) for the management and Page No 61 oftheResolution control of the business of the Plan provides for Yes corporatedebtorduringitsterm? managementoftheCorporate Debtor which is attached as Annexure No. 27 (Relevant page no. 598-599) of the mainapplication (iv)(c) adequate means for At Page No 61 of the supervisingitsimplementation? Resolution Plan which is attached as Annexure No. 27 (Relevant page no. 598-599) of the main application, (v) Resolution Applicant provides for supervision of the implementation of resolution plan 38(3) Whether the resolution plan demonstratesthat– (a) it addresses the cause of At Page No 62-63 of the Yes default? Resolution Plan which is attached as Annexure 27 (relevant page no. 599-600) ofthemainapplication. (vii) (b)itisfeasibleandviable? At Page No 62-63 of the Resolution Plan which is Yes attached as Annexure 27 (RelevantPageno.599-600of themainapplication.) (c) it hasprovisionsforitseffective At Page No 62-63 of the (viii) implementation? Resolution Plan which is attached as Annexure No. 27 (Relevant page no. 599-600 ofthemainapplication). (d) it has provisions for approvals At Page No 62-63 of the required and the timeline for the Resolution Plan which is (ix) same? attached as Annexure No.27 (Relevant Page No. 599-600 ofthemainapplication.

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(e) the resolutionapplicanthasthe At Page No 62-63of the capability to implement the Resolution Plan which is resolutionplan? attached as Annexure 27 (Relevant Page No. 599-600 ofthemainapplication. The Resolution Applicant has claimed to be financially sound and capable of implementing the Resolution (x) plan, which has to be considered by the Committee ofCreditors 39(2) (c) WhethertheRPhas Yes. Vide Diary No. 4370 Yes filed applications in respect of Application in respect of transactions observed, found or preferential transactions. determinedbyhim? Further, after receipt of the Forensic Audit Report, vide diary no. 2512 dated 16.05.2019, RP filed an application in respect of fraudulent, extortionate and undervalued transactions. Further, vide order dated 26.07.2022, Hon’ble Bench was pleased directed to file segregated applications which have been filed vide diary no. 00246/2023 dated 18.01.2023 (under section 45 & 49), Diary No. 00247/2023 dated 18.01.2023 (under Section 66) and Diary No 245/2023 dated 18.01.2023 (undersection50). Regulation39(4) (d) Provide details of The Successful Resolution Yes performance security received, as applicant has submitted the referred to in sub-regulation (4A) Performance Bank ofRegulation36B. Guarantee(PBG) of Rs. 16.5 Croreinthefavouroffinancial Creditor, Phoenix ARC Private Limited. Copy of PBG is attached as Annexure No. 28 at Page 640-645 of the mainapplication

27. It is submitted that the resolution applicant have adequate liquid net worth to fund the plan from their own sources. Additionally, liquid funds are also available in the Companies/ firms and entities controlled/ owned by the RAs. Copies of the net

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worth certificates of the RAs are submitted separately to the Resolution Professional. 28. Summary of the Payment Schedule under the Resolution Plan is extracted as below:-

Particulars AmountinCrore Detailsofpayment

EarnestMoneyDeposit 1.00 Along with the Resolution Plan vide RTGS No. BOFAR32022071500114504- SATVINDER SINGH- 10207314 dated 15.07.2022 Upfront Contribution, if any, as per the 165.00 Within 30 days of approval of Resolution Resolution Plan submitted by the PlanbyNCLT applicant Performance Security under Regulation 16.50 (10%ofthe Within 7 business days of approval of 39(4) planvalue) resolution Plan by CoC vide BG No. Sub Regulation (4A) of Regulation 36B 0013NDLG00041023dated02.02.2023 readwithRegulation39(4)

29. Measures required for the implementation of the Resolution Plan in terms of Regulation 37 of CIRP Regulations are extracted below:

