Approval of Resolution Plan - Jaycon Infrastructure Limited

Mrs. Mandeep Gujral Resolution Professional For Jaycon Infrastructure Limited having its registered office at 3073, Sector 46-C, Chandigarh-160047 …Applicant Order delivered on: 23.08.2023 Coram: HON’BLE MR. HARNAM SINGH THAKUR, MEMBER (JUDICIAL) HON’BLE MR. SUBRATA KUMAR DASH, MEMBER (TECHNICAL) Present: For the Applicant : Mr. Abhishek Anand, Advocate Per: Subrata Kumar Dash, Member (Technical) JUDGEMENT IA No. 659/2023 The present application has been filed by Mrs. Mandeep Gujral, Resolution Professional of M/s. Jaycon Infrastructure Limited under Section 30(6) read with regulation 39 of the Insolvency and Bankruptcy Code, 2016

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(‘the Code’) for approval of the resolution plan in respect of the M/s. Jaycon Infrastructure Limited (“the corporate debtor”). The applicant-Resolution Professional filed the present application on 10.03.2023 for approval of the resolution plan, which was approved with a 92.3% voting share of the Committee of Creditors (COC), in its 33th meeting which was held on 09.02.2023. The present application was reserved for orders on 09.06.2023. 2. The Company Petition CP (IB) No. 218/Chd/Chd/2018 was filed by the Financial creditor Gangotri Steel Syndicate against the corporate debtor, which was admitted into the Corporate Insolvency Resolution Process (‘CIRP’) vide order dated 07.10.2019 3. Mrs Mandeep Gujral was appointed as Interim Resolution Professional (‘IRP’) vide Order dated 07.10.2019, and the public announcement as per Regulation 6 of the CIRP Regulations in Form A, as prescribed under the schedule, was made on 11.10.2019 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. The Interim Resolution Professional constituted the Committee of Creditors in accordance with Section 21(2) of the Code, which comprised of four financial creditors, i.e. State Bank of India (Secured) (90.12%), OXYZO Financial Services Private Limited (Unsecured) (7.71%), Decent Securities (P) Limited (Unsecured) (1.98%) and Sahyog Mega Chits Private Limited (Unsecured) (0.20%). 5. The Applicant had convened 33rd CoC meeting on 09.02.2023 in which the Resolution Plan submitted by Mr. Risabh Jain with 92.3% voting share has been approved.

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6. The Applicant Submits that a total of 33 CoC meetings have been held during the CIRP period, details as follows: S.No. Date of CoC MainPointsofDiscussion Importantdecisionstaken Meeting 1st CoC 05.11.2019 · Status of claims received by To appoint the Security Meeting IRP agency to beplacedatthe · Formation of CoC & its voting premises of Corporate rightsdetermined Debtor · Actions taken by IRP: Visiting the premises of CD, Public announcement, taking control of all the bank accounts of CD, Approval sought regarding placement of security servicesatthesitesofCD. · Discussion on the current statusofCD · Discussion on the requirement ofTransactionauditor · Discussion on the facilities availedbyCDfromalltheFCs. · Discussion on control of expenses · Closing the bank accounts of CD which are not in operation to avoid unauthorizedtransactions. · Discussion on expired InsuranceofCD. · Discussion on appointmentofa sitemanager. · SBI sought pendingdocuments requiredfromCD. 2nd CoC 22.11.2019 · Collation of claims received by · CoC members Meeting IRP approved the publication · Apprised about the valuers of EoI in the newspapers (Plant & Machinery & SFA) appointed to invite resolution under Regulation 27 of IBBI applicants. Regulations,2016 · Apprised about the Security agency placed at the premises of CorporateDebtor. · Discussion on the current statusofCD · DiscussionontheCIRPcost. · Undertaking sought to receive the Information Memorandum from the CoCmembers. · Discussion of publication of Form-Ginthenewspapers.

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· Status of recoveries from debtors of CD, Status of documents to bereceivedfromCD. 3rd CoC 23.12.2019 · Updated the CoC members · RP placedtheEligibility Meeting regarding the publication of Form-G on criteria before the CoC 04.12.2019intwonewspapers. members which was · Discussion on the eligibility approved by requisite criteriaforPRAs. votingshare · Discussion on the evaluation · Approved the decision matrix & RFRPwhichwasaskedbythe of appointing valuers CoC members to modify as per the (Stock) as per Regulation standardformatsentbytheircompetent 27 of IBBI Regulations, authority. 2016. · Apprised the decision of · Approved the decision appointing valuers (Stock) as per of appointing Transaction Regulation 27 of IBBI Regulations, auditor. 2016 · CoC members · Discussion on the requirement approved the expenses ofTransactionauditor. incurredtilldate · Updated the claim verification · CoC members process, stage of valuation process, approved the appointment stock statements, receivables, of Mrs.MandeepGujralas recoveries fromgovernmentauthorities, theRPofCD. LEIdocumentation, 4th CoC 03.02.2020 · ClaimsreceivedbyRP. · CoC members Meeting · Discussion on the approved the decision of re-publicationofForm-G. re-publicationofForm-Gin · Discussion on the current the newspapers to invite status of CD & renewal of bank resolutionapplicants. guaranteesofCD. · CoC members · Discussion on the stage of approved the expenses valuation processandtheworkdoneby incurred by the RP to run theTransactionauditor. thecompany. · SBI sought information regarding any changes occurred in the KMPs of CD in the past two years, LEI process initiation, demand notice served to one of the debtors ofCD.RP approached IncomeTaxDepartmentfor the release of IT refund, discussion on thestatusofCDasMSME 5th CoC 18.03.2020 · Discussion on the current · CoC members Meeting statusofCD. approved the decision of · Discussion on the stage of re-publicationofForm-Gin valuation processandtheworkdoneby the newspapers to invite theTransactionauditor. resolutionapplicants. · Details of resigned KMPs of · CoC members CD, LEI status, Demand notice sent to approved the evaluation NBCC, status of income taxrefund,BG matrix & RFRP placed renewal charges, invocation of BG before them in the CoC sought by CPWD, SBI asked the RPto meeting.

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sought legal opinion in respect of BG · CoC members invocation, discussion on the status of approved the matter of BGs. moving an application before the Hon’ble NCLT for seeking extension of 90 daysbeyondtheperiod of180daysofCIRP. · CoC members approved the expenses incurred by the RP to run thecompany. 6th CoC 26.06.2020 · Discussion on the stage of · CoC members Meeting valuation processandtheworkdoneby approved the decision of theTransactionauditor. re-publicationofForm-Gin · Discussion on the current the newspapers to invite statusofCD. resolution applicants. (the · Discussionontheactionstaken re-publication was due by the RP during the lockdown period from the month of march andafterwards. 2020 due to the · Discussion to sell the assets declaration of lockdown lying at one of the project sites of CD, from March 2020 to May which are currently of no use but 2020) continuously deteriorating due to their · CoC members idlenature. approved the matter of · OXYZO (Unsecured FC) moving an application sought the action plan of the Promoter before the Hon’ble NCLT to revive the CD,CoCmemberssought for seeking extension of the structure of utilization of funds 90 daysbeyondtheperiod receivedasITrefund. of 180 days of CIRP in view of non-filing of the same earlier due to declaration of lockdown from March 2020 to May 2020 · CoC members approved the expenses incurred by the RP to run thecompany. 7th CoC 30.07.2020 · Discussion on the current · CoC members Meeting statusofCD. approved the decision of · RP updated the next date of publication of hearing of the application filed before Corrigendum pursuant to the Hon’bleNCLTforseekingfurther90 the Form-G published on days. 04.07.2020 in the newspapers to invite resolutionapplicants. · CoC members approved the expenses incurred by the RP to run thecompany.

