Approval of Resolution Plan - Grey’s Exim Private Limited

Brief Facts: 1. The present Application is moved by Resolution Professional CA Prashant Jain (hereinafter referred to as the “Applicant/Resolution Professional”) under Section 30(6) and 31 of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as the “Code/IBC”) read with Regulation 38 & 39 of the Insolvency and Bankruptcy Board of India (Resolution Process for Corporate Persons) Regulations, 2016 for seeking approval of the Resolution Plan dated 20.12.2023, submitted by Mr. Mehul Sedani (hereinafter referred to as the “Successful Resolution Applicant/SRA”), which is approved by 99.31% of the voting share of the members of the Committee of Creditors (hereinafter referred to as “CoC”), for Grey’s Exim Private Limited (hereinafter referred to as the “Corporate Debtor/CD”) and for passing order/appropriate direction that this Tribunal may deem fit in the present matter. 2. The Corporate Debtor bearing CIN U51909MH2005PTC151601 having its registered address at A/2 309 Shahs & Nahar Ind Estate Dhanraj Mill Compound, Lower Parel, Mumbai - 400013.is incorporated on 25.02.2005 under Companies Act and is also registered under the MSME Act, 2006. Therefore, the SRA

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 being the suspended director is permitted to submit a resolution plan for the corporate debtor. 3. The CP(IB) No.255 of 2020 was filed under Section 9 of IBC, 2016 by UPS Express Private Limited which was admitted into CIRP vide Order dated 27.06.2023 passed by this Bench. Vide the said order, this bench appointed Mr. Prashant Jain (Registration No. : IBBI/IPA-001/IP-P01368/2018-2019/12131) as the interim resolution professional (“IRP” or “Interim Resolution Professional”). Subsequently, the CoC of the Corporate Debtor in their first meeting dated 03.08.2023 approved the appointment of Mr. Prashant Jain as the Resolution Professional of the Corporate Debtor. 4. That Pursuant to his appointment as the Interim Resolution Professional (“IRP”), a Public Announcement in Form A dated 07/07/2023 was made in Financial Express and Navakal in accordance with Section 15 of the Insolvency and Bankruptcy Code, 2016 read with Regulation 6 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulation, 2016. 5. In the 2nd meeting of the CoC held on 31.08.2023, the members of the CoC discussed and approved the eligibility criteria of Prospective Resolution Applicant as per Section 25(2)(h) of the Code and the publication of Form G. On 05.09.2023 the applicant published the Form G in Financial Express (English Newspaper, all India Edition), Navakal (Marathi Newspaper, Mumbai Edition) and Prajavahini (Kannada Newspaper Bengaluru Edition). The last date of submission of Expression of Interest (“EoI”) was 20.09.2023. 6. Further, the Committee of Creditors gave in principal approval for extending the last date of submission of EoI for another 15 days

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 i.e., till 05.10.2023. The Applicant published a Form G on 20.09.2023 in Financial Express (English Newspaper, all India Edition), Navakal (Marathi Newspaper, Mumbai Edition) and Prajavahini (Kannada Newspaper Bengaluru Edition) for intimation of extension of last date for submission of Expression of Interest. The Resolution Professional had received four Expression of Interest. 7. The Resolution Professional published the provisional list of Prospective Resolution Applicants on 15.10.2023. Further, the final list of Prospective Resolution Applicants was declared on 30.10.2023. 8. In the 4th Meeting of the CoC held on 20.11.2023, the CoC extended the last date of submission of Resolution Plan till 05.12.2023. It was also decided that the last date shall be further extended by 15 days i.e., till 20.12.2023 if further request for extension is received from the PRAs. 9. The applicant received two resolution plans till the last date for submission and in the 5th CoC Meeting held on 21.12.2023 the Resolution Plan was opened before the CoC and the financial proposal was disclosed. The Resolution Professional disclosed the fair value and liquidation value of the Corporate Debtor to the CoC as per Regulation 35(2) of the CIRP Regulation. The following is the summary of valuation.

