Approval of Resolution Plan - Jhunsons Chemicals Private Limited

The present interlocutory application bearing IA (IBC) (Plan) No. 33/2025 was filed on 05.06.2025 by Mr. Ajay Gupta, Resolution Professional (RP) of M/s Jhunsons Chemicals Private Limited, the Corporate Debtor (CD) under the provisions of Sections 30(6) and section 31 of the Insolvency & Bankruptcy Code, 2016 (the Code or IBC) read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) for approval of the Resolution Plan submitted by M/s Reliant Packaging Films Private Limited, the Successful Resolution Applicant (SRA), as approved by the Committee of Creditors (CoC). The prayers made in the Application are as follows: a. Approve the final resolution plan dated 11.04.2025 submitted by M/S Reliant Packaging Films Pvt Ltd, being the Successful Resolution Applicant, as approved by the CoC in its 12th CoC meeting held on 03.05.2025 with 96.63% votes in accordance with section 31 of the Code and other relevant provisions of law b. Pass such other/ further and other reliefs as this Hon’ble court may deem fit and proper in the facts and circumstances of the present case.

FACTS AS AVERRED IN THE APPLICATION ARE STATED HEREUNDER:

1. Brief about the Corporate Debtor

1.1. The Corporate Debtor is a company incorporated on 07.09.1992, having a registered office at House No. G-115, Ashok Vihar PH-I, North West, Delhi, India, 110052, under the provisions of the Companies Act 1956. IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

1.2. The underlying Company Petition CP (IB)-380(PB)/2022 was filed by Shilpi Cables Private Limited (Financial Creditor / Shilpi Cables), against CD under Section 7 of the Code for initiation of Corporate Insolvency Resolution Process (CIRP) of the Corporate Debtor. The Application was admitted by this Adjudicating Authority vide order dated 02.05.2024(Admission Order), and Mr. Ajay Gupta was appointed as the Interim Resolution Professional (IRP). In the 1stCOC meeting convened on 01.06.2024, the agenda on confirmation of IRP as RP did not receive the requisite vote, thus IRP, in accordance with section 16(5) continued to perform the duty of the RP. Subsequently, Mr. Ajay Gupta was confirmed as RP in 3rd CoC meeting convened on 28.08.2024 and vide order dated 30.09.2024 by this AA in IA(I.B.C)/4756(PB)2024

2. Collation of Claims, Constitution of CoC, and Valuation

2.1. The IRP made a public announcement in Form A on 04.05.2024 in Financial Express (English) – Delhi-NCR edition, Jansatta (Hindi) - Delhi-NCR edition, Indian Express (English) - Jaipur edition, and Mahanagar Times (Hindi)- Alwar edition, calling upon creditors of the Corporate Debtor to submit their claims along with the proof on or before 16.05.2024.

2.2. Pursuant to the public announcement, IRP received claims from a secured Financial Creditor being Union Bank of India, 12 (Twelve) unsecured Financial Creditors; 17 (Seventeen) Workmen and Employees, and 6 (Six) Operational Creditors and list of these creditors have been filed by the IRP under regulation 13(2)(d) of CIRP, Regulations 2016 vide IA(I.B.C)/2845(PB)2024. IRP further filed a report regarding the constitution of COC vide IA(I.B.C)/2846(PB)2024 under Regulation 17(1) of CIRP Regulations 2016. Both the List of Creditors and the CoC Constitution Report IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022 were taken on record by this AA vide order dated 03.06.2024. Subsequently, RP filed the constitution of CoC with the revised voting rights, vide IA(I.B.C)/2505(PB)2025, and the same was taken on record by this AA vide order dated 27.05.2025.

2.3. The composition of CoC with the revised voting rights is as follows:

2.4. The RP has submitted that total 13 (thirteen) meetings have been held during the CIRP period, which are as follows: Particulars Date of CoC Meeting 1st CoC Meeting 01.06.2024 2nd CoC Meeting 19.07.2024 3rd CoC Meeting 28.08.2024 4th CoC Meeting 24.10.2024 5th CoC Meeting 02.12.2024 6th CoC Meeting 18.01.2025 7th CoC Meeting 10.02.2025 8th CoC Meeting 19.03.2025 9th CoC Meeting 02.04.2025 and 04.04.2025 10th CoC Meeting 16.04.2025 11th CoC Meeting 25.04.2025 12th CoC Meeting 03.05.2025 13th CoC Meeting 31.05.2025 IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

2.5. In terms of Regulation 27 of CIRP Regulations, 2016 Registered Valuers, namely GN Fair Valuation Private Limited & Neeru Gupta, and Mr. Anand Prusty, Ashish Sawe & Gyaneshwar Sahai, were appointed in the 2nd CoC meeting convened on 19.07.2024, for carrying out the valuation of Land & Building, Plant & Machinery, and Securities & Financial Assets. The summary of the Fair Value and Liquidation Value of the Corporate Debtor is as under:

Copies of the Valuation Reports have been placed on record.

2.6. Average valuation of the assets of the Corporate Debtor, as further provided in Form H, is as follows:

Fair Value INR 12,34,01,344 Liquidation Value INR 8,66,04,034

2.7 In the 2nd CoC meeting itself, the IRP formed a prima facie view that there existed several questionable transactions for which an audit needs to be conducted to determine such transactions. Accordingly, the COC with 100% votes resolved to appoint Chaudhary Pradeep & Co., Chartered Accountants, to carry out the transaction audit for the determination of transactions falling under Sections 43, 45, 49, 50, and 66 of the IBC.

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

2.8 It has been submitted that the suspended management/ promoter of CD had filed an appeal before the Hon’ble National Company Law Appellate Tribunal (Hon’ble NCLAT) vide Company Appeal (AT) (Insolvency) No. 972 of 2024 against the admission order dated 02.05.2024 passed by this Adjudicating Authority. While hearing in appeal on 17.05.2024, it was stated on behalf of the Appellant that steps for settlement have been initiated and therefore the Hon’ble NCLAT imposed a stay on issuance of Form G, however, allowed RP to proceed with the constitution of CoC. The order dated 17.05.2024 of the Hon’ble NCLAT is extracted hereinbelow:

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

The Hon’ble NCLAT vide order dated 26.11.2024 vacated the stay and directed RP to proceed further with the issuance of Form G. Relevant portion of the order dated 26.11.2024 is extracted hereinbelow:

2.9 In view of the above, RP filed an application being IA-6211/2024 seeking exclusion of 193 days with effect from 17.05.2024 to 26.11.2024, from the calculation of the CIRP period, and the same was allowed by this AA vide order dated 07.01.2025.

