Approval of Resolution Plan - Multi Flex-Lami-Print Limited

NATIONAL COMPANY LAW TRIBUNAL COURT-V, MUMBAI BENCH 2. IA(PLAN)/100/2024 C.P. (IB)/907(MB)2021 IN THE MATTER OF M/s. Pallav Chemicals and Solvents Private Limited VS M/s. Multi-Flex Lami-Print Limited U/s 9 of the Insolvency and Bankruptcy Code, 2016 Order Delivered on 11.12.2025 CORAM: SH. MOHAN PRASAD TIWARI SH. CHARANJEET SINGH GULATI MEMBER (J) MEMBER (T) Appearance through VC/Physical/Hybrid Mode: For the Petitioner: For the Respondent: ORDER IA(PLAN)/100/2024: The above IA is listed for pronouncement of the order. The same is pronounced in open court, vide a separate order.

Sd/- Sd/- CHARANJEET SINGH GULATI MOHAN PRASAD TIWARI Member (Technical) Member (Judicial) //Zakir//

NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT – V I.A. NO. 100 OF 2024

Section 30(6) and Section 31 of The Insolvency and Bankruptcy Code, 2016 r/w Regulation 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016; IN CP (IB) NO. 907 OF 2021

Mr. Ram Singh Setia 1004, Tower - B, Celestia Spaces, Tokreshi Jivraj Road, Sewri, Off Zakaria Bunder Road, Mumbai - 400015 … Applicant/ Resolution Professional

IN THE MATTER OF Pallav Chemicals and Solvents Private Linited 253,Shivshakti Industrial Estate, M.V Road Marol, Andheri (E), Mumbai - 400058 … Petitioner/Operational Creditor Versus Multi Flex-Lami-Print Limited 1st Floor, 396, VS Margsiddhivinayak Temple Prabhaderi, Mumbai - 400025 … Corporate Debtor

Order Pronounced on: 11.12.2025

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Coram: Sh. Mohan Prasad Tiwari, Hon’ble Member (Judicial) Sh. Charanjeet Singh Gulati, Hon’ble Member (Technical)

Appearance through VC/Physical/Hybrid Mode: For the RP: Adv. Kunal Kanungo a/w Adv. Pratiksha Kankariya (PH) For the Respondents: - ORDER I.A. NO. 100 OF 2024 1. This present IA filed on 15.10.2024 by, Mr. Ram Singh Setia, Resolution Professional (‘the Applicant’) of M/s Multi Flex-Lami-Print Limited (‘Corporate Debtor’) under Section 30(6) and Section 31 of the Insolvency and Bankruptcy Code, 2016 (‘the Code’) read with Regulation 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (‘CIRP Regulation 2016’) with following prayers: a. That this Hon'ble Tribunal be pleased to allow the present Application; b. That this Hon'ble Tribunal be pleased to approve the resolution plan of the SRA i.e., consortium of Arcade Casters and Mr. Nand Kishore Agarwal as approved/ agreed upon by the requisite majority of the CoC by 67.93% votes in the 18th CoC meeting dated 19.07.2024, 23.07.2024 and 25.07.2024; and c. That this Hon'ble Tribunal be pleased to pass such other and further orders as this Hon'ble Tribunal may deem fit and appropriate in the facts and, circumstances of the present case.

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Brief Facts as per the Application:

2. The Corporate Insolvency Resolution Process (‘CIRP’) of M/s Multi Flex- Lami-Print Limited (‘Corporate Debtor’) was initiated by this Tribunal vide order dated 31.03.2023 under Section 9 of the Code (‘said order’). Pursuant to the said order, Mr. Subhash Laxminarayan Nathuramka was appointed as the Interim Resolution Professional (IRP) of the Corporate Debtor.

3. Subsequent to the admission of the petition for CIRP, IRP published the FORM A on 04.04.2023 inviting claims from creditors. The last date of submission of claim was 18.04.2023.

4. Following the Public Announcement, the IRP received claims from the creditors and verified the same, in accordance with Section 21(1) of the Code and Regulation 17(1) of CIRP Regulations, the Applicant constituted the Committee of Creditor (‘CoC’) on 26.04.2024. The details of the creditors of the Corporate Debtor are reproduced below:

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5. After the constitution of CoC, in their 1st CoC meeting convened on 03.05.2023, the IRP presented the agenda noting the formation of the CoC and the transfer of assets and accounts from the suspended director.

