Approval of Resolution Plan - Metistech Fabricators Private Limited

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II{THENATIoNALCoMPANYLAwTRIBUNAL CUTTACK BENCH IA (IB) (Plan) No" 3/CBl20124 IN CP (IB! No" !.4/CB|2O2L (An Appticationfiled under section 3a@ of the Insoluencg and. Eankruptog bra", Z;O\A readwithReEulation Sl(+) of the Insolu-encg and Bankitptig Board of India (Insoluencg Resolution Processpn Corporate Fersons) Regulations, 2A 1 6) In the matter ofi A.IAY GI'FTA R.ESOI,T}TIOI{ PROFESSIONAT OF IVTETISTECH F'ABR.ICATORS PRIVATE TIMITED Regisrnation No" IEBI/IPA-oo t /IP-P00 l4o l2aL7 -2A181 1"0304, trravlng address at: 7-A, Sidhartha Extension, Focket-B, I{ew Denhi- 11"00n 4, Ennail : aj aygupt aL969@gmail com " ..""".Applicant SUBIII,A>(MI INVESTMENT ADVISORY PVT" LTD" Incorporated under the Companies Act, 2OX'3 crN-wl? 221WB2008FTC 1 27538, having its Corporate Office at Unit No" Xli., ACY-Aggarwatr City Square, Flot No. 10, District Centre Manglam Place, Sector-3, Rohini., New Delhi- t 10085 Resolution Applicant. "..Successfutr Order Pronou.nced on: 28.03.2025 Conenn: Dppp Cneuone Josnl, MpMnsn (.Iuorcrnr') BenweRr Leu ltrlppttA, Mullrnn (Tncnurcal)

AppBenamcP: Fon Apputcewt: ,{s .luris (Advocates and solicitors} sd. BN.-/ hICLT, CUTTAEK BENCF{ [A (lB) Ptan nrlo" 3/CB/2024 cP (lB) No" L4/cB/202n ORDER, 1. This application is filed by Mr" Ajay Gupta' Resolution Frofessional (hereafter'RPlApplicant') of M/s Metistech Fabticators private imited (hereinafter 'corporate Debtor/cD') bringing on n record the Resolution Plan approved by committee of creditors (hereinafter ,coc,) under section 30(6) of the Insolvency Bankruptcy and, code,2016 (hereinafter 'lB,cf the code') read with Regulation 3g(a) of the Insolvency and tsankruptcy Board of India (xnsolvency Resolution Pnocess of corporate Fersons) Regulations, 2AL6 (hereinafter 'CIR.F Regulations') seeking approval of resolution plan as approved by the CoC" Bnrpr SunmlssroNs Mepp Bv Tlrp Appr,rcent: 2. T.he insoivency application was filed by M/s Rourkela Steel syndicate under section 9 of the code by Rourkela steel Syndicate was admitted hy this FIon'hle Tribunal vide order dated 01' 1 1'2023 wherein the applicant was appointed as the Interim Resolution Frofessional (IRP) to aarry out the GIRP process of the corporate debtor. The IRP was confirmed to continue as an RP by the CoC in its first CoC l\deeting in accondance with section 22(3ll(al of the code al1d the same was approved hy the Tribuna-l. s. AfLenthe admission the IRPin terrns of the section trS and 15 0f the code read with Regulation 6 of the clRP Reguiations issued Fublic Notice in F"orm.- A which was published in Raipur edition of Tinnes of trndia (English) and Durg edition of Dabang Dunia (Hindi) on 03. I X.2023 inviting the creditors of the corporate debtor to submit their claim by 15. LL"2A23. 4. Fursuant to the Public announcement the IRF received clairns from two operational creditors namely M/s Rourkela Steel Syndicate for a sum of Rs L ,06,lB,697 l-and shree Ram Machino Fabrik Pvt. Ltd" for a sum of Rs 25,76,218.941- on 15.11.2023, and the clairns stood adrnitted by the Applicant on 21.7L"2O23 gJ. gA

['{CLT, CT,ITTACK BENCF{ lA (lB) Flan No 3/CB/2024 CP (lB) No' LAlcB1202! S.Uponperusalofthetastavailablefinancialstatementofthe corporate Debtor as on 31.03.2003, it was observed that the corporate Debtor owes financial dues to IDBI Bank and thUs, sent an intimation letter to IDBI Eank informing about initiation of ctrRF against the corporate debtor vide emaitr dated 16.11.2023 and also visited the concerned branch of IDBn Bank on 22.LL"2023 intimating about the requirement for filing the claim before 23.LL.2023 as 24' 1 i".2023 was the last date for constitution of coc. F{owever, no ctaims were received frorn IDBI Bank and hence the RF continued with the process and finalised the tist of Creditors in compliance of Section 21(i) of the Code and Regulation 13 & 14 of the CIRP Regulations filed the list along witir a report of constitution of coc before this Tribunal on 24"1L.2023" tsut belatedly the applicant received claims frorn trDBI tsank otl 30.1x.2023 which stood admitted by the applicant provisionally on 13.12"2023, aiongside other operational creditors namely N4ls Friends Agency and M/s Excei T\rbe corporation who fiied their claims belatedly on 1l-.1.2.2O2g and 15.L2.2O23 and the same stood admitted by the applicant on 13. 12.2023 and 19.12.2023. Whereafter, the coc stood reconstituted with trDBI Bank as the sole financia-l creditor and an updated list of creditors was also filed before this Flon'ble Tribuna-l" The CoC consisted ofjust one member:

