Approval of Resolution Plan - Nyka Steels Private Limited

2.3 The Applicant submits that there were 15 Expression of Interest’s received from Prospective Resolution Applicant (PRAs) out of which 2 PRAs has submitted the Resolution Plan i.e. DM Metalloys Private Limited and Lalita Santosh Powle in Consortium with Pravesh Seafood Private Limited. 2.4 The Resolution Plan submitted by the Resolution Applicant viz. Lalita Santosh Powle in Consortium with Pravesh Seafood Private Limited was approved by the CoC in the 10th meeting held on 04.01.2024 and the NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 same was put for e-voting which concluded on 09.02.2024, approving the Resolution Plan submitted by Lalita Santosh Powle in Consortium with Pravesh Seafood Private Limited unanimously with 100% voting. The resolution is reproduced below - “Resolved that, the Revised Resolution Plan dated 20.12.2023 and the addendum to resolution plan dated 04.01.2024 submitted by Lalita Santosh Powle in Consortium with Pravesh Seafood Private Limited is hereby approved by the Committee of Creditors of the Nyka Steels Private Limited pursuant to Section 30(4) of the Insolvency and Bankruptcy Code,2016 and the rules and regulations thereunder.” 2.5 The Applicant issued Letter of Intent dated 10.02.2024 to the Resolution Applicant. It is submitted that the Successful Resolution Applicant has provided the required Performance Security as under: Date Amount UTR 04.09.2023 INR CBIN0280624(2023090410002479) 25,00,000 14.02.2024 INR CBIN0280624 (RTGS) 1,00,00,000

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 15.02.2024 INR CBIN0280624 (RTGS) 37,20,000

2.6 Therefore, RP 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-30/2024 IN CP (IB)/1009/MB-IV/2020 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-30/2024 IN CP (IB)/1009/MB-IV/2020 2.8 The Resolution Applicant viz. Lalita Santosh Powle in Consortium with Pravesh Seafood Private Limited i.e. Mrs. Lalita Powle is proprietor of Sanlita Exports having specialization in the area of overall management supervision and corporate social responsibilities. She handles local trading activities of Groundnuts, Corainder Seeds, Sesame Seeds, Shrimps and Fishes and Pravesh Seafood Private Limited, consortium member, having registered office at 415,4th Floor, Silver Spring, Opp MIDC Office, MIDC Taloja, Dist. Raigad, State Maharashtra. The Company commenced the operations in the year 2014-15, as Merchant Exporter registered under MPEDA for processing and Exports of Marine products. 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.

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 iii. not identified as a willful 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 As per the RP the Fair Value and Liquidation Value determined by the registered Valuer are as follows: Fair Value Rs. 8,98,38,422/- Liquidation Value Rs. 6,83,84,524/- 3. Resolution Plan for the Corporate Debtor (the key features of the Resolution Plan submitted by Lalita Santosh Powle in Consortium with Pravesh Seafood Private Limited is summarized below): 3.1 The value of the said Resolution Plan is Rs. 8,11,00,000/- which includes the payments towards the CIRP cost, payment to Secured Financial Creditors, and the summary of payment is enumerated below: Sr. Particulars Amount (Rs) Terms of Payment No 1 Corporate Insolvency 20,00,000/- At Actuals, within Resolution Process Cost 120 days from effective date

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 2 Payment to Secured 7,91,00,000/- Within 120 days from effective date Financial Creditor (Interest on delay payments after 75 days at MCLR) 5 Payment to the NIL Settlement at 0% Operational Creditor (other than Workmen/employees and other Statutory dues) Total 8,11,00,000/-

4. It is submitted that there is an application pending apropos certain fraudulent transaction under section 66 of the code, as duly mentioned in Form H Hereto. It is submitted that clause 9.1 of the Resolution Plan provides that “Any monies received pursuant to exercise of powers and obligations by the Resolution Professional under Sections 43 to 51 (both inclusive) and Section 66 of the IBC, shall be vested in the Secured Financial Creditor. However, we have not been provided details of any transactions falling above referred sections. It is clarified that upon successful implementation of Resolution Plan and discharge of the Resolution Professional any application filed by the Resolution Professional under Section 43 to 51 & 66 of the Code shall be pursued by the Secured Financial Creditor directly and all cost and benefits to this account shall accrue to Secured Financial Creditor. The Secured Financial