PROVISION REQUIREMENT RELEVANTPARA/PAGE

Regulation 37(a) of Transfer ofCorporateDebtor’sassetsto N.A. CIRP oneormoreperson. Regulation 37(b) of sale of all or part of the assets whether N.A. CIRP subjecttoanysecurityinterestornot Regulation 37(ba) of restructuring of the corporate debtor, by NA as no merger, CIRP way of merger, amalgamation and amalgamation or demerger demerger has been proposed during thetenureofplan. Regulation37(c)of Substantial acquisition of shares or Existing shares of the CIRP merger or consolidation of corporate Corporate Debtor shall be debtorwithoneormoreperson extinguished andtheRAwill issuefreshShares. Pointno.1(Page63) Regulation37(ca)of Cancellation or delisting of any shares The shares of existing CIRP ofthecorporatedebtor,ifapplicable shareholders of the Corporate Debtor will automatically stand cancelled by way of Reduction of Share Capital

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upon approval of this Resolution Plan by the AdjudicatingAuthority. Pointno.1(Page63) Regulation 37(d) of Satisfaction or modification of any The Security Interest CIRP securityinterest (mortgage/ hypothecation/ pledge/lien/encumbrance)of any creditorontheassetsof the Corporate Debtor willbe extinguished upon the approval of this Resolution Plan by the Adjudicating Authority. Pointno.F(page77) Regulation37(e)of Curing or waiving of any breach of N.A. CIRP terms of any debt due from the CorporateDebtor Regulation37(f)ofCIRP Reduction in amount payable to Pointno.7(Page69) creditors Regulation37(g)of Extension of maturity date or change in N.A. CIRP interestrateorothertermsofadebtdue fromCorporateDebtor Regulation37(h)of Amendment in Constitutional Document Pointno.2(Page65) CIRP ofCorporateDebtor Regulation37(i)ofCIRP Issuance of securities of Corporate 100% stake/shares of the Debtor for cash, property, securities, or Corporate Debtor will be in exchange for claims or interests, or acquired by issuance of otherappropriatepurpose freshShares. Pointno.1(Page64) Regulation37(j)ofCIRP Change in portfolio of goodsorservices Pointno.6(Page38) produced or rendered by Corporate Debtor Regulation 37(k) of Change in technology used by N.A. CIRP CorporateDebtor Regulation37(l)ofCIRP Obtaining necessary approvals from Pointno.3(Page43) CentralandStateGovernments.

30. Waivers, Reliefs, and Exemptions sought in the Resolution Plan are extracted below :-

S.No. The plan is approved subject to the observations Reliefand/orConcessionsandApprovalsSought as below made in the column next to the prayer forrelief.

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1. Tograntexemptionfromtheapplicabilityof This is for Income Tax 1. income tax provisions (including section 41(1) or Authorities and other section 28 of the Income Tax Act) in respect to appropriate authorities to remission/ cessation of liability, if any, to the Consider, keeping in view Company, for the purpose of implementationofthis theobjectsofIBC,2016 ResolutionPlan. 2. To provide relief to theCompanyfromall past litigation, up to the effective date, pending at differentlevelsandprovidewaiverfromalltaxdues, including interest, penalty & prosecution for all historic disclosed tax dues and undisclosed tax dues. All pending notices, assessment orders, pending summons and pending assessments towards the company would be treated as closed. Further, no action would be taken for any action/ transaction carried out before the implementation date. It is clarifiedthatnotax(includinginterestand penalty) would be paid for any liability or claim raised or non-compliance for the period up to the effective date. Further, any re-assessment, revision or other proceedings under the provisionofIncome tax act would be deemed to bebarredinrelationto any period prior to the effective date by virtue of order of Hon’ble NCLT approving this Resolution Plan and the Company and/or the RAs shall at no point of time be, directly or indirectly, held responsibleorliableinrelationthereto.

