Approval of Resolution Plan - Osian's Connoisseurs of Art Pvt. Ltd.

1. I.A No.2645 /2022 The instant Application is filed by, Interim Resolution Professional (Applicant) under section 30 and 31 of the Insolvency and Bankruptcy Code, 2016 (“the Code”), seeking following reliefs:

a) To approve the Resolution Plan of the Resolution Applicant as approved by the CoC member by 100% votes in its favor as per the provisions of the Code; b) For such other orders as may be necessary in the interest of justice.

Brief Facts

2. M/s. Osian’s Connoisseurs of Art Pvt Ltd (‘Corporate Debtor’) was admitted into Corporate Insolvency Resolution Process (‘CIRP’) vide order dated 09.12.2021 under Section 7 of the Code and Mr. Girish Siriram Juneja i.e. the Applicant was appointed as the Interim Resolution Professional (‘IRP’).

3. After becoming aware of the appointment of the IRP, the Applicant in compliance with Section 13, 15 and other applicable provisions of the Code read with Regulation 6 of the IBBI (CIRP) Regulations, 2016 made

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 a public announcement regarding commencement of CIRP of the Corporate Debtor and invited proof of claim from the creditors of the Corporate Debtor in the following newspapers: a) The Financial Express - Mumbai Editions, (English Language) dated 18.12.2021.

b) Navakal, Mumbai Edition (Marathi language) dated 18.12.2021.

c) A corrigendum regarding the registered office of the Corporate Debtor in the Financial Express, Mumbai Editions, (English Language) dated 23.12.2021.

d) A corrigendum regarding the registered office of the Corporate Debtor in Navakal, Mumbai Edition (Marathi language) dated 23.12.2021.

e) The Financial Express, Delhi Edition (English Language) dated 30.12.2021.

f) Navakal, Delhi Edition (Hindi language) dated 31.12.2021.

Constitution of CoC and its Meetings

4. The Applicant received claims for Rs.611,56,27,734/- (Rupees Six Hundred Eleven Crores Fifty-Six Lakhs Twenty-Seven Thousand Seven Hundred and Thirty-Four out of which Rs.557,79,46,861/- (Rupees Five Fifty-Seven Crores Seventy-Nine Lakhs Forty-Six Thousand Eight Hundred and Sixty-One has been admitted as per following details:

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019

Sr. Category of Creditor Summary of Summary of Summary of No Claims Received Claim Admitted Claim (Rs.) (Rs.) Rejected (Rs.)

1. S ecured financial 396,85,11,735 393,18,48,785 3,66,62,950 creditors (other than financial creditors belonging to any class of creditors 2. O perational Creditors 2,29,86,320 2,26,12,131 3,74,189 (Employees)

3. O perational Creditors 133,12,12,578 133,12,12,528 50 (Government Dues)

4. O perational creditors 79,29,17,101 29,22,73,417 50,06,43,684 (other than workmen and Employees and Government Dues)

Total 611,56,27,734 557,79,46,861 53,76,80,873

5. Based on the admitted claims, Committee of Creditors (‘CoC’) was constituted on 06.01.2022, consisting of the following members with their voting percentage:

Sr. No Name of the Financial Voting Percentage Creditor 1. IDBI Bank Ltd 52.39% 2. Axis Bank Ltd 47.61% Total 100%

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019

6. The Applicant submits that as on the date of filing the Application, 10 (Ten) CoC meetings have been held during CIRP period, as follows: Particulars Date of CoC Meeting 1st CoC Meeting held on 14.01.2022 2nd CoC Meeting held on 21.02.2022 3rd CoC Meeting held on 5.04.2022 4th CoC Meeting held on 9.05.2022 5th CoC Meeting held on 30.05.2022 6th CoC Meeting held on 27.06.2022 7th CoC Meeting held on 18.07.2022 8th CoC Meeting held on 01.08.2022 9th CoC Meeting held on 10.08.2022 10th CoC Meeting held on 25.08.2022

7. However, during the course of the hearing of this IA various queries were raised by this Tribunal, in response to which CoC meetings were held as apparent from the additional affidavits discussed in the later part of this order.

