Approval of Resolution Plan - Greatwall Corporate Services Private Limited

1. The above captioned Application was filed under Section 30(6) and Section 31, of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as the “Code”) by the Resolution Professional (hereinafter referred as the “Applicant”), seeking approval of the Resolution Plan, submitted by the Resolution Applicant - Mr. Karan Misal in consortium with Mr. Ashish Kadam and Mr. Rushabh Ranawat, which was approved by 75.27% voting shares of the members of the Committee of Creditors (hereinafter referred to as ‘COC’).

2. The facts leading to the Application are as under: a. Corporate Insolvency Resolution Process (CIRP) of the Corporate Debtor was initiated, vide an order dated 15.03.2022, under Section 7 of the Insolvency and Bankruptcy Code 2016 (hereinafter referred to as ‘the Code’) and Mr. Atul Rajwadkar, was appointed as Interim Resolution Professional. The IRP, constituted the Committee of Creditors. The COC in its 2nd meeting held on 24.05.2022 replaced Mr. Atul Rajwadkar with the present Applicant (Mr. Prashant Jain) as the Resolution Professional. The IRP published a public announcement as per Section 15 of the Code, inviting claims from the creditors of the Corporate Debtor.

b. The Applicant published a Public Announcement in Form A in accordance with Section 15 of the Code read with Regulation 6 of the CIRP Regulations, on 17.03.2022, inviting submission of proof of claims from the creditors of the Corporate Debtor, on or before 29.03.2022.

c. The claims received and accepted by Resolution Professional are as under:

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Details of Secured Financial Creditors of the Corporate Debtor.

% of S Name of Amount of voting No Creditors Amount claim admitted share in Claimed COC 1 Bank of 27,19,84,743.00 2 7 ,19,84,743.00 74.95% Maharashtra Total 27,19,84,743.00 2 7 ,19,84,743.00 74.95%

Details of Unsecured Financial Creditors of the Corporate Debtor being related Party.

% of S Name of Amount of voting No Creditors Amount claim admitted share in Claimed COC 1 HDFC Bank 45,61,461 32,67,028 0.90%

2 Nagpur 86,462,438.00 8 6, 462,438.00 2 3.83% Nagarik Sahakari Bank Limited 3 IIFL 2449499.95 1178687.59 0.32% Total 8,97,29,466.00 24.80%

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Details of Operational Creditors and Statutory Creditors of the Corporate Debtor:

DEPARTMENT AMOUNT AMOUNT CLAIMED ADMITTED Employees State 1,39,45,731 81,24,147.94 Insurance Corporation, Pune Department of Goods and 29,44,09,569 29,44,09,569 Services Tax Profession Tax Officer 1,88,53,670 16829154.75 Income Tax Officer 91,24,309 54,54,105 Office of Assistant/ 1,37,40,118 1,37,40,118 Deputy Commissioner of Central Tax Regional Provident Fund 7,14,65,776 7,14,65,776 Commissioner R.M. Manlift 7,62,422 3,91,964 Banjara Hills Central GST 79,18,454 78,21,764 Division, Hyderabad GST Commissionerate TOTAL 43,02,20,049 41,82,36,599

3. After receiving the claims, the Committee of Creditors was constituted. The constitution of COC is as under:

Sr. Name of the COC Nature Voting Voting No. Member % to the Plan

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1. Bank of Maharashtra Secured 74.95% Approve 2. Nagpur Nagarik Unsecured 23.83% Abstain Sahakari Bank 3. HDFC Bank 0.90% Reject 4. IIFL 0.32% Approve Total 100

4. The CoC decided to appoint valuers. The Resolution Professional accordingly appointed two set of Registered Valuers - Shailendra S. Mourya, Ankit Gupta and Charudutt Marathe (collectively, hereinafter referred to as “Valuer 1”) and Abhishek Shrikant Joshi, Pranav Ambaselkar, Vaishali (“Valuer 2”) for conducting valuation across three different asset classes, namely Land & Building, Plant & Machinery and Securities and Financial Assets to determine its fair value and liquidation value, as required under Regulation 27 of the IBBI (IRP for Corporate Persons) Regulations, 2016. Further, a third valuer was appointed for asset in the class Securities and Financial Assets.

5. The Liquidation and fair value of the Corporate Debtor is stated as under:

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6. The Applicant submits that for inviting Expression of Interest (“EOI”) from Prospective Resolution Applicants as per section 25(2)(h) of the Code, Form G was published on 30.07.2022. The last date for submission of Expression of Interest (EOI) from Prospective Resolution Applicants was 16.08.2022.