IDBI Bank 6" trt is subrnitted by the applicant that in pursuance of taking over control of the corporate Debtor the applicant intimated the suspended directors on 02. L1,.2023 regarding the initiation of CtrRP and sought all requisite information and documents from them' The applicant also visited Bhilai, chhattisgarh on 22.LL.2023 where the registered office of the cD is located to take custody of the cD's Assets but it was gA ge 44-*-'--

I{C[.T, CI,TTACK B EN CI-{ lA (lB) Plan No' 3/CB/202a CP (lB) No' !41c812021' informed by the suspended directors that the premises of the Registered office is situated in the premise owned by one of the suspended director and IDBI bank has taken over possession of the same in pursuance of an order u/s 14 of the SARFAESI Af,2AO2' ThefactoryoftheCDwhichwasoperatedfromarentedpremises situated at Khasra No" 51 ,Transport Nagar Main Road, village umda, Durg,Chhattisgarh-4g}O2'andtheoperationswereclosedsince Ar.rgust-2021 due to recurring loses and pursuant to such closure, most of the plant & machinery and inventory items were sold at the time of vacation(exceptfew),whichaSonthedateofcommencementofClRtr were kept in open area at a factory pnernises situated at 17D, Light trndustrial Area, Bhilai, Chhattisgarh, which is owned by one of t]re Xcnown person of the suspended directors namely Mr" Rinku Sharma proprietorofMlsShreeSteelCorporation'Flowever,duetotheabsence of any list of such assets, the applicant could not take possession of the assets and further instructed the Suspended directors to prepare a list of the inventories so that the same can be taken into custody" V" Upon getting no cooperation from the suspended directors' applications were filed u/s 19(2) through IA (IB) 15lCEl2O24 on o2,o|.2o24oftheCodeseekingcooperationfromthesuspended directors and the erstwhile statutory auditors and this Tribunal vide order dated 05.03.2024 ordered the suspended directors to provide complete cooperation as required by the applicant to take over custody of the CD S"TheCorporateDebtordidnothaveanyLandandBuildingor Flant & Machinery and the assets of the corporate Debtor comprised only of securities and Financial Assets (SFA) including Inventory and to ascertain the vatue of the assets the coc in its Lst meeting appointed 2 (Two) R.egistered Valuers of SFA category namely Mr' Gyaneshwar sahai and Ms. smita Gupta, who submitted the valuation reports on 08.05.2024' 25.A4.2A24 and f\ , :2o\ 3A

NCLT, CUTTACK BENCI'N tA (lB) Plan No" 3/C812024 CP (tB) No' t4lcBl202L 9" \Jpon perusal of the f,rnancial statement of the CD' it seemed that Someofthetransactionswereofquestionablenatureandforwhich transaction audit is necessarlr and hence chaudhary Pradip & co' CharteredAccountantswereappointedasTransactionAuditorto determine if any of the transactions fall within the ambit of section 43,45,49)50 and 66" 3.0. The draft auditor report was submitted on 22.02.2024 seeking clarifications from the suspended board of directors and the sarne was sharedwiththeSuspendedDirectorsandtheCoC.Thesuspended directors did not respond to the ciarifications sought by applicant hut IDBI bank provided certain clarifications and documents in respect to the same and based on those clarifications the auditor submitted its fina.n report on 15.04.2A24" Based on that report identifying possible PUF,E transactions applications were filed before this tribunal u/s 43,4g and 65 0f the code wherein notices were issued on 19.07 '2024 and the salne is presently pending adjudication' 11. After finalising the eligibility criteria for submission of resolution plan and inviting expression of interest from the prospective resolution applicants, Form G was published on 30. L2.2O23 in All India Editions of Business standard (English & Hindi) inviting EoI with last date for receipt of EoI being 20.01 "2024" However, only one entity'namely subhataxmi Investment Advisory Pvt Ltd submitted the EoI till the xast dateandhenceupontherecommendationoftheCoC,FORMGwas published on 23.01.2O24 in Raipur Edition of Times of India (English) and Raj Express (Hindi)with last date for submission being 07 'o2'2O24' trn pursuant of the fresh publication another Eol from SPSS nnfrastnrcture Fvt" Ltd was received and the final PRA list comprised of Subhalaxmi Investment Advisory Pvt Ltd (hereinafter PRA 1/SRA) and SPSS Infrastructure (hereinafter PRA 2) Pvt' Ltd' L2.

