Approval of Resolution Plan- MYP Enterprises Limited

1. This Application has been filed on 08.02.2024 by the Resolution Professional under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 on behalf of the Committee of Creditors seeking approval of the Resolution Plan submitted by the Successful Resolution Applicant and approved by 100% of the voting share of the members of the Committee of Creditors (hereinafter referred to as ‘CoC’) of the Corporate Applicant viz. MYP Enterprises Limited (hereinafter referred to as ‘Corporate Applicant’).

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 2. The brief facts of the Application are as follows: 2.1 Corporate Insolvency Resolution Process (CIRP) of the Corporate Debtor was initiated vide an order dated 09.05.2023 of this Court in C.P.(IB)-96(MB)/2023 on an application filed by MYP Enterprises Limited (Corporate Applicant) under Section 10 of the Insolvency and Bankruptcy Code 2016. Mr. Gaurang Shah (Reg. No.: IBBI/IPA-002/IP-N00947/2019-2020/13002) was appointed as Interim Resolution Professional (IRP). Subsequently, made a public announcement in the newspapers (in Mumbai) in Form-A on 12.05.2023 inviting claims from the creditors, workers/employees of the Corporate Debtor and from government bodies. IRP constituted the Committee of Creditors (CoC) based on the claims received by him and the Interim Resolution Professional was confirmed as Resolution Professional of the Corporate Debtor on 08.06.2023. 2.2 Form G was published on 30.06.2023 and the last date for submission of the resolution plan was on 04.09.2023. In Response, the Resolution Professional received only one Resolution Plan from D.H Exports Private Limited which got approved in E-voting held pursuant to 7th CoC Meeting held on 24.01.2024.

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 2.3 The Applicant RP submits that Application were filed for Extension during the CIRP period, and the same have been duly tabulated herein-under: S. I.A. No. Filed Relief Sought Status No. by 01 RP Extension of 90 Allowed vide I.A. days Order dt. 5259/2023 21.11.2023

2.4 The Resolution Plan submitted by the Resolution Applicant viz. D.H Exports Private Limited was approved by the CoC in the 7th meeting held on 24.01.2024 through e-voting by 100% of the CoC member voting in favor of the Resolution Plan. The resolution is reproduced below - “RESOLVED THAT pursuant to Section 30(4) of Insolvency and Bankruptcy Code, 2016 read with Regulation 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 and in accordance with any other provisions, rules and regulations made thereunder, approval of the members of the Committee of Creditors of MYP Enterprises Limited be and is hereby accorded to the Resolution Plan dated 4th September, 2023 read with addendums and the annexures submitted by M/s D.H Exports Private Limited”. 2.5 The Applicant submits that the Successful Resolution Applicant has deposited the Performance Security of Rs.

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 4,00,000/- in the Bank account of the Corporate Debtor. 2.6 The Resolution Professional states that the Resolution Plan approved by the CoC is in compliance with the requirements of Section 30(2) of the Code. In compliance of Section 30(2) of IBC, 2016, the Resolution Professional has examined the Resolution plan of the Successful Resolution Applicant and confirms that this Resolution Plan: a. Provides for payment of Insolvency Resolution Process cost in a manner specified by the Board in the priority to the payment of other debts of the corporate debtor; b. Provides for management of the affairs of the Corporate Debtor after approval of Resolution Plan; c. The implementation and supervision of Resolution Plan; d. Does not prima facie contravene any of the provisions of the law for time being in force, e. Conforms to such other requirements as may be specified by the Board. f. As per the Affidavit received and the further documents submitted, the Resolution applicants are not covered under 29A.

