Approval of Resolution Plan - MGI Infra Private Limited

1.1. The present interlocutory application bearing IA (IBC) (Plan) No. 23/2024 was moved on 29.05.2024 by Mr. Sunil Kumar Agrawal, Resolution Professional (RP) of M/s MGI Infra Private Limited, under the provisions of Sections 30(6) 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 of M/s Kabra & Associates, in respect of M/s MGI Infra Private Limited (Corporate Debtor).

1.2. The Corporate Debtor is a company incorporated in 10.10.2011, having registered office at KH No. – 294/3 G/F, Chattarpur, South West Delhi, New Delhi, 110030. It is engaged in the business of providing solution including Design, Supply and Erection of Structure such as Hospitals, Health Centres, Office Building, Warehouses, Hybrid Building Offices, Site Offices etc. using LGSF (Light Gauge Steel Framing) Technology. As discussed in 1st meeting of the CoC on 08.09.2023, the Corporate Debtor has following eight projects:

IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023

IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023

1.3. The underlying Company Petition CP (IB)-182(PB)/2023 was filed by M/s LVS Financial Services Private Limited (Financial Creditor), against M/s MGI Infra Private Limited (Corporate Debtor) 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 09.08.2023 (Admission Order) and Mr. Sunil Kumar Agrawal was appointed as the Interim Resolution Professional (IRP) who was later confirmed as Resolution Professional in the 1st COC meeting convened on 08.09.2023 and vide order dated 19.09.2023 of this Adjudicating Authority.

2. The RP submits that a total of 10 (Ten) CoC meetings have been held during the CIRP period, as follows:

Particulars Date of CoC Meeting 1stCoC Meeting 08.09.2023 2ndCoC Meeting 04.10.2023 3rdCoC Meeting 30.10.2023 4thCoC Meeting 23.11.2023 5thCoC Meeting 22.12.2023 6thCoC Meeting 27.01.2024 7thCoC Meeting 05.03.2024 8thCoC Meeting 05.04.2024 9thCoC Meeting 15.04.2024 10thCoC Meeting 02.05.2024

IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023

3. Collation of Claims by RP

3.1. The IRP made public announcement in Form A on 11.08.2023 in Financial Express (English) and Jansatta (Hindi) newspapers, calling upon creditors of the Corporate Debtor to submit their claims along with the proof on or before 23.08.2023. 3.2. The amounts claimed and admitted and their voting share as finally given in 10th meeting of the CoC held on 02.05.2023 are summarised below: LIST OF FINANCIAL CREDITOR(S) Particulars Number Claim Claim Voting of Received Admitted Share % Claims (Rs.) (Rs.)

Secured Financial None Creditor Unsecured 1 6,00,66,433 5,61,65,577 100 Financial Creditor- LVS Financial Services Private Limited Total 1 6,00,66,433 5,61,65,577 100

LIST OF OPERATIONAL CREDITORS Particulars Total Claim Claim Voting No. of Received Admitted Percentage Claims (Rs.) (Rs.) Government 6 75,87,36,199 69,25,92,702 Nil Authorities Workmen None Employees 8 13,63,412 13,32,412 Nil (Non-Related Party) IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023

Employees 1 9,60,500 9,60,500 Nil (Related Party- Nikita Jaju) Other 7 73,91,069 69,44,636 Nil Operational Creditors (Non- Related Party) Other 1 14,69,098 1,12,208 Nil Operational Creditor (Related Party – A Periwal & Co.) Total 23 76,99,20,278 70,19,42,458 Nil

3.3. Following Registered Valuers were appointed, as resolved in the 2nd Meeting of CoC convened on 04.10.2023:

S. No. Name Assets A. M/s G. N. Fair Valuation Plant & Machinery Pvt. Ltd. Mr. Govind Panchal B. Mr. Brahampal Bhardwaj Plan & Machinery C. Gyaneshwar Sahal Security & Financial Assets D. Mr. Chandan Bhatia Security & Financial Assets

3.4. Valuation of the Corporate Debtor is as follows:

Fair Value 1,18,94,150 Liquidation Value 73,73,898

3.5 The Applicant has filed a Compliance Certificate in 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 have been annexed to the application i.e., IA/23/2024 as ANNEXURE A- 19. IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023

4. Evaluation and Voting

4.1 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 Potential Resolution Applicants (PRAs) was issued on 07.10.2023, re-issued on 01.11.2023, again re-issued on 26.11.2023 and 25.12.2023. Form G was also published on the website of the Insolvency and Bankruptcy Board of India (IBBI). Request for Resolution Plan (RFRP) was issued on 22.12.2024. As per the latest Form G dated 25.12.2023, EOI was to be submitted by 09.01.2024 and Plans by 09.03.2024.