7. The Applicant further submits that the COC approved with minimum eligibility criteria on 26.07.2022, further the Request for Resolution Plan (RFRP) along with evaluation matrix was approved on 19th August 2022 in the Fifth COC Meeting.

8. The Applicant submits that the last date for submission of the Resolution Plan was 30.09.2022 which was extended to 31.10.2022 and thereafter to 05.11.2022 with the consent of the COC.

9. On 05.11.2022, Resolution plan was received from One PRA being Consortium of Mr. Karan Misal, Mr. Ashish Kadam and Mr. Rushabh Ranawat (“Resolution Applicant”/ “RA”)

10. The Resolution Plan received from the PRA was deliberated in COC Meetings and finally approved by the COC Members in its 13th COC

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Meeting dated 6th January 2023 vide e-voting ending on 10th January 2023.

11. The Applicant in the hearing held on 28th March 2024 apprised the Bench that, the Resolution Applicant through email dated 27th March 2024 proposed a revision in the payment under the Resolution Plan and considering all the facts of the case an opportunity was granted to seek approval on the revision of resolution plan from the COC.

12. The revised Resolution Plan was received from the Resolution Applicant and the same was placed before the COC Members for deliberations in the 18th COC Meeting held on 6th April, 2024. The revised Resolution Plan was put forth for voting through e-voting starting on 8th April, 2024 at 12:30 P.M. and ended on 3rd May, 2024 at 06:00 P.M. In the said E-voting, revised Resolution plan was approved by COC with 75.27% Voting share. Thereafter, the Applicant has issued a compliance certificate in Form “H”.

13. The Salient Features of the Resolution Plan are as under:

A. Brief Background of the Corporate debtor i. Greatwall Corporate Services Private Limited (‘Corporate Debtor’), a company incorporated under the Registrar of Companies Act, 2013 on 06.06.2003 and is a going concern entity having engaged in supply of manpower services including providing security and housekeeping services for various entities in Maharashtra.

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Office No.2, S No.120, Mhada Commercial Complex, Near Phule Nagar Registered Office Rto, Pune-Alandi Road, Yerawada, Pune MH 411006 In Date of Incorporation 06th June, 2003(as per MCA website) Unlisted company, limited by shares, Nature of within the meaning of such term under Establishment the Companies Act, 2013

Listing status Unlisted Corporate Identification Number U74920PN2003PTC018006 (C.I.N.) Engaged in supply of manpower Major Business services including providing security and Operations housekeeping services for various entities in Maharashtra.

ii. The Corporate Insolvency Resolution Process (“CIRP”) of Greatwall Corporate Services Private Limited has been initiated as per the provisions of the Insolvency and Bankruptcy Code (“IBC”) under Section 7 of the Code. The Application was moved before the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) and was admitted vide its order dated 15th March, 2022 (“CIRP Order”). Pursuant to which, Mr. Atul Rajwadkar, (having IP Registration no. IBBI/IPA- 001/IPP00152/2017-18/10321), Insolvency Professional, was appointed as the Interim Resolution Professional (IRP). Thereafter, as per the decision of the committee of creditors, Mr. Prashant Jain, Insolvency Professional having IBBI Regd. No.: IBBI/IPA-001/IP-P01368/2018-2019/12131 was MUMBAI BENCH-V I.A. No. 263 of 2023 In C.P. No.73 of 2021 appointed as the Resolution Professional (RP) vide order dated 05.07.2022.

B. Background of the Resolution Applicant i. Introduction of Mr. Karan Misal D- Building, Flat No. 3 to 6 Ramyanagari Housing Society Address Near Suhag Mangal Karyalay Bibwewadi Pune 411037 Telephone No/ Mobile 07507373737 No.

E-mail Karanmisal15@gmail.com

15.01.1995 Date of Birth

Permanent Account CFTPM9760D Number (PAN) Construction Core Area of Expertise Real Estate Trading

The resolution Applicant is engaged in area of construction business, real estate business and also in trading business.

ii. Introduction of Rushabh Ranawat: Laxmi Vilas, Near Ekbote Colony, Address Market Yard, Pune- 411037 Telephone No/ Mobile 09096071111 No.

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E-mail rranwa@gmail.com

Date of Birth 28.09.1994 Permanent Account CFEPR8706P Number (PAN) Construction Core Area of Expertise Real Estate Trading iii. Introduction of Ashish Kadam: Harigandha Building, C1, Flat Address no.802, Survey no.129, Near Phule Nagar, RTO, Pune- 411006 Telephone No/ Mobile 976700777 No.

