Approval of Resolution Plan - KRP Infrastructure & Builders Pvt. Ltd.

1) Mr. Yogesh Mittal 9. The sole Resolution Applicant, Mr. Yogesh Mittal, submitted his Resolution Plan on 25.01.2024, which IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL was presented for consideration before the members in the 4th and 5th CoC meetings held on 02.02.2024 and 10.02.2024, respectively. During the 6th CoC meeting on 04.03.2024, it was brought to the CoC's attention that a settlement proposal had been offered by the suspended director, Mr. Rahul Pathak, which included a one-time settlement offer along with a commitment to pay the CIRP costs in full. Further, in the 7th CoC meeting held on 07.03.2024, the CoC unanimously rejected the Resolution Plan submitted by Mr. Yogesh Mittal, taking into consideration the settlement proposal offered by the suspended director.

10. In regards to the settlement proposal, the suspended director made a part payment of ₹4,00,000/- towards the CIRP cost and, through an email dated 02.04.2024, assured the remaining payment by 10.04.2024. A settlement agreement was subsequently entered into between the suspended director and the members of the CoC, stipulating that the dues would be settled by 15.04.2024. However, during the 10th CoC meeting held on 19.04.2024, the CoC unanimously concluded that IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL despite being given ample opportunities, the suspended director had failed to settle the dues related to Big Block Constructions Limited. As a result, the CoC rejected the suspended director's request for further extension of the settlement timeline and further unanimously decided to re-engage with Mr. Yogesh Mittal for further deliberations/negotiations rather than issuing a fresh Form-G or opting for liquidation.

11. Subsequently, after detailed deliberations/negotiations and discussions with the members of the CoC during the 11th CoC meeting held on 03.05.2024 and 04.05.2024 respectively, Mr. Yogesh Mittal submitted a revised Resolution Plan. This Resolution Plan was then approved by 100% voting from all CoC members during the 12th CoC meeting. The Resolution Professional filed an application for approval of the Resolution Plan with this Tribunal on 20.05.2024. The relevant agenda item no. B7, passed unanimously by all three CoC members, collectively having 100% voting shares in the 12th CoC meeting held on 16.05.2024, is annexed as Annexure-3 (Colly) to the petition and is reproduced hereunder:: - IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL

ITEM NO. B7: TO DISCUSS, CONSIDER AND APPROVE THE REVISED RESOLUTION PLAN UNDER SECTION 30(3) AND 30(6) OF THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC) READ WITH APPLICABLE RULES AND REGULATIONS OF THE IBC

RESOLUTION - "RESOLVED THAT pursuant to Section 30(3) of the Insolvency and Bankruptcy Code, 2016 (IBC) and other applicable provisions of the Insolvency and Bankruptcy Code, 2016 and Rules and Regulations framed there under, the Resolution Plan dated 14.05.2024 of Mr Yogesh Mittal be and is hereby approved by the COC." “RESOLVED FURTHER THAT pursuant to the provisions of Section 30(6) and other applicable provisions of the Insolvency and Bankruptcy Code, 2016 and Rules and Regulations framed there under, the Resolution Professional be and is hereby authorized to submit the Resolution Plan as approved by the Committee of Creditors to the Hon'ble Adjudicating Authority and to do all such acts, deeds and things as may be required or considered necessary or incidental thereto in connection with.”

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S Name of the Voting Assent Diss Abs N Creditor Share (%) ent tain o. 1 M/s Relcon 75.40 75.40 Infraprojects Ltd. 2 M/s Bigbloc 14.80 14.80 Construction Ltd. 3 M/s Pruthvi 9.80 9.80 Steels Total 100% 100.00

Approved with 100% voting rights

12. A compliance Certificate in terms of prescribed Form H under regulation 39(4) of the CIRP Regulations was filed with this petition and further a revised Form H was filed before this Tribunal through an additional affidavit dated 26.06.2024. As per FORM H, the fair value and the liquidation value of the corporate debtor, as determined by the Registered Valuers' Reports, is Nil.