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 Creditor shall be entitled to make suitable applications with the Hon’ble NCLT to enable them to pursue the said application and subsequent recoveries if any”. 5. It is submitted by the Applicant in the Resolution Plan that a monitoring Committee shall be constituted within a period of 7 days from effective Date for a period from the Effective Date till the Transfer Date to oversee the implementation of the Resolution Plan. The Monitoring Committee shall comprise of the following members: a. One authorized representative appointed by members of the Committee of Creditors of the Corporate Debtor. b. One authorized representative of Resolution Applicant; and c. Monitoring Agent- Erstwhile Resolution Professional.

6. 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. REVISED FORM H COMPLIANCE CERTIFICATE

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 (Under Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016

I, Avil Menezes, an insolvency professional enrolled with The Indian Institute of Insolvency Professional of ICAI and registered with the Board with registration number IBBI/IPA-001/IP-P00017/2016- 2017/10041, am the resolution professional for the corporate insolvency resolution process (CIRP) of Nyka Steels Private Limited.

2. The details of the CIRP are as under: Sl. Particulars Description No. 1 Name of the CD Nyka Steels Private Limited 2 Date of Initiation of CIRP 0 3 F ebruary 2023 3 Date of Appointment of IRP 03 February 2023 4 Date of Publication of Public 10 February 2023 (order Announcement was received by IRP on 9 February 2023) 5 Date of Constitution of CoC 06 March 2023 6 Date of First Meeting of CoC 09 March 2023 7 Date of Appointment of RP 20 May 2023 (order was passed on 12 May 2023 and was received on 20 May 2023) 8 Date of Appointment of KKCA Valuers LLP & Registered Valuers Mavent Advisors Private Limited were appointed on 22 June 2023 for NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 valuation of Land & Building, Plant & Machinery, and Securities and Financial Assets. 9 Date of Issue of Invitation for 21 June 2023 EoI 10 Date of Final List of Eligible 18 August 2023 Prospective Resolution Applicants 11 Date of Invitation of 05 August 2023 Resolution Plan 12 Last Date of Submission of Last date for submission Resolution Plan of resolution plan was 4 September 2023 which was extended by CoC till 3 October 2023. Further pursuant to negotiations with the PRAs who submitted resolution plan on or before 03 October 2023, CoC allowed additional time till 20 December 2023 to submit revised resolution plan. 13 Date of Approval of Resolution 09 February 2024 Plan by CoC

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 14 Date of Filing of Resolution 26 February 2024 Plan with Adjudicating Authority 15 Date of Expiry of 180 days of 02 August 2023 CIRP 16 Date of Order extending the Application for extension period of CIRP of CIRP period by 90 days was filed with the Hon’ble NCLT. The Hon’ble NCLT passed the order dated 21 July 2023 and accordingly last date of CIRP was 31 October 2023.

Resolution Professional filed another application for extension of CIRP period by 60 days. The Hon’ble NCLT passed order dated 06 November 2023 and extended the CIRP by 45 days. Accordingly last date of CIRP was 15 December 2023.

Further, as approved by CoC, Resolution Professional has filed

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 another application for extension of CIRP period by 60 days beyond 330 days. The matter was listed on 1 January 2024 and Hon’ble NCLT Mumbai bench directed both the Committee of Creditors (CoC) and Resolution Professional (RP) to expedite the CIRP proceedings and to submit either Resolution Plan approval application or liquidation application before the next hearing scheduled for 13 February 2024. Thereafter in the hearing held on 13 February 2024 Hon’ble Bench suggested filing of consolidated extension application seeking an extension of the CIRP period till the submission of the Resolution Plan along with the Plan Approval Application within 2 weeks from the date of the orders and adjourned the said matter till 12 March 2024.