4.2 In the meanwhile, since, CIRP period of 180 days were expiring on 05.02.2024, Application bearing IA/282/2024 was filed by the RP for extension of CIRP period by 90 days w.e.f from 06.02.2024 to 06.05.2024 and the same was allowed vide order dated 23.01.2024.

4.3 The Applicant submits that in response to the invitation for EoI i.e., Form G dated 25.12.2023, one EOI has been received from M/s Kabra and Associates, Mumbai with EMD, uptil last date of submission of EoI i.e., 09.01.2024. While one more EoI was received from M/s One City Infrastructure Pvt. Ltd., who subsequently sought refund of EMD and thus RP made refund to M/s One City Infrastructure Pvt. Ltd. Receipt of EoI from M/s Kabra and Associates, Mumbai was discussed in 6th meeting of CoC convened on 27.01.2024.

4.4 The Applicant submits that upon receipt of request from single PRA i.e., M/s Kabra and Associates, last date for submission of plan was extended by 20 days i.e., from 09.03.2024 to 29.03.2024 in the 7th IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023 meeting of the CoC convened on 05.03.2024.

4.5 The Applicant submits that the Resolution Plan was received from the only PRA i.e., M/s Kabra and Associates via email on 20.03.2024 and hard copy via Bluedart on 30.03.2024 and the same was discussed in the 8th meeting of COC convened on 05.04.2024. The Resolution Professional presented sealed cover containing Resolution Plan to the COC members and it was decided that plan will be presented to the COC for consideration and negotiation with M/s Kabra and Associates / Successful Resolution Applicant (SRA) in the next meeting. It was further decided that Resolution Plan will be provided to the CoC only after taking confidential undertaking from the CoC members.

4.6 The Applicant submits that in the 9th CoC convened on 15.04.2024, the Resolution plan received was opened by the RP and was placed before COC wherein an Authorized Representative from the only SRA, M/s Kabra and Associates presented the Plan before the CoC. The Resolution Professional apprised the SRA about certain corrections to be carried out in the Plan and further CoC to make remittance of CIRP cost upto closure of CIRP; to improve remittance to Financial Creditors and Workmen & Employees. After carrying out changes and inculcating suggestions, the SRA was asked to submit revised plan on or before 23.04.2024 by 6:00 pm. On request from the SRA, Resolution Professional extended the last date of submission of revised Resolution Plan from 23.04.2024 to 30.04.2024 by 6:00 pm.

4.7 In the 10th meeting of CoC convened on 02.05.2024, the RP apprised CoC about receipt of revised Resolution Plan on 02.05.2024 at 1:34 pm via email. The CoC condoned the delay in submission of the revised Resolution Plan. Authorized IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023

Representative from the SRA presented highlights of the revised Resolution Plan to the CoC members and the RP submitted compliance report pursuant to Section 30(2) of the Code read with Regulation 37, 38 and 39 of the CIRP Regulations, to the CoC. The RP further apprised the CoC that he had appointed an independent agency namely Dcirrus for conducting due diligence as per section 29A of the IBC, 2016 and as per report furnished by Dcirrus, the SRA i.e., M/s Kabra and Associates is not barred under any of the clauses of Section 29A of the Code from submitting Resolution Plan for the Corporate Debtor.

4.8 Thereupon, revised Resolution Plan as submitted by M/s Kabra and Associates was put to vote in the 10th meeting of the CoC and the CoC comprising sole Financial Creditor i.e., M/s LVS Financial Services Pvt. Ltd. voted in favor to approve the Plan.