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 2.7 In compliance of Regulation 38 of CIRP Regulations, the Resolution Professional confirms that the Resolution plan provides that: i. The amount due to the Operational Creditors under resolution plan shall be given priority in payment over Financial Creditors. ii. It has dealt with the interest of all Stakeholders including Financial Creditors and Operational Creditors of the CD. iii. A statement that neither the Resolution Applicants nor any related parties have failed to implement nor have contributed to the failure of implementation of any other Resolution Plan approved by the AA in the past. iv. The terms of the plan and its implementation schedule. v. The management and control of the business of the CD during its term. vi. Adequate means of Supervising its implementation. vii. The Resolution Plan Demonstrates that it addresses a. The cause of the Default b. It is feasible and viable c. Provision for effective implementation d. Provisions for approvals required and the time lines for the same. e. Capability to Implement the Resolution Plan

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 2.8 The Resolution Applicant viz. D.H Exports Private Limited is a Company involved in the Principal business activities of Exporter and Manufacturer, having office at 6th Floor, 621, Arun Chamber, Tardeo Road, Mumbai- 400034, Maharashtra, India. The Resolution Applicant confirmed that it is eligible to submit Resolution Plan as per Section 29A of Insolvency and Bankruptcy Code. 2.9 The Resolution Applicant has confirmed that - i. its connected persons are not convicted for any offence during the preceding five years and no criminal proceedings are pending against any person. ii. not disqualified under Companies Act, 2013 to act as a Director. iii. not identified as a wilful defaulter by any bank of financial institution or consortium thereof in accordance with the guidelines of the Reserve Bank of India. iv. not debarred from accessing to, or trading in securities markets under any order or directions of the Securities and Exchange Board of India. 2.10 The Applicant submits that the Successful Resolution Applicant has tendered an Addendum on 09.11.2023 stating that:

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 i. A scheme of amalgamation is proposed between MYP Enterprises Limited and D.H Exports Private Limited as a result of which MYP Enterprises Limited will merge with D.H Exports Private Limited. The Resolution Plan period will range from 01.04.2023 through 31.03.2028; ii. The proposal total shareholding in the amalgamated company shall be 33,005 shares, i.e. 5 shares for MYP Enterprises Limited shareholders and 35,000 for D.H. Exports Private Limited (SRA). 2.11 The Successful Resolution Applicant i.e. D.H Exports Private Limited herein submits and clarifies with reference to the Addendum to the Resolution Plan that “Pursuant to the approval of the above referred merger of MYP Enterprises Limited with D.H Exports Private Limited, if and when accorded by Hon’ble Adjudicating Authority, the merged entity shall continue as a private limited company as also not avail any of the benefits, exemptions or concessions available to a public limited company and it would be complying with all the provisions of statute/law including those of Companies Act, 2013, in terms of the Scheme as a private limited company post-merger as a sequel to approval of the Resolution Plan”. 2.12 As per the RP the Fair Value and Liquidation Value determined by the registered Valuer are as follows:

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 Fair Value Rs. 17,59,600/- Liquidation Value Rs. 17,59,465/- 2.13 Resolution Plan for the Corporate Debtor (the key features of the Resolution Plan submitted by for D.H. Exports Private Limited is summarized below): 3.1 The said Resolution Plan provides for the payments towards the CIRP cost, payment to Financial Creditors, Operational Creditor & Employees and the summary of payment is enumerated below: Sr. Particulars Amount Payment date No (Rs. In Lakhs) 1 Corporate Insolvency 15.00 Immediate on approval Resolution Process Cost of plan i.e. within 7 days from effective date of merger as per clarification approved by CoC on 27.09.2024 2 Financial Creditor 637.00 40% to be paid immediate on approval of plan i.e. within 7 days from effective date of merger as per clarification approved by CoC on 27.09.2024;

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 Balance 60% to be paid in four equal annual instalments, carrying interest @ 10% p.a. 3 Operational Creditors- 3.58 Immediate on approval Traders & Ors of plan i.e. within 7 days from effective date of merger as per clarification approved by CoC on 27.09.2024 4. Payment to the 1.83 Immediate on approval Operational Creditor-of plan i.e. within 7 Statutory dues days from effective date of merger as per clarification approved by CoC on 27.09.2024 5 Payment to the 11.46 Immediate on approval Operational Creditor-of plan i.e. within 7 Workers/Employees days from effective date of merger as per clarification approved by CoC on 27.09.2024 Total 668.87

3. It is submitted by the Applicant in the Resolution Plan that a monitoring Committee shall be constituted on the approval of the Resolution Plan by the Adjudicating Authority. The new board of directors of the Corporate Debtor shall take over immediate charge of affairs of NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 Corporate Debtor from the Resolution Professional and form a Management Committee (MC) comprising: (a) one representative of leader of consortium of Financial Creditors; (b) one woman director, if required; (c) one representative of Key Managerial Personnel and (d) in order to facilitate the smooth implementation of the Resolution Plan, the financial lenders of the Corporate Debtor shall immediately constitute one or more creditor/s among them to act as monitoring agent.