Both the PRAs were provided with Request For Resolution Plan including evaluation matrix and information memorandum and (RF',RP) sd g& r{cLT, CIITTACK BENCH lA tl8) Flan t'rlo" 3/CB/2024 cP (lB) No' L0lcslaozt' the last date for submission of Resolution Ptran was 23.03 '2024 but PRA I sought an extra 15 days for submission of Resolution plan and upon consultationwiththeCoCPRAlwasallowedat5daysextensionand pRA I submitted its pian on 06.04"20204 with Earnest Money Deposit (EMD) of Rs.2,00 ,OO l-and no resolution plan was received from PRA 2' x.3'Inpursuanceoftheorderdated05.03.2024ofthistribunal directing the suspended directors to provide complete cooperation, the technical person appointed by the applicant visited the premises of the cD and identified 7 types of items which were available during physical inspection.Theregisteredvalueralsovisitedthepremiseson o8.a4.2}24 for the purpose of valuation of the assets of the cD' The list of avaitrable inventory along with photographs were presented before the coc in the 6th Meeting held on 2o"o4.2}24 and it was infonmed that the assets of the cD were still lying in the premises of a third party and upon deliberation regarding the custody of the assets it was concluded bytheCoCthatsincetheweightofthemateriallyinginthepremises of third party weights around 25MT" and since those were custornised to suit the needs of the cD and its storage cost is really high, hence to realise the maxirnum value of the said assets it is best to sell them as ,scrap by weight'" subsequently the salne was sold to the highest bidder i.e" one I\4/s om Shri Ganapati Lime and Ulinerals for R's.9,62,64o1-kg an29.O5.2O24" @Rs.36 Per L4" The Resoiution plan submitted by Subhalaxmi Investment Advisory Pvt Ltd was deliberated upon and after multiple meetings the coc approved the plan on 2L.A}.2O24 and a Letter of Intent (Lotr) was issued to the sRA and the sRA was asked to deposit Rs. 4,50,5001- i'e' of the total plan value as performance security, which was lao/o compiled by sRA by making the payment on 25.09"2024.

The applicant RP has provided the brief details regarding the total cost of the Resoiution Plan at clause 5.7 of the plan as follows: c^) (_r\ ___, 3& illcLr, currACK BENCF{ lA (lB) Plan No" 3/CB12024 IN CP {tB) No. Amount Particular S[ No. (In Rupees!

L. Corporate Xnsolvency Resolution 20 Lakhs Frocess Cost (Estimated) z. Securecl F inancial Creditor 24.5O Lakhs 3. IJnsecured Financial Creditor Nil 4. Operational Creditors 50,000 Nil tr Other debts and Dues J" TotaI Rs.45,0OoOOO/- 15. it is further stated that the RP, in compliance with Regulation 39(a) of CtrR.F Regulations, 2076, has prepared Form F{' Amount Arnount Amount, Category Sub of CategorY Admttted Frovided provided of (tn Lakhs) under the to the Staheholder Flan Amount Stakeholder (tn [,akhs] clairned (%)

Secured (a) Creditors Financial not having a Creditors right to vote under Sub- Section {2\

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NCLT, EUTTACK BENCFi lA (lB) Plan No. 3/CB/202a of Section 2L (b) Ottrer than (a) above: (i) who did not vote in favour of the resolution Fiarr (i0 who voted in favour of the resolution 223"94 223.94 LO.94'/o plan

Total [(a) + (b)l Unsecured (a) Financial Creditors Creditors not having a right to vote unden sub-section (2) of section 21 (b) Other than (a) above:

gd. 9A

NCLT, CUTTACK BENCH lA (lB) Flan No" 3/CB/2024 (i) who did not vote in favour of the resolution Plart (iil who voted in favotrr of the resolution plarr Total [(a) + (b)l (a) Operational Related Creditors Party of Corporate Debtor (b) Other than (a) above: (i)Governme nt (a)Employee State Insurance Corporation (ESIC) (ii)Workmen (iii)EmploYe ES a2l% (iv) Cther 2s9.63 184.83 Operational Creditors 3A 3J-

NCLT, currAcK EENCI-i lA (lB) Plan No" 3/CB/2024 IN CP (lB) No. Total [(a) + 240.38 n 85.57 o.50 @.2tr"/a (b)l 4. Cther detrts and dues Grand Total 464.52 409"5tr 2S.00 5.38% L6" The timerine of implementation of resolution plan as provided in the pian at Page 63 is as follows:

EMD with Resolution Plan R.s.2,00,000/- As stipulated in RFRF Fenforrnance Bank Guarantee Upfront Cash FaYment Rs.5,00,000/- Within 30 daYs of Approval of Flan Ealance FaYrnent in Rs. 38,00,000/- Within 90 daYs of .Approval of Flan Instalment