E-mail Aashish.kadam@yahoo.com

Date of Birth 11.03.1978 Permanent Account ALEPK6841L Number (PAN) Construction Core Area of Expertise Real Estate Trading iv. Net worth of Consortium of Mr. Karan Misal, Mr. Rushabh Ranawat and Mr. Ashish Kadam.

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BREAK UP OF RESOLUTION APPLICANT AS ON 31.03.2021 Amount No PARTICULAR (Rs. in Crore) 1 Karan Misal 5,55,10,788 2 Rushabh Ranawat 2,66,65,968 3 Ashish Kadam 4,65,65,000 Total 12,87,41,756 v. The Corporate Debtor is an MSME enterprise as per revised criteria for classification of MSME as notified by Ministry of Micro, Small & Medium Enterprises published on 01.06.2020 in the Gazette of India. Accordingly, on 08.07.2020, Ministry of Micro, Small & Medium Enterprises was pleased to issue MSME Certificate to the Corporate Debtor bearing UDYAM Registration Number UDYAM-MH- 26-0018338. Mr. Ashish Kadam is the suspended board of director of the Corporate Debtor. The Resolution Applicant is eligible to act as a Resolution Applicant of the Corporate Debtor and is not ineligible under section 29A of Insolvency and Bankruptcy Code and also satisfies the eligibility criterion as mentioned in clause (h) of sub-section (2) of section 25 of the Code.

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14. Summary of Payments under the Resolution Plan

Sr. Proposed Claims Admitted Claimants Payments as No. Per Resolution Plan CIRP Cost (At Actuals ₹ 50,00,000 including Interim or 1 Finance cost) Actual CIRP Cost Operational Creditor- Statutory Dues (except 2 ₹ 34,66,78,858 ₹ 1,00,000 Regional Provident Fund Officer)

3A Secured Financial ₹ 27,19,84,743 ₹ 2,96,30,561 Creditor Regional Provident Fund 3B ₹ 7,14,65,776 ₹ 5,30,88,343 Officer Unsecured Financial ₹ 8,97,29,466 ₹ 1,00,000 Creditor including 4 dissenting financial creditor Towards release of to Bank of ₹ 3,35,00,000 Personal Guarantee and Maharashtra Collateral Security 5 (Ashish Kadam, Pratap Kadam and Trupti

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Kadam)

₹ 12,14,18,904 Total Amount offered to Claimants who have filed claim

Suo motto payments to the Creditors who have not filed claimed before IRP/RP Amount o/s as per the Sr. Books of Proposed Payments as Per Stakeholders No. Accounts of Resolution Plan Corporate Debtor 1. E mployee dues 94,42,076 944 Operational 1,91,95,913 1,920 Creditors- Other 2. t han Workmen, Employees and Statutory Creditors Secured Financial 5,62,770 56 3. Creditors Unsecured 5,56,87,521 5,569 4. Financial Creditors Regional Provident 1,14,48,323 1,14,48,323 Fund 5. C ommissioner (New Order dated 06.03.2024)

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TOTAL 9,63,36,603 1,14,56,812

TOTAL FUND OUTLAY UNDER THE RESOLUTION PLAN:

Sr. No. Particulars Amount in ₹ Total Amount offered to Claimants who have filed 12,14,18,904 1. claim Suo motto payments to the Creditors who have not 1,14,56,812 2. filed claimed before IRP/RP Start-up and Pending Capex to be 2,00,00,000 contributed/arranged by the Resolution Applicant 3. in the Corporate Debtor. Working Capital to be contributed/arranged by the Resolution Applicant in the Corporate Debtor Total Fund Outlay in the Resolution Plan + 15,28,75,716 Start-up and Working Capital Cost

15. Sources of Funds Source of funds Amount Infusion of Equity by the RA or/and 11,00,00,000 monetizing asset of CD Debt or Loan by the RA 2,28,75,715

Internal accruals/ debt 2,00,00,000

Total 15,28,75,715

16. Tenure of Payment to creditors under the Resolution Plan: The payment under the Resolution Plan is proposed to be paid in Two Tranches:

MUMBAI BENCH-V I.A. No. 263 of 2023 In C.P. No.73 of 2021 i. On the Trigger Date, the Resolution Applicant shall contribute an amount of ₹ 2,52,08,488/- (Rupees Two Crores Fifty-Two Lakh and Eight Thousand Four Hundred and Eighty-Eight only) as First Tranche of Upfront Cash. ii. Further, 90 (Ninety) days after trigger date the Resolution Applicant shall contribute ₹ 8,50,00,000/- (Rupees Eight Crores and Fifty Lakhs Only) as Second Tranche of Upfront Cash. iii. Further, the amount of ₹ 2,26,67,227 (Rupees Two Crores Twenty-Six Lakhs Sixty-Seven Thousand Two Hundred and Twenty-Seven Only) in a duration of 36 Months starting after disbursement of First Tranche of Upfront Cash in 36 Equated Monthly instalments. iv. Trigger date shall mean the date on which the Upfront Cash payment is fully discharged and possession of the corporate debtor shall be handed over to Resolution Applicant, which will be 90th date from receiving the certified copy of the NCLT Approval Order from Hon’ble NCLT by the Resolution Applicant. The Trigger date is defined/termed as E in the Resolution Plan.

17. Payment’s proposals of the various stakeholders under the Resolution Plan:

A. CIRP Costs The Resolution Applicant proposes to pay an amount of Rs. 50,00,000/- (Rupees Fifty Lakhs only) or at actuals towards the CIRP cost including Interim finance, from the Upfront Cash, in priority to other payments. In the event that the CIRP Cost, exceeds to Rs. 50,00,000/- (Rupees Fifty Lakhs only), in that case the Resolution Applicant shall bear the excess amount.

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B. Payment to Unsecured Financial Creditors The summary of Claims of Unsecured Financial Creditors is as under.

Nature of Amount Amount Plan Voting Claim Claimed Admitted Proposes Share to Pay Unsecured 9,34,73,398.95 9,09,08,153.59 1,00,000/- 25.05% Financial Creditors

C. Payment to Secured Financial Creditors Secured Financial Creditors as appearing in the Information memorandum is as under. Nature of Amount Amount Plan Proposes to Pay Voting Claim Claimed Admitted Share Secured 27,19,84,743 27,19,84,743 1st tranche - 74.95% Financial ₹82,88,269 Creditor- Bank of Maharashtra 2nd Tranche - ₹2,13,42,292

Release of Personal guarantee - ₹3,35,00,000

TOTAL ₹ 6,31,30,561/-

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D. Payment to Operational Creditors (Except Regional Provident Fund Association)

The Summary of Operational Creditor Claims and the amount offered is as follows:

Amt in Rupees S.No Amount Amount Plan Nature of Claimed Admitted Proposes Claim to Pay 1. Operational Creditors except Regional 1,00,000.00 Provident Fund organization 35,79,91,851.00 34,63,78,858.00 Total 35,79,91,851.00 34,63,78,858.00

E. Payment to Regional Provident Fund Association

1.1.1 As per the Information Memorandum, the admitted claim of Regional Provident Fund Office for the amount claimed u/s. 7A of EPF Act, 1952 is ₹ 4,18,69,439/-, this amount shall be paid in full as follows:

i. ₹ 1,17,11,731/- shall be paid in First Tranche of upfront cash.

MUMBAI BENCH-V I.A. No. 263 of 2023 In C.P. No.73 of 2021 ii. ₹ 3,01,57,708/- shall be paid in Second Tranche of upfront cash.

1.1.2 As per the Information Memorandum, the admitted claim of Regional Provident Fund Office for the amount claimed u/s. 14B of EPF Act, 1952 is ₹ 1,83,76,433/-. In the matter of Regional Provident Fund Commissioner vs Ms. Mamta Binani & Anr the Hon’ble NCLAT held that “(ii) With regard to amount admitted under Section 14B of Rs.1,05,63,927/-, we grant liberty to the SRA to make an application to the Central Board to waive 100% damages levelled under Section 14B. SRA make an application under Section 14B 2nd proviso for waiver of the damages under Section 14B which application be filed within 30 days from today and the Central Board may consider and take appropriate decision regarding waiver of the damages under Section 14B expeditiously within the period of three months from the date copy of the application is submitted.”

In accordance therewith, the RA prays that the Hon’ble NCLT grant liberty to RA to make an application to the Central Board to waive 100% damages levelled under Section 14B 2nd proviso for waiver of the damages under Section 14B which application be filed within 30 days from approval and the Central Board may consider and take appropriate decision regarding waiver of the damages under Section 14B expeditiously within the period of three months from the date copy of the application is submitted. In case this prayer of grant of waiver of 100% of damages is not granted by the Central Board.