Appointment of Valuers 8. The Registered Valuers appointed for conducting valuation are as follows:

Sr. No. Category Details of Professional Mr. Mangesh Shinde 1. Registered Valuer (IBBI/RV/07/2019/11026) (Plant and Machinery) Mr. Alok Kumar Gupta (IBBI/RV/07/2019/12037) Mr. Kapil Maheshwari 2. Registered Valuer

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 (Securities and Financial (IBBI/RV/05/2019/11264) Assets) Mr.Jayesh Shah (IBBI/RV/07/2020/13066)

9. The summary of Valuation along with Valuation Reports provided by the above four valuers are annexed as Exhibit F to the Application. According to the valuation summary and Form H the fair market value and Liquidation value are as under:

Sr. No Particulars Amount 1. Fair Value Rs.21,83,91,870 2. Liquidation value Rs.15,82,91,498

Issuance of FORM G

10. The Expressions of Interest (‘EOIs’) were invited by publication of Form G on 26.02.2022 and revised Form G on 13.03.2022. Further, the Final List of Eligible Prospective Resolution Applicants was published on 22.04.2022.

11. The Information Memorandum and Request to submit Resolution Plan were issued to the Prospective Resolution Applicants on 12.04.2022.

12. As per the Revised Form G on 13.04.2022 the last date of submission of the Resolution Plan was 12.05.2022. However, based on the extension request received from the Prospective Resolution Applicants, with approval of CoC time for submission of the Resolution Plan has been extended time and again and final extension was granted upto 08.08.2022.

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 Extension and Exclusion of CIRP Period

13. The IRP had filed an extension application under Section 12(2) r/w Section 12(3) of the Code, r/w Regulations, 40 of CIRP Regulations, 2016 for seeking extension for a period of 90 days (i. e. IA no. 1520 of 2022) as the 270-day CIRP period was to end on 06.06.2022 so as to extend the said period till 04.09. 2022.The said IA was allowed by this Tribunal vide its order dated 10.06.2022.

14. The IRP again filed an exclusion application under Section 12(2) r/w Section 12(3) of the Code, r/w Regulations, 40 of CIRP Regulations, 2016 for seeking exclusion for a period of 15 days (I.A.2613 of 2022) as CIRP period was to end on 04.09.2022 so as to extend the said period till 19.09.2022. The said I.A. was approved by this Tribunal vide its order dated 11.11.2022.

15. The final PRAs who submitted their Resolution Plans by the last submission dates were: i) Karan Pal Singh ii) Prudent ARC Limited

Approval of Resolution Plan by the Committee of Creditors

16. The Resolution Plan submitted by Mr. Karan Pal Singh, i.e. the Successful Resolution Applicant (‘SRA’) was approved by the CoC in its 10th COC Meeting held on 25.08.2022 by 100% of the vote in favour of the Plan. Copy of the Minutes of the 10th CoC meeting along with e-voting results is annexed as Exhibit E to the Application.

17. The Applicant submits that the Applicant has also issued a Letter of Intent (‘LOI’) on behalf of CoC to the SRA dated 12.09.2022.

18. We may mention that the unsuccessful Resolution Applicant i.e. Prudent ARC Limited had filed an I.A. bearing No.2629 of 2022 on 08.09.2022 seeking directions to the Applicant to allow the unsuccessful Resolution

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 Applicant to submit its modified Resolution Plan for consideration of the CoC. This Tribunal after perusing the facts and submissions made by the parties and considering the decision taken by the CoC in its commercial wisdom, vide order dated 10.10.2024 dismissed the said I.A. There is no other objection to the present application.