4. Ld. Counsel for the Resolution Professional has annexed a certificate of the Form-H to the Application under Regulation 39(4) In Form-H of the CIRP Regulations, 2016 to certify that the Resolution Plan has approved by the CoC meets all the requirements of the IBC and its Regulations. FORM H COMPLIANCE CERTIFICATE (Under Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 I, Gaurang C Shah, an insolvency professional enrolled with ICSI IPA and registered with the Board with registration number IBBI/IPA-002/IP-N00947/2019-2020/13002, am the Resolution Professional (RP) for the corporate insolvency resolution process (CIRP) of MYP Enterprises Limited (Corporate Debtor/CD/ MYP) 2. The details of the CIRP are as under: Sl. No. Particulars Description 1 Name of the CD MYP Enterprises Limited

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 2 Date of Initiation of CIRP 9th May 2023 3 Date of Appointment of IRP 11th May, 2023 (Date of receipt of Order) 4 Date of Publication of Public 12th May, 2023 Announcement 5 Date of Constitution of CoC 2nd June, 2023 6 Date of First Meeting of CoC 8th June, 2023 7 Date of Appointment of RP 8th June, 2023 8 Date of Appointment of Registered 9th June, 2023 Valuers 9 Date of Issue of Invitation for EoI 30th June, 2023 10 Date of Final List of Eligible 10th August, 2023 Prospective Resolution Applicants 11 Date of Invitation of Resolution Plan 30th June, 2023 12 Last Date of Submission of Resolution 4th September, 2023 Plan 13 Date of Approval of Resolution Plan by 24th January, 2024 CoC 14 Date of Filing of Resolution Plan with Adjudicating Authority 15 Date of Expiry of 180 days of CIRP 7th November, 2023 16 Date of Order extending the period of 90 days Extension vide Hon’ble NCLT’s order CIRP dated 21st November, 2023 17 Date of Expiry of Extended Period of 5th February, 2024 CIRP 18 Fair Value Rs.17,59,600/- 19 Liquidation value Rs.17,59,465/-

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 20 Number of Meetings of CoC held 7 (Seven)

3. I have examined the Resolution Plan received from Resolution Applicant – M/s.D.H.Exports Private Limited and approved by the Committee of Creditors (CoC) of M/s. MYP Enterprises Limited. 4. I hereby certify that- (i) the said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code 2016 (Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) and does not contravene any of the provisions of the law for the time being in force. (ii) the Resolution Applicant - M/s. D.H. Exports Private Limitedhas submitted an affidavit pursuant to Section 30(1) of the Code confirming its eligibility under Section 29A of the Code to submit resolution plan. The contents of the said affidavit are in order.

(iii) the said Resolution Plan has been approved by the CoC in accordance with the provisions of the Code and the CIRP Regulations made thereunder. The Resolution Plan has been approved by 100%of voting share of financial creditors after considering its feasibility and viability and other requirements specified by the CIRP Regulations. (iv) The voting was held by way of ballot after the meeting of the CoC on 24th January, 2024 Or I sought vote of members of the CoC by electronic voting system which was kept open at least for 24 hours as per the regulation 26.