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8th CoC 01.09.2020 · Discussion on the current · CoC members Meeting statusofCD. approved to extend the · RP updated the current status due date forsubmissionof of claims received & admitted & Resolution Plan to submission of revised Information 20.09.2020 which was Memorandum. 30.08.2020. · RP updated the status of · CoC members valuation of one of the sites of CD for approved the matter of which request to sell its assets has moving an application beenraisedinthepreviousmeeting. before the Hon’ble NCLT · Discussion regarding thestatus for seekingexclusionof90 of work done by the Transaction days beyond the period of auditor. 180daysofCIRP. · RP updated the next date of · CoC members hearing of the application filed before approved the expenses the Hon’bleNCLTforseekingfurther90 incurred by the RP to run days. thecompany. 9th CoC 29.09.2020 · Discussion on the current · CoC members Meeting statusofCD. approved the decision of · RP updated the current status re-publicationofForm-Gin ofclaimsreceived&admitted. the newspapers to invite · Discussion regarding thestatus resolutionapplicants. of work done by the Transaction · CoC members auditor. approved the expenses · RP updated the next date of incurred by the RP to run hearing of the application filed before thecompany. the Hon’bleNCLTforseekingfurther90 days. · Discussion regarding the resolution plans received from the PRAs. · Discussion regarding the application to be moved before the Hon’ble NCLT tosoughtfurther90days beyond270daysofCIRP. 10thCoC 05.11.2020 · Discussions regarding the · CoC members Meeting Resolution plans as received from the approved to extend the PRAs. due date forsubmissionof ResolutionPlanby2days. · Resolution passed : Application to be filed before the Hon’ble NCLT for seeking extension of 60 daysbeyondtheperiod of270daysofCIRP 11th CoC 01.12.2020 · RP updated thestatusofallthe · CoC members Meeting applications filed before the Hon’ble approved the expenses NCLT. incurred by the RP to run · Discussions and further thecompany. negotiations regarding the resolution plansreceivedfromthePRAs.

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· Discussions regarding the opinion formed by RP in respect of Transactionreport. · Discussion regarding the matter in which OXYZOissuedanotice u/s138&BGrenewal. 12thCoC 22.12.2020 · RP updated thestatusofallthe · CoC members Meeting applications filed before the Hon’ble approved the expenses NCLT. incurred by the RP to run · Discussions and further thecompany. negotiations regarding the revised resolution plans received from the PRAs. · Discussion regarding the request received from the Promoter of CD to release his salary and rent pertainingtoCIRP. · Discussion on uncrystallized BGs. 13thCoC 11.01.2021 · Discussions and further · CoC members Meeting negotiations regarding the revised approved the expenses resolution plans received from the incurred by the RP to run PRAs. thecompany. · Discussion regarding the request received from the Promoter of CD to release his salary and rent pertainingtoCIRP. · Discussion on the current status of HLL & NBCC(twoprojects)of CD. 14thCoC 29.01.2021 · Discussion on the current · CoC members Meeting status of HLL & NBCC(twoprojects)of approved 50% payment to CD. be released in respect of · Discussion regarding the Promoter’s Salary and liquidationprocess. rejectedtoreleaserent. · CoC members approved the decision of re-publicationofForm-Gin the newspapers to invite resolutionapplicants. · CoC members approved the matter of moving an application before the Hon’ble NCLT for seekingexclusionof90 days beyond the period of 330daysofCIRP. · CoC members approved the expenses incurred by the RP to run thecompany.

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15thCoC 24.02.2021 · Discussion on the current Meeting status of HLL & NBCC(twoprojects)of CD. · Discussion regarding the requesttoraiseinterimfinance. · Discussion regarding thestatus of EoIs received pursuant to the publicationofForm-G. · RP updated thestatusofallthe applications filed before the Hon’ble NCLT. · Updated IM circulated among CoC members via mail, complaint filed by a labour for his dues prior to CIRP, mails received from the wife of promoterregardingthepaymentofrent. 16thCoC 17.05.2021 · Discussion on the current Meeting statusofalltheprojectsofCD. · Updated the actions taken by RPandherteam. · Discussion regarding the pending BG commission to be paid to SBI. 17thCoC 17.06.2021 · Discussion on the current Meeting statusofalltheprojectsofCD. · Updated the actions taken by RPandherteam. · RP updated thestatusofallthe applications filed before the Hon’ble NCLT. · Discussion regarding the pending BG commission to be paid to SBI. 18thCoC 23.07.2021 · Discussion on the current Meeting statusofalltheprojectsofCD. · Updated the actions taken by RPandherteam. · RP updated thestatusofallthe applications filed before the Hon’ble NCLT. · Discussion regarding the idle P&M lying atdifferentconstructionsites of CD, interest received from PRAs, SBI asked RP to share the monthly cashflowagainstthereceipts. 19thCoC 25.08.2021 · Discussion on the current · CoC members Meeting statusofalltheprojectsofCD. approved the decision of · RP updated the current status re-publicationofForm-Gin ofclaimsreceived&admitted. the newspapers to invite resolutionapplicants.

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· RP updated thestatusofallthe applications filed before the Hon’ble NCLT. · Discussion to sell the idle P&M lying at different construction sites of CD, discussion regarding BG audit for which a professional has already been appointedbyRP. 20thCoC 07.10.2021 · Discussion on the current · CoC members Meeting statusofalltheprojectsofCD. approved the expenses · RP updated the current status incurred by the RP to run ofclaimsreceived&admitted. thecompany. · RP updated thestatusofallthe applications filed before the Hon’ble NCLT · Discussion regarding the EoIs received pursuant to the publication of Form-G. · Filing of an application before the Hon’ble NCLT seeking approval to sale encumbered assets lying at different construction sites of CD. Matter was adjourned till the next meeting. · Discussion on reimbursement of BG commission charges, the matter regarding labour commissioner’s order to release the dues of labour whichare relatedtotheperiodpriortoCIRP. 21st CoC 21.10.2021 · RP opened the Resolutionplan Meeting before theCoCandpresentedthemain termsofthesame. 22nd 26.10.2021 · RP presented the compliant CoC Resolution plan before the CoC and Meeting placed for further negotiations. (Adjourned). · RP sought the undertaking of confidentiality to provide the liquidation valueofCDtotheCoCmembers. Day-2 of 12.11.2021 · RP presented the compliant 22nd Resolution plan before the CoC and CoC placedforfurthernegotiations. Meeting 23rd 20.11.2021 · Resolutions: · CoCmemberapproved CoC 1.) Approve the resolution plan and file the matter of moving an Meeting an application before theHon’bleNCLT application before the u/s 30 of IBC, 2016 toseekapprovalof Hon’ble NCLT for seeking the resolution plan. The matter was exclusion of 90 days adjourned. beyond the period of 420 daysofCIRP.

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2.) Approve filing of an application · CoCmemberapproved before the Hon’ble NCLT to seek the expenses incurred by approval of exclusion of 90 days the RP to run the beyond the period of 420 days ofCIRP company. as there is neither a resolution nor · CoC member rejected liquidation which has been decided by the agenda to approvethe theCoCmembersyet. liquidation of CD u/s 33 of 3.) Reimbursement of expenses IBC,2016. incurredbytheRP. 24thCoC 06.05.2022 · RP updated thestatusofallthe Meeting applications filed before the Hon’ble NCLT. · RP updated the current status ofalltheprojectsofCD. · Discussions held regarding the revised resolution plan received from thePRA. · Discussion regarding the outstandingBGcommission 25thCoC 30.07.2022 · Discussionregardingthestatusof • Approval of expenses Meeting all application filed/to be filed with incurred by RP and her Hon’bleAdjudicatingAuthority. team (15.11.2021 – · Discussionontheactionstakenby 15.07.2022). ResolutionProfessional. · Discussion to consider the Resolution Plan submitted by Mr. Rishabh Jain for final negotiation and furtherapproval/rejection. 26thCoC 31.08.2022 • Discussion regarding thestatus • Approval of expenses Meeting of all application filed/to be filed with incurred by RP and her Hon’bleAdjudicatingAuthority. team • Discussion on status of claims admittedbyRP. • Discussion to consider the Resolution Plan submitted by Mr. Rishabh Jain for final negotiation and furtherapproval/rejection. 27thCoC 04.10.2022 • Discussionregardingthestatusofall • Approval to file an Meeting application filed/to be filed with Hon’ble application before AdjudicatingAuthority. Adjudicating Authority to seek extension of 30 days from CIRP period to concludeCIRPprocess. 28thCoC 28.10.2022 · Discussion regarding thestatusof Meeting all application filed/to be filed with Hon’bleAdjudicatingAuthority. · Discussion ontheResolutionPlan submittedbyMr.RishabhJain.