LT.ThecomplianceaspectoftheResolutionFlanhasbeengivenin Fara No" 9 of Form H, which is as follows: Sectlon of ffiirtrenoent with Clause of R.solution Plan Cornpllance (Yes/No) the Codel respect to Resolution Regulatlom Plan No" Wh.mA the Resolution Alause 8.11 dePicts that 25(2Xh) Applicant meets the the resolution aPPlicant criteria aPProved bY the rneets criteria aPProved bY CoC having regard to the the CoC complexitY and scale of operations of business of the CD? 3A- 3rt, 10 t{ cLT, curTACK E Et'U ch0 0A (tB) Plan No. 3lCB/2024 Section Wfrettt"o the Resolution Al"u-. S.12 the R-A was Applicant is eligible to duly reflected in ttre final 29p" list of PRA dated submit a resolution Plan as per the final list of 22.02.2024 issued bY the Resolution Professional Resolution Professional or Order, if anY, of the Adjudicatin g AuthoritY? w-er ttre Resolution Ctause A.tZ an affidavit ,{pplicant has submitted dated 2O.O1.2O24 an affidavit stating that submitted in this regard it is eligibie? Wtretfr& tfre Resolution ISection s0(2) (a) provides (a) Clause 5.1 Provides for payment of the payment of insolvencY resolution resolution process costs" costs?

(b) provides for the (b) Clause 5.2.3 provides for PaYrnent to payrnent to the the operational creditors operational creditors?

(c) provides for the (c) Clause 5-3.2 payment to the financial provides for PaYment to flnancial creditors of at creditors who did not treast the amount sPecified vote in favour of the under section 30(2)(b) resolution Plan? (d) provides for the (d) Section 7 read with Clause 8.4 Provid'es that management of the the rnanagement and control of the corPorate g.\ 3d.

NCLT, CUTTACK BENCI-I lA (lB) Plan No.tlCBl}0za debtoilhfG vested in ;ffairs of tne corPorate the hands of monitoring committee as ProPosed bY the RA under the resolution plan. Thereafter, the corporate debtor sha1l be managed with the term of Board of Directors an extended professionals. read (e) provides for the e) Chapter 7 I irnplementation and with Clause 8'5 supenvision of the provides for implementation of resolution Plan? resolution Ptra:l under the supervision of the monitoring committee. (0 contravenes anY of f) Declaration to that effect the provisions of the law has been furnished under for the time being in clause 8.13. force?]

3A gd --- t2

NICLT, CUTTACK BENCFO tA (lB) Ftan No" 3/CB/2024 I t'l[ cP (lB) No. Section Wftettrer ttte Resolution - (d -ahust 8'7 dePicts that the resolution Plan 30(4) Plart is feasible and viable and Yes (a) is feasible and viable, CoC has considered according to the CoC? these aspects while approving the Plan (b) Yes Resolution Plan Yes (b) has been aPProved bY has been aPProved bY the the CoC with 66% voting CoC with 100.00% voting share? share. Section Whether the Resolution Ct apt.r 7 and CaPsule 8.5 Yes provides for 31(1) Flan has Provisions for its effeclive implementation of implementation Plan, resolution Plan under the supervision of the according to the CoC? monitoring committee which was considered bY CoC while aPProving the plan Regulation Whether the amount Ct"use 5'3.1 Provides for Yes 38 (1) due to the oPerational payment to oPerational creditors under the creditors in PrioritY in payment over financial resolution Plan has been given PrioritY in creditors. payment over linancial cneditors?] Regulation Whether the resolution Cf"u"" S.Z Provides for Yes plarl includes interest of all the 38(1A) a' statement as to how it stakeholders including has dealt with the financial creditors whether interests of all assenting or dissenting and operational creditors. stakeholders? sd s& r.3

NCLT, CUTTACK BENCIi lA (lB) Plan No. 3/CB/2024 IN No. O---wGmA the Rn - affidavit dated Regulation 38(18) Resolution APPlicant or |7.OL.2A24 and a any of its related Parties declaration under clause has faiied to imPiernent 8"1 has been Provided bY or contributed to t]le the applicant to this effect' failure of of implementation anY resolution Plan approved under the Code" (ii) If so, whether the Resolution APPlicant kras submitted the statement giving details of such non impiementation? Regulation Whether the Resolution provides: (a) The timeline for the 38(2) Plan I implernentation schedule (a) the term of the Plan is provided in Clause 5.7 Yes and its imPlementation read with clause 8.3 of the schedule? resolution PIan" (b) l"st instaliment of (b) for the management and control of the Rs. 5,00,000 within Yes business of the 3Odays f'rom date of corporate debtor during approval i.e date of LI its term? approval of Resolution Plan bY Adjudicating AuthoritY. of Balance PaYment Rs' in 38,00,000 instalments within 90 daYs from the 3A 3d 14

NCLr, curTACK BENCFI lA (lB) Plan No' 3/CB/2024 re.soh-rtion Plan approval from NCLT i.e. date of aPProvaX of Resolution Flan bY Adjudicating AuthoritY. (c) Section 7 Clause (c) adequate means for 7. I provides the supervising its Constitution of Monitoring implementation? Cornrnittee and imPlementation of resolution Plan under the superuision of the monitoring committee'