4.9 Therefore, the resolution Plan of of M/s Kabra and Associates was approved with 100% vote in favor in the 10th meeting of the CoC convened on 02.05.2024 and the same is summarized in following manner: Particulars Voting Share % Voting for resolution Plan Unsecured Financial 100% Voted for Creditor- M/s LVS Financial Services Private Limited Total 100 Plan Approved

4.10 Furthermore, RP also presented summary of Valuation Report of Assets before the COC in the 10th Meeting of CoC and undertook to provide the Valuation Report to the CoC members after receiving undertaking on confidentiality.

IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023

4.11 Since, the CIRP period after availing extension of 90 days already was expiring on 06.05.2024, it was discussed in the 10th meeting of the CoC that that CIRP period may be extended by 60 more days i.e., uptill 05.07.2024. Application bearing IA-2817/2024 was filed before this Adjudicating Authority seeking extension of 60 days w.e.f 07.05.2024 uptill 05.07.2024 and the same was allowed vide an order dated 29.05.2024.

4.12 The Applicant submits that the value of Plan is INR 93.12 Lacs and SRA has deposited a bid bond of INR 10 lacs.

5 Details of Resolution Plan/Payment Schedule

5.1 The SRA, M/s Kabra and Associates, a certified company under ISO 9001:2008 is engaged in the business of developing, building and managing property and other allied real estate related services, catering to individuals and corporate customers in Mumbai’s landscape. The SRA is stated to have experience in turnaround of distressed companies, as described in the Resolution Plan, which is annexed along with Form H in this Application as Annexure A-19.

5.2 The SRA ascertained the cause of default to be shortfall in cash flows from reduction in margins, resulting in sharp decline in level of operations due to covid 19, thereby leading to inadequate cash flows for servicing its liabilities.

5.3 The SRA proposes to address the causes of default with better financial management and reduced debt, by which Corporate Debtor will eventually turn around and get operational synergy as it is backward integration for the SRA. Further, it is estimated by the SRA that capex and working capital of approx. INR 50 lacs over IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023 the next 12 months would be required to scale up the operations of the Corporate Debtor. Further, SRA proposes to use the technology of the Corporate Debtor as a backward integration for its own real estate projects, which will help in maintenance of a healthy margin and continuous work flow for the corporate debtor.

5.4 The SRA has put forth the financial proposal to be distributed/ appropriated in the following manner:

IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023

Since in the above layout, payment to workmen / employees is not in accordance with the section 30(2), we vide order dated 02.09.2024 directed RP and SRA to furnish response in this regard. Pursuant to the said order dated 02.09.2024, the RP furnished a clarification dated 23.09.2024 whereby the RP states that the SRA has undertaken to provide full payment i.e., INR 13.32 Lacs.

5.5 In view of the above, total value of Financial Proposal stands to to the tune of INR 93.12 Lacs.

5.6 Additionally, the SRA has undertaken to incur additional Capital Expenditure and Working Capital to the tune of INR 50 Lacs within next 12-24 months.

5.7 The Resolution Plan defines the Effective Date to be date when

IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023

Resolution Plan of the SRA i.e., M/s Kabra and Associates is approved.

6 Compliance of the Resolution Plan with various provisions: Details of various compliances as envisaged under section 30 of the Code and Regulation 37 and 38 of the CIRP Regulations 2016, which is reproduced hereunder: Relevant Provisions of Reference Whether Provision Section 30 of the complied Code / Regulation Sec. Provides for the The Resolution Plan provides for 30(2)(a) of payment of payment of unpaid resolution Yes the Code insolvency process cost estimated at Rs. 35 resolution process lacs within 45 days of NCLT costs in a manners approval specified by the Board in priority to the repayment of other debts of the Corporate Debtor Sec. I. Provides for the The claim of the operational 30(2)(b) of repayments of the creditors to the tune of Rs. Yes the Code debts of 7019.41 lacs have been admitted operational by the RP. creditors in such Pursuant to the same an amount manner as may of INR 20.38 Lakh was proposed be specified by to be paid to paid to all the the Board which Operational Creditors. shall not be less Out of this amount, INR 0.60 than the amount Lakh was proposed to be paid to to be paid to the Employees (Non-related Party) operational whose claim to tune of INR 13.32 creditors in the Lakh was admitted. Since the event of proposed payment aforesaid to the liquidation of the Employees, was not in consonance corporate debtor with section 30(2)(b) read with or under section section 53, the RP has furnished 53 clarification dated 23.09.2024, wherein it is stated that SRA has undertaken to pay complete admitted amount to the Employees i.e., INR 13.32 Lakh. With aforesaid additional undertaking by SRA in favour of IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023