1.1.3 As per the Information Memorandum, the admitted claim of Regional Provident Fund Office for the amount claimed u/s. 7Q of EPF Act, 1952 is ₹1,12,18,904, as per EPFO notification

MUMBAI BENCH-V I.A. No. 263 of 2023 In C.P. No.73 of 2021 dated 11th Feb, 2014 bearing no. RRC/28 (23) 06/BIFR, establishments are permitted to clear arrears in 36 months in 36 EMIs. Therefore, the CD shall pay the admitted dues under 7Q in 36 months in 36 EMIs. The RA shall also pay interest on Interest.

1.1.4 Further, there is a fresh order dated 6th March, 2024, for additional dues u/s. 7A of EPF Act, 1952, for additional dues u/s. 7A of ₹ 1,14,48,323. The Resolution Applicant shall make payment against this Order (although no claim has been filed) in duration of 36 months in 36 Equated Monthly Instalments. Any interest on this amount shall also be paid within the stipulated time period.

18. Implementation Schedule: Sr. Activity Time Line (days) No. PHASE I – Approval process for the Proposed Resolution Plan 1. On receipt of Certified copy of Hon’ble E NCLT and possession of the CD. 2. Notice on the Company’s Website. 3. Intimation to MCA, RBI, Tax E+14 authorities and various other statutory authorities (as applicable). 4. Intimation to all Creditors, and other stakeholders of the Company. PHASE II – SETTLEMENT OF CREDITORS 5. Payment of CIRP Costs as approved by E+90 CoC 6. Payment to Operational Creditors E+90 7. Payment of the proportionate amount E+90

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Sr. Activity Time Line (days) No. to the Dissenting Financial Creditors from the Upfront Cash 8. Upfront Payment to Secured Financial E+90 Creditors & Regional Provident Fund Association 9. Suo Motto payment to the creditors E+90 10.  Payment of Second Tranche of E+180 upfront Payment;  Release of Existing Security and issuance of no dues/no objection certificate;  Release of Performance Security

The timelines shall stand adjusted in case of prepayment of the Second Tranche of upfront Payment at the option of the Resolution Applicant in its sole discretion as per the terms of the Resolution Plan.

11.  Equated Monthly Installments to In 36 Months in 36 Regional Provident Fund Office EMIs starting from E+ 90 days 12.  Decision by Central Board on W/I 3 months from waiver of damaged under 14B date of Application PHASE III – IMPLEMENTATION OF PROPOSED RESOLUTION PLAN

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Sr. Activity Time Line (days) No. 13. Man agement of Company E+90  Re-constitution of Board of Directors  Setting up of management team and control systems  Completion of Definitive Documents  Identification of contractors and execution of documents 14. Chan ge in Memorandum and Articles E+120 of Association and other documentation as required under the proposed plan Obtaining requisite approvals, wherever required 15. Stre amline the operations of the E+90 Corporate Debtor 16. Impr ovement in operations At the earliest

19. Performance Security In accordance with Regulation 36B (4A) of the CIRP Regulations, the Resolution Applicant, in case its Resolution Plan is approved under sub-section (4) of section 30 of the Code, shall provide performance security. The amount of performance security as envisaged under the RFRP of Rs. 2 Crore (Rupees Two Crore only) has been submitted.

20. Structuring the Shareholding The Resolution Applicant and/or Affiliates or Nominees shall infuse and an amount upto Rs. 10,00,00,000 in the MUMBAI BENCH-V I.A. No. 263 of 2023 In C.P. No.73 of 2021 corporate debtor equivalent to 100,00,000 Shares at face value of Rs. 10 each.

Requisite amendments shall be made to the Articles of Association in relation to the transactions contemplated herein (if required) subject to compliance with Applicable Law;

The Resolution Applicant shall subscribe to and the Corporate Debtor shall issue equity shares for Upfront Equity Infusion as mentioned herein above;

The Resolution Applicant and/or its Affiliates or Nominee shall infuse funds for an amount equal to Upfront payment in the Corporate Debtor which shall be used to repay the Creditors.

The Existing share capital of the company shall be extinguished by 100 %.

21. Monitoring Committee The Monitoring Committee shall comprise of the Resolution Professional (Mr. Prashant Jain), One representative of the COC and one member nominated by the Resolution Applicant. From the submission of this Resolution Plan up to the NCLT Approval Date, the Resolution Professional shall subject to the provisions of Paragraph 7.1 of this Resolution Plan, continue to manage the business and operation of the Corporate Debtor as per the requirement of Section 23(1) (proviso) of the IBC.