3. TheCompanybeallowedtocarryforward losses and depreciation as per provision of the Income Tax Act, 1961 under section 79 of the IncometaxAct. There has been amendment in Income tax Act in the Budget for the year 2018-19 as enumerated below: After the second proviso,thefollowingprovisoshall beinserted,namely: Nothingcontainedinsub-section(1)shallapply,— to a company where a change in the shareholding takes place in a previous year pursuant to a resolution plan approved under the Insolvency and Bankruptcy Code, 2016(31of2016),afteraffording a reasonable opportunity of being heard to the jurisdictional Principal Commissioner or Commissioner; 4. TograntwaivertotheCompany/RAsfrom the applicability of Section 281 of the Income Tax Act for the purpose of implementation of the Resolutionplan. 5. To provide relief from any tax liability arising on account of section 56 of the Income Tax Act pursuant to the implementation of the Resolutionplan. 1. To provide relief to the Company such that This is for Income Tax 2. all pending litigation, notices, past and ongoing Authorities and Custom assessments, past and ongoing investigations, tax authorities to Consider, demands under all indirect tax statues towards the keeping in view the objects company would be treatedasclosedandnofurther ofIBC,2016

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action would be taken for any action/ transaction carried out before the effective date. It is clarified that no tax (including any interest orpenalty)would be paid for any liability or claim for the periodupto effectivedate. 2. To provide relief to the Company for any non-compliances under all Indirect Tax statures for theperioduptotheeffectivedate. 3. To provide relief against any tax dues, along with interest andpenalty(includingallhistoric disclosed tax dues and undisclosed tax dues, whether assessed or not, whether a demand has been raised or not, whether claimed or unclaimed, admitted or not, crystalized or not, known or unknown, disputedorundisputed,presentorfuture) under any Indirect tax statue up to the effective date. All such tax dues along with interest and penalty for the period up to the effective date,shall be written off in full and will be deemed to be permanently extinguished and the Companyand/or RAs shall at no point of time, be directly or indirectly, held responsible or liable in relation thereto. 4. The Company and/or RAs shall not be liable in any manner whatsoever or otherwise prosecuted (threatened,impleadedorotherwise)as a result of, arising from or in connection with, any transaction, act, omission, commission, defaults (whether identified or unidentified) of the Company or existing promoters, directors, KMPs, subsidiary/ associate/group companies, for a period up to the effectivedate.

5. The Company and/or RAs shall not be liable in any manner whatsoever or otherwise prosecuted (threatened,impleadedorotherwise)as a result of any tax not paid or short paid or erroneously refundedorinputcreditwronglyavailed orutilized,anycontraventionofanyprovisionofany indirect taxes act or rules made thereunderasmay be prescribed by the company or existing promoters, directors, KMPs, subsidiary/ associate/group companies, for a period up to the effectivedate. 6. The Company shall be entitled to carry forward the accumulated input tax credit balances under the Indirect Tax Laws and to utilized such amounts to set off against tax liability arising in futureinaccordancewiththeapplicablelaws. 7. All benefits, exemptions, deductions, rebates, reliefs, credits etc. under any tax laws in India available to the Company shall not lapse pursuant to the Resolution Plan and shall be availablepostimplementationdate. RBI to waive all past non-compliances of the These waivers will be 3. Company under FEMA, Reserve Bank of India Act subject to the RBI’s and the regulations, notifications, directions, RegulatoryFramework. guidelines, circulars, press release (hereinafter

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collectively referred to as “Regulatory Framework”) issued thereunder and the Company and/or RAs shall not be liable for any non-compliances under the aforesaid Regulatory Framework for the period priortotheeffectivedate. 1. Existing Equity Share Capital Rs. 8313.09 This is for the appropriate 4. lacs (comprising 166261848 numbers of shares of authorities to consider Rs. 5/- each) and Preference Share Capital of Rs. keeping in view of theclean 5567.32 lacs (comprising 95886496 number of slate principle envisaged CRPS-2 and15460000numberofNCRPS)shallbe underIBC,2016. written off without any implicationunderIncometax act, 1961 and companies Act, 2013. Further 59900000 number of CRPS-1 (fell due for redemption on 03.09.2015 and now shown under other liabilities in the financial statements of the Corporate Debtor) are also be written off without anyimplicationunderIncometaxact,1961. 2. Waiver approval by NCLT for any past liabilities, penalties and any form of payment by way of Late Fees,damages,prosecutionetc.which occurred or become due because of any non-compliance related to Companies Act and Rulestilltheeffectivedate.