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29thCoC 02.12.2022 · Discussion regardingtheoperational Meeting issues · Discussion on CoC observations ontheResolutionPlan 30thCoC 20.12.2022 · DiscussiontoapprovetheResolution Approval to file an Meeting PlansubmittedbyMr.RishabhJain. application before Adjudicating Authority to seek extension of 30 days from CIRP period to concludeCIRPprocess. 31st CoC 16.01.2023 · Discussionregardingthestatusofall Meeting the applications filed with Hon’ble AdjudicatingAuthority. · Discussion regarding the amended resolution plan submitted by Mr. RishabhJain. 32nd 24.01.2023 · Discussion regarding the status of CoC EPFOclaim Meeting · Representative of SBI enquired about the expected time for release of Bank Guarantee of HLL Lifecare Limited. 33rd 09.02.2023 · RP placed the compliant Resolution · The Resolution plan CoC Plan submitted by the eligible submitted by Mr. Rishabh Meeting Prospective Resolution Applicant Jain was approved by before the CoC in accordance with 92.3%votingshare. Section 30 of the IBC, 2016 for · The RP discussed and approval. placed CIRP costs in terms of Section 5(13) of the IBC, 2016, the same wasapprovedbyCoC. · The RP discussed with the CoC the agenda to approve the appointment of Monitoring Agency for the supervision and implementation of the Resolution Plan. The same was approved by CoC vide email dated 27.02.2023. · Approval to file an application before Adjudicating Authority to seek extension of 30 days from CIRP period to concludeCIRPprocess. · The RP discussed with the CoC the agenda for liquidation of the Corporate Debtoru/s33of

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IBC, 2016. The same was rejectedbytheCoC. · The RP discussed with the CoC the agenda for appointment of liquidator. The same was rejectedby theCoC. · The RP discussed with the CoC the agenda to make/ approve the best estimate of the amount to meet liquidation cost. The same was rejected by the CoC. · The RP discussed with the CoC the agenda to make/ approve the best estimate of the value of liquid assets of Corporate Debtor to meet liquidation cost. · The RP discussed with the CoC the agenda to consider and to approve the plan providing for contribution for meeting the difference betweenthe amounts required to meet liquidation cost and value of liquid assets of Corporate Debtor. The same was rejected by the CoC. · The RP discussed with the CoC the agenda to consider and to approve opening of designated escrow account in a scheduled bank for depositing the contribution made under regulation 2A(1) of IBBI (Liquidation Process) Regulations, 2016. The same was rejectedbytheCoC. · The RP discussed with the CoC the agenda to consider and to approve opening of designated escrow account for depositing the proceedsof

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liquidation. The same was rejectedbytheCoC. · The RP discussed with the CoC the agenda to consider for recommendation of the sale of assets, etc. under clause (a) to (f) of Regulation 35 of IBBI (Liquidation Process) Regulations, 2016. The same was rejected by the CoC. · Agenda with respect to the fee and expenses of Liquidator was rejected by theCoC.

7. 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 FAIR LIQUIDATION VALUE VALUE A. Plant&Machinery 1. AlokKaushik 3,42,94,533 2,57,05,622 3,38,64,9 2,45,30,481 AmarjitKumar 67 2. 3,34,35,400 2,33,55,340 Sharma B. Stock 3. SachinGoel 4,03,84,000 2,67,90,000 4,35,29,0 2,89,06,269 10 4. VipanSingal 4,66,74,019 3,10,22,538

C. SecuritiesandFinancialAsset

5. SandeepJain 14,91,44,356 6,38,34,504 15,22,45, 6,18,95,239 634 6. PrateekMittal 15,53,46,913 5,99,55,973 22,96,39, TotalValue 11,53,31,989 611

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8. It is submitted that In the 3rd CoC meeting held on 23.12.2019, Interim Resolution Professional was confirmed as the Resolution Professional by the Committee of Creditors and the CoC members has also approved the eligibility criteria for the prospective resolution applicant. The Resolution Professional in terms of the Section 25(2)(h) of the Code, has published the Form-G on 04.12.2019 in two newspapers i.e. Financial Express and Amar Ujala. 9. In the 4th meeting of CoC, held on 03.02.2020, the CoC resolved to republish the Form-G as no expression of interest has been received. The Form-G was republished on 06.02.2020. Even after the republication of the Form-G no expression of interest has been received till the last date of submissions of EOI. In the 5th meeting of CoC it is again resolved to republish the Form-G. The 7th meeting of CoC on 30.07.2020, it is discussed that one EOI has been received from Mr. Jatinder Mittal who is the director of the Corporate Debtor. One additional interest has been received on 19.07.2020 and the CoC has approved the publication of th corrigendum pursuant to the publicaiton of the Form-G on 04.07.2020. In the corrigendum, the last date to submit the EOI was extended upto 06.08.2020. 10. In the 8th meeting of CoC, the Applicant informed that till the last date of submission of EOI, two (2) EOI were received by the Applicant namely from Mr. Jatinder Mittal and from M/s One City Infrastructure Private Limited. In the 9th meeting of CoC, the applicant has informed that no resolution plan has been received and 180 days of CIRP was expiring on 03.04.2020. 11. In the 10th meeting of CoC held on 05.11.2020, the applicant has republished the Form-G on 03.10.2020 and the last date for submission of resolution plan was fixed as 02.11.2020 (after extention). The resolution plans

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were received from a) Mr. Jatinder Mittal (Promoter of Corporate Debtor, being MSME registered) b) Mr. Ravi Surender Singh Sandhu & Mr. Rohit Goyal. 12. In the 11th meeting of CoC held on 01.12.2020, the CoC has negotiate with the two prospected resolutions applicants. In the 13th meeting of CoC held on 11.01.2021. It is observed by the members of CoC that the resolution plans submitted by the Prospective Resolution Applicants are non-compliant and it was suggested that fresh Form G should be published in order for resolution of the Corporate Debtor. In the 14th meeting of CoC held on 29.01.2021, the resolution for re-publication of FORM-G for inviting prospective investors for submission of expression of interest and the same was published on 02.02.2021. In the 15th meeting of CoC held on 24.02.2021, the applicant has informed that potential PRAs has submitted their EOI. The negotiations could not take place due to COVID-19 situations and updation of claims received by the applicant. Therefore, The Form-G has again published on 26.08.2021 as resolved in 19th meeting of CoC held on 25.08.2021. In pursuance of the same, three EOIs has been received till 10.09.2021 which are as follows:-

Name of the PRA Directors Type of Industry Yashvi Constructions Jitendra P. Shah Construction M/s Prabhatam Mayank Gupta, Infrastructure & real Infrastructure Ltd. Nishant Gupta, estate Subhash Sahu Rishabh Jain Director- Maya Infrastructure & real Enterprises Ltd. estate 13. In the 21st meeting of CoC held on 21.10.2021, the resolution plan of Mr. Risabh Jain was opened and detailed deliberations was made thereupon. In the 22nd meeting of CoC held on 26.10.2021, the fair and liquidation value was shared with the CoC upon submission of an undertaking in terms of CIRP

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regulations. In the 24th meeting of CoC held on 06.05.2022, the financial proposal of PRA-Risabh Jain with amended terms was shared with SBI for consideration. After detailed discussion about the plan and project status of the corporate debtor, the meeting was concluded and put for further discussion. In the 25th meeting of CoC held on 30.07.2022, the amended resolution plan of the PRA-Risabh Jain was submitted. The resolution plan was discussed in detail in the 25th, 26th and 27th meeting of CoC held on 30.07.2022, 31.08.2022 and 04.10.2022 respectively. 14. In the 28th meeting of CoC held on 28.10.2022, the lead CoC member i.e. State Bank of India asked for Latest Net worth of PRA which should be CA certified along with the working of valuation of shares, Updated Project status along with BG details and detailed information on the major reasons of losses mentioned in the plan to evaluate the feasibility & Viability of the Resolution Plan. In the 30th meeting of CoC held on 20.12.2022, the resolution plan of Mr. Risabh Jain was negotiate again and discussed in length. 15. In the 32nd meeting of CoC held on 24.01.2023, the applicant has discussed the status of EPFO claim with the CoC members and has informed that a claim for an amount of Rs. 29,62,02,900/- (Rupees Twenty Nine Crores Sixty Two Lacs Two Thousand and Nine Hundred Rupees Only) and the same had been admitted only to the extent of Rs. 6,71,982/- (Rupees Six Lacs Seventy One Thousand Nine Hundred and Eight Two Only). On the request of applicant, EPFO department reinitiated enquiry u/s 7A of the PF Act and all documents were submitted. 16. In the 33rd meeting of CoC held on 09.02.2023, the resolution plan submitted by Mr. Risabh Jain has been approved with 92.3% voting share. It is IANo.1455of2022 In CP(IB)No.588/Chd/HP/2019 (Admitted)

further submitted that due to inadvertable the applicant will not act as monitoring professional due to some personal reasons and therefore the name of Mr. Jalesh Kumar Grover, Insolvency Professional having IBBI Regn. No. IBBI/IPA-001/IP-P00200/2017-18/10390 to act as monitoring profession has been proposed and it has also being proved in the same meeting. The resolution plan along with addendum as Annexure A-51 of the application. 17. Pursuant to the approval of resolution plan passed by the CoC the applicant issued the letter of intent dated 13.02.2023 to the resolution applicant. In pursuance of the same and as per regulations 39(4A) of CIRP regulations the successful resolution applicant has submitted the performance guarantee to the tune of Rs. 16 Lacs and the copy of the same is attached with the application as Annexure A-52. 18. The Details of exclusion & extension sought by the Resolution