Whethen the resolution plan dernonstrate s that (a) it addresses the (a) The clause 8.6 of the cause of default? Resolution Flan addresses the cause of default" (b) Clause B. 7 dePicts (b) it is feasible and that the resolution Plan is viable? feasible and viable' (c) Clause 71" Describes (c) it has Provisions for the constitution of its effective monitoring committee implementation? and implementation of the resolution Plan under the supervision of the monitoring Committee.

s4 3A 15 t\cLr, CUTTACK BENCH [A (lB) Plan No"3lCBl202a rf{ C) it h"" Pr"visions for 1d; Ctause 8'8 of the Yes approvals required and resolution Plan deals the timeiine for the with the aPProvals same? required bY the Resolution APPlicant. (e) the resolution (e) A conjoint reading Yes applicant has the of Clause E.9 and 8. t i capability to imPlement describes the capability of resolution the resolution Plan? I applicant to imPlement the I resolution Plan and sources of funds for resolution Plan' 3e(2) Wfrettrei the RP has filed RP has filed Yes applications i.n resPect application of transactions l" Under section 43 observed, found otr vide diary deterrnined bY him? 21 1313600295202 4 on 14th MaY 2024. 2" Under section 49 vide dairy no" 21 13136003242A2 4 on 3pt MaY 2024. 3. Under section 66 vide diary no' 21 1313300353202 | 4 on 19.06.2024" Regulation Frovide details of RTGS reference no. Yes-perforrrance securitY CBINR520240925lO Provided 3e(4) 9d gA --- L6 lucLT, currAcK BEr{cFl !A (lB) Flan NVo. 3/CB/2024 t\j N EP No" 14/CB/2021 ?ecei-ved, as referred to 015300 dated in sub-regulation (aA) of 25.09.2A24 for Rs. regutation 368.1 4,50,500 (10% of the resolution Plan amount) received m I account no. I I oo+atozoooo25850 I oftn" corporate debtor I maintained with iDBI I nank, Bhilai Branch I L8" The approvatr of the resolution plan has been sought tlnder Section 31(1) of the Code, which reads as follows: ,If, the Ad,judicating Authoritg is satisffed that. the resolutioru plan as approuedbgthecommitteeofcreditorsundersub-section(4)ofsection 30 rneets the requirements as referredto in sub-section (2) of section 30' it shatl bg order approue the resolution plan which shall be binding on the corylorate debtor and its emplogees, members, creditors, including the Central Gouernment, ang State Gouernment or anu loca"l authoritg to whom a debt in respect of the pagment of dues arising under ang law fort,hetimebeinginforcesuchasauthoritiestowhornstatut,ory4dues are awed, guarontors and other stakeholders inuolued. int'he resolution plan.

FrouidedthattteAd.judicatinEAuthoritgshall,beforepassinganorder forapproualofresolutionplanunderthissub-section,satisfgthatthe resolutionplanhasprouisionsforitseffectiueimplementation,u I'g.TheaonditionsprovidedinSection3l(1)oftheCodefor approval of resolution plan are as follows:- a) The Resolution Plan is approved by the CoC under Section 30(a) of the Code; b) The Resolution Plan so approved meets the requirements Code; as referred to in Section 30(2) of the ia)-4t I gA LI

NCLT, CUTTACK BENCI-I lA (lB) Plan No 3/CB/2024 CP (lB) No' L4lcBl2a21' c)TheResolutionFlanhasprovisionsforitseffective implernentation.Thesatisfactionoftheconditionsis discussed below' 20" The Applicant submits that the coc has approved the Resolution Flan with xoo% of the voting share of the financial creditors, and the oonditionsprovidedforbySection30(a)oftheCodearesatisfied. 21"" The provisions of Section 30(2) of the Code are as follows: "(2) The resolution professional shalt examine each resolution plan plan-receiued bg ttin't to confirm that' each resolution a) prauid.es for the payment of insoluencg resolution process cosfs iru &Tnilnne|.specifiedbgtheBoardinprioritgtot'h.ey:agment,ofather d.ebts af the corPorate debtor, b) prrtuides for the pagment' of debts of operational creditors in suclt mannerdsmaubespecifiedbgtheBoardtllhichshallnotbelessthan (i) the amount to be paid to such creditors in the euent of a liquidation of the corporate debtor under section 53; or {ii) the amaunt that woutd haue been paid to such creditors, if t'he amounttobedistributedundertheresolutionplanlmdbeen distributed in accordance with the ord.er of priontg in sub-section (1) of section 53, whicheuerishigher,andprouid'esforthepagmentofdebt'soffinancial creditors, who d.o not uote in fauour of the resalution plan, in suctt mdnrleYdsnaaabespecified.bgttteBoard,whichstmltnotbeless t,h,an t,he anrount to be paid to such creditors in accordance ulitk sub-section(1)ofsection53intlweuentofaliquidationofthecorporate debtor' a-t :2C\I 3A-- 18 r{c[-T, CUTTACK BENChI [A (lB) Flan r'{o 3/CB/202a CP (lB) No. 1'4lcBl2a2t' Explanation l"_.For remoual of doubts' it is herebg elarified that a distribution in accordance wittt the prouisions of this clause shall be fair and. equitable to such creditors' Explanation 2.-For the purpose of this clause, it is hereby declared' that orv and from the date of commencement of the Insoluency and BankruptcyCode(Amendment)Act,2Alg,theprouisionsofthisclause shall also appla to the corporate insoluency resolution process of a corporate debtor- (i) where a. resolution plan has not been approued or rejected bg the Adju dicating AuthomtY; (ii)tlltrcreanappealhasbeenylreferredundersectionStr.orsection62 arsucltanappealisnottimebarredunderangprouisionoflawfor the time being in force; or (iii)wherealegatproceedinghasbeeninitiatedinangcourtagainst thedecisionoftheAdjudicatingAuthontginrespect.ofa.resolution plan; a)prouidesforttrcynanagementoftheaffairsoftheaorporatedebtar after approuat of the resolution plan, d) The implementation and superuision of the resolution plan' e)doesnotcontraueneanaoftheprouisionsofthelawforthetime being inforce j) confinns fo such ot'her requirements as mag be sp?cified bg the tsoard.