3. Invitation for Resolution Plan, Evaluation, and Voting

3.1 The Applicant submits that in terms of Regulation 36A(1) of the CIRP Regulations, 2016 read with section 25(2)(h) of the Code, invitation in Form G for Expressions of Interest (EoI) from Prospective Resolution Applicants (PRAs) was published on 18.12.2024, with the last date for submission of EoI being 07.01.2025 and for submission of Resolution Plan being 08.03.2025, which later was extended up till 15.03.2025, on request received from PRAs.

3.2 Pursuant to the same 07 (Seven) EOIs were received, and they were declared as eligible Prospective Resolution Applicants. Eventually, only 5 of them submitted the Resolution Plan by 15.03.2025. Final list of PRAs was issued on 01.02.2025.

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

3.3 In terms of Regulation 36B of CIRP Regulations 2016, the RP had issued Request for Resolution Plan (RFRP), IM, and Evaluation Matrix to all eligible Applicants in the provisional list.

3.4 The resolution plans as submitted by the 5 PRAs were presented before the COC during the 9th COC meeting held on 02.04.2025 and 04.04.2025, wherein negotiations were held upon the financial proposal and timelines proposed by PRAs in their respective plan, and time was granted till 12.04.2025 to each PRA to submit the revised resolution plan after considering the observations and non-compliances informed by the applicant and CoC.

3.5 Accordingly, revised resolution plans from 4 out of 5 RAs were received on 12.04.2025, while one amongst 5 wished to continue with the original resolution plan only. These Resolution Plans were considered in the 10th COC meeting held on 16.04.2025.

3.6 CoC carried out detailed deliberation on the resolution plans submitted by RAs in the 11th CoC meeting convened on 25.04.2025.

3.7 In the meanwhile, since CIRP period of 180 days was expiring on 10.05.2025, the CoC in its 11th CoC meeting convened on 25.04.2025 passed resolution for seeking extension of 60 days. Accordingly, RP filed an application bearing IA-2301/2025 seeking extension of 60 days (beyond CIRP period of 180 days) with effect from 11.05.2025 and the same was allowed by this AA vide order dated 15.05.2025.

3.8 In the 12th CoC meeting convened on 03.05.2025, detailed discussion on feasibility and viability was carried out on Resolution Plans submitted. After detailed discussion, it was decided that only compliant Resolution Plans submitted by the following persons will IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022 be put to vote: a. Titan Media Limited b. Reliant Packaging Films Private Limited c. Hershit Kumar Gupta Further, the Resolution Plans from these three entities, were evaluated in terms of Evaluation Matrix and put to vote in this 12th meeting. Upon conclusion of voting process, Resolution Plan of M/s Reliant Packaging Films Pvt Ltd stood approved by the COC with 96.63% votes. 3.9 The Resolution passed for approval of the Resolution Plan of M/s Reliant Packaging Films Pvt Ltd is extracted herein below:

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

3.10 On approval of the resolution plan of M/s Reliant Packaging Films Pvt Ltd, the RP issued a letter of intent (LOI) dated 03.06.2025 to M/s Reliant Packaging Films Pvt Ltd/ SRA.

3.11 The SRA deposited Performance Security in terms of Regulation 36B(4A) of the CIRP Regulations, 2016, to the tune of Rs 97,50,000/- (Ninety Seven Lakhs Fifty Thousand Only) being 10% of the resolution plan value on 04.06.2025 via bank guarantee bearing no PEBNDH297361 dated 04.06.2025 issued by HSBC bank valid up to 03.06.2026.

3.12 Pursuant thereto, the present application has been filed by the RP seeking approval of the Resolution Plan in terms of the provisions of the code. IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

3.13 The SRA has submitted an undertaking with respect to eligibility in accordance with Section 29A, and the same is placed at this Application for approval of the Resolution Plan and the same is further confirmed by Resolution Professional. The Certificate issued by RP is enclosed on page no. 192 of the application is extracted below:

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

3.14 Further, RP’s compliance certificate in form H has been placed on record as Annexure A-3. In the certificate, inter alia RP has certified as follows: (i) the said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC/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 - M/s Reliant Packaging Films Private Limited 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 96.63% of voting share of financial creditors after considering its feasibility and viability and other requirements specified by the CIRP Regulations.

3.15 The eligibility of SRA has been determined in the 5th CoC meeting convened on 02.12.2024. That as per the net worth certificate dated 24.12.2024 duly certified by CA, submitted by the SRA reflects its total net worth to be as Rs 22,83,67,000/- (Rupees Twenty Crores Eighty Three Lakhs Sixty Seven Thousand Only) with paid up capital as Rs 10,09,58,000/- (Rupees Ten Crores Nine Lakhs Fifty Eight Thousand) Only, thus both criteria stands duly satisfied as provided under eligibility criteria, further there are no losses recorded in the last three years in the balance sheet of the SRA.

3.16 The SRA is proposing a total sum of Rs 9,75,00,000/- (Rupees Nine Crores Seventy Five Lakh Only) under the approved resolution plan towards payment to the creditors and CIRP cost within a period of 3 months from the Effective Date i.e. the date on which this hon’ble tribunal approves the Resolution Plan. IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

4 Details of Resolution Plan / Payment Schedule

4.1 The SRA is a private company, incorporated on 15.01.1996 under the Companies Act 1956, having a registered office at S-31, F.I.E.E, Okhla Industrial Area, Phase-2, Delhi -110020, Okhla Industrial Area Phase-I, South Delhi, Delhi, India- 110020. The Company has set up plants to manufacture multilayer cast coextruded films at Village Bilaspur at 60th Km stone National Highway-48 (Delhi- Jaipur Highway), in District Gurugram, Haryana. The company manufactures Five layer Cast Coextruded Films for medical, tyre, and food applications. The Company is ISO 9001-2015 certified, and ISO 13485-2016 certified for medical packaging applications. SRA is a leading supplier of films and medical paper to the medical device industry in India, and most of its customers are already using the Gamma radiation facility

4.2 Total value of Financial Proposal stands to the tune of INR 9,75,00,000/- (Rupees Nine Crores and Seventy-Five Lacs only).

4.3 The SRA has undertaken to pay to the financial creditor within 3 months from the effective date i.e., date of approval of the Resolution Plan by this AA.

4.4 The above Resolution Plan value includes CIRP Cost, being an estimated amount of INR 70,00,000/- (Rupees Seventy Lakhs Only), and he same shall also be paid upfront in priority to other payments, within 3 months.