Employees, now the total payment being proposed to the Operational Creditors (Non – Related Parties) stands at INR 33.1 Lacs. Further also in light of Jet Airways Case, EPFO dues are being proposed to be paid in full. Sec. II. And provides for As of now there is no dissenting 30(2)(b) of payment of debts Financial Creditor. Nonetheless, Yes the Code of financial SRA has undertaken that in the creditors who do eventuality of there being any not vote in financial creditor who does not favour of the vote in favour of the resolution resolution plan, plan, the resolution applicant will in such a make payment as envisaged under manner as may this section in accordance with be specified by the provisions of the code. the board, which shall not be less than the amount to be paid to such creditors in accordance with sub section (1) of section 53 in the event of liquidation of the Corporate Debtor Sec Provides for the Kabra & Associates would be 30(2)(c) management of the having its nominee(s) on the Board Yes affairs of the to manage the company. corporate debtor after approval of the resolution plan Sec Term of the plan, From the date of approval of the 30(2)(d) & implementation plan by Adjudicating Authority till YES Regulation schedule and payment of the last instalment as 38(2)(c) supervision of the per the Resolution Plan i.e., resolution plan payment of the committed amount to the Financial Creditors (Lenders), an Implementation and Monitoring Committee (IMC) shall co-ordinate in implementation of the Resolution Plan by the Resolution Applicant. This Committee shall include a total of IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023

3 members of which 1 nominee from the financial creditors, to safeguard the concern/ interests of the Lenders, 1 nominee from Resolution Applicant and the RP shall be part of the IMC. The fee of RP shall be decided in consultation with the members of the IMC and shall not exceed Rs. 50,000/- per month. The new Board nominated as per Clause 7 of the Plan (Management of Corporate Debtor after approval of the Plan) shall be responsible for the supervision of the day-to-day affairs of the Corporate Debtor including the payment to the Financial Creditors and Board shall keep IMC informed of progress in implementation of plan from time to time. The new board shall take over management control of the Corporate Debtor, immediately upon approval of the Resolution Plan by the Adjudicating Authority ("Take Over Date"). The RP shall handover the management control of the CD within 30 days of approval of the plan by NCLT. The Board shall be responsible for operating the Corporate Debtor as a going concern with responsibility to brief Implementation and Monitoring Committee till the payment as envisaged under the Resolution Plan is made, post which the IMC shall cease to exist.

Sec. Does not Kabra & Associates has prepared 30(2)(e) contravene any of the Resolution Plan Plan after YES the provisions of the taking into consideration law for the time compliance of all applicable laws being in force and regulations and shall not contravene any of the provisions of the law for the time being in force. Regulation Transfer of all or The Resolution Plan does not 37(a) & (b) part of the assets of envisage transfer or sale of any of YES IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023 the corporate debtor the assets of the Corporate to one or more Debtor. persons; sale of all or part of the assets whether subject to any security interest or not Regulation the substantial The Resolution Applicant proposes 37(c) acquisition of to cancel entire existing Paid up YES shares of the share capital of the Corporate corporate debtor, or Debtor and accordingly, the the merger or existing Paid-up equity the share consolidation of the capital of Rs. 150 lacs shall stand corporate debtor reduced to NIL on the Effective Date and all the rights of the existing shareholders shall stand cancelled.