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020

In the hearing held on 12 March 2024, Hon’ble NCLT allowed the extension of 74 days from 16.12.2023, making 28 February 2024, the last of CIRP. 17 Date of Expiry of Extended 28 February 2024 Period of CIRP (Application for extension of CIRP period beyond 330 days by 60 days is filed with the Hon’ble NCLT. The matter was listed on 1 January 2024 and Hon’ble NCLT Mumbai bench directed both the Committee of Creditors (CoC) and Resolution Professional (RP) to expedite the CIRP proceedings and to submit either Resolution Plan approval application or liquidation application before the next hearing scheduled for 13th February 2024, Thereafter in the hearing held on 13 February 2024 Hon’ble Bench suggested

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 filing of consolidated extension application seeking an extension of the CIRP period till the submission of the Resolution Plan along with the Plan Approval Application within 2 weeks from the date of the orders and adjourned the said matter till 12 March 2024.

In the hearing held on 12 March 2024, Hon’ble NCLT allowed the extension of 74 days from 16.12.2023, making 28 February 2024, the last of CIRP.) 18 Fair Value 1. KKCA valuers LLP INR 9,02,02,354 2. Mavent Advisors Pvt. Ltd. INR 8,94,74,489 3. Average Fair Value INR 8,98,38,422 19 Liquidation value 1. KKCA valuers LLP INR 6,55,42,346

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 2. Mavent Advisors Pvt. Ltd. INR 7,12,26,702 3. Average Fair Value INR 6,83,84,524 20 Number of Meetings of CoC 11 (Eleven) held

3. I have examined the Resolution Plan received from Resolution Applicant Lalita Santosh Powlle in Consortium with Pravesh Seafood Private Limited and approved by Committee of Creditors (CoC) of Nyka Steels Private 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 Lalita Santosh Powlle in Consortium with Pravesh Seafood Private Limited has 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.

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 iv. I sought vote of members of the CoC by electronic voting system which was kept open from 08 January 2024 to 09 February 2024 i.e. at least for 24 hours as per the regulation 26.

5. The list of financial creditors of the Nyka Steels Private Limited being members of the CoC and distribution of voting share among them is as under:

Voting for Resolution Sl. Voting Name of Creditor Plan (Voted for / No. Share (%) Dissented / Abstained) 1 UCO Bank 100 Voted For 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- Minutes of the 10th CoC Meeting of the Corporate Debtor held on 04th January 2024 are attached with this certificate.

7. The amounts provided for the stakeholders under the Resolution Plan is as under:

Amoun Amo Am Amount Sub- Amount Sl Categor t unt oun Admitte Categor Claimed. y of Provide Prov t d y of d under ided Pro

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 N Stakeho Stakehol the to vide o. lder* der Plan the d to Amo the unt Am Clai oun med t Ad (%) mit ted (%) (1 (2) (3) (4) (5) (6) (7) ) 1 Secured (a) Financia Creditors l not Creditor having a s right to - - - - -vote under sub-section (2) of section 21 (b) Other - - - - -than (a) above: (i) who - - - - -did not vote in favour of NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 the resolutio n Plan (ii) who voted in favour of 51,45,80 50,51,50 7,91,00, 15.3 15.6 the ,514 ,179 000 7% 6% resolutio n plan Total[(a) 15. 51,45,8 50,51,5 7,91,00 15.3 + (b)] 66 0,514 0,179 ,000 7% % 2 Unsecur (a) ed Creditors Financia not l having a Creditor right to - - - - - s vote under sub-section (2) of section 21 (b) Other than (a) above: - - - - - (i) who did not

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 vote in favour of the resolutio n Plan (ii) who - - - - -voted in favour of the resolutio n plan Total[(a) - - - - - + (b)] 3 Operatio (a) nal Related - - - - - Creditor Party of s Corporat e Debtor (b) Other than (a) above: - - (i)Govern - - -ment - - - - - (ii)Work - -men - - - (iii)Empl oyees (iv) For 6,76,21, 2,77,07, - - -goods 186 939

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 and services Total[(a) - - - - - + (b)]

Grand Total 14. 58,22,0 53,28,5 7,91,00 13.5 84 1,700 8,118 ,000 9% %

Notes: 1. The total resolution plan value as per the resolution plan is INR 8,11,00,000. The amount of INR 7,91,00,000 in the table above excludes Unpaid CIRP Cost of INR 20,00,000. 2. The resolution plan also mentions that the CIRP cost shall be paid at actuals and excess shall be adjusted from the distribution to secured financial creditors.