4.5 The claim of sole Secured Financial Creditor, namely Union Bank of India, amounting to Rs 5,27,83,213/- (Five Crores Twenty Seven Lakhs Eighty Three Thousand Two Hundred Thirteen Only) is being settled under the resolution plan by making full payment within 90

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022 days from the date of approval. Further, the SRA has proposed to pay simple interest @ 8% p.a. on the proposed amount, starting from the effective date till the date of payment or 90 days, whichever is earlier.

4.6 INR 3,34,00,619/- (Rupees Three Crores Thirty Four Lakhs Six Hundred and Nineteen Only) (i.e., 92% of the admitted claim amount of INR 3,63,05,021/-(Rupees Three Crores Sixty Three Lakhs Five Thousand and Twenty One Only) is being proposed to be paid against their total dues of unsecured Financial Creditors who are non-related parties of the corporate debtor.

4.7 Nothing is being proposed under the Plan against the admitted claim of Rs. 5,33,39,127 (Five Crores Thirty Three Lakhs Thirty Nine Thousand One Hundred Twenty Seven Only) toward unsecured financial creditors, being related parties.

4.8 The SRA is proposing to pay the entire amount of Rs 26,71,638/- (Rupees Twenty Six Lakhs Seventy One Thousand Six Hundred Thirty Eight Only) as admitted claims of Employee/workmen under the plan.

4.9 The SRA is proposing full payment of the admitted claim amount of INR 4,121/- (Rupees Four Thousand One Hundred Twenty-One Only) to EPFO.

4.10 For Operational Creditors (other than workmen/employee and statutory dues), the SRA has proposed payment of Rs 6,01,985/- (Rupees Six Lakhs One Thousand Nine Hundred Eighty-Five Only) (10% of admitted amount).

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

4.11 Further, qua capital expenditure, the SRA proposes to infuse an amount of INR 5 crores, as per requirement, towards the capital expense or working capital requirement for the factory operation.

4.12 The SRA has further proposed a sum of INR 10,38,423/- to be a contingency fund.

4.13 Summary of Consolidated payments proposed in the Resolution Plan is as follows:

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

4.14 Source of fund: It has been stated that the total value proposed under the resolution plan for Rs 9,75,00,000/- (towards payment to creditors & CIRP cost) and Rs 5,00,00,000/- (towards the capex & working capital requirement) shall be paid by the SRA from its own sources, having a net worth of Rs 22,83,67,000 as per the CA certificate. It has been further stated that the SRA has depicted availability of funds in its current account and sufficient available credit facility to execute the above financial commitment under the Resolution Plan, which has been duly noted by the CoC in the 12th COC meeting.

4.15 Revival and Rationale: The SRA has a great customer support for the industry in which the CD operated, since all customers of the resolution applicant are also the customers of the CD. The SRA carries customer trust. The SRA has adequate resources available to revive the operations of the CD. The professional expertise of the SRA shall also contribute to eliminate the operational inefficiencies of the CD. The Action Plan proposed in the Resolution Plan is as follows: A. Restarting the operations and re-establishment of customer network. B. Infusion of Funds to meet working capital gap, if required. C. The corporate debtor shall be managed through professionals which shall ensure effective management. D. Tapping the existing customer base of RA for providing services from corporate debtor.

4.16 The Applicant has filed a Compliance Certificate in the prescribed form i.e., Form H, along with the Resolution Plan, in compliance with regulation 39(4) of the CIRP Regulations, 2016 and the same has been annexed to the Plan application as ANNEXURE A-3.

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

5 Compliance of the Resolution Plan with various provisions:

Details of various compliances as envisaged in the Resolution Plan under section 30 of the Code and Regulation 37 and 38 of the CIRP Regulations 2016, which are reproduced hereunder: Relevant Provisions of Reference Provision Section 30 of the Code / Regulation Sec. Provides for the The CIRP costs shall be paid in full and in 30(2)(a) of payment of priority to any other creditors of the the Code insolvency resolution Corporate Debtor. process costs in a The RP has informed that the estimated manners specified CIRP costs shall be approx Rs 70 lacs. The by the Board in RA proposes to make payment of the CIRP priority to the cost within 3 months. Further, the RA repayment of other undertakes to bear any additional CIRP debts of the costs, if any. Corporate Debtor

The same has been dealt with under Clause A (Payment of CIRP Cost) of chapter 4 (Mandatory content) and Chapter 5 (Financial Proposal) in the Resolution Plan. Sec. Provides for the Based on the in-house examination, the 30(2)(b) of repayments of the Liquidation Value is estimated to be such the Code debts of operational that outstanding debt of the unsecured creditors in such financial creditors shall not get repaid in manner as may be full, when distributed in accordance with specified by the waterfall mechanism u/s 53 (1) of the IBC. Board which shall Hence, liquidation value due to not be less than the Operational Creditors (Statutory Dues and amount to be paid to other than Workmen & Employee) is likely the operational to be NIL. creditors in the event Nevertheless, the SRA has proposed some of liquidation of the payment to each category of creditors, as corporate debtor or per the financial proposal. under section 53 The same has been dealt with under Clause B (Repayment of Liquidation Value) of chapter 4 (Mandatory content) and Chapter 5 (Financial Proposal) in the Resolution Plan. IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

Workmen & Employees

There are 18 (eighteen) such creditors, whose aggregate admitted claim value is INR 26.72 lacs. This claim amount is inclusive of: a. gratuity of INR 12.39 lacs; b. sum of Rs 7.08 Lacs towards operational debt of workmen for a period of 24 months; c. INR 1.82 lacs towards amounts due to employees other than workmen for 12 months and INR 5.43 lacs beyond 12 months.

The SRA has proposed to pay the Full amount as in each category as mentioned above.

Provided the above amount shall be first appropriated towards the mandatory payment of these creditors, being gratuity dues or EPF dues if any, and the balance amount shall be distributed to them in the ratio of their balance admitted claims. Total outlay towards the claims of operational creditors (workmen or employees) shall be INR 26.72 lacs only, irrespective of any other claim being admitted subsequently.

The same has been dealt with under Payment of Operational Creditors (Workmen/ employees dues) of Chapter 5 (Financial Proposal and Sources of Fund) in the Resolution Plan.