Salient Features of the Resolution Plan

SRA Background

19. According to the Resolution Plan submitted by the SRA, Mr. Karanpal Singh, is an entrepreneur and investor who has closed around Rs.500 crores worth investments in India and overseas that deals in varied sectors such as Art work, mining, real-estate, retail, hospitality, media and new age start-ups and technology having experience of around 2 decades. He is a Founder of Hunch Ventures, Hunch Circle, KJS Concrete, Nameh Hotels and Resorts, headquartered in New Delhi.

Performance Guarantee:

20. The SRA has deposited performance bank guarantee of INR 1,66,50,000/- (Rupees One Crore Sixty-Six Lakhs Fifty Thousand only) dated 16.09.2022 and has undertaken to keep it alive till 100% payment is made to all the stakeholders in accordance with the Resolution Plan.

Affidavit under 29 A of the Code

21. The SRA has submitted an Affidavit dated 20.06.2022 stating that 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. The Affidavit under 29 A of the Code is annexed to the Application as Exhibit H.

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 Monitoring Committee

22. A committee comprising of Mr. Girish Siriram Juneja and one representative of each Secured Creditor from IDBI Bank and Axis Bank, together with proposed CEO & CFO of Corporate Debtor (Resolution Applicant) are proposed to be appointed as monitoring agency as per the provisions of the Code until full consideration is paid as per the Resolution Plan and original documents are handed over to the Resolution Applicant.

Appointment of New Board of Directors and Key Managerial Personnel

23. It is proposed that the Company shall be a Board managed company upon approval of the Proposed Plan. A Board would be formed within 30 days of the date of approval of Resolution Plan by the Adjudicating Authority and other approvals, if any, required.

23.1 The new board shall consist of following members: i. Mr Karan Pal Singh- Director ii. Mrs. Hemangini Singh- Director iii. Mr. Siddhartha Gautam Mohanty- Chief Executive Officer iv. Mr. Ankit Gandhi- Chief Financial Officer.

Reduction of Share Capital

24. It is proposed to reduce the share capital and issue fresh share to the SRA and his wife Mrs. Himangini Singh.

24.1 With cancellation of present paid up capital to Rs.0 and additional capital of Rs.6,00,00,000/- through fresh issue of 60,00,000 shares will be made to the resolution Applicant at face value per share of Rs.10 each at par, to make the shareholding of Resolution Applicant

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 and his wife at 100% shareholders/members of the Corporate Debtor.

24.2 The new proposed shareholding pattern is as follows:

Particulars No. of Shares Face value Total share % Holding held Capital (Amt in Rs.) Resolution 30,00,000 10 300,00,000 50% Applicant Mr. Karanpal Singh Mrs. 30,00,000 10 300,00,000 50% Himangini Singh Total 60,00,000 10 600,00,000 100%

Payment offered to Stakeholders

25. As per the proposed Plan, RA has proposed a total financial outlay of Rs.30.20 crores to be paid to different categories of stakeholders in 5 tranches out of which Rs. 10 crores shall be paid upfront within 30 days.

(Rs. in Crores) Particulars Upfront Within Withi Withi Within Total Payment 120 n 210 n 300 390 Amt. in 30 days days days days days Secured Financial 8.63 5.00 5.00 5.00 5.20 28.83 Creditors Operational 0.25 0.00 0. 00 0. 00 0. 00 0.25 Creditors (Employees) Operational 0.25 0. 00 0. 00 0. 00 0. 00 0.25 Creditors

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 (Government Dues) Operational 0.25 0. 00 0. 00 0. 00 0. 00 0.25 Creditors (Other than Workmen and Employees and Government Dues CIRP Cost 0.62 0. 00 0. 00 0. 00 0. 00 0.62

Total 10.00 5.00 5.00 5.00 5.20 30.20

#CIRP Cost is estimated at Rs.62 lakhs but will be paid at actuals. In case where the CIRP cost exceeds Rs.62 Lakhs, the deficit shall be paid from the fund allocated to the Secured Creditors