Valuer 1 Valuer 2 Average

Fair Value Liq Value Fair Value Liq Value Fair Value Liq Value

L&B 2,01,00,000 1,51,00,000 2,21,28,700 1,54,90,090 2,11,00,000 1,52,50,000

P&M 18,19,007 11,82,406 19,09,560 13,36,690 18,64,283.5 12,59,549

SFA 2,62,189.30 2,09,751.44 2,34,751.44 1,87,801.15 2,48,470.37 1,98,776.295

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020

10. In the 6th CoC meeting held on 9th January, 2024, the Resolution Plans submitted by Mr. Mehul Sedani and Mr. Ramesh Rughani were presented and the RP informed that the Resolution plans submitted by Mr. Mehul Sedani & Mr. Ramesh Rughani were non-compliant and hence, the CoC members requested the Resolution Applicants to amend and re-submit the resolution plans. 11. This Tribunal vide order dated 15.01.2024 in IA No. 151/2024 allowed 90 days extension from the CIRP period of the Corporate Debtor by which the last date of CIRP was extended till 23.03.2024. 12. In the 8th CoC meeting held on 7th March, 2024, the applicant apprised the members that one of the Resolution Applicants, Mr. Mehul Sedani had further enhanced the offer to secured creditors. 13. In the 9th COC meeting held on 15th March, 2024 the representative of Bank of Baroda requested the Resolution Applicants to improve the tenure of the resolution plan. Mr. Mehul Sedani offered to enhance the financial offer to the secured financial creditor from Rs. 4.80 crores to Rs. 5 crores. 14. The following is the successive enhancements proposed by Mr. Mehul Sedani: Date Amount Offered to Secured Financial Creditor (INR) 20.12.2023 3,75,00,000 20.02.2024 4,35,00,000 07.03.2024 4,65,0 0,000 12.03.2024 4,80,00,000 15/03/2024 5,00,00,000

15. In the 10th CoC meeting held on 21.03.2024 the CoC members decided to put the Resolution Plans for e-voting which began on 27th March, 2024.

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 16. In IA No. 1508/2024 this Tribunal vide order dated 03.04.2024 extended the period of CIRP by a further period of 45 days i.e., till 07/05/2024. This Tribunal vide its order dated 04.06.2024 in I.A. No. 2695/2024 further allowed an extension of 30 days in the CIRP period considering that the Resolution Plans are already under voting. Therefore, the CIRP was extended till 06.06.2024. 17. Shri Mehul Sedani further enhanced his proposal in the Resolution Plan. The amount payable to the secured financial creditors was enhanced from INR 5,00,00,000 (INR Five Crores) to INR 5,85,00,000 (INR Five Crore Eighty-Five Lakhs Only). 18. The CoC approved the resolution plan by a majority of 99.31% submitted by Shri Mehul Sedani. 19. The total outlay in the Resolution Plan submitted by Mr. Mehul Sedani is higher than the liquidation value set out in Form-H. It is submitted that the average liquidation value is Rs. 1,67,08,325 while the average fair value is Rs. 2,32,12,794. 20. The Resolution Applicant has proposed formation of a Monitoring Committee consisting of the Resolution Professional (as Chairman of the Committee) and one representative each of Financial Creditor and the Resolution Applicant to supervise the implementation of the Resolution Plan. 21. Following is the Financial Proposal offered by the Resolution Applicant in the Resolution Plan Sr No. Particulars Amount Settlement Terms of Payment Admitted/ Claim Value offered Amount (INR) (INR) 1. CIRP Cost At Actual At Actual To be paid within 60 days from the date of the order of the Hon’ble NCLT approving the Resolution Plan

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 2. Secured 68,68,83,153.40 5,85,00,000 To be paid within 150 Financial days from the date of the Creditors order of the NCLT approving the Resolution Plan 3 Other Creditors A Unsecured 2,94,33,308 5,88,843.56 To be paid within 150 Financial days from the date of the Creditors order of the NCLT (Related Party) approving the Resolution Plan B Unsecured 47,58,035 95,160.70 To be paid within 150 Financial days from the date of the Creditors (Claim order of the NCLT Admitted) approving the Resolution Plan C Unsecured 4,83,80,448 5,42,350.07 To be paid within 150 Financial days from the date of the Creditors (Claim order of the NCLT Under approving the Verification) Resolution Plan D Unsecured 66,58,903 1,33,178.07 To be paid within 150 Financial days from the date of the Creditors order of the NCLT (Claims not approving the filed) Resolution Plan 4 Operational Creditor A Employee and 12,13,629 12,136.29 To be paid within 150 Workmen dues days from the date of the order of the NCLT approving the Resolution Plan B Operational 18,51,981 18,519.81 To be paid within 148 Creditor days from the date of the order of the NCLT approving the Resolution Plan C Statutory Dues 6,59,27,003 3,29,635.02 To be paid within 150 (Income Tax days from the date of the Department) order of the NCLT approving the Resolution Plan