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

EPFO Dues EPFO has filed its claim towards operational debt (statutory dues) amounting to INR 0.04 lacs. The SRA has proposed full payment of claim towards EPFO amounting to Rs 0.04 lacs. Sec. And provides for The SRA undertakes to make payment of 30(2)(b) of payment of debts of at least the liquidation value due to the the Code financial creditors financial creditors (non-related) which who do not vote in shall not be less than liquidation value favour of the due to it. resolution plan, in Further, contingency fund of INR 10.38 such a manner as lacs shall be utilized for making payment may be specified by of any excess CIRP costs, the excess the board, which amount payable to operational creditors or shall not be less dissenting financial creditors, if any, in than the amount to accordance with section 30(2)(b) of IBC be paid to such creditors in accordance with sub The same has been dealt with in chapter section (1) of section 5 (Financial Proposal and Sources of 53 in the event of Fund) in the Resolution Plan. liquidation of the Corporate Debtor Sec Provides for the During Implementation i.e., with effect 30(2)(c) management of the from Effective Date” affairs of the corporate debtor after approval of the Monitoring Committee shall be appointed resolution plan by the members of the committee of creditors.

The Monitoring Committee shall be comprise of: a. 1 (one) representative of the Resolution Applicant, b. 1 (one) representative of each CoC member; and c. Qualified Insolvency Resolution Professional (which may or may not be RP, subject to his consent), who shall be the chairman. The Monitoring Committee shall supervise the implementation of resolution plan with IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022 effect from effective date. Effective date is the date on which this AA approved the resolution plan. The monitoring committee, through the chairman shall exercise the powers of the board till the time directors nominated by the RA are appointed to the board. With effect from the Effective Date till the reconstitution of the board, the Company shall be managed by the· Monitoring committee. Immediately from the Effective Date, the existing directors shall be deemed to have filed their resignations and powers of the board shall be exercised by the Monitoring committee through chairman till implementation date and the persons nominated by the Resolution Applicant shall be appointed to constitute the new Board thereafter

Post Reconstitution of Board Reconstituted management/ Board (within 3 months of effective date) comprising of Directors nominated by the Resolution Applicant shall manage the company. The new Board will be professionally managed by experienced persons nominated by the RA. The directors on the Reconstituted Board shall be appointed, without any additional approval from the Shareholders

The SRA may appoint independent directors, whole time key managerial personnel, statutory or internal auditor, as applicable to the Company.

Further, the SRA proposes to continue the employment of existing employees and technical persons currently handling the IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022 affairs of the plant at a mutually negotiated remuneration. However, the above shall not bound the SRA to compulsorily continue with all the existing employees

The same has been dealt with in Chapter 7 (Implementation and Supervision) in the Resolution Plan.

Sec Term of the plan, Term of the Resolution Plan is for 3 30(2)(d) & implementation months from the effective date within Regulation schedule and which the payments shall be made to the 38(2)(c) supervision of the financial creditors and the operational resolution plan creditors, and all other creditors as contemplated herein. Upon completion of Term, the Monitoring Committee shall issue a certificate of due implementation and thereafter the Monitoring Committee shall stand discharged. Detailed schedule table is reproduced hereinafter this compliance table. Further, supervision will be carried out as discussed under the preceding head.

The same has been dealt with in Chapter 7 (Implementation and Supervision) in the Resolution Plan.

Sec. Does not contravene The SRA under clause G in chapter 4 and 30(2)(e) any of the provisions clause 8 (c) of chapter 9 of the Resolution of the law for the Applicant has confirmed that the Plan is time being in force not in contravention of the provisions of any Applicable Law. The same has also been certified by the RP in Form H. Sec. Plan conforms to 30(2)(f) such other requirements as may be specified by the Board

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

Sec. 30(4) The committee of The CoC has approved the Resolution Plan creditors may of the SRA with 96.63% votes in the 12th approve a resolution CoC meeting convened on 03.05.2025. plan by a vote of not less than 5[sixty-six] per cent. of voting shareJ9 of the financial creditors, after considering its feasibility and viability, 6[the manner of distribution proposed, which may take into account the order of priority amongst creditors as laid down in sub-section (1) of section 53, including the priority and value of the security interestJ6 of a secured creditor] and such other requirements as may be specified by the Board: Regulation Transfer of all or part The RA intends to restart the operations of 37(a) & (b) of the assets of the the company post his acquisition and thus corporate debtor to materially does not propose any transfer one or more persons; of key assets of the corporate debtor, however the RA shall be at liberty to sale of all or part of transfer any or part of the asset of the CD, the assets whether based upon the economical feasibility at subject to any relevant time for the business. security interest or not The SRA shall be at liberty to sell any or part of the asset of the CD based on prudential business decision.

The same has been dealt with under Clause X of chapter 4 (Mandatory content) in the Resolution Plan.

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

Regulation Restructuring of the The SRA does not propose any kind of 37(ba) and CD by the way of restructuring vide merger or (c) Merger & consolidation. Amalgamation. The SRA will infuse requisite amount towards of acquisition of shares of the CD. The substantial On the date of Upfront Equity Infusion, acquisition of shares the entire existing shareholding of the CD of the corporate shall be extinguished and cancelled with debtor, or the merger nil payment in return. The cancellation of or consolidation of existing share capital shall not require any the corporate debtor consent from the shareholders of the CD. Corporate debtor shall issue such number of equity shares of INR 10/- each at such amount, to the RA or its nominees, as the RA may deem fit. All the amount invested by RA for acquisition of the equity shares, shall be paid to the creditors or utilised for the project, after meeting any unpaid CIRP costs in accordance with terms of the Resolution Plan. The same has been dealt with under chapter 6 (Restructuring of Capital) in the Resolution Plan.

Regulation Cancellation and The SRA proposes that the entire Issued 37(ca) delisting of any Share Capital shall be extinguished and shares of the cancelled with nil payment in return. Corporate Debtor The Resolution Applicant/ or its Nominees shall subscribe to fresh equity of Corporate Debtor against the amount contributed towards the Resolution Plan as may be considered prudent by the Resolution Applicant. The same has been dealt with under chapter 6 (Restructuring of Capital) in the Resolution Plan.

Regulation Satisfaction or Upon receipt of the envisaged payment, IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

37(d) modification of any the secured CoC Members/ lenders shall security interest unconditionally release all securities primary/ collaterals (pertaining to the Corporate debtor) against which the debt had been availed by the Company and the Secured financial creditors shall no longer be entitled to exercise any security interest and / or rights in relation to any security in respect to any debt against the corporate debtor. The secured financial creditor shall cause to release the charge registered with the MCA and shall execute necessary documents to facilitate the same.

The same has been dealt with under the head of “payment to financial creditor” in chapter 5 of the Resolution Plan.

Regulation Curing or waiving of The Resolution Plan provides that in 37(e) any breach of the consideration of payments, the Secured terms of any debt Financial Creditors shall withdraw all due from the enforcement actions, notices under the corporate debtor Securitization and Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002, suits and cases filed by them against CD in various forums and shall release all securities charged to them. Upon receipt of the payments in the manner contained in the present plan, the Unsecured financial creditor shall issue a certificate of discharge and no-claims in favour of the Company.