Fresh equity shares of Rs. 20 lakhs at par shall be issued to the Resolution Applicant and/or its nominees. Regulation Cancellation and The entire existing paid-up share 37(ca) delisting of any capital of the Corporate Debtor YES shares of the shall stand cancelled as envisaged Corporate Debtor under the Resolution Plan and pending such cancellation all rights of the existing shareholders shall stand suspended other than that required for the purpose of completing statutory compliances. The Corporate Debtor is not listed on stock exchange and therefore de-listing is not applicable. Regulation Satisfaction or Charge on all the company’s 37(d) modification of any assets are proposed to be satisfied YES security interest upon payment of the amount as envisaged under the Resolution Plan. Regulation Curing or waiving of The debts of various parties due 37(e) any breach of the from the corporate debtor are YES terms of any debt proposed to be settled / due from the restructured / waived as provided corporate debtor under the Resolution Plan. Regulation Reduction in the Amount proposed to be paid to 37(f) amount payable to various creditors, is reduced YES the creditors amount from amount of liability, details of which are already given IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023 above in paragraph 5 above.

Regulation Extension of a The Resolution Plan proposes to 37(g) maturity date or a make payment within 45 days YES change in interest from the date of approval of the rate or other terms Resolution Plan by NCLT and of a debt due from therefore no extension of maturity the Corporate date or change of interest rate is debtor proposed under the resolution plan. Regulation Amendment of the No amendment of the 37(h) constitutional constitutional documents of the YES documents of the corporate debtor is proposed corporate debtor under the Resolution Plan. Regulation Issuance of Fresh equity shares of Rs. 20 37(i) securities of the lakhs at par shall be issued by the YES corporate debtor, Corporate Debtor to the for cash, property, Resolution Applicant and/or its securities, or in nominees, for the monies brought exchange for claims in by them to make payments as or interests or other per the resolution plan, against appropriate the cancellation of the existing purpose. share capital. Regulation Change in portfolio No amendment or change in the 37(j) of goods or services portfolio of goods or services YES produced or produced or rendered by the rendered by the corporate debtor is envisaged / corporate debtor proposed at this stage.

Regulation Change in There is no change in the 37(k) technology used by technology proposed. YES the Corporate Debtor Regulation Obtaining Certain required approvals of the 37(l) necessary approvals Central and State Governments YES from the Central are already in place for the and State operation of the business. governments and other authorities. A prayer has been made in this resolution plan for extending/renewing any expired approval relating to the business of the Corporate Debtor. Regulation The amount due to As per Resolution Plan, the 38(1) the operational Operational Creditors are being YES creditors under a paid within 45 days of the resolution plan approval of the Resolution Plan shall be given and also Financial Creditors are priority in payment being paid within 45 days from IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023 over financial the date of NCLT approval of creditors Resolution Plan, resulting in operational creditors getting priority in payment over financial creditors. Regulation Dealing with I. Financial Creditors are 38(1A) interests of all stake proposed to be paid an amount YES holders including of Rs. 25.02 Lakhs against financial creditors admitted claims of Rs. 561.66 and operational Lakhs within 45 days of NCLT creditors approval of Resolution Plan.

II. Other stake holders are proposed to be paid / settled as under: III. All Operational Creditors dues (other than related parties) are proposed to be paid Rs. 33.10 lakh including 100% payment towards employees and EPFO dues, within 45 days of approval of the Scheme by NCLT. IV. Operational creditors dues (Statutory Authorities - EPFO) are proposed to be paid Rs. 10.79 Lakhs towards their dues, within 45 days of approval of the Scheme by NCLT which is 100% of their claim. V. Workmen and employee claims are Rs 13.32 lakh. They are being paid in full within 45 days of NCLT approval as a relationship und welfare measure to the unrelated employees. VI. The related operational creditors and related employees will not be paid any amounts under the resolution plan. VII. The entire existing Paid up share capital of the Corporate Debtor shall stand cancelled and the existing Paid-up equity share capital of Rs. 150 lacs shall stand reduced IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023 to NIL on the date when the resolution plan of the Corporate Debtor is approved ("Effective Date") All the rights of the existing shareholders shall stand suspended till the cancellation of the existing paid-up capital.