Professional and granted by this Adjudicating Authority is given below :-

Sr. No. IAs/ CAs Date of filing Number of Date of order days granted 1. 251/2020 03.07.2020 90 04.09.2020 2. 805/2020 06.11.2020 60 11.12.2020 3. 104/2021 06.02.2021 90 23.08.2021 4. 653/2021 21.11.2021 90 15.07.2022 5. 1370/2022 11.10.2022 20 01.12.2022 6. 98/2023 20.12.2022 30 12.01.2023

19. The Resolution applicant has also submitted an undertaking stating that he is eligible under Section 29A of the Code. The said undertaking is attached with the application as Annexure A-55. 20. The relevant information with regard to the amount claimed, amount admitted, and the amount proposed to be paid by the Resolution Applicant

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under the said resolution plan as mentioned in Form H filed at Annexure A-54 of the application which is reproduced as below:- (AmountinRs.lacs) Categoryof Amount of Amount Amount Amount Amount Amount Stakeholde ClaimFiled of Claim provide provided to reflected available in r Admitted d under the Amount in the last liquidation the Claimed(%) Balance Plan# Sheet before CIRP Secured 7024.48 7024.48 1161.09 16.53% 835.19 Financial Creditor Unsecured 1079.05 1079.05 0 0 Financial Creditor *Workmen 141.36 121.61 21.95 18.05% 382 16.80 Dues (24 months) Employees 207.38 176.30 0 0 dues Operational 8390.68 43.86 Nil Nil 3216 Nil Creditor (supplier of goods, service) Statutory 3300.8 32.45 13.96 (100% of 6.72 13.96(PF) Liability Book (onlyPF) Balance, i.e., Rs. 672,982/-with provision of interest) Other Nil Nil Creditors Total 20144.07 8521.61 *1197 3604.72 865.95

21. 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:

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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 Requirement ClauseofResolutionPlan Compliance the Code / with respect to (Yes/No) Regulation ResolutionPlan No. 25(2)(h) Whether the Yes, as pertheeligibilitycriteriaatPageno.700-701of Yes Resolution theMainApplication(minutesofthe3rdCoC) Applicant meets the criteria approved by the CoC having regard to the complexity and scale of operations of business of the CD? Section29A Whether the Yes, as per 29A affidavit on Page no. 625 of the main Yes Resolution application submitted by the Successful Resolution Applicant is Applicant. eligible to submit resolutionplanas Further, the Successful Resolution Applicant fulfils the per final list of eligibility criteria; the same is mentioned at Page No. Resolution 697-699 attached as Annexure A-55 of the main Professional or application. Order, if any, of the Adjudicating Authority? Section Whether the Yes, as per affidavit on Page No. 697-699 of the Main Yes 30(1) Resolution application Applicant has submitted an affidavit stating thatitiseligible?

Section Whether the 30(2) ResolutionPlan- Yes (a) provides for a) Yes, at, at Page No 39 oftheResolutionPlanwhich the payment of is attached as Annexure No. A-51 (Relevant page no. insolvency 633ofthemainapplication.) resolution Pursuant to thesame,ResolutionApplicantproposesto processcosts? pay unpaid CIRP cost on actual basis in priority to IANo.1455of2022 In CP(IB)No.588/Chd/HP/2019 (Admitted)

other creditors under resolution plan. Since the CIRP cost amount is uncertain, hence RA is not proposing any specific amount for unpaid CIRP cost amount and the actual CIRPcostamountshallbeadjustedfromthe amountproposedforthefinancialcreditors. (iii) The amount of unpaid CIRP Cost (if any) shall bepaidinprioritytothepaymentofallotherdebts of the Corporate Debtor within 30 days from the effectivedate (b) provides for b) Yes, at Page No 42-44 oftheResolutionPlanwhich Yes the payment to is attached as Annexure No. A-51 (Relevant page no. the operational 636-638)ofthemainapplication. creditors? (v) (c) provides for Yes, at Page No 40 of the Resolution Plan which is Yes the payment to attached as Annexure No. A-51 (Relevant page no. the financial 634)ofthemainapplication. creditors who did not vote infavour Dissenting FinancialCreditors:-Thefinancialcreditors, (vii) of the resolution whohavearighttovoteundersub-section(2)of plan? section 21 and did not vote in favour of the resolution plan, shall be paid insuchmannerasmaybespecified by the Board, which shall not be less than the amount to be paid to such creditors in accordance with sub-section (1) of section 53 in the event of a liquidationofthecorporatedebtor. (Section30 (2) (b) of IBC, 2016). Dissenting financial creditors shall be paidinpriorityoverfinancialcreditors whovotedinfavouroftheplan.

(d) provides for At PageNo49oftheResolutionPlanwhichisattached Yes the management as Annexure No. A-51 (Relevant page no. 643) of the of the affairs of mainapplication. the corporate (ix) debtor? (e) Provides for Yes,atPage No 52 of the Resolution Plan which is the attached as Annexure No. A-51 (Relevant page no. implementation 643)ofthemainapplication. and supervision of the resolution MonitoringCommitteeandMonitoringProfessional plan? A Monitoring Agency (“MA”) or Monitoring Committee shall be appointed by the Resolution Applicant in consultation with CoC for supervision and (xi) implementationoftheResolutionPlanintermsof

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Provisions of Section 30(2)(d) of IBC read with Regulation 38(2)(c) of the CIRP Regulations. The appointment shall be at themutuallyagreedtermswith CoC Members for the period with effect from the date of approval of the Resolution Plan by Hon’bleNCLTtill the payments proposed under this Resolution Planare cleared. The Composition of the MonitoringCommittee shall be one representative each of the Resolution ApplicantandCoC. (xii) (f) Yes,atPage No 32of the Resolution Plan which is Yes Contravene any attached as Annexure No. A-51 (Relevant page no. of the provisions 626)ofthemainapplication. of the law for the time being in DECLARATIONU/S30(2)(E) (xiii) force? Section 30 (2) (e)ofIBC:TheResolutionApplicanthas taken utmostcare,whilepreparingtheResolutionPlan. The Resolution Applicant confirms that the Resolution Plandoesnot contravene any provision of applicable law for thetime beinginforce

Section WhethertheResolutionPlan 30(4) (xiv) (a) is a) Yes at Page No 31 and 47 of the Resolution Plan Yes feasible and which is attached as Annexure No. A-51 (Relevant viable, according pageno.625,641)ofthemainapplication totheCoC?

(xv) (b)has Yes, approved by 92.3%VotingShareatPageNo.557 Yes been approved of the main application(Ballot Paper of the CoC by the CoC with member) 66% voting share?

Section Whether the Yes,CoC has approved appointment of Monitoring Yes 31(1) Resolution Plan Professional Mr.Jalesh Kumar Grover for the hasprovisionsfor implementation of the Resolution Plan for the term of its effective resolution plan after approval of the plan by the implementation Adjudicating Authority via email dated 27.02.2023 plan, according which is attachedasAnnexureA-51 (PageNo.646)of totheCoC? themainapplication. Regulation Whether the Yes, at Page No 51of the Resolution Plan which is Yes 38(1) amount due to attachedasAnnexureNo.A-51 the operational creditors under the resolution

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plan has been given priority in payment over financial creditors? Regulation Whether the Yes atPage No.52 -53of the Resolution Plan which is Yes 38(1A) resolution plan attached as Annexure No. A-51 (Relevant page no. includes a 646-647)ofthemainapplication. statement as to The proposed Resolution plan has been prepared how it has dealt taking in consideration of the Interest of all with the interests stakeholders and all the payments has been proposed of all aspersection53oftheIBC,2016 stakeholders?