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From NCLT Approval Date up to Trigger Date During the period from the NCLT Approval Date and up to the Trigger Date, the Corporate Debtor shall be managed by the Monitoring Committee, as set out in this Resolution Plan, which shall be immediately appointed as per the terms hereof upon sanction of the Resolution Plan by the NCLT.

On and after the Trigger Date On the Trigger Date, simultaneously with the infusion of the Upfront Cash, Resolution applicant shall subscribe to the shares of the Corporate Debtor. Thereafter, upon the issuance of the RA Equity Shares, pursuant to the implementation of the Resolution Plan, the Resolution Applicant and its Nominees shall hold the major share capital of the Corporate Debtor. Immediately on the Trigger Date, the Resolution Professional/Monitoring Committee shall begin the process of delivering and handing over to the Resolution Applicant, the physical custody of all the dossiers, master files, technical files, computerised books and records and other storage media in whatever format (including any specialised or custom-made software required to access data, all passwords to any electronic media/storage, IT Systems etc.) and all records and documents in any and all forms - physical or electronic with respect to the business of the Corporate Debtor and within a period of 5 (Five) Business Days from the Trigger Date, the Resolution Professional/Monitoring Committee shall cause the actual delivery of the aforesaid to the Resolution Applicant. The Monitoring Committee shall continue in force till the payment of Second Tranche of Upfront Payment is made

MUMBAI BENCH-V I.A. No. 263 of 2023 In C.P. No.73 of 2021 by the Resolution Applicant to the Creditors under this Resolution Plan for the sole purpose of monitoring the payments to stakeholders as enumerated in this Resolution Plan. On and from the Trigger Date, the Corporate Debtor and its day-to-day operations shall be managed by the Reconstituted Board. After the Trigger Date, the Monitoring Committee shall be responsible only for monitoring the Second Tranche of upfront payments due under the Resolution Plan. Once the Second Tranche of upfront is paid by the Resolution Applicant, the Monitoring Committee shall cease to exist. It is hereby clarified that on and after the Trigger Date, the Corporate Debtor shall be managed by the Resolution Applicant.

22. Avoidance Transactions As per the requirements of Regulation 38(2) (d) of the CIRP Regulations, avoidance transactions application filed by the Resolution Professional, if any, under Chapter III or fraudulent or wrongful trading under Chapter VI of Part II of the Code, will be pursued after the approval of the resolution plan to its logical end by the Chairman of monitoring Committee and the proceeds shall be distributed to the Secured financial Creditors in the manner approved by the COC while approving this Resolution plan.

23. The compliance of the Resolution Plan is as under:

Section of Requirement with respect to Resolution Clause of Compliance the Plan Resolution (Yes/ No) Code Plan /

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Regulation No. 25(2)(h) Whether the Resolution Applicant Included in Yes meets the criteria approved by the CoC Expression of having regard to the complexity and Interest scale of operations of business of the document CD? Section29 Whether the Resolution Applicant is YES A eligible to submit resolution plan as per final list of Resolution Professional or Order, if any, of the Adjudicating Authority? Section30( Whether the Resolution Applicant has The YES 1) submitted an affidavit stating that it is Resolution eligible? Applicant had provided an affidavit under Section 29A Section Whether the Resolution Plan- YES 30(2) (a) Provides for the payment of (a) Yes. insolvency resolution process costs? Clause No 4.7 (Payment of Outstandin g CIRP Costs) Page No 42 (b) Provides for the payment to the operational creditors? (b) Yes.

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Clause No 4.8.3 (Payment of OC) page no (c) provides for the payment to the 43 financial creditors who did not vote in favor of the resolution plan? (c) Yes. Clause no. 4.10, page no 45. (d) Provides for the management of the affairs of the corporate (d) Yes, debtor? Clause no.6 page no .58 (e) Provides for the implementation and supervision of the resolution plan? (e) Please refer to Paragra phs 6 & 7.2.1 of the (f) Contravenes any of the provisions of Resoluti the law for the time being in force?] on Plan (f) Yes. Clause No. 8.8.1 (Page no.80) Section30( Whether the Resolution Plan (a) Clause YES