The same has been dealt with under the head of “payment to financial creditor” in chapter 5 of the Resolution Plan.

Regulation Reduction in the Secured Financial Creditors are being 37(f) amount payable to proposed to be paid in full without any the creditors reduction. IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

Payment to unsecured Financial Creditors (Non-related party) is proposed to be paid 92% of its admitted claim. While, related party unsecured financial creditor is proposed nil amount. Operational Creditors (Workmen and Employees) are proposed to be paid in full. While other operational creditors have been proposed 10% of their claim admitted. The same has been dealt with under the head of “Financial Proposal” in chapter 5 of the Resolution Plan.

Regulation Extension of a 37(g) maturity date or a change in interest rate or other terms of N/A a debt due from the corporate debtor Regulation Amendment of the In case restructuring proposed as 37(h) constitutional discussed above, requires the documents of the consequential amendment of the corporate debtor Memorandum of Association of corporate debtor, such increase and amendment shall take place as part of the Resolution Plan. The same has been dealt with under clause 2 in chapter 6 (Restructuring of Capital) of the Resolution Plan. The Memorandum of Association of the Company shall stand revised. The amendment to the Memorandum of Association, including the revisions to the capital clause therein, shall be pursuant to the order of the AA and shall not require any additional approval from the shareholders or otherwise subject to required compliance as per the Companies Act, 2013. The Resolution Applicant may cause amendments to the Articles of Association of the Company, upon the authorized persons who will be part of IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022 managing and operating the affairs of the Company are identified.

Regulation Issuance of The CD will issue fresh equity to the SRA 37(i) securities of the / its nominees for INR 10/- face value of corporate debtor, for each share. The. cash, property, AII the amount invested by RA for securities, or in acquisition of the equity shares, shall be exchange for claims paid to the creditors or utilised for the or interests or other project, after meeting any unpaid CIRP appropriate purpose. costs in accordance with the Resolution Plan.

The same has been dealt with under clause 2 and 3 in chapter 6 (Restructuring of Capital) of the Resolution Plan.

Regulation Change in portfolio The SRA does not propose any change in 37(j) of goods or services portfolio of goods or services at this point, produced or however if it requires, the SRA reserves rendered by the the right to carry out the same. corporate debtor Regulation Change in The SRA does not propose any change in 37(k) technology used by the technology at this point however if it the Corporate Debtor requires, the SRA reserves the right to carry out the same. Regulation Obtaining necessary The SRA undertakes to seek necessary 37(l) approvals from the approvals, if required within 12 months Central and State from the NCLT approval date. governments and other authorities. The same has been dealt with in clause 1.22 of chapter 8, “Reliefs and Concessions” under the Resolution Plan.

Regulation Sale of one or more 37(m) assets of corporate N/A debtor to one or more successful IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022 resolution applicants submitting resolution plans for such assets; and manner of dealing with remaining assets Regulation The amount due to In terms of financial layout, as discussed 38(1) the operational above. creditors under a resolution plan shall be given priority in The same has been dealt with chapter 5, payment over “Financial Proposal” under the financial creditors Resolution Plan.

Regulation Dealing with The SRA has declared that it has dealt 38(1A) interests of all stake with the interest of all the stakeholders. holders including financial creditors and operational The SRA proposes the payment to the creditors tune of INR 527.83 lacs to the sole secured financial creditor, which is 100% of the claim admitted. A sum to the tune of INR 334.01 lacs has been proposed to unsecured financial creditor (other than related party), which is 92% of the claim admitted. Whereas, nil payment has been proposed to related party. A sum to the tune of INR 26.72 lacs has been proposed to operational creditors (workmen and employees), which is 100% of their admitted claim. EPFO dues to the tune of INR 0.04 lacs is proposed to be paid in full. To operational creditors (other than workmen and employees), INR 6.02 lacs has been proposed, which is 10% of their admitted claim. The same has been dealt with chapter 5, “Financial Proposal” under the IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

Resolution Plan. Regulation Whether the SRA has declared in clause N under 38(1B) Resolution Applicant chapter 4 (Mandatory content) that or any of its related neither the SRA nor any of its related parties has failed to parties has failed or contributed to failure implement or of implementation of the Resolution Plan. contribute to failure of an implementation of any resolution plan approved under the Code. If so, whether the Resolution Applicant has submitted the statement giving details of such non-implementation Regulation Term of the Plan and Term of the Resolution Plan is 3 months. 38(2)(a) its implementation Term and Schedule is extracted schedule hereinafter this table. The same has been provided for in chapter 7 i.e., Implementation and Super vision of the Resolution Plan, under the Resolution Plan.

Regulation Management and The SRA has declared that the Monitoring 38(2)(b) control of the Committee as discussed above will business of corporate manage the affairs of CD until completion debtor during term of of implantation of the Plan. resolution Plan Term of the Resolution Plan is 3 months.

Regulation Adequate means for Entire chapter 7 of this Resolution Plan is 38(2)(c) supervising its dedicated to explain the supervision and implementation implementation of the Resolution Plan.

Regulation Proceedings in RP has filed I.A no. 1583/2025 under 38(2)(d) respect of avoidance section 66 of the Code against the ex-transactions, if any, directors of the corporate debtor for the under Chapter III or purpose of fraudulently carrying out the fraudulent or business of the corporate debtor and IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022 wrongful trading seeking reversal of the said transactions. under Chapter VI of The RA proposes that it shall pursue the Part II of the Code, avoidance applications, if any post will be pursued after approval of the Resolution Plan and shall the approval of the also bear the legal costs thereof. The resolution plan and recoveries from the avoidance transactions the manner in which shall be first benefit to unsecured the proceeds, if any, financial creditors-unrelated to the extent from such of unpaid amount out of the total claim proceedings shall be admitted and the rest shall be for the distributed. benefit of the RA. The same has been dealt with in clause O of chapter 4 (Mandatory Content) of the Resolution Plan

Regulation A resolution plan(s) (a)The cause of default has been 38(3), (4) shall demonstrate addressed under clause 3 of the and (5) that- Resolution Plan and the same is as understood by the SRA as follows: (a) It addresses the i. Shortage of funds for long term cause of default; capital requirements; (b) It is feasible and ii. Working capital shortage; viable; iii. Technical incapacities of the (c) It has provisions existing management in running for its effective the operations; implementation; iv. Non-optimum utilization of the (d) It has provisions installed capacity; for approvals v. Inability to render high quality required and the services to customers; timelines for the vi. Poor management capabilities of same; and existing management; (e) The resolution vii. High manpower costs vis-a-vis the applicant has the quantum of operations capability to implement the resolution plan (b) On feasibility and viability, it is stated that the plan proposed by SRA is in compliance with IBC and its regulations. RA has proposed payments to all the categories of the creditors. The resolution applicant through its wide experience and technical & management capability has definitive plans to revive and turnaround the CD in the best interest of all the IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022 stakeholders.