13. This Adjudicating Authority has granted extensions/exclusions in the whole CIR Process, which are in tabular form as follows: -

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Particulars Timelines

CIRP commencement date 22.08.2023

180 days 18.02.2024

Extension of 90 days beyond 180 days 18.05.2024 (Granted vide NCLT order dated 26.02.2024

Details of Resolution Plan/ Payment Schedule

14. The Successful Resolution Applicant i.e. Mr. Yogesh Mittal, is an individual residing at House No. A-11, Nirman Vihar, East Delhi, New Delhi-110092, with a net worth of ₹199.68 lakhs as of 31.03.2023. The Applicant submits the relevant information about the amount proposed to be paid by the Successful Resolution Applicant, i.e., Mr. Yogesh Mittal under the said Resolution Plan which is tabulated as under: -

The amount proposed in the Resolution Plan are tabulated below:

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Sl. Particulars Basis Amount (Rs.) No. 1. CIRP Cost To the extent 5,00,000 or actual, whichever is less 2. Secured Financial Creditors, Unrelated, Not Applicable nil Having No Voting Right 3. Secured Financial Creditors, related, Not Applicable nil Having Voting Right 4. Unsecured Financial Creditors, Not Applicable nil Unrelated, Having Voting Right 5. Operational Creditors other than 51,00,343 13,00,000 Workmen and Employees (25.49% of admitted claims) 6. Workmen Dues Not Applicable nil

7. Employees Not Applicable nil 8. Government Dues i.e., Department of Not Applicable nil Trade and Taxes (Delhi GST) 9. Others Not Applicable nil

10. Contingency Not Applicable nil

Total 18,00,000/-

* In case the CIRP Cost is lower than Rs. 5,00,000, the excess amount remaining after CIRP cost shall be used for working capital of the Corporate Debtor. However, this is clarified that the SRA shall pay CIRP cost to tune of Rs. 5,00,000. In case this unpaid CIRP goes beyond Rs. 5,00,000, the unpaid CIRP cost above Rs. 5,00,000 shall be borne by the COC members in proportion to their voting rights. * The entire consideration including CIRP Cost will be paid within 90 days from the date of receipt of a certified true copy of the order approving the Resolution Plan by the Adjudicating Authority. * The funds recovered from the IA-03/2024 shall be firstly utilized for payment of the expenses incurred in the said recovery and then be paid to the operation IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL creditors to the extent of admitted claims i.e. Rs. 38,00,343 (Rs. 51,00,343 less Rs. 13,00,000) of the Corporate Debtor and remaining amount, if left shall be utilized for the purpose of business operations of the Transferee Company. However, the proceeds from the IA-03/2024 shall be distributed equally between the SRA and CoC to the extent of balance of admitted claim, henceforth, any amount received from the IA- 03/2024 beyond Rs 76,00,686) shall be retained by the SRA. * If any amount is not recovered from the said IA then there is no liability on the Resolution applicant to pay any amount to creditors of the Corporate Debtor.

Estimated Total Amount Proposed to be brought in the Corporate Debtor for the turnaround of the Corporate Debtor:

S.No Particulars In Rupees A CIRP Cost 5,00,000 Total Upfront Cash Payment as part B 5,00,000 of Resolution Plan (A) Financial Creditors C NIL Workmen & Employee/due/claim D NIL retirement benefit Operational Creditor E 13,00,000 F Other Creditors NIL Payment to outside party 18,00,000 G (B+C+D+E+F) Repairs/Refurbishment (To be NIL H brought through equity) Working capital margin (To be NIL I brought through equity) Total Fund Required (G+H+I) 18,00,000 J

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15. The Resolution Plan submitted by the Successful Resolution Applicant, as outlined in Clause 4.4.3, establishes that the duration of the plan shall be one year from the date of approval by this Tribunal.

Sources of Funds 16. The overall Resolution Plan is for a total amount of approximately Rs.18,00,000/- (inclusive of Rs.5,00,000 or actual CIRP cost, whichever is less) and the said amount shall be infused within 90 days from the effective date.

17. The Resolution Applicant shall bring funds from internal accruals, its own resources/reserves and from relatives. Further, the funds recovered from the IA-03/2024 (Application on behalf of Resolution Professional u/s 66 for seeking necessary directions against the suspended directors of the corporate debtor) shall be firstly utilized for payment of the expenses incurred in the said recovery and then be paid to the operational creditors to the extent of admitted claims i.e. Rs. 38,00,343 (Rs. 51,00,343 less Rs. 13,00,000) of the Corporate Debtor and the remaining amount, if any shall be utilized for IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL the purpose of business operations of the Transferee Company. If any amount is not recovered from the said IA then there is no liability on the Resolution applicant to pay any amount to creditors of the Corporate Debtor.