8. The interests of existing shareholders have been altered by the Resolution plan as under: No. of No. of Voting Voting Category Shares Shares Share Share (%) Sl. No of Share held held (%) held held after Holder before after the before CIRP CIRP CIRP CIRP 1 Equity 1,28,125 NIL 100% NIL

9. The compliance of the Resolution Plan is as under:

Section of Requirement Clause of Complianc the Code / with respect to Resolution Plan e (Yes / No) Regulation Resolution Plan

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 No. 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 is 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 Affidavit dated 28 Yes Resolution August 2023 given by the Applicant has Resolution submitted an Applicant affidavit stating that it is eligible?

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 Section 30(2) Whether the Resolution Plan- (a) provides for Clause 4.7 (i) (a) Yes the payment of at Page No. 20 of insolvency the Resolution resolution Plan process costs? Read with Clause 4.10.1 at Page No. 25 of the Resolution Plan (b) provides for Clause 4.7 (i) (d) Yes the payment to (Payment to Other the operational Operational creditors? Creditors) @ Page No. 22 of the Resolution Plan AND Clause 4.7 (i) (c) (Operational Creditors including Outstanding Statutory Authorities Debt / Other Operational Creditors (excluding Workmen and Employees)) @

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 Page Nos. 21 of the Resolution Plan.

AND Clause 4.7 (i) (b) (Workmen and Employees) @ Page No. 20 of the Resolution Plan (c) provides for Clause 4.7 (i) (e) Yes the payment to (Financial Creditors) @ the financial Page Nos. 23 of creditors who did the Resolution not vote in Plan favour of the resolution plan? AND Clause 4.10.3 (Mandatory contents of Resolution Plan) at Pg No. 23 of the Resolution Plan (d) provides for Clause 5.4 Yes the management (Monitoring Committee) Pg. of the affairs of no.32 of the the corporate Resolution plan. debtor?

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 (e) provides for Yes the Clause 5.2 (Implementatio implementation n Schedule) @ and supervision Page Nos. 29-30 of the resolution of the Resolution plan? Plan AND Clause 5.4 (Monitoring Committee) Pg. no.32 of the Resolution plan. (f) contravenes Clause 4.10.11 Yes any of the (Mandatory contents of provisions of the Resolution Plan) law for the time @ page no. 26 of being in force?] the Resolution Plan And Clause 10.1 @ page no 47 of the Resolution Plan provides the RA does not contravenes any of the provisions of the law for the time being in force. Section 30(4) Whether the Financial Yes Resolution Plan Projections submitted with NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 (a) is feasible the Resolution and viable, Plan according to the CoC? Yes (b) has been approved by the CoC with 66% voting share? Section 31(1) Whether the Clause 5.2 Yes Resolution Plan (Implementatio has provisions n Schedule) @ for its effective Page Nos. 29-30 implementation of the Resolution plan, according Plan to the CoC? AND Clause 5.4 (Monitoring Committee) Pg. no.32 of the Resolution plan. Regulation3 Whether the Clause 4.7 (i) (d) Yes 8 (1) amount due to (Payment to Other the operational Operational creditors under Creditors) @ the resolution Page No. 22 of the plan has been Resolution Plan given priority in payment over And financial Clause 4.10.2 creditors? (Mandatory contents of NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 Resolution Plan) @ Page No. 25 of the Resolution Plan Regulation Whether the Clause 4.7 Yes 38(1A) resolution plan (Manner of payment of total includes a plan amount) @ statement as to Page No. 20-24 of how it has dealt the Resolution with the Plan interests of all stakeholders? Regulation (i) Whether the Clause 3.4 @ Yes 38(1B) Resolution Page No. 19 of the Resolution Plan Applicant or any of its related AND parties has failed Clause 4.10.12 to implement or (Mandatory contributed to contents of the failure of Resolution Plan) implementation @ Page No. 26 of the Resolution of any resolution Plan plan approved under the Code. NA (ii) If so, whether the Resolution Applicant has submitted the statement giving details of such non-