Fresh equity shares of Rs. 20 Lakhs shall be issued to the Resolution Applicant and/or its nominees. VIII. The amounts due to related parties of the promoters / guarantors of the CD if any are proposed to be waived in full and no payment is envisaged to these related parties. Regulation Whether the Kabra & Associates (Resolution 38(1B) Resolution Applicant) or any of its related YES Applicant or any of parties hasn't failed to implement its related parties or contributed to the failure of has failed to implementation, in past of any implement or resolution plan approved under contribute to failure the Insolvency and Bankruptcy of an Code ("Code"). 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  Resolution applicant proposes 38(2)(a) and its to make payments of Rs.25.02 YES implementation Lakhs to the financial creditors schedule within 45 days of NCLT approval of Resolution Plan.  All Operational Creditors dues (other than related parties) are IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023 proposed to be paid Rs. 20.38 lacs including 100% payment towards employees and EPFO dues, within 45 days of approval of the Scheme by NCLT.  The amounts due to related parties of the promoters / guarantors of the CD if any are proposed to be waived.  Unpaid Resolution process cost estimated at Rs. 35 lakhs is proposed to be paid in priority to payment for other debt, within 45 days of NCLT approval, more particularly described in clause 6 of the Resolution Plan.

The resolution applicant has undertaken that it will ensure that the resolution plan is implemented and supervised suitably. Regulation Management and The Implementation and 38(2)(b) control of the monitoring committee (IMC) shall YES business of supervise the implementation of corporate debtor the Resolution Plan with the help during term of of newly constituted Board or resolution Plan Directors. IMC shall be constituted immediately after the approval of Resolution Plan by the Adjudicating Authority. The appointment to the Board of Directors shall be made within 30 days from the approval of the Resolution Plan. Regulation A resolution plan The reason for default / losses can 38(3) shall demonstrate be attributed to shortfall in cash YES that-flows and working capital from (a) It addresses the reduction in margins, resulting in cause of default; sharp decline in level of (b) It is feasible and operations due to covid, thereby viable; leading to inadequate cash flows (c) It has provisions for servicing its liabilities. IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023 for its effective implementation; The resolution plan has addressed (d) It has provisions the causes of default.

SRA has for approvals proposed, through better required and the management control, infusion of timelines for the additional funds for working same; and capital, and bringing down the (e) The resolution total debt to a sustainable level, applicant has the endeavoured to turnaround the capability to company by improving its top-line implement the and bottom-line. A viable and resolution plan workable resolution plan has accordingly been prepared. The resolution applicant, has the capability/ appropriate resources for effective implementation. Further under relief and concession, Six (6) months as grace period have been sought to comply with statutory and regulatory requirements.

7 Implementation and Supervision of the Plan: The Resolution Applicant has proposed that upon approval of the Resolution Plan, the Implementation and Monitoring Committee (IMC) shall supervise the implementation of the Resolution Plan with the help of newly constituted board, until the last instalment is paid under the plan. IMC shall comprise of: 1. One (1) nominee from the Financial Creditor; 2. One (1) nominee from the Resolution Applicant; and 3. Resolution Professional

While, the new board comprising of two (2) directors nominated by the RA shall take over management control of the Corporate Debtor, on the approval of the Resolution Plan by the Adjudicating Authority. IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023

8 Term of the Resolution plan and implementation schedule: The RA proposes to pay estimated CIRP Cost and all stakeholders within 45 days of the effective date i.e., date of approval of the Resolution by this Adjudicating Authority. Further, Applicant undertakes to bring in INR 20 lacs towards issue of equity capital within 45 days from the effective date. The RA further undertakes to infuse capex and working capital to the tune of INR 50 lacs, as and when required within 12 – 24 months from effective date. Infusion of Funds along with timeline has been already discussed above in paragraph 5.

9 The Applicant submits that the SRA has submitted an affidavit with respect to its eligibility under section 29A of the Code as required by Regulation 39(1)(a) and also complies with the requirements under Regulation 39(1)(c) of the CIRP Regulations, which is available at page 276 of this Application.

10 Details On Fraudulent and Avoidance Transaction

10.1 No details have been provided with respect to any Preferential, Undervalued, Fraudulent and Extortionate Transactions. No Application for avoidance of such transactions, if any has been filed so far. The Plan however states that in the event an avoidance application be initiated by the SRA, the same be treated in the following manner:

IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023

Be that as it may, we observe that no avoidance application has been filed so far and will be dealt with in accordance with law, as and when filed before this Adjudicating Authority.