5. The list of financial creditors of the MYP Enterprises Limited being members of the CoC and distribution of voting share among them is as under: S. No. Name of Creditor Voting Voting for Resolution Plan Share )Voted for / Dissented / )%( Abstained( 1 Steelage Overseas Private Limited 76 Voted for 2 Surjeet Kumar Singh 13 Voted for 3 Pratap Credit Co-operative Society 11 Voted for Limited TOTAL 100%

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023

6. The Resolution Plan includes a statement under Regulation 38(1A) of the CIRP Regulations as to how it has dealt with the interests of all stakeholders in compliance with the Code and regulations made thereunder. 6A. Minutes of the Committee Meeting relating to discussion and decisions about resolution plan are attached with this certificate. 7. The amount provided for the stakeholders under the Resolution Plan is as under: (Amount in Rs. lakh) Sl. Category of Sub-Category of Amount Amount Amount Amount No. Stakeholder Stakeholder Claimed Admitted Provided Provided to the * under the Amount Plan# Claimed (%) (1) (2) (3) (4) (5) (6) (7) 1 Secured (a) Creditors not - - - - Financial having a right to Creditors vote under sub-section (2) of section 21 (b) Other than - - - - (a) above:

(i) who did not - - - -vote in favour of the resolution Plan

- - - -

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 (ii) who voted in favour of the resolution plan

Total[(a) + (b)] - - - - 2 Unsecured (a) Creditors not - - - - Financial having a right to Creditors vote under sub-section (2) of section 21 (b) Other than (a) above: - - - - (i) who did not vote in favour of - - - -the resolution Plan (ii) who voted in 637 637 637 100% favour of the resolution plan Total[(a) + (b)] 637 637 637 100.00% 3 Operational (a) Related Creditors Party of 356.11 356.11 3.56 1% Corporate Debtor (b) Other than (a) above:

183.36 183.36 1.83 1%

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 (i)Government (ii)Workmen 11.45 11.45 11.45 100% (iii)Employees 1.59 1.59 0.02 1% (iv)Other Operational Creditors Total[(a) + (b)] 552.51 552.51 16.86 3.05% 4 Other debts Other Creditors - - - -and dues Grand Total 1189.51 1189.51 653.86 54.97%

*If there are sub-categories in a category, please add row for each sub-category. #Amount provided over time under the Resolution Plan and includes estimated value of non-cash components. It is not NPV. 8. The interests of existing shareholders have been altered by the Resolution plan as under: Sl. No Category of No. of Shares No. of Shares Voting Share Voting Share Share Holder held before held after the )%( held )%( held after CIRP CIRP before CIRP CIRP 1 Equity 5,06,100 5 100 0.02 2 Preference NA NA NA NA

9. The compliance of the Resolution Plan is as under: Section of the Requirement with respect to Resolution Plan Clause of Compliance Code / Resolution )Yes / No( Regulation Plan No. Section Whether the Resolution Applicant meets the Page 11 – 25)2()h( criteria approved by the CoC having regard to Point 2.4 the complexity and scale of operations of business of the CD? Annexure 2 Yes – Page No.53 Section 29A Whether the Resolution Applicant is eligible to Received Yes

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 submit resolution plan as per final list of with the Resolution Professional or Order, if any, of the EoI Adjudicating Authority? Documents Annexure 4 – Page No. 64 Section 30)1( Whether the Resolution Applicant has Received submitted an affidavit stating that it is eligible? with the EoI Documents Yes Annexure 4 – Page No.64 Section 30)2( Whether the Resolution Plan- (a) provides for the payment of insolvency Chapter V, resolution process costs? Point 10.6 – Page No.39 Chapter VI, Point 9.1 – Page No. 32 (b) provides for the payment to the operational creditors? Chapter III, Yes Point 3.8, Page No.16 Chapter IV, Point 9.1, (c) provides for the payment to the financial Page No.32 creditors who did not vote in favour of the resolution plan? Chapter V, Point 10.8, Page No. 39