6. In the 3rd CoC meeting held on 07.07.2023, the CoC passed a resolution to replace the IRP with the Applicant herein i.e., Mr. Ram Singh Setia, to continue the CIRP. Vide Order dated 08.08.2023, the Tribunal allowed to replace IRP with the Applicant. The IRP published the FORM G on 28.07.2023 whereby the last date of submission of Expression of Interest (EOI) was 27.08.2023

7. In 4th CoC meeting dated 28.08.2024, for the purpose of determining Fair Value and Liquidation Value of Assets of the corporate debtor, it was decided to appoint two Registered valuers in compliance with Regulation 27 of the said IBBI (CIRP) Regulations, 2016.

8. The Information Memorandum (IM) was submitted in July 2023 and updated up to May 2024. In the 5th CoC meeting on 13.09.2023, the CoC decided to issue a Form G, which was published on 07.10.2023. Eight EOIs were received, and the final list of PRAs was issued on 07.11.2023, with 10.12.2023 as the last date for plan submission. In the 12th CoC meeting on 01.02.2024 (adjourned to 03.02.2024), members suggested suspending the existing plan and issuing a new Form G. Accordingly, a fresh Form G was published on 20.04.2024, thereafter five EOIs were received, and the final list of PRAs was issued on 14.05.2024.

Sr. No. Name of Entity 1. M/s. Arcade Casters in consortium with Mr. Nand Kishore Agarwal 2. M/s. Hanumanta Tradecom 3. M/s. Real Value Infotech Project Private Limited

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4. M/s. Resurgent Property Ventures Private Limited in consortium with Mr. Sanjay Lodha 5. Mr. Navneet Garg

9. In the 16th CoC meeting on 04.07.2024, the Applicant informed that only one resolution plan was received from the Consortium of Arcade Casters and Mr. Nand Kishore Agarwal. The CoC noted that the plan amount remained very low, with no improvement from the earlier submission.

10. In the 18th CoC meeting on 19.07.2024, the Applicant confirmed receipt of the revised plan and compliance certificate. The SRA was asked to shorten the implementation timeline and enhance the plan value. The meeting resumed on 23.07.2024 after receipt of the revised plan.

11. The SRA’s resolution plan was put to vote on 29.07.2024, and upon requests from CoC members, the voting period was extended and finally concluded on 27.09.2024. The Resolution Plan of the Consortium of Arcade Casters and Mr. Nand Kishore Agarwal (‘Successful Resolution Applicant/SRA’) was approved by the CoC of the Corporate Debtor with 67.93% votes in favour.

12. The Applicant submits that the Resolution Applicant provided an affidavit under Section 29A of the Code, confirming their eligibility while submitting the EOI documents on 18.12.2023.

13. Vide daily order dated 26.08.2025, the Tribunal made certain observations relating to the CIRP costs. It was further noted that the balance sheet of the Corporate Debtor had not been prepared since the year 2013. Additionally, claims of the MVAT Department amounting to Rs. 177 crore and of the Income Tax Department amounting to approximately Rs. 16 crores have been admitted as Operational Creditor claims.

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14. The Applicant, through an Additional Affidavit dated 14.10.2025, submitted that the total CIRP cost up to 31.08.2025 is Rs. 1,24,17,769/- , as approved in the 21st CoC meeting. The Applicant clarified that the Resolution Plan provides Rs. 75 lakhs towards CIRP costs, and any excess will be adjusted from Financial Creditors’ allocations. Further, Form H reflects an estimated liquidation/CIRP cost of Rs. 2 crores under Regulation 39B, applicable only in the event of liquidation. If the Resolution Plan is approved, no contribution of Rs. 1,98,44,681/- would be required, as the amount is reduced owing to available liquid assets of Rs. 1,55,319/-.