Regulation (i) Whether the At Page31,oftheResolutionplanwhichisattachedas No 38(1B) Resolution Annexure No. A-51 (Relevant page no. 625) of the Applicant or any mainapplication,theResolutionApplicanthasdeclared of its related that neither the resolution Applicant nor any of their parties has failed related parties have failed to implement or contributed to implement or to the failure of implementation of any other resolution contributed to the plan approved bytheAdjudicatingAuthorityatanytime failure of inthepast. implementation of any resolution plan approved undertheCode.

(xix) (ii) If NotApplicable so, whether the Resolution (xx) Applicant has submitted the statement giving details of such non-implementati on?

Regulation (b) WhethertheResolutionPlanprovides: 38(2)

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(a) the term of Yes, at Page No 48and Page No. 53 – 54 of the Yes the plan and its Resolution Plan which is attached as Annexure No. implementation A-51 (Relevant page no. 642, 647 & 648) of the main schedule? application.

(i) The term of the Resolution Plan shall begin w.e.f. Effective Date till the final settlement of payouts suggested in the Resolution plan (i.e. within oneyearand9months) (ii) (b)for Yes at Page No 48 of the Resolution Plan which is the management attached as Annexure No. A-51 (Relevant page no. Yes and control ofthe 642)ofthemainapplication business of the corporate debtor (iii) Management & Control of the Business of duringitsterm? the Corporate Debtor shall be with the Resolution Applicant.However, during the term of the resolution plan, the implementation of the Resolution shall be monitoredbytheMonitoringAgency.

(iv) Yes, at Page No 52 of the Resolution Plan which is (c) adequate attached as Annexure No. A-51 (Relevant page means for no.646)ofthemainapplication. supervising its implementation? MonitoringCommitteeandMonitoringProfessional A Monitoring Agency (“MA”) or Monitoring Committee shall be appointed by the Resolution Applicant in consultation with CoC for supervision and implementationoftheResolutionPlanintermsof Provisions of Section 30(2)(d) of IBC read with Regulation 38(2)(c) of the CIRP Regulations. The appointment shall be at themutuallyagreedtermswith CoC Members for the period with effect from the date of approval of the Resolution Plan by Hon’bleNCLTtill the payments proposed under this Resolution Planare cleared. The Composition of the MonitoringCommittee shall be one representative each of the Resolution (v) ApplicantandCoC. 38(3) Whether the resolution plan demonstrates that– (a) it addresses Yes, at Page No 29-30 of the Resolution Plan whichis Yes the cause of attached as Annexure no. A-51 (relevant page no. default? 632-634)ofthemainapplication.

(vii)

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(b) it is feasible Yes, at Page No 31 and 47 of the Resolution Plan andviable? which is attached as Annexureno.A-51(relevantpage Yes no.625and641)ofthemainapplication.

The Resolution Applicant proposes a Payment of Rs. 12 Crores over a period of oneyearand9months.The Resolution Applicant has net worth of Rs.19.35crores ason30.09.2022. Further, the Resolution Applicant and his associates have vast experience of 15 years in the relevant Industry. (c) it has Yes, at Page No 34 and 48 of the Resolution Plan provisions for its which is attached as Annexure No. A-51 (Relevant effective pageno.628&642ofthemainapplication). (viii) implementation? The Resolution Applicant would retain the existing workmen/employees, if required, and would employ additional workers/employees/professionals as per the requirements. Management & Control of the Business of the Corporate Debtor shall be with the Resolution Applicant. However, during the term of the resolution plan, the implementation of the Resolutionshallbemonitoredby theMonitoringAgency (d) it has The Corporate Debtor has all the approvals to run the provisions for operationsoftheunit. approvals (ix) required and the timeline for the same? (e) the resolution Yes,atPageNo34and48oftheResolutionPlanwhich applicant has the is attached as Annexure no. A-51 (Relevant Page No. capability to 628and642ofthemainapplication. implement the resolutionplan? The Resolution Applicant Proposes a Payment of Rs. 12 Crores over a period of oneyearand9months.The Resolution Applicant has net worth of Rs.19.35crores ason30.09.2022. Further, the Resolution Applicant and its associates (x) have vast experience of 15 years in the relevant Industry.

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39(2) (c) Yes. RP has filed one Application in respect of Yes Whether the RP preferential transactions (IA 186/2021). The matter is has filed pendingbeforetheHon’bleAdjudicatingAuthority. applications in respect of transactions observed, found or determined by him?

Regulation (d) The Successful Resolution applicant hassubmittedthe Yes 39(4) Provide details of Performance Guarantee of Rs. 60 lacs in the favourof performance financialCreditor,StateBankofIndia security received, as referred to in sub-regulation (4A) of regulation 36B.

22. It is submitted that The Resolution Plan shall be implemented as per the following schedule:- (INR in Crores) Sr. Particulars Amount Upfront Cash Deferred Rest of No. Cash at cash the end of 1st year 1. CIRP COST 0 0 0 0 2. Financial Creditor 11.64 1.00 7.09 3.55 (Secured and Unsecured) 3. Workmen dues 1.22 0.22 0 0

4. Employee dues 0 0 0 0

5. Operational Creditor 0 0 0 0 (Supplier of foods, service) 6. Operational Creditor 0.14 0.14 0 0 (Statutory Authorities)

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23. Summary Of The Financial Proposal/ Payment Under The Resolution Plan Is As Follows:-

Particulars Amount (in Crores) Resolution Plan Value 12.00 CIRP Cost Nil (Fully paid from cash flow) Payment to Secured Financial 11.64 Creditors Workmen & Employees priority dues 0.22 Operational Creditors (including 0.14 Statutory Authority)

24. Summary of the Payment Schedule under the Resolution Plan is extracted as below:-

Particulars Amount in Crore Details of payment Along with the Resolution Plan vide DD No. 339427 Earnest Money Deposit 0.10 dated 27.10.2022 in favor of Jaycon Infrastructure Limited Upfront Contribution, if any, Within 30 days of approval of as per the Resolution Plan 1.36 Resolution Plan by NCLT submitted by the Applicant Performance Security under Within 15 business days of Regulation 39(4) Sub approval of Resolution Plan Regulation (4A) of 0.6 by CoC vide BG No. Regulation 36B read with 21062IGL0000323 dated Regulation 39(4) 28.02.2023 Within 21 months from Deferred Payment under the 10.64 approval of Resolution Plan Resolution Plan by NCLT 25. Measures required for the implementation of the Resolution Plan in terms of Regulation 37 of CIRP Regulations are extracted below:

Regulation Particulars Relevant page number of the Resolution Plan dealing aforesaid compliance with regulation (Clause Wise)

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37(a) Transfer of all or part of NA assets of the Corporate debtor to one or more persons 37(b) Sale of all or part of the NA assets whether subject to any security interest or not 37(b)(a) Restructuring of the NA Corporate Debtor, by way of merger, amalgamation and demerger 37(c) The substantial acquisition 100% stake/ shares of the Corporate Debtor shall be of shares of the Corporate extinguished and the RA will issue fresh shares. Debtor, or the merger or Refer: Point No. 9.5 (Pg. No 49-50 of the Resolution Plan) consolidation of the Corporate Debtor with one or more persons

37(ca) Cancellation or delisting of The shares of existing any shares of the shareholders of the Corporate Corporate Debtor, if Debtor will automatically stand applicable cancelled by way of Reduction of Share Capital upon approval of this Resolution Plan by the Adjudicating Authority Refer: Point No. 9.5 (Pg. No 49-50 of the Resolution Plan) 37(d) Satisfaction or modification The security interest of any security interest (mortgage/ hypothecation/ pledge/ lien/ encumbrance) of any creditor on the assets of the Corporate Debtor will be extinguished upon the approval of this Resolution Plan by the Adjudicating Authority. Reliefs and concessional from financial creditors Refer: Point No. B (Pg. No. 57 - 58 of the Resolution Plan)