3. The Registrar of Companies to take on record upon approval of Resolution Plan from Hon'bleNCLT,withoutfurthercompliances. 4. Waiver to maintain/ reconstruct past records of the Corporate Debtor, if any, till the approvalofplanbyNCLT. 5. Waiver to hold past Annual General MeetingsoftheCorporateDebtor,ifany. 1. Liberty to changethenameofthecompany This is for the government 5. and the approval of the State Government without authorities to Consider, anytaximplications keeping in view the objects 2. Coverage under the incentives offered by ofIBC,2016, State Government for sick industrial units or any otherincentives. 3. Time period of twelve months from the effective date to ensure compliance in relation to non-compliance of Applicable laws by the Corporate Debtor to any period up to effectivedate withoutanyadditionalinterestandpenalty. 4. The relevant Government/ Statutory authorities shall not initiateanyinvestigation,action or proceeding against the Resolution Applicant or the new management (upon acquisition of Corporate Debtor) including the Board of Directors, in relation to any non-compliance with Applicable laws by the Corporate Debtor pertaining to any perioduptoeffectivedate.

5. It is probable that certain of the business permits of the corporate debtor have lapsed, expired, suspended, cancelled, revoked or terminated or the corporate debtor has non compliances in relation thereto. Accordingly, all Government authorities that haveissuedorgranted

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such business permits to provide reasonable time period of at least twelve months after the effective date in order to the Resolution Applicant to assess the status of business permits and applicable laws without initiating any investigation, action or proceeding in relation to non-compliance, and to permit the Resolution Applicant to continue to operate the business of the corporate debtor as carriedoutpriortoeffectivedate. 6. 100%extinguishmentofunclaimedamount of all other Central and state Government Authorities (Including dues of Land Revenue Department(ifany)uptoeffectivedate. 7. All concerned revenue or stamp authorities to waive penalties for non-registration and inadequate or non-stamping of documents executedbytheCompanyuptotheeffectivedate. 8. No liability towards unearned increase, processing fee, extension fee and other fee, charges, dues as may be applicable on account of transfer of leasehold rights pursuant to change in theownershipstructureoftheCorporateDebtor. 1. On receipt of the payment of their dues as Relief No. 1 and 2 are 6. per this plan, the financial creditors shall release granted in terms of the their chargeoveralltheassetsofCorporateDebtor, judgement of Hon’ble which have been provided as security against the Supreme Court in case of facilities availed from the financial lenders and no Ghanshyam Mishra and amount of any natureshallbepayableeitherbythe Sons Private Limited Resolution Applicants or by the corporate debtor through Authorised having new management / directors, except as Signatory vs. Edelweiss providedforintheresolutionplan.

Asset Reconstruction 2. The Financial Creditors shall withdraw any Company Limited through suits/ applications related to recovery or any other the Director & Ors. 2021 nature filed against the Corporate Debtor SCCOnlineSC313. whatsoever pending in any court of law/ tribunal For the other reliefs, those and any effect of suits/applications decided are to be considered by the thereafter and related to past events (pre CIRP respective financial date) will stand infructuous aftertheapprovalofthe institutions keeping in view plan. However, any suits against the guarantors the objects of the IB shallremaincontinued,afterapprovalofplan Code,2016. 3. The Resolution Applicants will have the option to pre pay the dues of the Financial Creditors,withoutanyadditionallevies; 4. After the implementation of the Resolution Plan all fixed assets and current assets as specifically provided for in the plan (except written off, recovery proceedings of avoidance, fraudulent or undervalued transaction and claim filed by RP against HSBC), will solely remain under the ownership and right of corporate debtor and no other person will have the right on these assets in future.