18. 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:

Section of Requirement with Clause of Complianc the Code/ respect to the Resolution e (Yes/No) Regulation Resolution Plan Plan No. 25(2)(h) Whether the Provided in Yes Resolution Applicant Clause 2.5 of the Resolution meets the criteria Plan approved by the CoC ( having regard to the Resolution complexity and scale Plan) of operations of business of the CD? Section 29A Whether the Provided in Yes Resolution Applicant Clause 7.6 of the Resolution is eligible to submit Plan resolution plan as ( per final list of Resolution Resolution Plan) Professional or Order, if any, of the Annexure E Adjudicating (page 489) Authority?

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Section 30(1) Whether the Provided in Yes Resolution Applicant Clause 7.6 of the Resolution Page 476 has submitted an Plan affidavit stating that ( it is eligible? Resolution Plan) Annexure E (page 489) Section 30(2) Whether the Resolution Plan- (a) Provides for the Provided in Yes, Page payment of Clause 6.2.1 no.469 insolvency of the ( resolution process Resolution Resolution costs? Plan Plan)

(b) Provides for the Provided in Yes, Page payment to the Clause 6.6 of no.470-471 operational the creditors? Resolution (Page 54-55 Plan of Resolution Plan)

(c) Provides for the Not -payment to the Applicable financial creditors since no who did not vote in financial favour of the creditors resolution plan?

Yes, Page (d) provides for the Provided in no.461-463 management of the Clause 5 affairs of the (Chapter-V) (Page 45-47 corporate debtor? of the of Resolution Resolution Plan Plan) IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL

Yes, Page (e) provides for the Provided in no.449 implementation and Clause 4.9 of supervision of the the ( resolution plan? Resolution Resolution Plan Plan)

(f) contravenes any of Provided in Yes, Page the provisions of the Clause 7.8 of no.478 law for the time being the in force? Resolution ( Plan Resolution (Declaration Plan) in Annexure- G of the Plan) Section 30(4) Whether the Resolution Plan Yes, Page (a) is feasible and Provided in no.478 viable, Clause 7.11 according to of the ( the CoC? Resolution Resolution Plan Plan) (Declaratio n in Annexure- G of the Plan, Page 494 of the application)

Yes, Page (b) has been Provided in approved by Annexure 3 no. 190 of the CoC with (Colly) IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL

66% voting the share? application Section 31(1) Whether the Provided in Yes, Page Resolution Plan has Clause 4.10 450 provisions for its of the ( effective Resolution Resolution implementation plan, Plan Plan) according to the CoC? Regulation Whether the amount Provided in Yes, Page 38 (1) due to the operational Clause 6.6 of no.470-471 creditors under the Resolution (Page 54-55 resolution plan has Plan of been given priority in Resolution payment over Plan) financial creditors?

Page (Also in no.475 Clause 7.2 of ( the Resolution Resolution Plan) Plan) Regulation Whether the Provided in Yes, Page 38(1A) resolution plan Clause 7.3 of 475 includes a statement Resolution ( as to how it has dealt Plan Resolution with the interests of Plan) all stakeholders? Regulation (i) Whether the Provided in No, Page 38(1b) Resolution Clause 7.13 479 Applicant or of Resolution ( any of its Plan Resolution related Plan) parties has failed to implement or contributed to the failure of implementat ion of any resolution plan IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL approved under the Code. (ii) If so, -whether the Not Resolution Applicable Applicant has submitted the statement giving details of such non-implementat ion? Regulation (a) The term of the Provided in Yes, Page 38(2) plan and its Clause 4.4 of 446 implementatio the ( n schedule? Resolution Resolution Plan Plan)

(b) For the Provided in Yes, Page management Clause 7.5 of 476 and control of Resolution ( the business of Plan Resolution the corporate Plan) debtor during (Also in its term? Chapter V of the Resolution Plan)

(c) Adequate Provided in Yes, Page means for Clause 4.9 of 449 supervising its the ( implementatio Resolution Resolution n? Plan Plan)

IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL (d) Provides for the Provided in Yes, Page manner in Clause 455 which 4.11.14 of ( proceedings in the Resolution respect of Resolution Plan) avoidance Plan transactions, if any, under Chapter III or fraudulent or wrongful trading under Chapter VI of Part II of the Code, will be pursued after the approval of the resolution plan and the manner in which the proceeds, if any, from such proceedings shall be distributed: Regulation Whether the 38(3) resolution plan demonstrates that - (a) It addresses Provided in Yes, Page the cause of Clause 2.5 of 432 default? the ( Resolution Resolution Plan Plan)

Yes, Page (b) It is feasible Provided in 478 and viable? Clause 7.11 of the ( Resolution Resolution Plan Plan)

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Yes, Page (c) It has Provided in 446 provisions for Clause 4.4 of ( its effective the Resolution implementatio Resolution Plan) n? Plan

Yes, Page (d) It has Provided in 446 provisions for Clause 4.4.1 approvals of the ( required and Resolution Resolution the timeline Plan Plan) for the same?

Yes, Page (e) The resolution Provided in 454 applicant has Clause the capability 4.11.13 of ( to implement the Resolution the resolution Resolution Plan) plan? Plan Regulation Whether the RP has Provided in Yes, Page 39(2) (c) filed applications in Clause 455 respect of 4.11.14 of transactions the ( observed, found or Resolution Resolution determined by him? Plan Plan)

Regulation39 Provide details of Yes (Page (4) performance 542 of the security received, as application) referred to in sub-regulation (4A) of regulation 36B.

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Measures provided in Resolution Plan in terms of Regulation 37 of CIRP Regulations.

Regulation 37 of Relevant Page Insolvency and Clause of Number of Bankruptcy Board of Resolution Application India (Insolvency Plan Resolution Process for Corporate Persons) Regulations, 2016 a) transfer of all or part of Clause 4.1.4 and Page 442 and the assets of the 4.1.10 443 of corporate debtor to one or Application more persons; b) sale of all or part of the No Not assets whether subject to applicable any security interest or not; ba) restructuring of the Clause 4.1.1 corporate debtor, by way of Application merger, amalgamation and demerger; c) the substantial Clause 4.1.2 acquisition of shares of the Application corporate debtor, or the merger or the consolidation of the corporate debtor with one or more persons; ca) cancellation or delisting No Not of any shares of the applicable corporate debtor, if applicable; d) satisfaction or Clause 4.1.12 modification of any security Application interest;

IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL e) curing or waiving of any No Not breach of the terms of any applicable debt due from the corporate debtor; f) reduction in the amount Clause 4.2 Page 444-446 payable to the creditors; of Application g) extension of a maturity No Not date or a change in interest applicable rate or other terms of a debt due from the corporate debtor; h) amendment of the No Not constitutional documents applicable of the corporate debtor i) issuance of securities No Not of the corporate debtor, for applicable cash, property, securities, or in exchange for claims or interests, or other appropriate purpose; j) change in portfolio of No NA goods or services produced or rendered by the corporate debtor; k) change in technology No NA used by the corporate debtor; and l) Obtaining necessary Not applicable Not applicable approvals from Central and State Governments and other authorities m) Sale of one or more Not applicable Not applicable assets of corporate debtor to one or more successful resolution applicants submitting resolution plans for such assets; and manner of dealing with remaining assets IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL

Details of Monitoring Committee:

Name(s) of the Brief description of the Proposed member(s) proposed member(s) of the I & M committee of implementation and monitoring committee Chapter 4, Clause The Monitoring Agency shall consist of 4.9, Page No 449, Babita Jain having Registration Number Volume-III IBBI/IPA-002/IP-N00321/ 2017- 18/10926 as the Chairman, Mohd Nazim Khan having IBBI Registration No: IBBI/IPA-002/IP- N00076/2017- 18/10207 as the Joint Chairman, one representative from COC having majority voting rights and one representative from the Successful Resolution Applicant

19. The Applicant submits that the Successful resolution applicant has submitted an affidavit in regard to the eligibility under section 29A of the Code, as required by Regulation 39(1)(a) of the CIRP Regulations. An undertaking has also been submitted by the Successful Resolution Applicant, as mandated in terms of regulation 39(1)(c) of the CIRP Regulations. The affidavit under Section 29A is at page no. 489 in the application, which is reproduced there under: -

IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL “I, Yogesh Mittal, s/o Shri V.K. Mittal, aged 53 yrs, resident of A-11, Nirman Minal So Vihar Delhi-110092, the Deponent, do hereby solemnly affirm, states and declare as under: 1. I understand that an insolvency resolution process has been initiated against (Name of the Corporate Debtor) (Corporate Debtor) vide order dated [Order date) (Admission Order) passed by National Company Law Tribunal, Allahabad Bench (Adjudicating Authority) in an application filed by operational creditor against the Corporate Debtor under Section 9of the Insolvency and Bankruptcy Code, 2016 (amended up to date) (IBC). 2. I state that the present affidavit is sworn by me on behalf of the Resolution Applicant, in compliance of section 29A of the IBC. 3. I on behalf of the Resolution Applicant and any other person acting jointly or in concert with the Resolution Applicant hereby confirm that: (i) The Resolution Applicant and any connected person as per the Explanation I provided under section 29A of the IBC is not an un discharged insolvent; or (ii) The Resolution Applicant and any connected person as per Explanation I provided under section 29A of the IBC, is not identified as a willful defaulter in accordance with the guidelines of the Reserve Bank of India issued under the Banking Regulation Act, 1949;or (iii) At the time of submission of the Resolution Plan, the account of the Resolution Applicant and any connected person as per Explanation I provided under section 29A of the IBC or an account of the corporate debtor under the management or control of such person of whom such person is a promoter, IBC is not classified as non-performing asset in accordance with the guidelines of the Reserve Bank of India issued under the Banking Regulation Act, 1949 or guidelines of a financial sector regulator issued under any IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL other law at the time being in force and at least a period of one year or more has lapsed from the date of such classification till the date of commencement of corporate insolvency resolution process of the corporate debtor and that I have not falled to make the payment of all overdue amounts with interest thereon and charges relating to non-performing asset before submission of Resolution Plan; or (iv) The Resolution Applicant and any connected person as per Explanation I provided under section 294 of the IBC have not been convicted for any offence punishable with imprisonment for 2 years or more under any Act specified in the Twelfth Schedule or for seven years or more under any law for the time being in force or a period of two years has expired from the date of release of such imprisonment; or v) The Resolution Applicant and any connected person as per Explanation i provided under section 29A of the IBC have not been disqualified to act as a director under the Companies Act 2013, or (vi) The Resolution Applicant and any connected person as per Explanation I provided under section 29A of the IBC have not been prohibited by the Securities and Exchange Board of India from trading in securities or assessing the securities markets; or (vii) The Resolution Applicant and any connected person as per Explanation I provided under section 29A of the IBC have not indulged in preferential transaction or undervalued transaction or fraudulent transaction in respect of which an order has been made by the Adjudicating Authority under the IBC; or (viii) The Resolution Applicant and any connected person as per Explanation I provided under section 29A of the IBC have not executed a guarantee in favour of a creditor, in respect of a corporate debtor against which an application for Insolvency resolution made by such creditor has been admitted under the IBC IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL and no such guarantee has been invoked by the creditor or remains unpaid in full or part; or (ix) The Resolution Applicant and any connected person a per Explanation I provided under section 29A of the IBC are not subject to any disability, corresponding to clauses mentioned above under any law in a jurisdiction outside India.

(i) That the Resolution Applicant unconditionally and irrevocably agrees and undertakes that it shall make full disclosure in respect of itself and all its connected persons as required under Regulation 38(3) of the CIRP Regulations. (ii) That the Resolution Applicant unconditionally and irrevocably agrees and undertakes that it shail make full disclosure in respect of itself and all its connected persons as per the provisions of the CIRP and the rules and regulations framed there under to submit a resolution plan and that it shall provide all documents, representations and information as may be required by the RP or the COC to substantiate to the satisfaction of the RP and the COC that the Resolution Applicant is eligible under the IBC and the rules and regulations there under to submit a resolution plan in respect of Corporate Debtor. (iii)That the Resolution Applicant unconditionally and irrevocably undertakes that it shall provide all data, documents and information as may be required to verify the statements made under this affidavit. (iv) That the Resolution Applicant understands that the COC and the RP may evaluate the resolution plan to be submitted by the Resolution Applicant or any other person acting jointly with it and such evaluation shall be on the basis of the confirmations, representations and warranties provided by the Resolution Applicant under this affidavit.

IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL (v) That the Resolution Applicant agrees that each member of the COC and the RP are entitled to rely on the statements and affirmations made in this affidavit for the purposes of determining the eligibility and assessing, agreeing and approving the resolution plan submitted by the Resolution Applicant. (vi) That in the event any of the above statements are found to be untrue or Incorrect, then the Resolution Applicant unconditionally agrees to indemnify and hold harmless the RP and each member of the COC against any losses, claims or damages incurred by the RP and/or the members of the COC on account of such ineligibility of the Resolution Applicant.” 20. The Successful Resolution Applicant has provided the performance security of Rs.5,00,000/- (Rupees Five Lakhs Only) dated 17.05.2024 and the same is attached on page no. 542 of the present application and is in compliance with the Regulation 36B (4A) of CIRP Regulations, 2016.

21. The Resolution plan size is approximately of Rs.18,00,000/- (inclusive of the CIRP cost determined at Rs.5,00,000/- or actuals, whichever is less). The “Effective Date” will be the date on which the Adjudicating Authority approves the Resolution Plan.

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Details on Management and Implementation as per the Resolution Plan.

22. The Resolution Plan also provides for details of management and control, implementation, and supervision and term of the Resolution Plan which is set out in Chapter V of the Resolution Plan and Clause 4.4 of the Resolution Plan.

Waivers, Reliefs and Exemptions

23. The SRA has sought/ prayed for the reliefs, waivers and concessions as enumerated under the Resolution Plan approved by the CoC, as detailed below:

i) All the legal cases, submitted by RP during CIRP Period on behalf of Corporate Debtor will be pleaded/ continued by the Transferee Company including IA No. 03/2024 connected in CP(IB) 151/ALD/2019 and will be handled by the Transferee Company and the funds recovered from the IA-03/2024 shall be firstly utilized for payment of the expenses incurred in the said recovery and then be paid to the operation creditors to the extent of admitted claims i.e. Rs. 38,00,343 (Rs. 51,00,343 less Rs. 13,00,000) of the Corporate Debtor and remaining amount, if any shall

IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL be utilized for the purpose of business operations of the Transferee Company. If any amount is not recovered from the said IA then there is no liability on the Resolution applicant to pay any amount to creditors of the Corporate Debtor. ii) From the Closing Date, all inquiries, investigations and proceedings, whether civil or criminal, suits, claims, disputes, proceedings in connection with CD or affairs of CD (including those initiated by Governmental Authorities such as the SEBI and RBI), pending or threatened, present or future in relation to any period prior to the Effective Date, or arising on account of implementation of this Resolution Plan shall stand withdrawn and dismissed and all liabilities and obligations therefore, whether or not set out in the balance sheets of CD or the profit and loss account statements of CD will be deemed to have been written off fully, and permanently extinguished. No adverse orders passed in the said matters should apply to CD or the Resolution Applicant. Upon approval of this Resolution Plan, all new inquiries, investigations, notices, suits, claims, disputes, litigations, arbitrations or other judicial, regulatory or administrative proceedings will be deemed to be barred and will not be initiated or admitted against CD and/or its new management in relation to any period prior to the Effective Date.

IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL iii) The IA-470/2023 filed by the Resolution Professional u/s 19(2) of the IB Code shall not be dismissed by this Tribunal and this IA shall be disposed off on merits by the Adjudicating Authority. iv) Upon approval of the Resolution Plan, if any transaction/ agreement/ MOU/ contracts executed within two years prior to the commencement of CIRP is found by the SRA to be preferential, undervalued, fraudulent and extortionate u/s 43, 45, 50 and 66 of the IBC and the said transaction is not captured by the Transaction Auditor, the Chairman of the Monitoring Agency is empowered to take legal action u/s 43, 45, 50 and 66 of the IBC for appropriate relief with the permission of the Monitoring Agency.

Analysis & Findings 24. On hearing the submissions made by the Ld. Counsel for the Resolution Professional and perusing the record, we find that the Resolution Plan has been approved by the CoC with 100% of the members voting in favour of the Resolution Plan. As per the CoC, the Plan meets the requirement of being a viable and feasible revival of the Corporate Debtor. By and large, there are provisions for making the Plan effective after approval by this Bench.