26. According to the Form H, the amounts provided for the stakeholders under the Resolution Plan are as under: (Amount in Rupees) Sl Category of Amt claimed Amt Admitted Amt provided Amt stakeholder under the provided Plan to the Amt Claimed (%) 1. Secured - - - - Financial Creditors (a) Creditors Not having a right to vote under subsection (2) of Section 21 (b) Other than (a) - - - -above: (i) who did not vote in favour of the Resolution Plan

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 (ii) who voted in 396,85,11,735 393,18,48,785 28,83,00,000 7.33 favour of the Resolution Plan Total of (a) + (b) 396,85,11,735 393,18,48,785 28,83,00,000 7.33 2. Unsecured Financial - - - - Creditors (a)Creditors Not having a right to vote under subsection (2) of Section 21 b) Other than (a) - - - -above: (i) who did not vote in favour of the Resolution Plan iii) who voted in - - - -favour of the Resolution Plan Total (a)+ (b) - - - - 3. Operational Creditors (a)Related Party of the Corporate Debtor Other than (a) above i) Government 133,12,12,578 133,12,12,578 25,00,000 0.19 ii) Workmen - - - -iii) Employees 2,29,86,320 2,26,12,131 25,00,000 11.06 iv) Other 7,92,917,101 2,92,273,417 25,00,000 0.86 Operational Creditors Total (a) + (b) 214,71,15,999 164,60,98,126 75,00,000 12.11 4 Other debts and - - - -dues Grand total 611,56,27,734 557,79,46,861 29,58,00,000 19.44

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 Notes: 1. The CIRP cost to be paid in full within 30 days and in priority over all other debts. CIRP cost is estimated at Rs. 62 lakhs and in case where the CIRP cost exceeds Rs.62 Lakhs, the deficit shall be paid from the fund allocated to the Secured Creditors.

2. The SRA vide additional affidavit dated 19.08.2024 undertook to make full payment towards payment of gratuity to employees and workmen. Thus apart from previously committed payment of Rs. 25,00,000/- amount of Rs.99,18,732/- will also be paid towards gratuity. Therefore, the total amount that will be provided towards gratuity is Rs.1,24,18,732/-.

Additional Affidavit dated 12.04.2024 on behalf of the Applicant

27. During the course of the hearing 05.04.2024, upon query from this Tribunal Ld. Counsel for the Applicant sought time to provide details of Rs.2.26 crores payable to the employees, on the account of salary/gratuity/leave salary/LTA. Therefore, the Applicant was granted time to place the details of amount payable to the employees on various heads by way of an Affidavit. Accordingly, an additional Affidavit dated 12.04.2024 was filed, the relevant extract of which is given below:

“ 3. It is submitted that an internal Pg. 20-21 of the Resolution Plan (Pg. 382-383 of the IA), the Resolution Plan sets out Claims of Employees & Workmen (Clause 1.16). However, the Resolution Plan erroneously describes all the claims of Employees and Workmen as 'Gratuity' claims, which is not the correct factual position.

4. It is submitted that the admitted Claims of Employees & Workmen amount to Rs. 2,26,12,131/- (Rupees Two Crores Twenty-Six Lakhs Twelve Thousand One Hundred Thirty-One Only) out of which a sum of Rs, 1,24,18,732/- (Rupees One Crore Twenty-Four Lakhs Eighteen Thousand Seven Hundred Thirty-

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 Two only) has been admitted towards gratuity. The table evidencing the bifurcation of the admitted claims of Employees & Workmen is attached hereto and marked as ‘Annexure 1’.