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 C1 ESIC 15,76,422 7,882.11 To be paid within 150 days from the date of the order of the NCLT approving the Resolution Plan C2 Provident fund 56,33,243 56,33,243 To be paid within 148 (Claim days from the date of the Admitted) order of the NCLT approving the Resolution Plan C3 Dept. of Sales 18,29,970 9,149.85 To be paid within 150 Tax, days from the date of the Maharashtra order of the NCLT (Claim filed by approving the not admitted) Resolution Plan TOTAL 85,41,46,095.40 6,59,79,098.47

22. Terms of Payment – The entire payment shall be made as upfront within 150 days. While, immediately after approval of the Plan a performance bank guarantee of 10% of the amount proposed to the Secured Financial Creditor shall be paid. 23. Further on successful payment of resolution amount the entire debt of Grey’s Exim Private Limited owed to the Financial Creditors i.e. any outstanding dues along with interest and collateral securities and personal guarantees/guarantors as well as corporate guarantors will stand extinguished. 24. The approved resolution plan mentions the following: Source of Fund Period Type of creditor To be paid by the Resolution Applicant from his own 150 days Secured Financial source of funds, alongwith investor namely Mr. Creditor Vinod Garg, and with help from friends and family

To be paid by the Resolution Applicant from his own 150 days Employees source of funds, alongwith investor namely Mr. Vinod Garg, and with help from friends and family

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 To be paid by the Resolution Applicant from his own 148 days Operational Creditor source of funds, alongwith investor namely Mr. & Statutory Dues Vinod Garg, and with help from friends and family

Note: The Resolution Applicant will pay the CIRP Cost from his own source of funds as and when intimated by the Resolution Professional. 25. The applicant further states that the approved Resolution Plan meets the mandatory requirements as prescribed under Section 30(2) of the Code and Regulation 38 of the Insolvency and Bankruptcy Board of India (Resolution Process for Corporate Persons) Regulation, 2016. It is submitted that the approved Resolution Plan provides for the payment of CIRP cost in priority to other payments. Further, the payment to operational creditors and dissenting financial creditors shall be made in priority to the financial creditor. The applicant has placed following mapping of the mandatory compliances under the Code: Section Mandatory Provision Compliance in the Plan Section/Clause/Page No. 30(1) Affidavit of eligibility provided by the YES Resolution Applicant 30(2)(a) Payment of CIRP Cost Part 7 sub part A at page 25 30(2)(b) Priority payment to the debt of Part 7 sub part E on page 38 operational creditor 30(2)(b)(ii) Priority payment to dissenting FC Part VII sub part D at page 37 30(2)(c) Provides for the management and affairs Part XV at page 53 of the Corporate Debtor 30(2)(d) Implementation and supervision of Part XVII at page 60 resolution plan 30(2)(e) Do not contravene any provision of law Part XXV at Page 74-75 for time being in force 31(1) Resolution Plan has provision for Part VII at Page 21 effective solution

26. The Successful Resolution Applicant as well as Resolution Pcomnrofessional has placed on record the undertaking in terms of Section 29A of the Code in relation to eligibility. 27. That the Resolution Plan mentions the payment of Performance Security of INR 65,97,909 (INR Sixty-Five Lakhs Ninety-Seven Thousand Nine Hundred and Nine Only) after adjusting INR 13,00,000 (already deposited as EMD) within 30 working days of IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 confirmation of the approval of Resolution Plan by the CoC through the issuance of a Letter of Intent as per the terms of the RFRP. The Applicant has placed on record a copy of the Letter of Intent and proof of payment of performance bank guarantee amounting to INR 52,97,910 (Fifty-Two Lakhs Ninety-Seven Thousand Nine Hundred and Ten Only).