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4) (a) is feasible and viable, according to 8.8.4, page the CoC? 80 (b) The e- (b) Has been approved by the CoC with voting 66% voting share? result is attached Section31( Whether the Resolution Plan has YES 1) provisions for its effective implementation plan, according to the CoC? Regulation3 Whether the amount due to the clause 4.8.3- NO 8 operational creditors under the page no 43 (1) resolution plan has been given priority in payment over financial creditors?] Regul Whether the resolution plan includes a Clause 8.1 YES ation3 statement as to how it has dealt with Page No 73. 8(1A) the interests of all stakeholders? [Regulatio (i) Whether the Resolution Applicant or (i) Clause YES n any of its related parties has failed to 8.8.2, page 38(1B) implement or contributed to the failure no. 80 of implementation of any resolution (ii) NA plan approved under the Code. (ii) If so, whether the Resolution Applicant has submitted the statement giving details of such non-implementation?] Regul Whether the Resolution Plan provides: YES ation3 (a) The term of the plan and its Please refer to 8(2) implementation schedule? clause 7.3 page no 70 (b) For the management and control of MUMBAI BENCH-V I.A. No. 263 of 2023 In C.P. No.73 of 2021 the business of the corporate debtor Please refer to during its term? clause 6 page no 58 (c) Adequate means for supervising its implementation? Please refer to clause 7.2 page no 65

38(3) Whether the resolution plan YES demonstrates that– (a) Please refer (a) It addresses the cause of default? to clause 8.8.3 page no 80 (b) Please refer (b) It is feasible and viable? to clause 8.8.4 page no 80 (c) Please refer (c) It has provisions for its effective to clause 7 implementation? page no 63 (d) Please refer to clause (d) It has provisions for approvals 8.8.6 page required and the timeline for the no 81 same?

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Requisite details/inform (e) The resolution applicant has the ation/ capability to implement the resolution documents plan? pertaining to eligibility/ capability of Resolution Applicant has been provided by the Resolution Applicant as part of the Resolution plan/ Expression of Interest and/or as part of the supporting documents with the Resolution plan/ Expression of Interest

39(2) Whether the RP has filed applications Yes in respect of transactions observed, found or determined by him? [Regulation Provide details of performance security The members YES

MUMBAI BENCH-V I.A. No. 263 of 2023 In C.P. No.73 of 2021

39(4) received, as referred to in sub-of COC had regulation(4A) of regulation36B.] approved Rs. 2cr as Performance Security to be paid by the successful Resolution Applicant once the plan is approved by the members of COC and before it is filed with NCLT, Mumbai.

24. RELIEF SOUGHT IN RESPECT OF WAIVER OF DAMAGES: The Resolution Applicant prays that the Hon’ble NCLT grant liberty to RA to make an application to the Central Board to waive 100% damages leveled under Section 14B 2nd proviso for waiver of the damages under Section 14B which application be filed within 30 days from today and the Central Board may consider and take appropriate decision regarding waiver of the damages under Section 14B expeditiously within the period of three months from the date copy of the application is submitted. The Liberty sought is granted. RA may make an application to the Central Board to waive 100% damages leveled under Section 14B 2nd proviso for waiver of the damages under Section 14B which application

MUMBAI BENCH-V I.A. No. 263 of 2023 In C.P. No.73 of 2021 be filed within 30 days from approval of the plan the Central Board may consider and take appropriate decision regarding waiver of the damages under Section 14B expeditiously within the period of three months. 25. Observations and Findings:

i. As per IBC Code 30(2)(a) – A Resolution Plan provides for the payment of insolvency resolution process costs in a manner specified by the Board in priority to the payment of other debts of the corporate debtor. ii. As per Section 30(2)(b), the Respondent has agreed to pay Operational Creditors an amount which shall not be less than liquidation value or the amount that would have been paid to such creditors if the amount to be distributed under the Resolution Plan is distributed in accordance with priority under Section 53(1), whichever is higher. iii. The Resolution Applicant has also agreed that dissenting financial creditors shall be paid not less than the value they would have been paid in the event of liquidation of the Corporate Debtor. iv. The plan provides for the management of the affairs of the Corporate Debtor after approval of the Resolution Plan. Section 30(2)(d). v. The Resolution Plan does not contravene any of the provisions of the law for the time being in force - Resolution Plan provides for the implementation and supervision of the resolution plan as per Section 30(2) (e) vi.