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37(e) Curing or waiving of any NA breach of the terms of any debt due from the Corporate Debtor 37(f) Reduction in the amount All liabilities of the creditors payable to the creditors shall stand reduced to the amount proposed for final settlements under the plan. Refer: Point No. 9.11(Pg. No 53 of the Resolution Plan) 37(g) Extension of a maturity NA date or a change in interest rate or other terms of a debt due from the Corporate Debtor 37(h) Amendment of the The Resolution Plan at present constitutional document of doesn’t envisage any the Corporate Debtor amendments in the Constitutional Documents ofthe Corporate Debtor. However, the Constitutional Documents may be amended within a period of 12 months for which no separate approval of shareholder and/or any other statutory authority is required. Refer Point 9.6 (pg 50 of the Resolution Plan) 37(i) Issuance of securities of 100% stake/ shares of the the corporate debtor, for Corporate Debtor will be cash, property, securities, acquired by issuance of fresh or in exchange for claims shares. for interests, or other Refer: Point No. 9.5(Pg. No appropriate purpose 49-50 of the Resolution Plan) 37(j) Change in portfolio of NA goods or services produced or rendered by the Corporate Debtor 37(k) Change in technology NA used by Corporate Debtor

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37(l) Obtaining necessary Since the Resolution Applicant approvals from Central would acquire the Corporate and State Governments Debtor as a “going concern” basis, all consents, licenses, approvals, rights, entitlements, benefits and privileges whether under law, contracts, lease, granted in favor of Corporate Debtor for which Corporate Debtor is entitled or accustomed to, shall continue without disruptions for the benefit of the Corporate Debtor and /or the Resolution Applicant. However, if required, the Resolution Applicant shall seek the same within a period of 12 months from the date of approval of the Resolution Plan.

26. Relinquishment/Waiver of liabilities and Approvals prayed for :

Sr.No. Relief and/or Concessions Competent Authority/ The plan is approved subject andApprovalsSought Courts/ to the observations as below Government/Semi-Gove made in the column next to rnment Authority for theprayerforrelief. reliefsought 1. Existing Equity Share Capital From Statutory This is for Income Tax shall be written off without any Departments: Authorities to Consider, implication under the Income Tax Act, 1961 and Companies keeping in view the objects of Act,2013 Insolvency and Bankruptcy Code,2016.

2. Respective Authorities to From Statutory This is for Income Tax consider and approve the Departments: Authorities to Consider, following: a. Allowing carry forward keeping in view the objects of losses and depreciation as per the provision of the Income Tax Insolvency and Bankruptcy Act,1961; Code,2016.

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b. To waive all demands/ interest and penalty charged against the dues of the income tax authority for the period prior to Approval date (Whether claimedornot). c. To allowthecompanyto carry forward its unabsorbed business losses/Capital Losses beyond Statutory time limit of 8 Assessment Years under Section 72 of the IT act 1961 and set off insubsequentyears; in as much as in calculation of the period of limitation of 8 years under Section 72(3) of IncomeTaxActforcarryforward of Losses, the years during which the net worth remained negative,beexcluded. d. To allow total loss brought forward (including unabsorbed depreciation) to be reduced from the book profit for the purposes of levy of MAT underSection155JBoftheAct; e. Exemption from section 41 of theActwithrespecttoany Income which may arise due to write back of liabilities against the existing Brought Forward Losses and Unabsorbed Depreciation pursuant to the ApprovaloftheResolutionPlan. f. Without prejudice totherights available to the Corporate Debtor to otherwise carry forward its accumulated Tax Losses, the Corporate Debtor shall be permitted recourse to the Third Proviso to Section 79 of the IT ACT.Towardsthisend, while filing the application for approval of the plan with the NCLTunderSection30(6)ofthe Code, the Resolution Professional Shall make a written request to the NCLT to issue a notice to the Principal Commissioner or Commissioner

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having Jurisdiction over the CorporateDebtorandtoprovide such Principal Commissioner or Commissioner with an opportunity of Being Heard (“Section 79 Notice”). If no representation is received from the Principal Commissioner or Commissioner pursuant to issuance of the Section 79 Notice by the Date of the NCLT Order, it shall be deemed that the Principal Commissioner or Commissioner has no objections to the Corporate Debtor carrying forward its incomeTaxLosses 3. To waive all demands/ interest From Statutory This is for the appropriate and penalty chargedagainstthe Departments: authorities to considerkeeping dues of theStatutoryAuthorities for thePerioduptotheapproval in view of the clean slate Date including but not limited to dues with respect to pending principle envisagedunderIBC, income tax Customer, salestax, ServiceTax,PF,ESI,GSTetc 2016.

4. To waive of all the From Statutory This is for the appropriate future/subsequent demands/ Departments: authorities to considerkeeping claims/suits etc. against the Corporate Debtor related to the in view of the clean slate eventsuptoApprovalDate principle envisagedunderIBC, 2016.

5. On approval of Resolution Plan From Statutory by the Hon’ble NCLT and from Departments: the approval date, all the This is for the appropriate litigations, proceedings of whatevernature,includingthose authorities to considerkeeping relating to direct or indirect in view of the clean slate taxation, or of any other nature, in respect of the issues, claims, principle envisagedunderIBC, etc. pertaining to the period up to approval date, shall stand 2016. closed immediately and the Corporate Debtor and Resolution Applicant, shall not

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be liable for any civil or criminal or any other consequence including penalty arising there from 6. To waive off the contingent From Statutory This is for the appropriate liability as may arise up to Departments: authorities to considerkeeping approval date and also which are not captured related to in view of the clean slate period before approval of ResolutionPlan principle envisagedunderIBC, 2016.

7. Approval by NCLT for waiver of From Statutory This is for the appropriate anypastliabilities,penaltiesand Departments: authorities to considerkeeping any form of payment by way of Late Fees, Damages etc. which in view of the clean slate occurred or become due because of any non-compliance principle envisagedunderIBC, related to Companies Act and Rulestillapprovaldate 2016.

8. All claims, rights of existing From Statutory Promoter/ Promoter group Departments: Granted as per the relevant against the Corporate Debtor, unless covered in the provisions of Insolvency and Resolution Plan, shall stand irrevocably and unconditionally BankruptcyCode,2016. extinguished and ineffective on approvalofResolutionPlan 9. Time period of twenty-one From Statutory This is for the appropriate months from the approval date Departments: authorities to considerkeeping to ensure compliance inrelation to noncompliance of Applicable in view of the objects of the laws by the Corporate Debtor without any additional interest IBC,2016. andpenalty

10. Further the relevant From Statutory This is for the appropriate Government/ Statutory Departments: authorities to considerkeeping authorities shall not initiate any investigation, action or in view of the objects of the proceeding against the Resolution Applicant or the new IBC,2016. management (upon acquisition of Corporate Debtor) including

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the Board of Directors and Corporate Debtor (CD), in relation to any non-compliance with Applicable laws by the Corporate Debtor pertaining to anyperioduptoapprovaldate 11. Since the Resolution Applicant This is for the appropriate has limited information in authorities to considerkeeping relation to the business permits and their current status, it is in view of the objects of the probable that certain of the business permits of the IBC,2016. 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 have issued or granted such business permits to provide reasonable time period of at least twelvemonths after the approval date in order to the Resolution Applicant to assess the status of business permits and applicable laws without initiating any action, proceeding in relation to non-compliance, and to permit the Resolution Applicant to continue to operate the Business of the Corporate Debtorascarriedoutprior 12. 100% extinguishment of From Statutory This is for the appropriate unclaimed amount of all other Departments: authorities to considerkeeping Central and State Government or Local Authorities (Including in view of the clean slate Dues of Land Revenue Department (if any) up to principle envisagedunderIBC, approvaldate 2016.

13. Respective authorities to From Statutory This is for Income Tax consider the Exempting the Departments: Authorities to Consider, Corporate Debtor from Section 79oftheIncomeTaxAct,1961

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keeping in view the objects of Insolvency and Bankruptcy Code,2016.

14. All Government/ Regulatory From Statutory This is for the appropriate Authorities to grant relief, Departments: authorities to considerkeeping concession or dispensation as may be required for in view of the clean slate implementation of the transaction contemplated under principle envisagedunderIBC, theResolutionPlan 2016.