Salient Features of the Resolution Plan 28. The key features of the said Resolution Plan are summarized hereinbelow: The total claims admitted by the Resolution Professional is INR 79,60,63,145.40/- (Rupees Seventy - Nine Crores Sixty Lakh Sixty-Three Thousand One Hundred Forty-Five and Forty Paise only.) a. The total outstanding Operational Debt towards ESIC Dues is 15,76,422/-, and Provided Fund dues of the Company is 56,33,243/-, totalling to INR 72,09,665/- (Rupees Seventy-Two Lakh Nine Thousand Six Hundred Sixty-Five only). (A) PAYMENT OF CIRP COSTS In pursuance of the scheme of resolution as envisaged by the Code, the Resolution Plan provides for the payment of the CIRP Costs in priority over payments to any other creditors. Such payment would be made from the fresh funds infused by the Resolution Applicant within 30 days from the Effective Date. Any cost for making application by the Resolution Professional under Sections 43, 45, 50, 66 of the Code, may be treated as part of CIRP costs up to a cap of Rs. 1,50,000/- (Rupees One Lakh Fifty Thousand only) duly netted off by any recoveries made in any such cases.

Any recoveries pursuant to IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 such applications, over and above the cost incurred in making such applications shall be given directly to the Financial Creditors. Upon approval of the Resolution Plan, such avoidance application shall thereafter be assigned upon discussion with members of monitoring committee. (B) PROVISION FOR SECURED FINANCIAL CREDITORS OF CORPORATE DEBTOR The claims of the Secured Financial Creditors admitted by the Resolution Professional amounts to INR 68,68,83,153.40/- (Rupees Sixty-Eight Crores Sixty-Eight Lakh Eighty-Three Thousand One Hundred Fifty-Three Forty Paise only). The Resolution Applicant proposes to settle such dues of the secured financial creditor by a payment of INR 5,85,00,000 (Rupees Five Crores Eighty Five Lakh only). (C) PROVISION FOR UNSECURED FINANCIAL CREDITORS a) Unsecured Financial Creditors (Related Party): Name Claim amount Settlement Amount Period of payment Zen Tradelink 2,94,42,178.00 5,88,843.56 To be paid within 150 Private Limited Days from the date of (Related Party, and the order of the hence no voting NCLT approving the share is allotted) Resolution Plan b) Unsecured Financial Creditors (Claims admitted) Name Claim amount Settlement Amount Period of payment Kotak Mahindra 47,58,035 95,160.70 To be paid within 150 Bank Limited Days from the date of the order of the NCLT approving the Resolution Plan c) Unsecured Financial Creditors (Claims under verification) Name Claim amount Settlement Amount Period of payment Clix Capital Services 58,54,559 1,17,091.18 To be paid within 150 Pvt. Ltd. Days from the date of the order of the NCLT approving the Resolution Plan Gemini Dyeing & 55,00,000 55,000 To be paid within 150 Printing Mills Pvt. Days from the date of Ltd the order of the NCLT approving the Resolution Plan Kamlesh Jayantilal 6,75,000 6,750 To be paid within 150 Shah Days from the date of IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 the order of the NCLT approving the Resolution Plan Dhruv Gupta 8,59,325 8,593.25 To be paid within 150 Days from the date of the order of the NCLT approving the Resolution Plan Namrata Ahuja 16,41,250 16,412.50 To be paid within 150 Days from the date of the order of the NCLT approving the Resolution Plan Akshay Ahuja 25,63,800 25,638.00 To be paid within 150 Days from the date of the order of the NCLT approving the Resolution Plan Haresh Girdharilal 1,28,18,618 1,28,186.18 To be paid within 150 Chhabria Days from the date of the order of the NCLT approving the Resolution Plan Mulchand 12,46,670 12,466.70 To be paid within 150 Dipchand Shah Days from the date of the order of the NCLT approving the Resolution Plan Priyanka Gupta 8,51,225 8,512.25 To be paid within 150 Days from the date of the order of the NCLT approving the Resolution Plan Dilip Gaba 15,25,725 15,257.25 To be paid within 150 Days from the date of the order of the NCLT approving the Resolution Plan Rekha 12,17,860 12,178.60 To be paid within 150 Mulchandani Days from the date of the order of the NCLT approving the Resolution Plan Sumatilal M. Shah 10,85,536 10,855.36 To be paid within 150 Days from the date of the order of the NCLT approving the Resolution Plan Tex Weaves India 86,49,500 86,495 To be paid within 150 Days from the date of the order of the NCLT approving the Resolution Plan Hanisha Gaba 5,17,080 5,170.80 To be paid within 150 Days from the date of the order of the NCLT approving the Resolution Plan Dhiren Kapadia 33,74,300 33,743 To be paid within 150 Days from the date of the order of the NCLT approving the Resolution Plan d) Unsecured Financial Creditors (Claims not filed)