The Resolution Applicant has given a declaration that the Resolution Plan does not contravene any provisions of the law for the time being in force as per Section 30(2)(f). vii. The resolution applicant or any of its related parties has not failed to implement or contributed to the failure of MUMBAI BENCH-V I.A. No. 263 of 2023 In C.P. No.73 of 2021 implementation of any other resolution plan approved by the Adjudicating Authority at any time in the past. viii. The Resolution Plan is in compliance of the Regulation 38 of the Regulations in terms of Section 30(2)(f) as under: a. The amount due to the operational creditors under a resolution plan shall be given priority in payment over financial creditors. Regulation 38(1). b. The Resolution Plan has all the adequate means of supervising of the implementation of the Plan as required under Regulation 38(2) (c), of the IBBI, Insolvency resolution process for corporate persons, Regulation 2016. c. Provides for the payment of CIRP Costs in priority to the repayment of any other debts of the Company (Regulation 38(1)(a)). d. Provides for the manner of implementation and supervision of the Resolution Plan and adequate means for implementation and supervision of the Resolution Plan. e. The Resolution Applicant confirms that to the best of the knowledge of the Resolution Applicant, the Resolution Plan is not in contravention of the provisions of Applicable Law and is in compliance with the Code and the CIRP Regulations. f. The Resolution Applicant confirms that the Resolution Applicant and its connected persons are not disqualified from submitting a resolution plan under Section 29A of the Code and other provisions of the Code and any other Applicable Law. g. The plan provides for the management and control of the business of the Corporate Debtor during its term. h. All the above factors demonstrate that the plan address as the cause of default and the Resolution Applicant has the capacity to implement the Resolution Plan.

MUMBAI BENCH-V I.A. No. 263 of 2023 In C.P. No.73 of 2021 i. That the Resolution Applicant or any of its related parties has never failed to implement or contributed to the failure of implementation of any other Resolution Plan approved by the Adjudicating Authority at any time in the past. This is in compliance of Regulation 38(1)(b) of the Regulations. j. The interests of all stakeholders (including Financial Creditors, Operational Creditors and other creditors, guarantors, members, employees and other stakeholders of the Company, keeping in view the objectives of the Code (Regulation 38(1A)).

26. The Resolution Plan has been approved in the in 18th COC Meeting held on 6th April, 2024 with 75.27% Voting Majority through e-voting starting on 8th April, 2024 at 12:30 P.M. and ended on 3rd May, 2024 at 06:00 P.M. in accordance with the provisions of the Code.

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

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

MUMBAI BENCH-V I.A. No. 263 of 2023 In C.P. No.73 of 2021

ORDER a) The Interlocutory Application No. 263 of 2023 is allowed. The Resolution Plan submitted by Consortium of Mr. Karan Misal, Mr. Rushabh Ranawat and Mr. Ashish Kadam, is hereby approved. It shall become effective from this date and shall form part of this order. It shall be binding on the Corporate Debtor, its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of payment of dues arising under any law for the time being in force is due.

b) The approval of the Resolution Plan shall not be construed as waiver of any statutory obligations of the Corporate Debtor and shall be dealt by the appropriate Authorities in accordance with law. It is seen that the Resolution Applicant sought several dispensations, concessions and waivers. Any waiver sought in the Resolution plan shall be subject to approval by the Authority concerned in the light of the Judgment of Supreme Court in Ghanshyam Mishra and Sons Private Limited v/s. Edelweiss Asset Reconstruction Company Limited, the relevant para’s of which are extracted herein below:

“on the date of approval of the Resolution Plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in, respect to a claim, which is not part of the resolution plan.”

“95. (i) Once a resolution plan is duly approved by the adjudicating authority under sub-section (1) of Section 31, the claims as provided in the resolution plan shall stand frozen and will be binding on the corporate debtor and its employees, members, creditors, including the Central Government, any State Government or any local authority,

MUMBAI BENCH-V I.A. No. 263 of 2023 In C.P. No.73 of 2021 guarantors and other stakeholders. On the date of approval of resolution plan by the adjudicating authority, all such claims, which are not a part of the resolution plan shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan; (ii) 2019 Amendment to Section 31 of the I&B Code is clarificatory and declaratory in nature and therefore will be effective from 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 respect of such dues for the period prior to the date on which the adjudicating authority grants its approval under Section 31 could be continued.”

c) The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the Registrar of Companies (RoC), concerned for information and record. The Resolution Applicant, for effective implementation of the Plan, shall obtain all necessary approvals, under any law for the time being in force, within such period as may be prescribed.

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

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

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

MUMBAI BENCH-V I.A. No. 263 of 2023 In C.P. No.73 of 2021 g) The Applicant shall forthwith send a copy of this Order to the CoC and the Resolution Applicant for necessary compliance.

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

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

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

k) The Interlocutory Application No. 263 of 2023 is accordingly allowed.

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