Explanation.-For the purpo.ses o/ clause (e), if ang approuat of sharelnlders is required under the companies Act, 20 1 3(1 8 of 2a L 3) or angotherlawforthethnebeinginforcefortheimplementationaf actions und,er the resolution plan, such approual shall be deemed to haue been Eiuen and it shall nat be a contrauention of that Act or ldw'" gA- 3d

NlcLT, CI,TTTACK BENCI-I lA (lB) Plan No" 3/CB/2024 CP (lB) No' 141cB12021" aut af which claim dmounting to Rs' 1'84'82'861'21/- ruas admitted' The auerage fair ualue of the CD has been ualued at' Rs"43'07 Lakhs arrd the tiquidation ualue pagable to Opera OtsSERVATIONS A,ND DIRECf,ION: 22" We have perused the submissions made by the RP and the Plan submittedbeforeusandthefollowingisobservedregardingthe following: a. The R.esolution Plan has been fited by the applicant after 329 days from the date of Commencement' FroposalforF.inancialCreditors(securedandllnsecured} h. The Plan proposes to settle dues with the sole secured financiai Creditor by paying a lurnp surn amount of Rs.24,5O,OOO/- as against the claimed and fully admitted dues ofRs.2,23,g4,L4S.32.Itisalsoobservedthatthoughinitiallythe claimamountoftheFinancialCreditorwasRs.3,3L,g4,LAB,32 but it was subsequently revised upon realisation of Rs.1,08,00,000/- from sale of immovable property of Fersonal Guarantor of cD. The Financial creditor is ta-king a haircut of approximatelY B8%" c. As per the Information Memorandum and the Plan NiL claims were submitted on behalf of unsecured creditors" d"TheResolutionFlarratClause5"TandClauseT"3.3states thatTheResolutionApplicantwillshare21o/ooftherecovery made from any debtor till 2.5 years from the date of approval sha-ll be shared with the secured debtor and 15% of the recoveries made from the proceedings initiated for alleged PUFE transactionswillalsobesharedwiththesecuredfinancial 3^- 3d. 2A

NCI-T, Ct TTACK BENCII lA (lB) Flan No' 3/c812024 cP (lB) No. L0lcBlzozL Creditors.tsoththeseamountswillbepaidoverandabovethe amount ProPosed in the Plan' e.TherearenoDissentingFinancialCreditorsastheplanhas heen approved bY 100% vote. FroposalforoperationalCreditors(includtngEmployees,nVorkmen and StatutorY Dues) f" Total claim amounting to Rs 2,39,63,259'97 was received frorn Operational Creditors other than Workmen & Employees & Statutory Authorities and an amount to the tune of was admitted' The Flan provides Rs"1,84,82,86I"2L1- Rs"50,00o/.paripassuasthefullandfinalsettlementagainst the claims of this category of creditors. The pian states at clause 5.3.1 that since the average fair value of the CD ls approxirnately4g.ovlakhsandthel,fquidationvatruefs approxflmately Rs.27"99 Lakhs and hence in case of iiquidation the operational creditors in terms of section 53(1) of the code is expectedtobeNlL.ThePlanalsoprovidesforprioritypaymentto theOperationalCreditorsoverFinancialCreditors' g. No Claims have been received fronn Workmen and Empioyees. h"R.egardingStatutoryDueS,EPFOhasinitiallyfitedaclaim of R.s.74,3801-which was admitted by the RF' It has been submittedbytheRFintheapplicatiorrarrdstatedbythe ResolutionApplicantinitsplanthataftertheCon0mencententof ctrRF the EPFO raised dues u/s 7A of Employees' Frovid'ent Funds and Miscellaneous Frovisions Act, 1952 (EFF Aat,1952) to the tune of Rs.18,33,5281- but no claim had been filed with respect to the salne before the RP" It has also been stated that RP through the suspended directors had sought to review the (') gr(. fr ---'-' J) 5\ zL