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 Name Claim amount Settlement Amount Period of payment HDFC Bank Ltd 7,80,032 15,600.64 To be paid within 150 Days from the date of the order of the NCLT approving the Resolution Plan Aditya Birla 24,66,185 49,323.70 To be paid within 150 Finance Ltd. Days from the date of the order of the NCLT approving the Resolution Plan Dhani Loans 6,42,437 12,848.74 To be paid within 150 Consumer Finance Days from the date of the order of the NCLT approving the Resolution Plan India Infoline 9,85,951 19,719.02 To be paid within 150 Finance Limited Days from the date of the order of the NCLT approving the Resolution Plan Magma Fincorp 17, 84,298 35,685.96 To be paid within 150 Limited Days from the date of the order of the NCLT approving the Resolution Plan The Total amount outstanding of the Unsecured Financial Creditors shall be settled under this Resolution Plan for INR 13,59,532.39/-. Statutory Compliance 29. In compliance of Section 30(2) of IBC, 2016, the Resolution Professional has examined the Resolution plan of the Successful Resolution Applicant and confirms that this Resolution Plan: a) Provides for payment of Insolvency Resolution Process cost in a manner specified by the Board in the priority to the payment of other debts of the Corporate Debtor; b) Provides for payment of debts of Operational Creditor in such manner as may be specified by the board which shall not be less than (i) the amount to be paid to such creditors in the event of liquidation of the Corporate Debtor under Section 53; or (ii) 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

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 with sub-section (1) of Section 53 in the event of liquidation of the Corporate Debtor. c) Provides for management of the affairs of the Corporate Debtor after approval of Resolution Plan; d) The implementation and supervision of Resolution Plan; e) Does not prima facie contravene any of the provisions of the law for time being in force, f) Confirms to such other requirements as may be specified by the Board. g) As per the Affidavit, the Resolution Applicant is not covered under 29A. 30. In compliance of Regulation 38 of CIRP Regulations, the Resolution Professional confirms that the Resolution plan provides that a) The amount due to the Operational Creditors under Resolution Plan shall be given priority in payment over Financial Creditors. b) It has dealt with the interest of all Stakeholders including Financial Creditors and Operational Creditors of the Corporate Debtor. c) A statement that neither the Resolution Applicants nor any related parties have failed to implement nor have contributed to the failure of implementation of any other Resolution Plan approved by the Adjudicating Authority in the past. d) The terms of the plan and its implementation schedule. e) The management and control of the business of the Corporate Debtor during its term. f) Adequate means of Supervising its implementation. g) The Resolution Plan Demonstrate that it addresses

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 i.The cause of the Default ii. It is feasible and viable iii.Provision for effective implementation iv.Provisions for approvals required and the time lines for the same. v.Capability to Implement the Resolution Plan 31. The Resolution Professional has submitted Form-H under Regulation 39(4) of the CIRP Regulations to certify that the Resolution Plan as approved by the CoC meets all the requirements of the IBC and its Regulations, the relevant parts of which are reproduced below:

FORM H COMPLIANCE CERTIFICATE (Under Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016

I, Prashant Jain, an insolvency professional enrolled with Indian Institute of Insolvency Profesionals of ICAI and registered with the Board with registration number IBBI/IPA-001/IP-P01368/2018-2019/12131, am the resolution professional for the corporate insolvency resolution process (CIRP) of Grey’s Exim Private Limited. 2. The details of the CIRP are as under: Sl. No. Particulars Description 1 Name of the CD Grey’s Exim Private Limited 2 Date of Initiation of CIRP 27/06/2023. Order was received by the IRP on 05/07/2024. 3 Date of Appointment of IRP 27/06/2023 4 Date of Publication of Public Announcement 07/07/2023 5 Date of Constitution of CoC 28/07/2023 6 Date of First Meeting of CoC 03/08/2023 7 Date of Appointment of RP 03/08/2023 8 Date of Appointment of Registered Valuers 14/08/2023 9 Date of Issue of Invitation for EoI 05/09/2023 10 Date of Final List of Eligible Prospective Resolution Applicants 30/07/2023 11 Date of Invitation of Resolution Plan 20/10/2023 12 Last Date of Submission of Resolution Plan 20/11/2023. Extended till 20.12.2023 with the approval of CoC. 13 Date of Approval of Resolution Plan by CoC 24.06.2024 14 Date of Filing of Resolution Plan with Adjudicating Authority 03.07.2024 15 Date of Expiry of 180 days of CIRP 24/12/2023