15. Any Tax Liability / Claim which From Statutory This is for the appropriate may arise pursuant to the Departments: authorities to considerkeeping assessment of Tax in respect of any event/ transaction taken in view of the clean slate place prior to the ApprovalDate shall stand extinguished in principle envisagedunderIBC, entirety under the Resolution Plan 2016.

16. Local Electricity Discom, local From Statutory This is for the appropriate municipal corporation, local Departments: authorities to considerkeeping water supply agency to waive off all demands, penalties, in view of the clean slate taxes, dues, charges, levies, and cess for any period prior to principle envisagedunderIBC, the Plan Effective Date. The Company or Applicant shall not 2016. be liable for the above under Applicable Laws for the period prior to the Plan Effective Date and the Adjudicating Authority shallpassanordertothateffect 17. Any interest or penalty or From Statutory This is for the appropriate charge payable duringtheCIRP Departments: authorities to considerkeeping period should be waived off under any lawforthetimebeing in view of the clean slate inforce.Ifanyinterestorcharge is paid, then it shall be principle envisagedunderIBC, recoveredorreversed 2016.

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18. Resolution Applicant shall be From Statutory This is for the appropriate allowed to make any Departments: authorities to considerkeeping modification in name or branding, etc. at their sole in view of the clean slate discretion and all concerned parties/stakeholders shall principle envisagedunderIBC, provide NOC for the same if required 2016.

19. After the receipt of full amount Secured Financial Granted in terms of the as ascribed in the plan, the Creditors judgement of Hon’ble Supreme Court in case of banks shall release theircharge Ghanshyam Mishra and over all the assets of the Sons Private Limited corporate debtorasformingpart through Authorised of Plan, which have been Signatory vs. Edelweiss provided as security against the Asset Reconstruction facilities availed from the Company Limited through financial creditors and no the Director & Ors. 2021 SCCOnlineSC313. amount of any nature shall be payable eitherbytheResolution Applicant or by the corporate debtor havingnewmanagement / directors, except as provided forintheresolutionplan 20. The Resolution Applicant will Secured Financial Granted as per the relevant have the option to pre pay the Creditors provisions of Insolvency and dues of the Financial Creditors, withoutanyadditionallevies BankruptcyCode,2016.

21. After the implementation of the Secured Financial Granted as per the relevant Resolution Plan all fixed assets Creditors provisions of Insolvency and and current assets as specifically provided for in the BankruptcyCode,2016. plan including written off will solely remain under the ownershipandrightofcorporate Debtor and no other person will havetherightontheseassetsin Future 22. BankGuaranteestoberenewed Secured Financial Granted as per the relevant at the Request of the CD under Creditors provisions of Insolvency and new management per procedure/policiesoflender BankruptcyCode,2016.

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23. Secured Creditors not to take Secured Financial Granted as per the relevant any penal coercive action, Creditors provisions of Insolvency and recovery proceedings in DRT and/or other forums against the BankruptcyCode,2016. Assets of the Corporate Debtor, pending approval of this ResolutionPlan 24. The Corporate Debtor and the OtherCreditors Granted as per the relevant Resolution Applicant are to be provisions of Insolvency and responsibleonlyfortheliabilities specifically mentioned and BankruptcyCode,2016. undertaken by them in the Resolution Plan. To clarify, the Resolution Applicant shall not be responsible for the liabilities not mentioned/ undertaken in theResolutionPlan 25. All the contingent liabilities of ContingentLiabilities The extinguishment of the what so ever natureasstatedin contingent Liabilities will be as the financial statements or otherwise and also which are pertheapplicablelaws. stated / not stated in the Information Memorandum and which is related to period prior to the approval of Resolution Plan fromtheapprovaldate,are tobeextinguished. All the future/subsequent demands/claims/suits etc. against the corporate debtor, relatingtotheeventspriortothe approval of the Resolution Plan by the Adjudicating Authority, aretobeextinguished 26. All Corporate Guarantees Corporate Guarantees The extinguishment of the issued by the Corporate Debtor issued by Corporate contingent Liabilities will be as in favor of any party which are Debtor reflected in the books or not or pertheapplicablelaws. may occur in future due to any transaction in the past shall stand extinguished after the approvaloftheResolutionPlan 27. All the contracts, including any Contracts made prior to Granted as per the relevant onerous contract, entered into ApprovalDate provisions of Insolvency and by the Corporate Debtor subsisting as on effective date, BankruptcyCode,2016. to be continued at the sole

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discretion of Corporate Debtor under the new management after the effective date. However, the new management and/or Corporate Debtor shall not be burdened with the additional liability/ penalty/ damages/ any other charges on account of delay/ default by the Corporate Debtor and/or by the ResolutionProfessional 28. To extinguish all the legal Litigation/ Legal Subject to the provisions of proceedings as extracted from Proceedings therelevantLaws theinformationmemorandumas mentioned at clause) and future/subsequent demands/claims/suits etc. against the Corporate Debtor and Promoters/ Guarantors relating to the events priorupto approvaldate. Ather the Financial settlements as presented in the Resolution Plan and approved by Hon'ble NCLT shall be binding onallthe category of creditors, Employees/Workmen, other stakeholders and no person shall be bled to receive any amount apart from as mentionedinthePlan 29. Approval by Hon'ble NCLT that Termination of any Granted as per the relevant all outstanding negotiable NegotiableInstruments provisions of Insolvency and instrumentsissuedbyCorporate Debtor or any other person on BankruptcyCode,2016. behalf of Corporate Debtorshall stand terminated from the approval Date and no liability shall arise due to the same qua thecorporatedebtor 30. All the power of attorneys Revocation of Power of Granted as per the relevant provided to any person by the Attorneys provisions of Insolvency and Corporate Debtor shall stand revoked/ ineffective/null and BankruptcyCode,2016. void, immediately on the ApprovalDate

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31. The dues incurred by the Dues of Creditors during Granted as per the relevant Resolution Professional (on CIRP provisions of Insolvency and behalf of Corporate Debtor) during the CIRP, towards the BankruptcyCode,2016. financial and operational creditors shall be paid in terms of agreements with them. The Resolution Plan has beenmade on the assumption that all dues incurred by the Resolution Professional (on behalf of Corporate Debtor) during the CIRP and prior to the Effective Date, have been or will be paid as CIRP Costs. Therefore, except for CIRP Costs, any liabilities and/ or claims that arise between the Insolvency Commencement Date and the Effective Date disclosed or undisclosed and/or in India or anywhere outside India shall stand waived, extinguished, abated, discharged inperpetuity as on the Effective Date, pursuant to the NCLT Approval Order and after making the payment proposed under this plan Further, except as provided herein, no interest shall be paid for the CIRP Period, on any claim against Corporate Debtor (as on the Insolvency Commencement Data), be it of thefinancialcreditorOperational creditor or any other claim arising on account of any financial liability, operational liability or any other contingent liability or dues, demands in connection with or against CorporateDebtor 32. On the approval of the Extinguishment of claims Granted as per the relevant Resolution Plan by Hon'ble andentitlements provisions of Insolvency and NCLT, the Resolution Applicant shall be the sole beneficiary of BankruptcyCode,2016. any amount recovered by the Resolution Applicant post

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acquisition,previouslywrittenoff bythecorporateDebtor. Further, the Resolution Applicant shall have full right to recover/ proceed against the party, whose account a recoverable in the books of Corporate Debtor as on Effective Dateanditshallbethe sole beneficiary of the amount sorecovered 33. Other than persons receiving Extinguishment of claims Granted in terms of the financial settlement under the andentitlements judgement of Hon’ble Supreme Court in case of Resolution Plan, no payments Ghanshyam Mishra and orsettlements(ofanykind)shall Sons Private Limited be made to any other Person in through Authorised respect of claims filedunderthe Signatory vs. Edelweiss CIRP and all claims (including, Asset Reconstruction for avoidance of doubt, any Company Limited through un-verified portion of their the Director & Ors. 2021 SCCOnlineSC313. claims, rejected) against the CorporateDebtoralongwithany related legal proceedings (includingcriminalproceedings), shall stand irrevocably and unconditionally abated, settled and extinguished in perpetuity on and with effect fromeffective date. Any invocation or appropriation or enforcement action already taken in respect of any security, guarantee. pledge, charge, encumbrance granted or created by the Corporate Debtor, or in respect of any asset of the Corporate Debtor in connection with any financial debt or any other debt or obligation of the Corporate Debtor, at any time prior to the effective date shall stand automatically revoked and cancelled and deemed null and void all liabilities andobligations in relation to such security, guarantee, pledge, charge, encumbrance granted or created by the Corporate Debtor, or in respect of any