15. The Applicant further stated in Additional Affidavit that the Suspended Board did not provide the Corporate Debtor’s books, requiring reconstruction of accounts using bank details received from CoC members. Several bank statements are still awaited, and the accounts can be completed only after their receipt and CoC approval for auditor appointment. It is also stated that no MVAT returns have been filed since FY 2013–14 and no Income Tax returns since FY 2012–13. Form B dated 18.04.2023 (Income Tax) and Form B dated 28.07.2023 (MVAT & CST) are placed on record.

Brief background of the SRA - Consortium of M/s. Arcade Casters and Mr. Nand Kishore Agarwal:

16. It is submitted that, M/s. Arcade Casters incorporated on 12.03.2020, a Proprietorship firm managed by Mr. Devansh Agarwal. It is engaged in the commerce of industrial Project under liquidation Decommissioning, Dismantling-Demolish and Buying surplus assets of Old Industrial Units & Plants, Machinery Refurbishment and Scrap Trading. Mr. Nand Kishore Agarwal is a seasoned business owner and the visionary founder of Jhabarmal Pooranmal, a FMCG company processing pulses and diversified in the filed of finance and real estate.

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Valuation of the Corporate Debtor: Plant & Machinery Land & Building Sr. Liquidation Liquidation Name of Valuer Fair Value Fair Value No. Value Value 1. Ankit Gupta 3,75,03,970 2,62,52,779 - - 2. M.A. Attar 3,85,51,512 3,08,41,209 - - 3. Vivek M Jagtap - - 10,93,12,361 8,73,37,381 4. Kedar Pustake - - *11,73,15,934 *9,37,22,425 Total 7,60,55,482 5,70,93,988 22,66,28,295 18,10,59,806 Average Values 3,80,27,741 2,85,46,994 11,33,14,147.5 9,05,29,903

Total Average Fair Value of Total Assets – 15,13,41,888.5 **Total Average Liquidation Value of Total Asset – 11,90,76,897

* It is noted that as per the valuation report of Kedar Pustake, the fair value is Rs. 11,73,15,934 and the liquidation value is Rs. 9,37,22,425. (Page 254) However, in the Convenience Proforma submitted by the Applicant, these figures were erroneously reflected as Rs. 11,73,16,434/- (fair value) and Rs.9,37,22,435/- (liquidation value) for land and building. ** It is further noted that the Total Average Fair Value of total assets and Total Average Liquidation Value of total assets mentioned in the Convenience Proforma as well as in revised Form H is Rs.15,13,42,139/- and Rs.11,90,76,902/- respectively.

CIRP Cost:

17. Vide order dated 26.08.2025, Ld. Counsel of the Applicant seek to place clarification on record as to how the enhanced CIRP cost is proposed to be met out in terms of the Resolution Plan. The tribunal allowed the same and stated the compliance be done within three weeks and further consideration on 16.10.2025.

18. The SRA in the said Resolution Plan, proposes to pay the CIRP Cost amounting to Rs. 75,00,000/- which shall be paid as per the actuals under the resolution plan within 30 days from the date of approval of plan by Tribunal. In the event of any litigation against the Applicant and/ or COC in the relation to any matter pertaining to CIRP of Corporate Debtor after the conclusion of the resolution of the Corporate Debtor then all the legal expenses and any other incidental expenses related thereto

I.A. NO. 100 OF 2024 IN CP (IB) NO. 907 OF 2021 shall be borne by RA. In case the CIRP cost is more than proposed amount then the same shall be paid from the share of the Secured financial creditors in the ratio of their claim. It is also submitted by way of additional affidavit dated 14.10.2025, that up to 31.08.2025, CIRP cost of Rs. 1,24,17,769/- has been approved by CoC in their 21st Meeting.

Earnest Money Deposit (EMD):

19. At the time of submission of the Resolution Plan, the Resolution Applicant deposited an amount of Rs.10,00,000/- as Earnest Money Deposit (EMD) in favour of Corporate Debtor.

20. The amount shall be continued till the Approval of Plan from the Adjudicating Authority and further can be adjusted in the upfront payment in addition to the proposed 10% Performance Guarantee. (Page 139).