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 16 Date of Order extending the period of CIRP 15/01/2024 17 Date of Expiry of Extended Period of CIRP 23/03/2024. 07/05/2024. By order of Hon’ble NCLT dated 03/04/2024 in IA No. 1508/2024. 06.06.2024- By order of Hon’ble NCLT dated 04.06.2024 in IA No. 2695/2024. 02/07/2024- By order of Hon’ble dated 19/09/2024 NCLT I.A. No. 4310/2024 18 Fair Value Land and Building – Rs. 2,11,00,000 Plant and Machinery – Rs. 18,64,283.5 Securities and Financial Assets – Rs. 2,48,470.37 19 Liquidation value Land and Building – Rs. 1,52,50,000 Plant and Machinery – Rs. 12,59,549 Securities and Financial Assets – Rs. 1,98,776.295 20 Number of Meetings of CoC held 10

3. I have examined the Resolution Plan received from Resolution Applicant, and approved by Committee of Creditors (CoC) of Grey’s Exim Private Limited.

4. I hereby certify that- (i) The said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code 2016 (Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) and does not contravene any of the provisions of the law for the time being in force. (ii) the Resolution Applicant, Mr. Mehul Sedani has submitted an affidavit pursuant to section 30(1) of the Code confirming its eligibility under section 29A of the Code to submit resolution plan. The contents of the said affidavit are in order.

(iii) The said Resolution Plan has been approved by the CoC in accordance with the provisions of the Code and the CIRP Regulations made thereunder. The Resolution Plan has been approved by 99.31% of voting share of financial creditors after considering its feasibility and viability and other requirements specified by the CIRP Regulations.

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 (iv) I sought vote of members of the CoC by electronic voting system which was kept open at least for 24 hours as per the regulation 26.

5. The list of financial creditors of the CD, Grey’s Exim Private Limited being members of the CoC and distribution of voting share among them is as under:

Sl. No. Name of Creditor Voting Share (%) Voting for Resolution Plan (Voted for / Dissented / Abstained) 1. Bank Of Baroda 99.31% Voted For 2. Kotak Mahindra Bank 00.69% Dissented

6. The Resolution Plan includes a statement under regulation 38(1A) of the CIRP Regulations as to how it has dealt with the interests of all stakeholders in compliance with the Code and regulations made thereunder. – Yes. at Page 45 of the Resolution Plan. 7. The amounts provided for the stakeholders under the Resolution Plan is as under: (Amount in INR) Sl. Category Sub-Category of Amount Claimed Amount Amount Amou No. of Stakeholder Admitted Provided under nt Stakehol the Plan# Provid der* ed to the Amou nt Claim ed (%) (1) (2) (3) (4) (5) (6) (7) 1 Secured (a) Creditors not Financial having a right to Creditors vote under sub-section (2) of section 21 (b) Other than (a) above: (i) who did not vote in favour of the resolution Plan (ii) who voted in 68,68,83,153.40 68,68,83,153.4 5,85,00,000 8.51% favour of the 0 resolution plan Total[(a) + (b)] 68,68,83,153.40 68,68,83,153.4 5,85,00,000 8.51% 0 2 Unsecure (a) Creditors not 2,94,42,178 2,94,33,308 5,88,843.56 2% d having a right to Financial vote under sub- Creditors section (2) of (Unsecur section 21 ed FC (b) Other than (a) having above: personal guarante (i) who did not 47,58,035 47,58,035 95,160.70 2% e have vote in favour of IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 been the resolution given 2% Plan of their claim as (ii) who voted in settlemen favour of the t.) resolution plan (iii) Claims not filed but 66,58,903 1,33,178.06 2% treatment is given (iv)Claims which were under verification but not admitted (a) Clix Capital 58,54,559 117091.18 2% Unsecure Services Pvt. d Ltd. creditors without personal guarante (b) All parties 4,25,25,889 4,25,258.89 1% e are except Clix given 1% Capital of claim Serices Pvt. amount Ltd.) as settlemen t)