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asset of the Corporate Debtor shall be deemed to have been permanently extinguished w.e.f. effectivedate 34. On making payment as per Others Granted in terms of the ResolutionPlan,encumbrances, judgement of Hon’ble Supreme Court in case of security interest, liens, and/or Ghanshyam Mishra and attachments created over the Sons Private Limited assets of the corporate debtor through Authorised or any subsidiary or over the Signatory vs. Edelweiss securities of the corporate Asset Reconstruction debtor, whether by contract or Company Limited through by applicable law, shall stand the Director & Ors. 2021 SCCOnlineSC313. unconditionally and irrevocably released, and reversed, without the requirement of any further deed or action on part of the Resolution Applicant or the Corporatedebtor 35. As per theInformationextracted FinancialCreditors from the Information Granted in terms of the Memorandum, the Resolution judgement of Hon’ble Professional has received Claims of Rs. 70.24 Crs from Supreme Court in case of financial creditors, out of which claims of Rs. 70.24Crslacsare Ghanshyam Mishra and admitted. The Resolution Applicanthasofferedanamount Sons Private Limited of Rs. 11.64.00 Crs payable in through Authorised one year and s months without interest to the secured financial Signatory vs. Edelweiss creditors. The balance amount, not provided for in the Asset Reconstruction Resolution Plan shall stand extinguished after the approval Company Limited of the Resolution Plan. Further through the Director & any Unclaimed Amount shall also stand extinguished on the Ors. 2021 SCCOnlineSC approval of Resolution Plan fromtheEffectiveDate 313.

36. As pertheinformationExtracted From Workers & Granted in terms of the from the Information Employees judgement of Hon’ble Supreme Court in case of Memorandum, the Resolution Ghanshyam Mishra and IANo.1455of2022 In CP(IB)No.588/Chd/HP/2019 (Admitted)

Professional has verified claims Sons Private Limited ofRs.297Crsfromtheworkers/ through Authorised Signatory vs. Edelweiss employees. The Resolution Asset Reconstruction Applicant have offered Rs. 0.20 Company Limited through Crs towards claim of workmen the Director & Ors. 2021 only that pertain to period of 24 SCCOnlineSC313. months prior of CIRP date in proportion of claim verified. The balance claim amount of workmen/employees i eRs2.77 Crs shall stand extinguished on theapprovalofresolutionplan. Workers/employees who have not lodged their claims or if any amount has not been provided for in the Resolution Plan, shall stand extinguished after the approval of the ResolutionPlan. Further any unclaimed amount (including the retirement benefits, gratuityetc.),shallalso stand extinguished on the approval of Resolution Plan fromtheeffectivedate 37. AspertheInformationExtracted From Operational from the Information Creditors (Trade Granted in terms of the Memorandum, the Resolution Payables) judgement of Hon’ble Supreme Professional has admitted claims worth Rs.44.38Crs.The Court in case of Ghanshyam Resolution Applicant has not offered any amount towards Mishra and Sons Private their claims because the expected liquidation value Limited through Authorised availabletothemis"NIL", Signatoryvs.EdelweissAsset Further any UnclaimedAmount shall also stand extinguishedon Reconstruction Company the approval of Resolution Plan fromtheeffectivedate Limited through the Director & Ors. 2021 SCC Online SC 313.

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38. AspertheInformationExtracted From Operational from the Information Creditors (Statutory Granted in terms of the Memorandum, the Resolution Authorities judgement of Hon’ble Supreme Professional has received claims worth Rs. 29.94 Crs out Court in case of Ghanshyam of which Rs. 0.32 crs has been admitted. The Resolution Mishra and Sons Private Applicant has not offered any amount towards their claims Limited through Authorised except to PF department as Signatoryvs.EdelweissAsset there are various judgments of supreme court & other tribunal. Reconstruction Company The admitted claim amount of PF department is Rs.6.72 crs Limited through the Director which is principalamountasper information received. RA is & Ors. 2021 SCC Online SC proposing double of claims 313. amount i.e Rs.0.14 crs to accommodate interest component over principal amount.Hence Further any Unclaimed Amount shall also stand extinguishedon the approval of Resolution Plan fromtheeffectivedate. Although Resolution Plan is prepared with utmost care and due diligence inspiteofthatifin future any hidden financial liabilitytowardsdischargeofany legal obligation, of any nature whether known or unknown, definedornon-defined,admitted or non-admitted; arise on Resolution Applicant, the Resolution Applicant must be protected from such liability and must be allowed to approach Hon'ble NCLT for reliefs, if needed

27. Details Of Monitoring Committee:

Name(s) of the proposed Briefdescriptionoftheproposedmember(s)oftheI& member(s) of Implementation Mcommittee andMonitoringCommittee Mr.JaleshKumarGrover Page 9 of the Resolution Plan provides “Monitoring Agency” or “Monitoring Committee” means the IANo.1455of2022 In CP(IB)No.588/Chd/HP/2019 (Admitted)

Committee comprisingonerepresentativeeachofthe ResolutionApplicantandCoC Point 9.2 @page 48 of the Resolution Plan provides “A Monitoring Agency (“MA”) or Monitoring Committee shall be appointed by the Resolution ApplicantinconsultationwithCoCforsupervisionand implementation of the Resolution Plan in terms of provisions of Section 30(2)(d) of IBC read with Regulation 38(2)(c) of the CIRP Regulations. The appointment shall be at the mutually agreed terms with CoC Members for the period witheffectfromthe date of approval of the Resolution Plan by Hon’ble NCLT till the payments proposed under this Resolutionarecleared” In view of the above, agenda for appointment of Monitoring Professional placed for approval by CoC in 33rd meeting oftheCoCheldon09.02.2023which got approved by the CoC vide email dated 27.02.2023. Further, CoC proposed the name of Mr. Jalesh Kumar Grover as Monitoring Agent for the implementation and Monitoring Committee post the approvaloftheResolutionPlan. Thereafter, Resolution Professional intimated Resolution Applicant regarding the decision of CoC for appointment of Monitoring Agent and Resolution Applicant vide email dated24.03.2023,confirmedthe saidappointment.

28. The resolution professional has appointed a forensic auditor, and on the basis of the forensic report, applications under Section 43(2) have been filed in compliance with Regulation 35A of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. 29. In the Addendum to Resolution Plan, it is stated that “…. Any amount is received by the Resolution Professional of the company or Corporate Debtor after approval of resolution plan in furtherance thereof, such sums shall be for the benefit of all the creditors and shall be distributed as per section 53 of IBC, 2016. Further the expenses to pursue the application in this regard shall be borne by the secured financial creditor. Montoring

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Professional shall pursue the said application after approval of resolution plan by Adjudicating Authority .Secured Financial Creditor shall pursue the said application after full implementation of resolution plan.”

30. On a perusal of the reliefs etc., sought above, it is seen that the same are claimed under the general reliefs as per the provisions of IBC, under the ratios of various judicial pronouncements. Some of the reliefs sought comes within the jurisdiction of 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 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 Applicants are 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. 31. 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. 32. 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.

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Findings

33. 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. 1197 Lacs. The resolution applicant proposes to make payment to secured financial creditors Rs. 1161.09 Lacs and Rs. 13.96 Lacs to the Operational Creditors(Government dues) and Rs. 21.95 Lacs to Workmen. 34. 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. 35. 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

36. Therefore, subject to the observations made in this order, we hereby accord our approval to the Resolution Plan along with the addendum. 37. 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.

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38. 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. 39. The Moratorium imposed under Section 14 shall cease to have effect from the date of this order. 40. 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. 41. 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. 42. 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. 43. Liberty is hereby granted for moving any application if required in connection with the implementation of this Resolution Plan.

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44. 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. 45. 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. 46. Additionally, the Registry shall send a copy of this order to the Registrar of Companies, Punjab and Chandigarh. 47. The application bearing IA No. 659 of 2023 is allowed and the main

Company Petition, i.e., CP (IB) No. 218/Chd/Chd/2018, shall stand disposed of accordingly. 48. 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) August, 23 2023 SA/PKA

IANo.1455of2022 In CP(IB)No.588/Chd/HP/2019 (Admitted)