The plan also states the process of its implementation and management to make it feasible and Viable. The financial capabilities of the RA, supports the viability of the implementation of the plan. (Clause J of Chapter 4 of the Resolution Plan) (c) For effective implementation, Monitoring Committee as discussed above will be appointed to supervise the implementation. (Chapter 7). (d) The SRA undertakes to obtain the regulatory approval, if any required within 12 months of the approval of the Resolution Plan. The same is addressed under clause 1.22 chapter 8 of the Resolution Plan. (e) Further, qua capability of the SRA, it is state that the SRA is leading supplier of films and medical paper to medical device industry in India. Virtually all the medical device manufacturers are customers of RA and it caters to their needs by supplying films and medical paper for E.T.O, Gamma and steam sterilization. The RA is also suppliers of films for packed food industry such as pet foods, dry fruits, spices, namkeens etc. Many of its customers are already using Gamma radiation facility. If RA takes over Jhunsons, it will be complimentary to its existing business because many of its customers would be common such as Becton Dickinson, Polymedicure etc. Further, the RA has net worth of appx Rs 2,283.67 Lacs, which depicts the financial capability of the RA to implement the plan.

(Clause M, chapter 4) Regulation A prospective A. Affidavit as regards eligibility under 39(1) resolution applicant section 29A of the IBC by the SRA in the final list may declared and affirmed by Mr. Shashi IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022 submit resolution Bhushan Shugla, Managing Director of plan or the SRA is available at page 99 of the plans prepared in Application accordance with the Code and these B. The undertaking is available at clause regulations to the N, Chapter 4 (Mandatory Contents of resolution the Resolution Plan), which reads as: professional electronically within In terms of the Regulation 39(1 )(c) of the time given in the the CIRP Regulations, the Resolution request for Applicant hereby undertakes that every resolution plans information and records provided in under regulation connection with or in the Resolution 36B along with Plan is true and correct to the best of (a) an affidavit his knowledge and belief and discovery stating that it is of false information and record at any eligible under section time will render the applicant ineligible 29A to submit to continue in the corporate insolvency resolution plans; resolution process, forfeit any (b) 2[***]; and refundable deposit and attract penal (c) an undertaking by action under the code. the prospective resolution applicant that every information and records provided in connection with or in the resolution plan is true and correct and discovery of false information and record at any time will render the applicant ineligible to continue in the corporate insolvency resolution process, forfeit any refundable deposit, and attract penal action under the Code.

Regulation The resolution RP has filed application Under section 66 39(2) professional shall being IA(I.B.C)/1583/2025. The same submit to the shall be pursued by SRA on behalf of the committee all CoC and/ or RP after effective date and IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022 resolution the receipts from recovery if any shall be plans along with the first distributed to unsecured financial details of 6[non-creditors (Non Related Party) to the extent compliant plans of unpaid amount out of the total claim and] following admitted and the remaining amount, if transactions, if any, any shall be credited to the SRA observed, found or determined by him:- (a) preferential transactions under section 43; (b) undervalued transactions under section 45; (c) extortionate credit transactions under section 50; and (d) fraudulent transactions under section 66, Regulation Evidence of Receipt The Performance Bank Guarantee dated 39(4) of the Performance 04.06.2025, issued by HSBC, New Delhi Security by the RP to the SRA has been placed on record as from SRA Annexure A-13 at page 240 of the Application.

Indicative Timeline of implementation of the schedule as provided in the Resolution Plan is given below:

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

6 Details On Fraudulent and Avoidance Transactions

6.1 In terms of the final Transaction Report placed in the 7th CoC meeting held on 23.01.2025 and discussion by CoC thereupon, the applicant herein filed an application bearing I.A no. 1583/25 under section 66 of the Code against the ex-directors of the corporate debtor for the purpose of fraudulently carrying out the business of the corporate debtor and seeking reversal of the said transactions.

6.2 Resolution plan provides that the application shall be pursued by SRA on behalf of the CoC and/ or RP after the effective date, and the receipts from recovery, if any, shall be first distributed to unsecured financial creditors (Non Related Party) to the extent of unpaid amount out of the total claim admitted and the remaining amount shall be credited to the SRA

7 Declaration by RP, w.r.t. compliance of the Resolution Plan

7.1 RP has declared that he has examined the Resolution Plan received from the SRA.

7.2 RP has further provided the details of the total realizable value, which is as follows:

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IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

7.3 The RP has further provided the checklist of mandatory compliances, which is extracted below:

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IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

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8 Findings

8.1 It has been submitted that RP has perused the Resolution Plan and found the same is in compliance with the provisions of the IBC and CIRP Regulations. RP has provided the necessary details with respect to compliance under these provisions in Form H (Annexure A-3). Further, satisfaction as to compliance with section 30 of the Code, regulation 37, 38 and 39 of the CIRP Regulations has been recorded above.

8.2 We note that the proposed Resolution Plan has been approved by the CoC, comprising the sole secured Financial Creditor with 96.63% votes in favour of the Resolution Plan.

8.3 We observe that the Resolution Plan is in accordance with Sections 30 and 31 of the IBC and also complies with regulations 37, 38, and 39 of the CIRP Regulations,2016.

8.4 We note at this stage that in terms of the judgment of Hon’ble Supreme Court in the case of Committee of Creditors of Essar Steel India Limited Through Authorised Signatory vs. Satish Kumar Gupta & Ors. [Civil Appeal No. 8766-67 of 2019], it is the subject matter of commercial wisdom of CoC to take decision regarding the amount of bid offered by SRA, and the scope for this Tribunal to interfere on such issues is negligible. The above view was also reiterated by Hon’ble Supreme Court in Ebix Singapore Private Limited vs. Committee of Creditors of Educomp Solutions Limited & Anr. (Civil Appeal No. 3224 of 2020) wherein the Hon’ble Supreme Court ruled that the scope of examination of the application for approval of Resolution Plan by this Tribunal is confined to the provisions of Section 30(2) of IBC, 2016. Para 153 of the Judgment reads thus: -