Total[(a) + (b)] 8,92,39,564 72,10,74,496 13,59,532.39 1.52% 3 Operatio (a) Related Party nal of Corporate Creditors Debtor (b) Other than (a) 18,81,646.53 18,51,981 18,519.81 1 % above: Unrelated OCs (i)Government 1,52,45,555 56,33,243 56,33,243 36.95 a. EPFO % of amoun t claime d & 100% of amoun t admitt ed b. Others 7,22,36,237 67,50,3425 3,37,516 0.50% c. Dept. of Sales 18,29,970 - 9149.85 0.50% Tax, Maharashtra (Not Admitted)

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 (iii)Employees 12,13,629 12,136.29 1.00%

Total[(a) + (b)] 9,24,07,037.53 7,49,88,649 60,10,566.08 6.5% 4 Other debts and dues Grand Total 86,85,29,754.93 8,54,146,095.4 6,59,79,098.47 7.59% 0 The Resolution Applicant has chosen to give treatment to claims which were not admitted. These claims were not admitted due to lack of sufficient documents for verification. *If there are sub-categories in a category, please add rows for each sub-category. # Amount provided over time under the Resolution Plan and includes estimated value of non-cash components. It is not NPV.]

8. The interests of existing shareholders have been altered by the Resolution plan as under: Sl. No Category of Share No. of Shares No. of Voting Voting Share Holder held before Shares Share (%) (%) held after CIRP held after held before CIRP the CIRP CIRP 1 Equity 2 Preference 3

9. The compliance of the Resolution Plan is as under: Section Requirement with respect to Resolution Plan Clause of Compl of the Resolution Plan iance Code / (Yes / Regulati No) on No. 25(2)(h) Whether the Resolution Applicant meets the criteria approved by Net worth Yes the CoC having regard to the complexity and scale of operations of certificates of business of the CD? Resolution Applicant and the investor Mr. Vinod Garg. Section Whether the Resolution Applicant is eligible to submit resolution Yes 29A plan as per final list of Resolution Professional or Order, if any, of the Adjudicating Authority? Section Whether the Resolution Applicant has submitted an affidavit Affidavit Yes 30(1) stating that it is eligible? provided by the RA. Section Whether the Resolution Plan- 30(2) (a) provides for the payment of insolvency resolution process costs? Part VII sub part Yes A at (b) provides for the payment to the operational creditors? page 25 (c) provides for the payment to the financial creditors who did not vote in favour of the resolution plan? Part VII sub part Yes (d) provides for the management of the affairs of the corporate E at debtor? page 38 (e) provides for the implementation and supervision of the resolution plan? Part VII sub part D at Yes (f) contravenes any of the provisions of the law for the time being in page 37 force?]

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 Part XV at Page Yes 53

Part XVII at Yes

Covering Letter No and Declaration at Part XXV at Page 74-75 Section Whether the Resolution Plan 30(4) (a) is feasible and viable, according to the CoC? Yes (b) has been approved by the CoC with 66% voting share? Yes Section Whether the Resolution Plan has provisions for its effective 31(1) implementation plan, according to the CoC? Yes Regulati Whether the amount due to the operational creditors under the Part VII Page 24 on38 (1) resolution plan has been given priority in payment over financial and Page 38 Yes (a) creditors?] Priority payment to financial creditor who did not vote in favor of resolution plan Part VII Page 37 Regulati on 38 (1) (b) Regulati Whether the resolution plan includes a statement as to how it has on dealt with the interests of all stakeholders? Part IX Page 44 Yes 38(1A) Regulati (i) Whether the Resolution Applicant or any of its related parties Part XXV. on has failed to implement or contributed to the failure of Declaration No 38(1B) implementation of any resolution plan approved under the Code. Provided. Page (ii) If so, whether the Resolution Applicant has submitted the 75 statement giving details of such non-implementation?] Regulati (a) Whether the Resolution Plan provides: on 38(2) (a) the term of the plan and its implementation schedule? Part XVI Page Yes 56 (b) for the management and control of the business of the corporate debtor during its term? Part XVII Page Yes (c) adequate means for supervising its implementation? 60 Yes 38(3) Whether the resolution plan demonstrates that – (a) it addresses the cause of default? Part V Para 3 Yes Page 18-19 (b) it is feasible and viable? Part IV Para f Yes page 16 (c) it has provisions for its effective implementation? (d) it has provisions for approvals required and the timeline for the Part VII. Page 60 Yes same? Part XXI Page 69-70 Yes

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 (e) the resolution applicant has the capability to implement the resolution plan? Sources of Fund at Page 61. The Yes RA will implement the Plan along with an investor. 39(2) (b) Whether the RP has filed applications in respect of transactions observed, found or No determined by him? Regulati (c) Provide details of performance security Received PBG of on 39(4) received, as referred to in sub-regulation (4A) INR 52,97,910/-of regulation 36B.]