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25. On perusal of the documents on record, we are satisfied 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 IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

26. In compliance with the order dated 07.06.2024, the Resolution Professional filed a supplementary affidavit on 26.06.2024 vide Diary No. 1233, requesting a modification of Clause 4.11.32 (Page 460, Volume III) under "Specific Relief" in the Resolution Plan submitted to this Tribunal. The prayer sought was deleting and substituting Clause 4.11.32 with the following: “ 3. That the Clause 4.11.32 under the heading "Specific Relief" of the Resolution Plan be and is hereby deleted and substituted as under: "4.11.32 That upon approval of the Resolution Plan, the IA- 470/2023 filed by the Resolution Professional u/s 19(2) of the IB Code shall not be dismissed by the Adjudicating Authority. And, this IA shall be disposed off on merits by the Adjudicating Authority.” Further, through an order dated 09.10.2024, the supplementary affidavit was taken on record and the amendment sought in Clause 4.11.32 (Page No. 460 of Volume III) of the Resolution plan under the heading “Specific Relief” was allowed. IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL

27. The reliefs, concessions and waivers sought by the Successful Resolution Applicant will be dealt strictly in accordance with the applicable laws.

28. It may be clarified that litigations wherever pending against the corporate debtor would be governed by Section 32A of the Code.

29. It may be clarified that, based on the submissions made by the Authorized Representative of the Resolution Professional during the hearing on 09.10.2024, a PUFE Application (IA No. 03/2024) is currently pending and shall be pursued by the Monitoring Committee, consisting of the Resolution Professional and one member of the CoC with the highest claim value, along with the SRA. He also further submitted that the proceeds arising out of the above PUFE application filed vide IA No.03/2024 shall be first utilized for payment of the expenses towards the said recovery and then to be paid to the creditors to the extent of the admitted claims as per Section 53 of the Code.

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30. 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.

31. In case of non-compliance with 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 EMD amount of Rs. 2.5 Lakh already paid by the Resolution Applicant as well as the Performance Security, as referred to in sub-regulation (4A) of regulation 36B, of Rs.5,00,000/-.

Orders 32. The Resolution Plan envisages payment of the CIRP cost as follows: “If the CIRP Cost is lower than Rs. 5,00,000, the excess amount remaining after CIRP cost shall be used for working capital of the Corporate Debtor. However, this is clarified that the SRA shall pay CIRP cost to tune of Rs. 5,00,000. In case this unpaid CIRP goes beyond Rs. 5,00,000, the unpaid CIRP cost above Rs. 5,00,000 shall be borne by the COC members in proportion to their voting rights” 33. The reliefs, concessions and waivers sought/prayed by the Successful Resolution Applicant will be dealt with IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL strictly in accordance with the applicable laws including Companies Act, 2013 and Income Tax Act, 1961, etc. 34. The Moratorium imposed under section 14 of the Code shall cease to have effect from the date of this order.

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

36. The Monitory Committee as proposed in the resolution plan is appointed as under:

Name(s) of the Brief description of the Proposed proposed member(s) of member(s) of the I & M committee implementation and monitoring committee Chapter 4, Clause 4.9, The Monitoring Agency shall Page No 449, Volume-consist of Babita Jain having III Registration Number IBBI/IPA- 002/IP-N00321/ 2017-18/10926 as the Chairman, Mohd Nazim Khan having IBBI Registration No: IBBI/IPA-002/IP- N00076/2017- 18/10207 as the Joint Chairman, one representative from COC having majority voting rights and one representative from the Successful Resolution Applicant

IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL

37. The above Monitory Committee shall ensure timely & successful implementation of resolution plan approved by this order and also effectively pursue the PUFE Application (I.A. No. 03/2024) pending with this Tribunal at present, till the final order is passed and do the needful as per the order.

38. I.A. No. (Plan) 03/2024 is hereby approved and shall stand disposed of accordingly.

39. A copy of this Order shall be filed by the Resolution Professional with the Registrar of Companies.

40. 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.

41. The Resolution Professional is further directed to hand over all records, premises/ factories/documents available with it to the Resolution Applicant to finalize the further line of action required for starting of the operation. The Resolution Applicant shall have access to all the records and premises through the Resolution IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL

Professional to finalize the further course of action required for starting of operations of the Corporate Debtor.

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

43. The registry is further directed to send the copy of the order to the IBBI also for their record.

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

45. File be consigned to the record.

(Ashish Verma) (Praveen Gupta) Member (Technical) Member (Judicial)

Date: 08th November, 2024

IA(Plan)NO.03/2024 IN CP (IB) NO.151/ALD/2019 NATIONAL COMPANY LAW TRIBUNAL