I!CI.T, CUTTACK BENChO !A (lB) Plan ltlo. 3/CB/202a CP (lB) No. L4lcBl2o2t assessment order of the FF dues u/s 78 of the EPF Act,1952 and thesamewasunderadjudicationwhiletheR.esolutionFlanwas f"rled. In the Flan under clause 5.2.4 at page 30 the Resolution Applicant has made a provision of Rs'5,000/- against the claim nnade by the EPFO" In the present application' the RF has submitted that the review application u/s 7ts has been rejected subsequent to the submission of the Flan vide order dated 28.08.2A24. i.trtisobservedthatthoughintheResolutionFtranthetotal amountoftheFlanatClause5.TandinFaraTinF"orrnF{ithas been stated that no settlement amount has been proposed against the EPFO dues but in Clause 5'2'4 at page 30 of the plan theR'esolutionApplicanthasclearlystatedthatitismakinga provision of Rs.S,OOo/' as against the PF dues and also in Clause 5.7 Note 6 at page 38 of the Plan the Resolution applicant has statedthatthetotalliabilityoftheapplicantshallnotexceed beyond Rs.25,05,000/-, which includes Rs'5000/- towards EPFO Ciaims.Furthermore,theRFinthepresentapplicationatFara 34atpagel.5oftheapplicationhasstatedthattheResolution applicant shall infuse funds of Rs' 45,05,5000/-' The Resotution applicant has also submitted a Performance guarantee of RS' 4,50,5001 - i.e" LO%o of the plan value in terms of the RFRP in the accountoftheCD.Consideringallthesefactsitisevidentthat the tota-l value of the plan is Rs.45,05,000/- and not Rs.45,00,0001- as stated in the Plan and Form H and the difference is a mere clerical error' j. As per Clause 5'7 and Clause 7'3'3 of the Plan 5% of the recoveriesmad.efromtheproceedingsinitiatedforallegedPUFE transactions will also be shared with the operational creditors on pari passubasis.

Both these amounts will be paid over and above the amount proposed in the plan' _gd 3A f{cLT, CUTTACK tsENCt{ lA (lB) Flan No" 3/CB/2024 CP {lB)No' L4lcBl2o2n k" No Proposatr has been provided for any other creditors as no Claims were received in F*orm F Implementation of the Plan [. As per Clause 7']' of the Flan the management of the Company after the date of approval of the plan till the of the plan will be done by a Monitoring ir:rplementation comrnittee which will be comprised of (i) "Resolution Professionan asChairman(ii}oneRepresentativeonbehalfoftheR.esolution Applicant. (iii) One representative, nominated by the financia-l creditor no" As per clause 7 '2'L of the plan upon approval of the nesolution plan two escrow accounts shall be maintained with the trDEtrbankoneforrecoveriesofdebtorsandotherfornecoveries fromFUFEtransactionsandwhichwillbeoperatedintermsof the Resolution Plan. n.AsperclauseT,3oftheplantheR'esolutionapplicantwill thependingapplicationsatitsowncostandwillalsoshareany recoveries made from the proceedings with the secured Financial creditor and operational creditors in proportion as described in the Plan.

Compliance uy's 29 A, Regulation 39(a) ,35A and 37 of CIRP R.egulations o" The,{pplicantlRP has also certified that Ndls" Subhalaxmi xnvestrnentAdvisoryPrivatel.imited,theSuccessfulResolution Applicant,hassubrnittedanaffidavitdated20'OL'2024pursuant t'oSection30(1)oftheCodeconfirmingitseligibilityunderSection 29A of the code to submit the resolution plan, and the contents of the said affidavit are in order' s4 gA >-

NCLT, CUTTACK BENCI-I lA (lBlPlan No. 3/cB/2024 cF (tB) lrrto. !.41c812021. p" As per the requirement of Regulation 39(4) of the CIRF Regulations fon performance security, it is stated that the SRA has provided a Performernce tsank Guarantee of Rs. 4,50,500/- , which is also affirmed in the Form-H by the Applicant. q. With regard to compliance under Regulation 35A, it is stated that the application has already been fQiled before the Tribunal and is sub judice and the same shall be continued by the SRA. r" With Regard to Regulation 37 the Resolution Applicant has stated that it is not applicable in its case. 23" The compliance of Section 30(2) of the Code is given in Fara-No" 9 of Fornn FI. The sarne is being further examined as under: a. Section 3O{2)(a}: The Resolution Flan (Section V-Clause 5.1.- Fg. No.48 of the Resolution Plan) states that the Resolution Applicant shall make payment of the actua-l CIRF cost incurred (even if it exceeds the estimated costs) and approved by the COC in priority over payments to any other Creditors. b" Seetlon 3O(2)(b): The Resolution plan states that (seetion V-Clause 5.2.3"1- Fg" No. 51 of the Resolution Plan) As per information memorandum a total claim amounting to Rs.2,39,63 ,259.97 was filed and out of which Rs. i.,84,82 ,867"2L l-was admitted but the liquidation value of the assets of the Corporate Debtor is inadequate to cover the dues of the secuned financial creditors in full in which light operational creditors would neceive nothing ira the event of Xiquidation and hence the Resolution applicant has provisioned to pay Rs.50.0001- pari passu to the Operational creditors towards full and final settlement of dues. s4 (r-[l A J(A 24 t\tc!-T, CurtAeK BEr{c}0 lA (lB) Flan No' 3/Cts/2024 CP (lB) No' 1.41e812021 AsagainsttheGovernrnentduesasobservedinPara24(g}and (h! of thls order, the Plan ptovides for Rs'S,OOO/' for the claims raised to the tune of Rs.74,380/- by EPFO' In case of subsequent recovery as envisaged in clause 7.3 of the resolution plan 5% of the netrecoverywillbepaidonproratabasisoverandahovet.lre above-mentioned amount e.Sectionso(2Xc):FromtheResolutionFlan(SectionIV- ClauseA-Pg.No'22),theResolutionApplicanthasstatedtomake payment of Rs. 23.50 lakhs to the sole secured Financial creditor towards full and final payment of their admitted claim amount of R.s.2.23Crores(approximately)'Alladmitteddebtofthesole Financial Creditor shalt be extinguished upon the approval of this resolution plan and consequent payment by the Resolution Appticant.