Performance Bank Guarantee:

21. In pursuance of Regulation 36(B)(4A) of CIRP Regulations 2016, the Resolution Applicant deposited the Performance Guarantee to the Applicant amounting Rs. 85,00,000/- i.e., 10% of the total resolution plan amount of Rs. 8,50,00,000/- on 03.10.2024. (Page 41)

22. Bank Guarantee will be encashed at the time of payment of first instalment of settlement according with resolution plan. (page 569– Resolution Plan).

23. The Performance Guarantee shall have a validity of 1-year from the date of its issue and shall be subjected to extension/ renewal for further period till the completion of all the payments proposed under the Resolution Plan. The Performance Bank Guarantee shall also have a claim period of 3-months from the date of expiry of such Bank guarantee. (Page 145).

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24. In case the performance Guarantee is not adjusted and returned to the Resolution Applicant then the Resolution Applicant will pay the sum of Performance Guarantee Amount to the financial Creditors. (Page 549– Resolution Plan)

The Amounts provided for the stakeholders under the Resolution Plan is as under: Sr. Category of Sub- Category of Amount Amount Amount Amount Payment No Stakeholde Stakeholders claimed Admitted Provided Provided Schedule. rs under the to the Plan Amount Claimed (%) 1. Secured (a) Creditors not NIL NIL NIL NIL NIL Financial having a right to Creditors vote under Section 21(2) (b) Other than (a) above: (i) who did not 2,13,02, 2,13,02,4 3,21,52,5 1.51% T+30 Days vote in 46,668 6,668 12 favour of the resolution Plan T+120 (ii) who voted 4,43,40, 4,43,40,3 4,33,47,4 0.98% Days in favour of 37,880 7,880 88 the resolution plan Total [(a) +(b)] 6,56,42, 6,56,42,8 7,55,00,0 1.15% 84, 548 4, 548 00 2. Unsecured (a) Creditors not NIL NIL NIL NIL Financial having a right to Creditors vote under Section 21(2) (b) Other than (a) above: (i) who did 12,21,22 12,21,22, 2,65,429 0.22% T+30 Days not vote in ,283 283 favour of the resolution Plan T+30 Days

I.A. NO. 100 OF 2024 IN CP (IB) NO. 907 OF 2021 (ii) who voted 33,79,71 33,79,71, 7,34,571 0.22% in favour ,294 294 of the resolution plan Total [(a) +(b)] 46,00,9 46,00,93, 10,00,00 3,577 577 0 3. Operational (a) Related Party NIL NIL NIL NIL Creditor of the Corporate Debtor (b) Other than (a) above: (i) Governme (i)1,94,4 (i)1,94,45, (i)10,00,0 (i)0.05% T+30 Days nt 5,55,462 55,462 00 (ii) Workmen (ii) NIL (ii) NIL (ii) NIL (iii) Employees (iii) NIL (iii) NIL (iii) NIL (iv) Other than (iv) (iv) (iv) NIL Governme 4,43,83, 4,43,83,0 nt, 00,4 0,4 Workmen and Employee Total [(a) +(b)] 1,98,89, 1,98,89,3 10,00,00 0.05% 38,466 8,466 0 4. Other debts NIL NIL NIL NIL and dues 5. NIL NIL NIL NIL Shareholder s Grand Total 9,01,33, 9,01,33,1 8,50,00,0 T+120 16,591 6,591 00 Days

Supervision of the Resolution Plan from the NCLT Approval Date:

25. A Monitoring Committee would be formed within 7 days from the approval of resolution plan by this Tribunal to oversee day-to-day affairs and management of the Corporate Debtor till the Term of this Resolution Plan or payment to Financial Creditors in full as proposed in this Resolution Plan. (addendum of Resolution plan, page 587)

26. The Composition of the Monitoring Committee is described as follows: a. 1 Financial Creditor who is appointed mutually by the secured Financial Creditors,

I.A. NO. 100 OF 2024 IN CP (IB) NO. 907 OF 2021 b. 1 member appointed by Resolution Applicant (the "Monitoring Committee") and, c. 1 Monitoring Professional (MoPR).