32. On perusal of the Resolution Plan, we find that the Resolution Plan provides for the following: a) Payment of CIRP Cost as specified u/s 30(2)(a) of the Code. b) Repayment of Debts of Operational Creditors as specified u/s 30(2)(b) of the Code. c) For management of the affairs of the Corporate Debtor, after the approval of Resolution Plan, as specified U/s 30(2)(c) of the Code. d) The implementation and supervision of Resolution Plan by the RP and the CoC as specified u/s 30(2)(d) of the Code. 33. The RP has complied with the requirement of the Code in terms of Section 30(2)(a) to 30(2)(f) and Regulations 38(1), 38(1)(a), 38(2)(a), 38(2)(b), 38(2)(c) & 38(3) of the Regulations. 34. The RP has filed Compliance Certificate in Form-H along with the Plan. On perusal the same is found to be in order. The Resolution Plan has been approved by the CoC by majority of 99.31%. 35. The Applicant had further filed IA 4541 of 2024 for seeking condonation of delay for including claims which are received later of 90 days or issue of RFRP, which was allowed vide order dated 03.10.2024 and IA 4310 of 2024 seeking extension for 26

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 days beyond 345 days, which was allowed vide order dated 19.09.2024. 36. The Resolution Professional has filed an additional affidavit dated 27.01.2025 that the Performance Bank Guarantee to be issued by the Successful Resolution Applicant in favor of Financial Creditor shall be valid till the term of the Resolution Plan and can be invoked only upon failure in implementation of the Resolution plan. 37. In K Sashidhar v. Indian Overseas Bank & Others (in Civil Appeal No.10673/2018 decided on 05.02.2019) the Hon’ble Apex Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan as approved by CoC meets the requirements specified in Section 30(2). The Hon’ble Apex Court further observed that the role of the NCLT is ‘no more and no less’. The Hon’ble Apex Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is limited to scrutiny of the Resolution Plan “as approved” by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements. 38. In view of the discussions and the law thus settled, 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

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 of the provisions of Section 29A of the Code and is in accordance with law. The same needs to be approved. Hence, ordered. 39. The Resolution Plan is hereby approved. It shall become effective from this date and shall form part of this order with the following directions: i. 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 the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the Resolution Plan. ii. The approval of the Resolution Plan shall not be construed as waiver of any statutory obligations/liabilities of the Corporate Debtor and shall be dealt by the appropriate Authorities in accordance with law. Any waiver sought in the Resolution Plan, shall be subject to approval by the Authorities concerned in light of the Judgment of Supreme Court in Ghanshyam Mishra and Sons Private Limited v/s. Edelweiss Asset Reconstruction Company Limited, the relevant paragraphs of which are extracted herein below: “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, 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

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 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.” iii. The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the Registrar of Companies (RoC), Mumbai, Maharashtra for information and record. iv. 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 and subject to following of procedure as may be prescribed. It is clarified that the authorities shall not withhold the approval/consent/extension for the reason of insolvency of the Corporate Debtor or extinguishment of their dues upto approval of Resolution plan in terms of the approved plan. Any relief or concession as sought on the plan shall be subject to the provisions of the relevant Act. v. The moratorium under Section 14 of the Code shall cease to have effect from this date. vi. The Applicant shall supervise the implementation of the Resolution Plan and file status of its implementation before this Authority from time to time, preferably every quarter.

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH- I IA (IBC) (PLAN)/59/2024 IN CP (IB)/255 (MB)/2020 vii. 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. viii. The Applicant shall forthwith send a certified copy of this Order to the CoC and the Resolution Applicant, respectively for necessary compliance.

Sd/- Sd/- Prabhat Kumar Justice V.G. Bisht Member (Technical) Member (Judicial) MK