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 (d) provides for the management of the affairs of the corporate debtor? Chapter III, Point 5.0, (e) provides for the implementation and Page No.24 supervision of the resolution plan? (f) contravenes any of the provisions of the law Chapter III, for the time being in force?] Point 6.0, Page No.24 Chapter IV, Point 9.1, Page No. 34 Section 30)4( Whether the Resolution Plan As per the )a( is feasible and viable, according to the CoC? voting )b( has been approved by the CoC with 66% results of Yes voting share? Seventh Yes CoC Meeting Section 31)1( Whether the Resolution Plan has provisions for Chapter III, Yes its effective implementation plan, according to Point 5.1, the CoC? Page 24 Regulation38 Whether the amount due to the operational Chapter IV, )1( creditors under the resolution plan has been Point 9.2, given priority in payment over financial Page No.35 Yes creditors? Regulation Whether the resolution plan includes a Chapter IV, 38)1A( statement as to how it has dealt with the interests Point 9.2, Yes of all stakeholders? Page No.34 Regulation (i) Whether the Resolution Applicant or any of (1B) its related parties has failed to implement or Addendum received on contributed to the failure of implementation of 09.11.2023 any resolution plan approved under the Code. Yes (ii) If so, whether the Resolution Applicant has submitted the statement giving details of such -non-implementation?]

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 Regulatio(na ) Whether the Resolution Plan provides: 38)2( (a) the term of the plan and its implementation Chapter V, schedule? Point 11.1, (b) for the management and control of the Chapter V, business of the corporate debtor during its Point 12.0, term? Page 40 Yes Chapter V, Point 13.0,

)c( adequate means for supervising its Chapter V, implementation? Point 9.1, Regulation Whether the resolution plan demonstrates that – 38)3( Chapter III, Point 4.1, Page 24 Chapter III, Point 4.1, Page Yes 24 Chapter III, Point 5.1, Page 24

Addendum received on NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 )a( it addresses the cause of default? 09.11.2023

Chapter )b( it is feasible and viable? III, Point 3.11, Page 19 )c( it has provisions for its effective implementation?

)d( it has provisions for approvals required and the timeline for the same?

)e( the resolution applicant has the capability to implement the resolution plan? Regulatio(nb ) Whether the RP has filed applications in respect No 39)2( of transactions observed, found or determined by him? Regulatio(nc ) Provide details of performance security Yes (The 39(4) received, as referred to in sub-regulation (4A) of Resolution regulation 36B.] Applicant has deposited the Performanc e Security of Rs.4,00,000 in the bank account of the Corporate Debtor) 10. The CIRP has been conducted as per the timeline indicated as under:

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023

Section of the Description of Activity Latest Actual Date Code / Regulation Timeline under No. regulation 40A Section 16)1( Commencement of CIRP and T T Appointment of IRP Regulation 6)1( Publication of Public Announcement T+3 12-05-2023 Section 15)1()c( Submission of Claims T+14 25-05-2023 /Regulation 12 )1( Regulation 13)1( Verification of Claims T+21 01-06-2023 Section 26)6A( / Application for Appointment of T+23 NA Regulation 15A Authorised Representative, if necessary Regulation 17)1( Filing of Report Certifying Constitution T+23 02-06-2023 of CoC Section 22)1( First Meeting of the CoC T+30 08-06-2023 and regulation 17)2( Regulation 35A Determination of fraudulent and other T+115 transactions Regulation 27 Appointment of two Registered Valuers T+47 09-06-2023 Regulation 36 Submission of Information Memorandum T+95 30-06-2023 )1( to CoC Invitation of EoI T+60 30-06-2023 Publication of Form G T+60 30-06-2023 Regulation 36A Provisional List of Resolution Applicants T+85 29-07-2023 Final List of Resolution Applicants T+100 10-08-2023 Regulation 36B Issue of Request for Resolution Plan, T+90 03-08-2023 which includes Evaluation Matrix and Information Memorandum to Resolution Applicants Section 30)6( / Submission of CoC approved Resolution T+165* Regulation 39)4( Plan Section 31)1( Approval of Resolution Plan T=180* 11. The time frame proposed for obtaining relevant approvals is as under:

Sl. No. Nature of Approval Name of Name of When to be applicable Law Authority who obtained

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 will grant Approval Resolution Applicant has mentioned that the approvals required will be arranged 1 within 365 days from the order passed by Hon’ble NCLT.