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022 “153. Regulation 38(3) mandates that a Resolution Plan be feasible, viable and implementable with specific timelines. A Resolution Plan whose implementation can be withdrawn at the behest of the successful Resolution Applicant, is inherently unviable, since open-ended clauses on modifications/withdrawal would mean that the Plan could fail at an undefined stage, be uncertain, including after approval by the Adjudicating Authority. It is inconsistent to postulate, on the one hand, that no withdrawal or modification is permitted after the approval by the Adjudicating Authority under Section 31, irrespective of the terms of the Resolution Plan; and on the other hand, to argue that the terms of the Resolution Plan relating to withdrawal or modification must be respected, in spite of the CoC’s approval, but prior to the approval by the Adjudicating Authority. The former position follows from the intent, object and purpose of the IBC and from Section 31, and the latter is disavowed by the IBC’s structure and objective. The IBC does not envisage a dichotomy in the binding character of the Resolution Plan in relation to a Resolution Applicant between the stage of approval by the CoC and the approval of the Adjudicating Authority. The binding nature of a Resolution Plan on a Resolution Applicant, who is the proponent of the Plan which has been accepted by the CoC cannot remain indeterminate at the discretion of the Resolution Applicant. The negotiations between the Resolution Applicant and the CoC are brought to an end after the CoC’s approval. The only conditionality that remains is the approval of the Adjudicating Authority, which has a limited jurisdiction to confirm or deny the legal validity of the Resolution Plan in terms of Section 30 (2) of the IBC. If the requirements of Section 30(2) are satisfied, the Adjudicating Authority shall confirm the Plan approved by the CoC under Section 31(1) of the IBC.”

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

8.5 Further, we rely upon the Judgement passed by Hon’ble Supreme Court in the matter of “Vallal RCK versus M/s Siva Industries and Holdings Limited and Others, Civil Appeal Nos. 1811 1812 of 2022” whereby the Hon’ble Apex Court has answered the question as to whether ‘the adjudicating authority (NCLT) or the appellate authority (NCLAT) can sit in an appeal over the commercial wisdom of the Committee of Creditors (hereinafter referred to as the “CoC”) or not. We rely upon the following paragraphs: “21. This Court has consistently held that the commercial wisdom of the CoC has been given paramount status without any judicial intervention for ensuring completion of the stated processes within the timelines prescribed by the IBC. It has been held that there is an intrinsic assumption, that financial creditors are fully informed about the viability of the corporate debtor and feasibility of the proposed resolution plan. They act on the basis of thorough examination of the proposed resolution plan and assessment made by their team of experts. A reference in this respect could be made to the judgments of this Court in the cases of “K.

Sashidhar v. Indian Overseas Bank and Others, Committee of Creditors of Essar Steel India Limited through Authorised Signatory v. Satish Kumar Gupta and Others, Maharashtra Seamless Limited v. Padmanabhan Venkatesh and Others, Kalpraj Dharamshi and Another v. Kotak Investment Advisors Limited and Another, and Jaypee Kensington Boulevard Apartments Welfare Association and Others v. NBCC (India) Limited and Others.” 27. This Court has, time and again, emphasized the need for minimal judicial interference by the NCLAT and NCLT in the framework of IBC. We may refer to the recent observation of this Court made in the case of Arun Kumar Jagatramka v. Jindal Steel and Power Limited and Another : 95. ....However, we do take this opportunity to offer a note of caution for NCLT and NCLAT, functioning as the adjudicatory authority and appellate authority under the IBC respectively, from judicially interfering in the framework envisaged under the IBC. As we have noted earlier in the judgment, the IBC was introduced in order to overhaul the insolvency and bankruptcy regime in India. As such, it is a carefully considered and well thought out piece of IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022 legislation which sought to shed away the practices of the past.

The legislature has also been working hard to ensure that the efficacy of this legislation remains robust by constantly amending it based on its experience. Consequently, the need for judicial intervention or innovation from NCLT and NCLAT should be kept at its bare minimum and should not disturb the foundational principles.” 8.6 Additionally, the Hon’ble Supreme Court, in their judgment dated 01.04.2024, passed in Piramal Capital and Housing Finance Limited (Formerly known as Dewan Housing Finance Corporation Limited) Vs 63 Moons Technologies Limited & Ors., Civil Appeal Nos. 1632-1634 Of 2022 has examined the issue of scope of Judicial Review in the matter of approval of Resolution Plan. After analysing all the aforementioned judgments and other judgments, Hon’ble Supreme Court has stated as under: “42. In view of the above legal position settled by this Court in the fleet of judgments, it is no more res integra that the legislature has given paramount importance to the “commercial wisdom” of CoC, and that the scope of the judicial review by the Adjudicating Authority (NCLT) is limited to the extent provided under Section 31, and that of the Appellate Authority (NCLAT) is limited to the extent provided under sub-section (3) of Section 61 of the IB Code… 43. While considering the feasibility and viability of the Prospective Resolution Plans, the CoC can always suggest a modification therein and exercise its commercial wisdom.

However, once the RP is approved by the requisite majority of CoC, and when such RP is placed before the Adjudicating Authority for its approval under Section 31, the Adjudicating Authority has to only see whether such RP as approved by the CoC meets the requirements as referred to in Section 30(2). It is only where the Adjudicating Authority is satisfied that the RP does not confirm to the requirements of sub-section (1) of Section 31, it may by an order reject the RP. It is true that the NCLT has to decide all the questions on law or fact arising out of or in relation to the insolvency resolution or liquidation under the residuary jurisdiction vested in NCLT under Section 60(5), however as held in Essar Steel (supra), such residual jurisdiction does not in any manner impact Section 30(2) of the Code, which circumscribes the IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022 jurisdiction of the Adjudicating Authority, when it comes to the confirmation of RP, as has been mandated by Section 31(1) of the Code.”

8.7 Thus, from the judgments cited and the statutory framework of the Insolvency and Bankruptcy Code 2016, it is evident that the scope of judicial review available to this Adjudicating Authority under section 30(2) read with section 31 is limited to assessing the compliance of the Resolution Plan with the prescribed legal requirements. The Authority is neither empowered nor obligated to delve into or evaluate the commercial wisdom of the CoC, which is paramount and binding, provided it aligns with the provisions of the Code. Upon satisfaction that the proposed resolution plan adheres to the statutory mandates, including equitable treatment of stakeholders and compliance with applicable laws, this Adjudicating Authority finds no impediment to grant its approval.

8.8 The Resolution Plan of M/s Reliant Packaging Films Private Limited for the Corporate Debtor has been approved by CoC with 96.63% majority, and this Adjudicating Authority cannot interfere in the same.