There is only one financial creditor' d. Section 30(2)(df: In the Resolution plan it has been envisaged that an Implementation and Monitoring comrnittee cornprising of 3 (three) Persons of which 1 is a R'esolution Frofessional of the cD" x representative of the Resolution Applicant and L person frorn the Financial creditor will be constituted without any further action required from the corporate debtor' e.Sectionso(2}(e}:xnFormHPara4,tlreRFhascertilied that the Resolution Plan does not contravene any of the provisions of the iaw for the time being in force" 5u4"AperusalofR.egulation33wouldclearlyshowthatbyvirtueof mandatorycontentsoftheresolutionplanasdiscussedinthe preceding paragraphs in relation to Section 30 and Section 3l' of the cod.e, the requirement of Reguiation 38 also stands fulfilled. Thus, the resolution plan fulfils all the requirements of Regulation 38 of the CtrRP Regulations. 25" The Resolution F|an inter-alia entails the following: gA --

[\cLT, currAcK BENICFfl lA (lB) Flan Na.3lCsl2a24 IN CP (lB) No. t0lcBl}azt a" No Corporate Restructuring by v/ay of merger, amalgamation and demerger shall be allowed. b. No cancellation of any consents, approva-ls, licenses, concessions, authorizations, permits or the like granted to the Corporate Debtor or for which the Corporate Debtor has made an application for renewal or grant. c. Extinguishment of any/all claims against the Corporate Debtor a-long with related legal proceedings, including criminal proceedings and other proceedings which shali stand abated, settled, and extinguished. d. Xf the implementation of nesolution plan required any approval obtain necessary approvals required under any iaw for the time being in force within a period of one year from the date of the approval of resolution plan by Flon'ble Adjudicating Authority or within such period as provided for in such law, whichever is iater e" Regulation 3 7(h) of the CIRP Regulations, the Resolution Applicant has not proposed any amendments in the constitutional document of the Corporate Debtor in the Resolution Flan. However, the Resolution Applicant shall be at liberty to change the name of Corporate Debtor on approval of the Resolution Plan f" The term of the plan and its implementation schedule is envisaged to be a period of 90 daYs. f,;6. In view of the above discussion, the Resolution Flan strbrnitted by Suhhalaxmf trnvestment Advisory ftut Ltd as approved by the CoC under Seetlon 3O(4) of the Code is herehy authorised for a total Flan \Ialue of'trts" 45.O5.OOO/-( Fortv Five Irakhs and Five Thousand Rupeesl that includes Estimated CIRP Cost of Rs" 2O Lakhs, Rs 24"50 l"akhs as Liability towards Secured Flnancial Creditor, R.s' ec

NCLT, CUfiACK BENCH lA (lB) Plan No. 3/CB/2024 cP (tB) No. 14/CB/2021 towards dues of operational creditors other than SOTOOO/- Statutory dues and Rs.S,OOO/- towards EPFO dues The R.esoiution Plan so approved shall be binding on the corporate Debtor and its employees, members, creditors, including the central Government, any State Government, or any iocal authority to whom a debt in respect of the payment of d"ues arising under any law for the time being i"n force such as authorities to whom statutory dues are owed, guarantors and other stakeholders involved in the Resolution Plan. 27. Under the provisions of section 31(3) of the code, we also direct as under: a) The moratorium order passed by the Adjudicating Authority under Section 14 of the Code on 28"03 .2024 shall cease to have effecfi and b) The Applicant/RP shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the Board to be necorded on its database glcBlzoz4 2g. trn view of the foregoing, IA (IB) (Plan) No. is ALLOWED and DISPOSED OF"

gA ,3& BANWa'RJ I"AT" MEENA DEEP cE-exPne.losnt MEMBER (JUDICIAL} METVIBER (TECHNICAL)