12. The Resolution Plan is not subject to any contingency. 13. Following are the deviations / non-compliances of the provisions of the Insolvency and Bankruptcy Code, 2016, regulations made or circulars issued thereunder (If any deviation/ non-compliances were observed, please state the details and reasons for the same): NA

14. The Resolution Plan is being filed before the expiry the period of CIRP provided in section 12 of the Code. An Application for extension of 90 days beyond the CIRP period was filed with Hon’ble National Company Law Tribunal, Mumbai (NCLT) on 07.11.2023. The NCLT on 21.11.2023 approved the extension of CIRP period by 90 days starting form 07.11.2023 vide order dated 21.11.2023. 14A. Whether the resolution professional has, in accordance with regulation 35A,- (a) applied to the Adjudicating Authority on or before the one hundred and thirty-fifth day of the insolvency commencement date: No (b) filed Form CIRP 8 with the Board on or before the one hundred and fortieth day of the insolvency commencement date: Yes 15. Provide details of section 66 or avoidance application filed / pending. Sl. Type of Transaction Date of Filing Date of Order of Brief of the No. with the Order Adjudicating Adjudicating Authority Authority Preferential transactions 1 - - -under section 43 Undervalued transactions 2 - - -under section 45

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 Extortionate credit 3 transactions under section - - - 50 Fraudulent transactions 4 - - -under section 66

15A. The committee has approved a plan providing for contributioni under regulation 39B as under: (Contribution for Liquidation is for liquidation of Company as a whole) a. Estimated liquidation cost: Rs. 19.05 Lakhs b. Estimated liquid assets available: NIL c. Contributions required to be made: Rs.19.05 Lakhs d. Financial creditor wise contribution is as under: Amount to be Sl. No. Name of financial creditor contributed (Rs. In lakhs) 1 Steelage Overseas Private Limited 14.478 2 Surjeet Kumar Singh 2.4765 3 Pratap Credit Co-operative Society Limited 2.0955 TOTAL 19.05

15B. The committee has recommended under regulation 39C as under: a. Sale of corporate debtor as a going concern: Yes / No b. Sale of business of corporate debtor as a going concern: Yes / No The details of recommendation are available with the resolution professional. 15C. The committee has fixed, in consultation with the resolution professional, the fee payable to the liquidator during the liquidation period under regulation 39D.] The CoC in the 9th CoC meeting had decided that the Liquidator’s fee shall be decided in consultation with the Liquidator proposed to be appointed in case the Resolution Plan is not approved by the Adjudicating Authority. 16. I, Gaurang Chhotalal Shah, hereby certify that the contents of this certificate are true and correct to the best of my knowledge and belief, and nothing material has been concealed therefrom.

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023

Name of the Resolution Professional: Gaurang Chhotalal Shah IP Registration No: IBBI/IPA-002/IP-N00947/2019-2020/13002 Address as registered with the Board: Flat 204 A Wing Raj Vaibhav 1 CHS, Dahanukar Wadi, Mahavir Nagar, Kandivali (W), Mumbai - 400067 Email id as registered with the Board:fcsgaurang.shah@gmail.com

5. In the circumstances mentioned hereinabove, the Applicant has filed Application seeking approval of this Tribunal on the Resolution Plan, submitted by the Resolution Applicant i.e. D. H. Exports Private Limited stating that the plan is in accordance with the Section 30(2) and other provisions laid down under the code. 6. On perusal of the Resolution Plan, it is observed that the Resolution Plan provides for the following: a. Payment of CIRP Cost as specified u/s 30(2)(a) of the Code. b. Repayment of Debts of Operational Creditors as specified u/s 30(2)(b) of the Code. c. For management of the affairs of the Corporate Debtor, after the approval of Resolution Plan, as specified U/s 30(2)(c) of the Code. d. The implementation and supervision of Resolution Plan by the RP and the CoC as specified u/s 30(2)(d) of the Code. 7. The RP has complied with the requirement of the Code in terms of Section 30(2)(a) to 30(2)(f) and Regulations 38(1),