27. The Remuneration of the Resolution Professional shall be as fixed by the Monitoring Committee.

Management and Control of the Business of the Corporate Debtor upon Implementation of Resolution Plan:

28. The Resolution Applicant shall nominate the key employees of the CD, if any, who would take charge of management of the CD, including, nominating the employees of the Resolution Applicant on the rolls of the CD in consultation with the Monitoring Committee. Post taking control of management of the CD, the Resolution Applicant would carry on the business of the CD as a concern. In the manner that it deems fit for making the business of the CD sustainable and in the interest of all its stakeholders. (9.3 clause Page 560 – Resolution Plan)

29. Reconstitution of the Board of Directors of the CD – Upon the RA acquiring management control over CD, the existing suspended Board will be replaced by Reconstituted Board with adequate representation from the members of the RA. The RA shall adopt corporate governance standards strengthening internal policy and processes & support implementation of Resolution Plan after its approval by the NCLT. Further; it proposes to obtain services of leading professional firm to strengthen corporate governance practices. An effective board with honorary independent director is proposed to be built a stabilisation of Company.

Directors will be - 1. Devansh Agarwal 2. Ashish Kumar Agarwal 3. Varnith Agarwal (clause 9.2 Page 559 – Resolution Plan)

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30. Appointment of internal and statutory auditor – The RA shall have the right to replace the existing Internal and statutory auditors of CD and appoint new auditors as deemed fit by the RA upon acquisition of the control over CD pursuant to approval of the Resolution Plan.

31. Retention of employees – The Resolution Applicant shall be at liberty to appoint its own resources including manpower, labour workforce and shall not be bound by order of any governmental authority to appoint any of the old employee / workmen, who left the employment of the CD or follow requirement of employing from particular state or region. Resolution Applicant will follow its own well-designed model of employment which include contractual/ fix term/ probation/ regular or deputation or on consultant basis.

32. From the NCLT Approval Date and until the 120 days from NCLT approval date (“standstill period”), it is proposed that the CD will be supervised by a Monitoring Committee. During the Standstill Period/ the Monitoring Committee shall be responsible for the implementation of the matters connected with and necessary for successfully implementing the Resolution Plan. The Monitoring Committee shall provide such information on the implementation of the Resolution Plan as may be reasonably requested by the Resolution Applicant from time to time.

33. The RA shall adopt corporate governance standards, strengthening internal policy and processes & support implementation of Resolution Plan after its approval. by the NCLT. With effect from the Approval date and until the 120th days from the NCLT Approval Date, the Management of affairs of the CD and all matters connected with and necessary for the implementation of the Resolution Plan shall vest with the Monitoring Committee. Any decision to be made by the Monitoring Committee shall be deemed to have been made if agreed between the representative of the I.A. NO. 100 OF 2024 IN CP (IB) NO. 907 OF 2021 secured financial creditors and the Resolution Applicant forming part of the Monitoring Committee.

34. From the Approval Date until the 120th Day from the NCLT Approval date (both days inclusive) or formation of board whichever is earlier, the following actions shall not be undertaken, unless agreed unanimously by the members of the Monitoring Committee: i. entry by the CD into unrelated line of business. ii. any merger, demerger, re-organization, or d1ssolutfon of the CD. iii. establishment of subsidiaries, joint ventures and/or partnerships by the CO, iv. any issuance or allotment of any securities in favour of -any Person. v. any change to the accounting or tax policies of the CD. vi. giving/ incurring any indebtedness by the CD (other than issue of debentures pursuant to the terms of this Resolution Plan). vii. execute any contract except short term contracts in ordinary course for purchase or sale of goods or services; and viii. any agreement or commitment to do any of the above.

35. After the approval of Resolution Plan by the CoC, the RA shall prior to the NCLT Approval Date agree on the fees, costs and expenses which may be incurred by the Monitoring Committee in discharging its duties as set out above, also the Resolution Applicant Proposes Rs 1,00,000 per month fees to the Monitoring Professional for handling and assisting up to the implementation of the Resolution Plan from the NCLT Approval Date till 120 days from the NCLT Approval date (“the Management Costs”). The Management Costs, including other legal and compliance costs post Approval Date shall be funded from cash flows arising from I.A. NO. 100 OF 2024 IN CP (IB) NO. 907 OF 2021 business of the CD and if not sufficient, shall be brought in by the Resolution Applicant. (Page 562 – Resolution Plan)