8.9 The applicant has prayed for number of waivers, reliefs, and concessions in the Resolution Plan. As to the relief and concessions sought in the resolution plan, by taking into consideration the decision of the Hon’ble Supreme Court in the matter of Embassy Property Development Private Limited v. State of Karnataka & Ors. in Civil Appeal No. 9170 of 2019, we direct the Successful Resolution Applicant to file necessary application before the necessary forum/authority in order to avail the necessary relief and concessions, in accordance with respective laws. The relevant part of the judgement is reproduced herein below:

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

39. Another important aspect is that under Section 25 (2) (b) of IBC, 2016, the resolution professional is obliged to represent and act on behalf of the corporate debtor with third parties and exercise rights for the benefit of the corporate debtor in judicial, quasi-judicial and arbitration proceedings. Section 25(1) and 25(2)(b) reads as follows: “25. Duties of resolution professional – (1) It shall be the duty of the resolution professional to preserve and protect the assets of the corporate debtor, including the continued business operations of the corporate debtor. (2) For the purposes of sub-section (1), the resolution professional shall undertake the following actions: (a)…………. (b) represent and act on behalf of the corporate debtor with third parties, exercise rights for the benefit of the corporate debtor in proceedings.” judicial, quasi-judicial and arbitration This shows that wherever the corporate debtor has to exercise rights in judicial, quasi-judicial proceedings, the resolution professional cannot short-circuit the same and bring a claim before NCLT taking advantage of Section 60(5). 40. Therefore in the light of the statutory scheme as culled out from various provisions of the IBC, 2016 it is clear that wherever the corporate debtor has to exercise a right that falls outside the purview of the IBC, 2016 especially in the realm of the public law, they cannot, through the resolution professional, take a bypass and go before NCLT for the enforcement of such a right.”

8.10 Given the above, reliefs and concessions which fall in the jurisdiction of different Government Authorities, and/ or are subjected to the provisions of different laws for the time being in force are concerned, it is made clear that the amount payable by the SRA in terms of the plan to different creditors, stakeholders, and to keep the Corporate Debtor as a going concern cannot be subject to any condition, assumptions, relief/ concessions and/ or qualification. It also needs to be underlined that the provisions of Section 31(4) of IBC, 2016 mandates the IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022

Resolution Applicant to obtain the necessary approval required under any law for the time being in force within a period of one year from the date of approval of the resolution plan by the Adjudicating Authority under Section 31 of the IBC, 2016. The SRA/CD will be entitled to no other reliefs/ concessions/waivers except those that are available/permissible to it under section 32A of the IBC and as per other applicable provisions of the IBC, 2016. The SRA is at liberty to approach the relevant authorities, who would consider these claims as per the provisions of the relevant law in an expeditious manner.

8.11 Thus, it is ordered that the reliefs, concessions and waivers sought by the Successful Resolution Applicant will be dealt with strictly as per the law and shall not be deemed to be granted only by virtue of this plan approval order.

8.12 As far as the question of granting time to comply with the statutory obligations / 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.

8.13 In case of non-compliance of this order or withdrawal of the Resolution Plan within the stipulated time, in addition to other consequences which follow under law, the CoC shall forfeit the performance security paid by the SRA.

8.14 Therefore, in our considered view, there is no impediment to giving approval to the instant Resolution Plan. Accordingly, we hereby approve the Resolution Plan, which shall be binding on the Corporate Debtor, Financial Creditor, and all other stakeholders involved.

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9 Order

9.1 Subject to the observations made in this Order, the Resolution Plan submitted by M/s Reliant Packaging Films Private Limited for a value of INR 9,75,00,000/- (Rupees Nine Crores and Seventy-Five Lacs only), is hereby approved.

9.2 IA (IBC) (Plan) No. 33/2025 filed for approval of the Resolution Plan stands allowed. 9.3 The approved Resolution Plan shall become effective from the date of this Order and shall be implemented strictly as per the terms of the plan and implementation schedule given in the Plan;

9.4 The following steps shall be taken in terms of the Resolution Plan:

Sr. No. Steps to be taken Timeline from date of Receipt of Order 1. Constitution of Monitoring Committee comprising Monitoring Committee of one representative of the SRA and one representative of CoC, and a qualified Insolvency Resolution Professional (which may or may not be RP), subject to his consent, shall be appointed with effect from the date of pronouncement this order approving the Resolution Plan. 2. Intimation to Creditors, IBBI, RoC, other Within 15 days stakeholders of the CD 3. Seek necessary approvals 1 year in terms of section 31(4)

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4. Payment of CIRP Cost (At 3 months actuals) 5. Payment to creditors as proposed in the Plan 3 months

9.5 The Resolution Plan is binding on the Corporate Debtor and other stakeholders involved so that the revival of the Corporate Debtor shall come into force with immediate effect.

9.6 The Moratorium imposed under section 14 of the Code shall cease to have effect from the date of this order.

9.7 No Relief or waiver as sought in the Resolution Plan shall be deemed to be granted, unless the same is specifically granted herein under this order or the SRA is otherwise entitled to in accordance with the applicable provisions of the IBC 2016.

9.8 The Resolution Professional shall submit the records collected during the commencement of the proceedings to the Insolvency & Bankruptcy Board of India for their record and also return to the Resolution Applicant or New Promoters.

9.9 A Certified copy of this Order shall be filed by the Resolution Professional with the Registrar of Companies, NCT of Delhi & Haryana.

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

9.11 The Resolution Professional is further directed to hand over all the records, premises/factories/documents available with it to the Successful Resolution Applicant to finalise the further line of action

IA(IBC)(PLAN) No. 33/2025 in CP(IB) No.380(PB)/2022 required for starting of the operation. The Successful Resolution Applicant shall have access to all the records, premises/factories/ documents through the Resolution Professional to finalise the further course of action required for starting of operations of the Corporate Debtor.

9.12 The Monitoring Committee shall file a periodical/quarterly progress report regarding the implementation of the Plan before this Tribunal until completion in terms of IBC, 2016 and CIRP Regulations, 2016.

9.13 The Registry is hereby directed to send e-mail copies of the order forthwith to all the parties; CoC, RP and SRA and their Ld. Counsels for information and for taking necessary steps. The Applicant – RP is directed to send a copy of this order to the IBBI and RoC concerned for their record.

9.14 Certified copy of this order may be issued, if applied for, upon compliance of all requisite formalities.

10. To summarise: a. Accordingly, prayers made in IA(Plan)-33/2025 filed for seeking approval of the resolution plan are allowed.

b. File be consigned to record storage (current).

Sd/- (RAMALINGAM SUDHAKAR) PRESIDENT

Sd/- (RAVINDRA CHATURVEDI) MEMBER (TECHNICAL)

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