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 38(1)(a), 38(2)(a), 38(2)(b), 38(2)(c) & 38(3) of the Regulations. 8. The RP has filed Compliance Certificate in Form-H along with the plan. On perusal the same is found to be in order. The Resolution Plan has been approved by the CoC in the 7th meeting held on 24.01.2024 with 100% (Hundred Percent). 9. There is no such pending proceedings u/s 66(1) r/w 43(1) and 44(1) of the Code. 10. The Bench takes notes of the submissions of the Successful Resolution Applicant i.e. D.H Exports Private Limited that pursuant to merger of the Corporate Debtor with D.H Exports Private Limited, the merged entity shall not avail any of the benefits, exemptions or concessions available to a public limited company and it would be complying with all the provisions of statute/law including those of Companies Act, 2013, in terms of the Scheme as a private limited company post-merger as a sequel to approval of the Resolution Plan. In consonance with the same, we make it expressly clear that all requisite processes and/or procedural rigors, as laid down by Registrar of companies (RoC), and more specifically so, with reference to the payment(s) of any fee/ expenses etc. shall be borne by the Successful Resolution Applicant, as per the extant provisions of law.

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 11. We make it categorically clear that approval of this Resolution Plan does not tantamount to allowance of any relief(s), concession(s) or dispensation(s) that fall within the domain of any government department(s) and/or authorities thereto. The reliefs, concessions and dispensations that pertain to other governmental authorities and/or departments shall be dealt with by the respective competent authorities/fora/offices, Government (State or Central) with regard to the respective reliefs, if any. 12. In the case of “K Sashidhar v. Indian Overseas Bank & Others” (in Civil Appeal No.10673/2018 decided on 05.02.2019) 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 Court observed that the role of the NCLT is ‘no more and no less’. The Hon’ble 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

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 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. 13. In CoC of Essar Steel (Civil Appeal No. 8766-67 of 2019 decided on 15.11.2019) the Hon’ble Apex Court clearly laid down that the Adjudicating Authority would not have power to modify the Resolution Plan which the CoC in their commercial wisdom have approved. In para 42 Hon’ble Court observed as under:

“Thus, it is clear that the limited judicial review available, which can in no circumstance trespass upon a business decision of the majority of the Committee of Creditors, has to be within the four corners of section 30(2) of the Code, insofar as the Adjudicating Authority is concerned, and section 32 read with section 61(3) of the Code, insofar as the Appellate Tribunal is concerned, the parameters of such review having been clearly laid down in K. Sashidhar(supra).”

14. In view of the discussions and the law thus settled, the instant Resolution Plan meets the requirements of Section 30(2) of the Code and Regulations 37, 38, 38 (1A) and 39 (4) of the Regulations. The Resolution Plan is not in contravention of any of the provisions of Section 29A of NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 the Code and is in accordance with law. The same needs to be approved. Hence ordered. ORDER 15. The Application IA-23/2024 in CP(IB)/96/(MB-IV)/2023 is allowed. The Resolution Plan annexed to the Application is hereby approved. It shall become effective from this date and shall form part of this order. 15.1 It shall be binding on the 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. 15.2 The approval of the resolution plan shall not be construed as waiver of any statutory obligations of the Corporate Debtor and shall be dealt by the appropriate authorities in accordance with law. Further in terms of the judgment of Hon’ble Supreme Court in the matter of “Ghanshyam Mishra And Sons Private Limited V/S 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

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 and no person will be entitled to initiate or continue any proceedings in respect to a claim which is not a part of the Resolution Plan. 15.3 The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the Registrar of Companies (RoC), Mumbai, Maharashtra for information and record. The Resolution Applicant, 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. 15.4 The moratorium under Section 14 of the Code shall cease to have effect from this date. 15.5 The Applicant shall supervise the implementation of the Resolution Plan and file status of its implementation before this Authority from time to time, preferably every quarter. 15.6 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. 15.7 The Applicant shall forthwith send a certified copy of this Order to the CoC and the Resolution Applicant, respectively for necessary compliance.

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA- 23/2024 IN CP (IB)/96/MB-IV/2023 16. The Interlocutory Application i.e. IA-23/2024 in CP(IB)/96(MB)/2023 is allowed accordingly disposed of.

Sd/- Sd/- Anu Jagmohan Singh Kishore Vemulapalli Member (Technical) Member (Judicial)