36. The Monitoring Committee shall have the power to delegate all or any of Its powers or duties to any Person nominated by it, including to any of its members. (Page 562 – Resolution Plan)

2. The meeting of Monitoring Committee will be held at such intervals as may be deemed fit to deliberate on the CD’s affairs a and including cash flow position and the amount payable to Financial Creditors. (Page 562 – Resolution Plan)

Treatment of Shares:

37. The interests of existing shareholders of the CD have been altered by the Resolution plan as under (as per previous FORM H dated – 15.10.2024):

Sr. Category of No. of No. of Voting Voting No. Shareholder shares held Shares Share (%) Share (%) before CIRP held after held before held after the CIRP CIRP CIRP 1. Equity 1,21,72,018 NIL 100% NIL 2. Preference NA NA NA NA

38. The entire equity share capital issued by the CD and held by the existing shareholders will stand extinguished for nil consideration. (Chapter IX Page 557 – Resolution Plan)

Issuance of Equity Shares:

39. The RA will subscribe to the share capital of the corporate debtor to tune of Rs. 50,00,000. Such subscription shall be a way of issuance of fresh equity shares having face value of Rs. 10 each of corporate debtor.

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40. The equity shares shall be issued by the CD and subscribed by the Resolution Applicant as per Applicable Laws. (Chapter VIII, Page 555 – Resolution Plan)

Compliance Certificate in Form- H:

41. Pursuant to Regulation 39(4) of the IBBI (CIRP) Regulations, 2016, the Applicant had submitted a Compliance Certificate in Form H dated 15.10.2024 which is annexed to the Application. Further, Applicant to filed an Additional Affidavit. It was noted that in the Additional Affidavit dated 03.05.2025 revised Form H (revised due to revision in format of Form H by IBBI) dated 02.05.2025 was attached.

42. Compliance of mandatory requirements under the Insolvency and Bankruptcy Code, 2016:

Section of the Requirement with Clause of Compliance Code/Regulation respect to Resolution Resolution Plan No. Plan 25(2)(h) Whether the - Yes Resolution Applicant meets the criteria approved by the CoC having regard to the complexity and scale of operations of business of the CD? Section 29A Whether the - Yes Resolution Applicant eligible to submit resolution plan as per final list of Resolution Professional or Order, if any, of the Adjudicating Authority? Section 30(1) Whether the - Yes Resolution Applicant has submitted an affidavit stating that it is eligible?

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Section 30(2) Whether the Resolution Plan – (a) provides for the (a) Clause 9.4 (a) Yes payment of Indicative insolvency Timelines resolution Chapter XI process costs? (a) Clause 7.3.1 (b) provides for the (b) Yes payment to the (b) Clause 7.3.3 and operational Clause 7.3.2 creditors? (c) Yes (c) provides for the payment to the (c) Chapter X financial creditors who did not vote in favour of the resolution plan? (d) Yes (d) Provide for the (d) Clause 9.3 of management of Chapter IX the affairs of the Corporate Debtor? (e) Yes (e) Provides for the (e) Chapter XI (j) implementation and supervision of the Resolution Plan? (f) Yes (f) Chapter XI (k) (f) Contravenes any of the Provisions of the Law for the time being in force? Section 30(4) Whether the Resolution Plan: (a) Yes (a) is feasible and viable, (b) Yes according to the CoC? (b) has been approved by the CoC with 66% voting share?

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Section 31(1) Whether the Clause 7.3.3 Yes Resolution Plan has provisions for its effective implementation plan, according to the CoC?

43. Compliance under mandatory requirements under IBBI (Insolvency Resolution Process of Corporate Debtor) Regulations, 2016:

Section of the Requirement with Clause of Compliance Code/Regulation respect to Resolution Resolution No. Plan Plan Regulation 38 (1) Whether the resolution Clause 7.3. Yes plan includes a statement as to how it has dealt with the interests of all stakeholders? Regulation 38(1B) (i) Whether the “Historically Yes Resolution RA or any of its Applicant or any related parties of its related haven’t failed parties has to implement failed to any other implement or resolution contributed to plan.” the failure of implementation of any resolution plan approved under the Code. (ii) If so, whether the Resolution Applicant has submitted the statement giving details of such non-implementation?