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 implementation? ] Regulatio(na) Whether the Clause 5.2 Yes 38(2) Resolution Plan (Implementatio provides: n Schedule) @ (a) the term of Page Nos. 29-30 the plan and its of the Resolution Plan implementation schedule? AND Clause 5.4 (Monitoring Committee) Pg. no.32 of the Resolution plan. (b) for the Clause 5.4 Yes management (Monitoring Committee) and control of Pg. no.32 of the the business of Resolution the corporate plan. debtor during its term? (b) (c) (c) adequate Clause 5.2 Yes means for (Implementatio supervising its n Schedule) @ implementation? Page Nos. 29-30 of the Resolution Plan AND Clause 5.4

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 (Monitoring Committee) Pg. no.32 of the Resolution plan. 38(3) Whether the Clause 2.4 @ Pg Yes resolution plan No. 15 of the Resolution Plan. demonstrates that – AND Clause 4.10.5 (a) it addresses (Mandatory the cause of contents of default? Resolution Plan) @ Page No. 25 of the Resolution Plan (b) it is feasible Financial Yes and viable? Projections submitted with the Resolution Plan (c) it has Clause 5.2 Yes provisions for its (Implementatio n Schedule) @ effective Page Nos. 29-30 implementation? of the Resolution Plan AND Clause 5.4 (Monitoring Committee) Pg. no.32 of the Resolution plan

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 (d) it has Clause 5.5 (List Yes provisions for of approvals, from whom and approvals estimated required and the timelines) @ timeline for the Page Nos. 32-33 same? of the Resolution Plan (e) the resolution Clause 3 Yes applicant has (Overview of the RA) @ Page the capability to No. 16-19of the implement the Resolution Plan resolution plan? AND Clause 4.10.6 (Mandatory contents of Resolution Plan) @ Page No. 25 of the Resolution Plan 39(2) (d) Whether the RP Clause 9.1 Yes has filed (Receivable applications in from avoidance respect of application) @ transactions Page No. 42 of the observed, found Resolution Plan or determined by him? Regulatio(ne) Provide details of -- Yes, 39(4) performance Performanc security e Security received, as of INR referred to in 1,62,20,000 sub-regulation

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 (4A) of regulation is provided 36B.

10. The CIRP has been conducted as per the timeline indicated as under: Section of Latest the Code / Timeline Description of Activity Actual Date Regulation under No. regulation 40A Section Commencement of CIRP 03 February 03 February 16(1) and Appointment of IRP 2023 2023 Regulation Publication of Public 06 February 10 February 6(1) Announcement 2023 2023 (order was received by IRP on 9 February 2023) Section Submission of Claims 17 February 24 February 15(1)(c) 2023 2023 /Regulation 12 (1) Regulation Verification of Claims 24 February 03 March 13(1) 2023 2023 Section Application for Appointment 26 February NA 26(6A) / of Authorised 2023 Regulation Representative, if necessary 15A Regulation Filing of Report Certifying 26 February 06 March 17(1) Constitution of CoC 2023 2023 Section First Meeting of the CoC 05 March 09 March 22(1) and 2023 2023 regulation 17(2)

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 Regulation Determination of fraudulent 29 May 2023 21 June 35A and other transactions 2023 (Auditor was appointed by the RP) And 09 January 2024 (date of receipt of transaction audit report) Regulation Appointment of two 22 March 22 June 27 Registered Valuers 2023 2023 Regulation Submission of Information 09 May 2023 11 August 36 (1) Memorandum to CoC 2023 (Within 1 day of receipt of undertaking from CoC) Regulation Invitation of EoI 04 April 2023 21 June 36A 2023 Publication of Form G 04 April 2023 21 June 2023 Provisional List of 29 April 2023 31 July Resolution Applicants 2023 Final List of Resolution 14 May 2023 18 August Applicants 2023 Regulation Issue of Request for 19 May 2023 05 August 36B Resolution Plan, which 2023 includes Evaluation Matrix and Information

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 Memorandum to Resolution Applicants Section Submission of CoC 13 February 26 February 30(6) / approved Resolution Plan 2024 2024 Regulation 39(4) Section Approval of Resolution Plan 28 February - 31(1) 2024

11. The time frame proposed for obtaining relevant approvals is as under:

The Successful Resolution Applicant has sought certain reliefs, concessions and dispensation as more particularly set out under Clause 8 of the resolution plan.