11 Infusion of funds

11.1. The RA has proposed an amount of Rs. 93.12 Lacs out of which INR 20 lacs is proposed to be inducted through equity. Further, the RA has declared that it has a net worth of Rs. 152.23 crores and it has further bank balance to the tune of INR 4.57 crores as on 31.02.2023. Thus, their resources are sufficient to meet the financial obligations under the Resolution Plan. 11.2. Apart from the above, the balance shall be introduced from own resources by way of unsecured loans, loans from NBFC, friends and relatives. If required, SRA may also raise secured loans.

IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023

11.3. The RA may raise fresh working capital to ensure regular supply of raw material and also adequate non-fund-based limits to open letter of credit and also issuance of bank guarantees wherever required. 12. Findings

12.1 RP has submitted that RP has perused the Resolution Plan and found the same is in compliance with the provisions of section 30 of the Code and Regulations 37, 38, and 39 of the CIRP Regulations. RP has provided necessary details with respect to compliance under these provisions in Form H. Further, satisfaction as to compliance with section 30 of the Code, regulation 37 and 38 of the CIRP Regulations have been recorded above in paragraph 6 above.

12.2 We note that no objection has been raised against the proposed Resolution Plan and the same has been approved by the CoC comprising of sole unsecured Financial Creditor i.e., M/s LVS Financial Services Private Limited, with 100% votes in favour of the Resolution Plan.

12.3 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 CIRP Regulations, 2016.

12.4 The RA has prayed for certain reliefs, waivers and concessions as enumerated under the Resolution Plan approved by the CoC and stated that the Adjduciating Authority’s refusal to grant any relief or concession will not affect the terms or implementation of this Resolution Plan. Thus, it is ordered that the reliefs, concessions and waivers sought by the Successful Resolution Applicant will be dealt with strictly as per law.

12.5 As far as the question of granting time to comply with the statutory obligations / seeking sanctions from governmental authorities is IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023 concerned, the Resolution Applicant is directed to do the same within one year as prescribed under section 31(4) of the Code.

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

13. Order

13.1 Subject to the observations made in this Order, the Resolution Plan of INR 93.12 Lacs (Rupees Ninety-Three Lacs and Twelve Thousand Only) is hereby approved. The Resolution Plan along with clarification dated 23.09.2024 furnished by RP shall form part of this Order.

13.2 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.

13.3 Further it is to be noted that Regulation 31A of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 provides that a regulatory fee calculated at the rate of 0.25 per cent of the realisable value to creditors under the resolution plan approved under section 31, shall be payable to the Insolvency and Bankruptcy Board of India, where such realisable value is more than the liquidation value.

13.4 In the present case, Liquidation Value is 73,73,898/-, while the value proposed to be distributed is INR 93.12 Lacs. Hence, taking the mandate of Regulation 31A into consideration, the RA is directed to pay the Regulatory fee of an amount of INR 20,100/- (i.e.0.25% of the resolution plan value) in addition to the plan IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023 value to be payable to the Insolvency and Bankruptcy Board of India.

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

13.6 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.

13.7 IA (IBC) (Plan) No. 23/2024 filed for approval of Resolution Plan stands approved.

13.8 The liberty is hereby granted for moving any appropriate application, if required in connection with the implementation of this Resolution Plan.

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

13.10 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.

13.11 The Resolution Professional is further directed to hand over all the records, premises/factories/documents available with it to the Resolution Applicant to finalise the further line of action required for starting of the operation. The Resolution Applicant shall have access to all the records, premises/factories/ documents through IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023 the Resolution Professional to finalise the further course of action required for starting of operations of the Corporate Debtor.

13.12 The Registry is hereby directed to send e-mail copies of the order forthwith to all the parties and their Ld. Counsel for information and for taking necessary steps.

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

13.14 Company Petition No. (IB)-182(PB)/2023 is Disposed of, along with all pending IAs, if any.

13.15 File be consigned to record storage (current).

Sd/- (RAMALINGAM SUDHAKAR) PRESIDENT

Sd/- (AVINASH KUMAR SRIVASTAVA) MEMBER (TECHNICAL)

IA(IBC)(PLAN) No. 23/2024 in CP(IB) No.182(PB) of 2023