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Regulation 38(2) Whether the Resolution (a) Clause 9.4 Yes Plan provides: (b) Chapter X (a) the term of the plan and (c) Clause 9.5 its implementation schedule? (b) for the management and control of the business of the corporate debtor during its term? (c) adequate means for supervising its implementation?

38(3) Whether the resolution plan demonstrates that – Yes a) it addresses the (a) Clause 6.1 cause of default? b) it is feasible and (b) Clause 6.2 viable? c) it has provisions for its effective (c) Clause 9.8 implementation? d) it has provisions for approvals (d) Clause 9.4 required and the timeline for the same? e) the resolution (e) Chapter 4 applicant has the capability to implement the resolution plan 39(2) Whether the RP has filed NA NO applications in respect of transactions observed, found or determined by him? Regulation 39(4) Provide details of RTGS UTR performance security No. received, as referred to in ICICR42024l sub-regulation (4A) of 0030052213 regulation 36B.]

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44. The CIRP has been conducted as per the timeline indicated as under:

Section/Regulation Description of Latest Dates Actual No. Activity Timeline according Date under to Regulation Regulation 40A 40A Section Commencement T 31.03.2023 31.03.2023 16(1) of CIRP and (Order Appointment of received on IRP 03.04.2023) Regulation Publication of T+3 03.04.2023 04.04.2023 6(1) Public Announcement Section Submission of T+14 14.04.2023 18.04.2023 15(1)(c)/ Claims Regulation 12(1) Regulation Verification of T+21 21.04.2023 25.04.2023 13(1) Claims Section 26(6A) / Application for T+23 23.04.2025 NA Regulation 15 Appointment of Authorised Representative, if necessary Regulation Filing of Report T+23 23.04.2025 26.04.2023 17(1) certifying Constitution of CoC Section First Meeting of T+30 30.04.2023 03.05.2023 22(1) and CoC Regulation 17(2) Regulation Determination T+115 24.07.2023 NA 35A of fraudulent and other transactions Regulation Appointment of T+47 17.05.2023 24.08.2024 27 two registered Valuers Regulation 36 (1) Submission of T+54 24.05.2023 Information Memorandum to CoC Regulation 36 Invitation of EOI T+75 14.06.2023 20.04.2024

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Publication of T+75 14.06.2023 20.04.2024 Form G Provisional List T+100 09.07.2023 08.05.2024 of Resolution Applicant Final List of T+115 24.07.2023 14.05.2024 Resolution Applicants Regulation 36B Issue of Request T+105 14.07.2023 15.05.2034 for Resolution Plan, which includes Evaluation Matrix and Information Memorandum to Resolution Applicant Section Submission of T+165 12.09.2023 15.10.2024 30(6)/ CoC approved Regulation Resolution Plan 39(4) Section 31(1) Approval of T=180 27.09.2023 Resolution Plan

On perusal of Form-H, it is seen that the Resolution Plan is in compliance with the mandatory compliances as stipulated under Section 30(2) of the Code. The Resolution Plan also meets the requirements of Regulations 37, 38, 38(1A) and 39 (4) of the IBBI Regulations, 2016. The SRA has submitted an Affidavit dated 18.12.2023 in Annexure- ‘40 and 41’ of the application stating that Successful Resolution Applicant nor any other person who is a connected person (as defined under the IBC) are ineligible under Section 29 A of the IBC. The Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law.

45. The Applicant identifies that there are no avoidance transaction applications pending before this Tribunal, and that, that there are no transactions falling under section 43, 45, 50, and 66 of the Code.

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46. In K Sashidhar v. Indian Overseas Bank & Others (2019) 12 SCC 150, the Hon’ble Apex Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan, as approved by CoC, meets the requirements specified in Section 30(2). The Hon’ble Apex Court further observed that the role of the NCLT is ‘no more and no less’. The Hon’ble Apex Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is limited to scrutiny of the Resolution Plan “as approved” by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements.