It shall be noted that, secured financial creditors shall bethesolebeneficiary(intheratioof claims admitted) of any future recoveries from amount written off and recoveries made under the application filed by the Resolution Professional undersection60(5)(b)ofIBC,2016.

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5. Specific Order to the Financial Creditors to "UPGRADE" the Account of Corporate Debtor with Banks/FI under the CIBIL Mechanism to "Standard Category" from NPA on the completion of the Resolution PlansoastoenabletheNewPromoters (Resolution Applicants) to revive the business of Corporate Debtor afresh and such action would enable the Resolution Applicant to quickly turn aroundtheCorporateDebtor. 1. To waive off all the future/subsequent This is for the appropriate demands/claims/suits etc. against the corporate authorities to consider debtorrelatedtotheeventsuptoeffectivedate; keeping in view of theclean 2. To waive off the contingent liability as may slate principle envisaged arise up to effective date and also which are not underIBC,2016. captured related to period before approval of ResolutionPlan. 3. All claims, rights of existing Promoter/ Promoter group against the Corporate Debtor, unless covered in the Resolution Plan, shall stand irrevocably and unconditionally extinguished and ineffectiveonapprovalofResolutionPlan. 4. All Government/ Regulatory Authorities to grant any relief, concessionordispensationasmay be required for implementation of the transaction contemplatedundertheResolutionPlan. 5. HimachalPradeshStateElectricityBoardto continue supply the electricity without insisting the old dues. Further, the security deposit of CD with the Electricity Board to continue with the new management of the CD and not to be adjusted againsttheolddues. 6. The Corporate Debtor and the Resolution Applicant are responsible only for the liabilities specifically mentioned and undertaken by it in the Resolution Plan. To clarify,theResolutionApplicant shall not be responsible for the liabilities not mentioned/undertakenintheResolutionPlan. 7. No liability on the Corporate Debtor and/or RAs due to failure of the company to getitsshares listed onanyrecognisedstockexchangeintermsof the modified Scheme of Arrangement approved by the Hon’ble High Court of Himachal Pradesh at Shimlain2004.

31. On a perusal of the reliefs etc sought above, it is seen that the same is claimed mainly under three categories, under different judicial pronouncements, and under powers pertaining to different government authorities/departments. As regards the aforementioned claims under the IBC, it is clarified that this Adjudicating Authority has powers to decide the reliefs claimed which are directly relatable to IANo.452/2023In CP(IB)No.35/Chd/HP/2018 (AdmittedMatter)

the Resolution Process and not over those pertaining to extraneous issues. Regarding the reliefs/waivers pertaining to the domain of various departments/governmental authorities, it is further clarified that this Adjudicating Authority has no power to sanction these waivers, etc. and the Successful Resolution Applicant is at liberty to approach the competent authorities/courts/legal forums/office(s) Government or Semi-Government/State or Central Government for appropriate relief(s) sought in the plan. Approval of the Resolution Plan does not mean automatic waivers. 32. It is directed that any relief sought in the resolution plan, where the contract/agreement/understanding/proceedings/actions/notice etc., is not specifically identified or is for future and contingent liability, is at this moment not acceded to. 33. The Resolution Applicants shall obtain the necessary approval required under any law for the time being in force within one year from the date of this order or within such period as provided for in such law, whichever is later. 34. The Resolution Professional submitted that the following application for Avoidance Transactions are pending and the following information is furnished as to who will pursue those applications and bear expenses on the same :-