12. The Resolution Plan is not subject to any contingency.: Yes

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): NIL

14. The Resolution Plan was filed on 26 February 2024, i.e. 2 days before the expiry of the period of CIRP provided in section 12 of the Code. Hon’ble NCLT vide order dated 12 March 2024, Hon’ble NCLT allowed the extension of 74 days from 16 December 2023, making 28 February 2024, the last of CIRP.)

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

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 date: No, the RP was appointed vide order dated 12 May 2023, which was received by RP on 20 May 2023. Pursuant to appointment and as approved by CoC, the auditor was appointed on 21 June 2023 and the final audit report was received on 09 January 2024.

(b) filed Form CIRP 8 with the Board on or before the one hundred and fortieth day of the insolvency commencement date: No, transaction audit was not concluded on or before the one hundred and fortieth day of the insolvency commencement date.

15. Provide details of section 66 or avoidance application filed / pending. Sl. Type of Transaction Date of Filing Date of Brief of No. with Order of the the Adjudicating Adjudicating Order Authority Authority 1 Preferential 23 February - -transactions under 2024 section 43 2 Undervalued - - -transactions under section 45 3 Extortionate credit - - -transactions under section 50 4 Fraudulent 23 February - -transactions under 2024 section 66

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 15A. The committee has approved a plan providing for contribution under regulation 39B as under: The members in the 10th CoC Meeting unanimously decided that the above shall be discussed and pursued in the ensuing CoC meeting, if none of the resolution plan receive requisite majority.

15B. The committee has recommended under regulation 39C as under: a. Sale of corporate debtor as a going concern: NA b. Sale of business of corporate debtor as a going concern: NA

Note: The members in the 10th CoC Meeting unanimously decided that the above shall be discussed and pursued in the ensuing CoC meeting, if none of the resolution plan receive requisite majority.

15C. The committee has fixed, in consultation with the resolution professional, the fee payable to the liquidator during the liquidation period under regulation 39D. - NA

Note: The members in the 10th CoC Meeting unanimously decided that the above shall be discussed and pursued in the ensuing CoC meeting, if none of the resolution plan receive requisite majority.

16. I, Avil Menezes 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.

Name of the Resolution Professional: Avil Menezes IP Registration No: IBBI/IPA-001/IP-P00017/2016-17/10041 Authorization for Assignment valid till 27th November 2024 Address as registered with the Board: 106, 1st Floor, Kanakia Atrium 2, Cross Road A, Behind Courtyard Marriott, Chakala, Andheri East, Mumbai - 400093

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 Email id as registered with the Board: avil@caavil.com Date: 23-05-2024 7. 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. Lalita Santosh Powle in Consortium with Pravesh Seafood Private Limited stating that the plan is in accordance with the Section 30(2) and other provisions laid down under the code. 8. 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. 9. 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), 38(1)(a), 38(2)(a), 38(2)(b), 38(2)(c) & 38(3) of the Regulations.

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 10. 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 10th meeting held on 04.01.2024 with 100% (Hundred percent). 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

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 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 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).”

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 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 the Code and is in accordance with law. The same needs to be approved. Hence ordered. ORDER 15. The Application IA-30/2024 in CP(IB)/1009/(MB- IV)/2020 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. 13.1. 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. 13.2. 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

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 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 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. 13.3. 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. 13.4. The moratorium under Section 14 of the Code shall cease to have effect from this date. 13.5. 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. 13.6. The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA-30/2024 IN CP (IB)/1009/MB-IV/2020 the IBBI along with copy of this Order for information. 13.7. The Applicant shall forthwith send a certified copy of this Order to the CoC and the Resolution Applicant, respectively for necessary compliance. 16. The Interlocutory Application i.e. IA-30/2024 in CP(IB)/1009(MB)/2020 is allowed accordingly disposed of.

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