47. In view of the law laid down by Hon’ble Supreme Court, the commercial wisdom of the COC is to be given paramount importance for approval/ rejection of the resolution plan. As the Resolution Plan meets the requirements of the Code and the IBBI (CIRP) Regulations, 2016 the same needs to be approved. Accordingly, the Resolution Plan is approved with the following directions:

i. The Resolution Plan submitted by the Applicant is hereby approved. It shall become effective from this date and shall form part of this order. It shall be binding on the Said corporate debtor, its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the Resolution Plan.

I.A. NO. 100 OF 2024 IN CP (IB) NO. 907 OF 2021 ii. No person will be entitled to initiate or continue any proceedings in respect to a claim prior to CIRP which a part of the Resolution Plan is not.

iii. The Monitoring Committee shall supervise the implementation of the Resolution Plan and shall review operational performance of the Said corporate debtor.

iv. The Resolution Professional is further directed to handover all records, premises / documents to the SRA to finalise further line of action required for starting of the operation as contemplated under the Resolution Plan. The SRA shall have access to all the records premises/documents through Resolution Professional to finalise further line of action required for starting of the operations.

v. As per the Resolution Plan, extinguishment of existing shares of the said corporate debtor, allotment of shares to the SRA and to New Investor do not require the consent of shareholders as required under the Companies Act or any other authority for implementation of the Resolution Plan. vi. The aspect of reliefs and concessions are dealt herein under:

a. Approval of the Resolution Plan shall not be a ground for termination of any existing consents, approvals, licenses, concessions, authorizations, permits or the like that has been granted to the Said corporate debtor or for which the Said corporate debtor has made an application for renewal, grant permissions, sanctions, consents, approvals, allowances, exemptions etc.

b. Any exemption as sought for in relation to the payment of registration charges, stamp duty, taxes and fees arising out of the implementation of the Resolution Plan is not granted but

I.A. NO. 100 OF 2024 IN CP (IB) NO. 907 OF 2021 the SRA is at liberty to approach Competent Authorities for the exemptions if permitted under the law.

c. For past non-compliances of the Said corporate debtor under applicable laws the SRA shall not be liable for any liabilities and offences committed prior to the commencement of CIRP and as stipulated under Section 32A of IBC, 2016.

d. It is hereby clarified that in terms of the Judgement of Hon’ble Supreme Court in the matter of Ghanshyam Mishra and Sons Private Limited Vs. Edelweiss Asset Reconstruction Company Limited, on the date of approval of the Resolution Plan by the Adjudicating Authority, all such claims which are not a part of Resolution Plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect of a claim which is not a part of the Resolution Plan.

e. With regard to other concessions and reliefs, most of them are subsumed in the reliefs granted above. The relief which is not expressly granted above, shall not be construed as granted. The exemptions if any sought in violation of any law in force, it is hereby clarified that such exemptions shall be construed as not granted. It is further clarified that the reliefs and concessions sought which are beyond the scope of provisions of Section 31(1) and Section 32A of the Code cannot be granted and are as such deemed to have not been granted.

f. It is also clarified that, if this Resolution Plan stipulates or provides for any benefit flowing through any other law, then the same may be deemed as not allowed/approved and would be open to action by the concerned authority in accordance with law.

I.A. NO. 100 OF 2024 IN CP (IB) NO. 907 OF 2021 g. Any amount out of the action taken against other persons for Preferential/ Fraudulent Transactions u/s. 43 and 66 of the IBC, 2016 as found in the Audit Report and also Unauthorized Transaction post CIRP order, shall be appropriated towards the unsatisfied claims of the Financial Creditors.

h. The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the concerned Registrar of Companies (RoC), for information and record. The SRA, for effective implementation of the Plan, shall obtain all necessary approvals, under any law for the time being in force, within such period as may be prescribed.

i. The moratorium under Section 14 of the Code shall cease to have effect from this date.

j. The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI along with copy of this Order for information.

k. The Applicant shall forthwith send a certified copy of this Order to the CoC and the SRA, respectively for necessary compliance.

48. Accordingly, the Resolution Plan submitted by Mr. Ram Singh Setia (Resolution Professional of the Corporate Debtor), the Applicant herein, is hereby approved, and I.A. No. 100/2024 is allowed and disposed off.

Sd/- Sd/- Charanjeet Singh Gulati Mohan Prasad Tiwari, Member (Technical) Member (Judicial) /Saumya – LRA/