S.NO. UnderSection DiaryNo./IANo. Tobepursuedby ExpensesIncurredby

1. 45and49 DiaryNo00246/2023 Resolution TobeincurredbybothFCsina dated17.01.2023 Professional mannerproportionatetotheir claim 2. 66 DiaryNo00247/2023 Resolution TobeincurredbybothFCsina dated17.01.2023 Professional mannerproportionatetotheir claim 3. 50 DiaryNo00248dated Resolution TobeincurredbybothFCsina 17.01.2023 Professional mannerproportionatetotheir claim

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Findings

35. On hearing the submissions made by the learned counsel for the Resolution Professional and perusing the records, we find that the Resolution Plan has been approved at a total Resolution Value of Rs. 16500 Lacs. The resolution applicant proposes to make payment to secured financial creditors Rs. 14889 Lacs and Rs. 420.86 Lacs to the Operational Creditors(including statutory dues) and Rs. 450.58 Lacs to Workmen/employees. 36. As per the CoC, the Resolution Plan meets the requirement of being viable and feasible for the revival of the Corporate Debtor. By and large, all the compliances have been done by the RP and the Resolution Applicant for making the plan effective after approval by this Bench. 37. On perusal of the documents on record, we are satisfied that the Resolution Plan is in accordance with Sections 30 and 31 of the Code and complies with Regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. Orders

38. Therefore, subject to the observations made in this order, we hereby accord our approval to the Resolution Plan along with the addendum. 39. It is further directed that the Resolution Applicant, on taking control of the corporate debtor, shall ensure compliance under all applicable laws for the time being in force. As far as the question of granting time to comply with the statutory obligations or seeking sanctions from governmental authorities is concerned, the Resolution Applicant is directed to do the same within one year as prescribed under Section 31(4) of the Code.

IANo.452/2023In CP(IB)No.35/Chd/HP/2018 (AdmittedMatter)

40. The Resolution Plan as approved shall be binding on the corporate debtor and its employees, members, and creditors, including the Central Government, State Government, or Local Authority, to whom a debt in respect of the payment of dues arising under any law for the time being in force such as authorities to whom statutory dues are owned, guarantors and other stakeholders involved in the resolution plan. 41. The Moratorium imposed under Section 14 shall cease to have effect from the date of this order. 42. The Resolution Professional shall stand discharged from his duties with effect from the date of this order. However, he shall perform his duties in terms of the Resolution Plan as approved by this Adjudicating Authority. 43. The Resolution Professional is further directed to hand over all records and properties to the Resolution Applicant and shall finalize the further line of action required for starting the operation. The Resolution Applicant shall have access to all the records and premises of the corporate debtor through the Resolution Professional to finalize the further line of action required for starting the operation. 44. In case of non-compliance with this order or withdrawal of the Resolution Plan, the performance security amount already paid by the Resolution Applicant shall be liable to be forfeited, in addition to such further action as may be permitted under the law. 45. Liberty is hereby granted for moving any application if required in connection with the implementation of this Resolution Plan. 46. The Resolution Professional shall forward all records relating to the conduct of the CIRP and the resolution plan to the Board to be recorded on its database.

IANo.452/2023In CP(IB)No.35/Chd/HP/2018 (AdmittedMatter)

47. The Resolution Professional shall file a copy of this order with the Concerned Registrar of Companies, inter alia, for updating the status of the corporate debtor. 48. Additionally, the Registry shall send a copy of this order to the Registrar of Companies, Punjab and Chandigarh. 49. The application bearing IA No. 452 of 2023 is allowed and the main Company Petition, i.e., CP (IB) No. 35/Chd/Hp/2018, shall stand disposed of accordingly. 50. Certified copy of this order may be issued, if applied for, upon compliance with all requisite formalities.

-sd- -sd- (Subrata Kumar Dash) (Harnam Singh Thakur) Member (Technical) Member (Judicial) April 27, 2023 SA/PRF

IANo.452/2023In CP(IB)No.35/Chd/HP/2018 (AdmittedMatter)