28. According to Annexure 1, the breakup of details of admitted claim of employees of Rs.2,26,12,131/- is given below:

Total Total Claims Salary/ Leave LTA Amount Admitted TDS Salary Claimed 2,26,12,131 66,37,603 124,18,732 16,53,282 19,02,514

Additional Affidavit dated 19.08.2024 filed by the Applicant

29. It was noted that the out of the admitted claim of Rs.2.26 crores an amount of only Rs. 25 lakhs was proposed to be paid to the employees. Subsequently the SRA has provided undertaking by way of affidavit dated 19.08.2024, to pay the full amount of gratuity in following terms:

“5. That in terms of the judgment dated 21.10.2022 passed by the Hon'ble National Company Law Appellate Tribunal in the matter of Jet Aircraft Maintenance Engineers Welfare Association v. Ashish Chhawchhwaria Resolution Professional of Jet Airways (India) Ltd. Ors. (Company Appeal (AT) (Ins) Nos 987, 643, 801, 915 and 771 of 2022) and in compliance of the order dated 05.07.2024 passed by this Bench, the deponent herein undertakes to make a provision for Employees and Workmen towards their payment of gratuity in full i.e., a total amount of INR 1,24,18,7321- (Rupees One Crore Twenty-Four Lakh Eighteen Thousand Seven Hundred Thirty-Two Only). Thus, apart from the previously committed payment of INR 25,00,000/- (Rupees Twenty-five Lakh Only), the balance

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 amount of INR 99,18,732/- (Rupees Ninety-Nine Lakh Eighteen Thousand Seven Hundred Thirty-Two Only) will also be paid. The SRA commits to pay the full amount of gratuity i.e., INR 1,24,18,732/-. (Rupees One Crore Twenty- Four Lakh Eighteen Thousand Seven Hundred Thirty-Two Only).

Osian's Art Fund 30. The Applicant has stated that Osian's Art Fund (‘Fund') was sponsored & created as an unregistered private trust by the Corporate Debtor under a Trust Deed dated 10.03.2006 pursuant to which the Corporate Debtor has entered into an Asset Management Agreement dated 08.06.2006 and thereby assumed the role of the Asset Management Company for the Fund. Since the assets of the Fund do not form part of the assets of the Corporate Debtor, all and any claims arising in relation to the said Fund trust shall be dealt with in accordance with the Fund documentation and in compliance with SEBI/SAT order, if any.

Additional Affidavit dated 13.11.2024 on behalf of the Applicant

31. During the hearing dated 15.10.2024 it was noted that Clause 1.20 of the Resolution Plan provides that all disputed liabilities and cases pending against the Corporate Debtor shall be withdrawn and would stands abated on the approval of the Resolution Plan by NCLT. It was further observed that Form H was undated therefore the Tribunal directed the Applicant to provide latest position as to the pending list of litigations and date of Form H.

31.1 The Applicant vide its Additional Affidavit dated 13.11.2024 provided the date of Form H and List of Cases pending against the Corporate Debtor.

31.2 The Cases involving the Corporate Debtor apart from those IAs pending before this Tribunal are as follows:

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019

Sr. Parties Court Next date Claim No 1. DPS Ahuja Vs. City Civil Court, 28.11.2024 Claim of Rs. Oseta and Bangalore 10,00,800 plus Others O.S.No. 7770 of interest @ 18% (Respondent 2014. p.a. on the No.2) outstanding dues 2. Mumbai Mirror Court of Defamatory news Various Sessions, article dated Applicants vs Mumbai 14.02.2019 Osian published in Connoisseurs Mumbai Mirror of Art Private titled Osian Limited and trying to sell Anr fakes a. Atul Dodiya vs Criminal Revision 28.11.2024 Osian Application No.826 of 2019 b. Reema vs Criminal Revision 28.11.2024 Osian Application No.812 of 2019 c. Ranjit Hoskote Criminal Revision 28.11.2024 vs Osian Application No.828 of 2019 d. Meenal Baghel Criminal Revision 28.11.2024 VS Osian Application No.811 of 2019 e. Gulam Criminal Revision 28.11.2024 Mohammad Application Sheik vs Osian No.825 of 2019

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 f. Abhay Criminal Revision 28.11.2024 Maskara vs Application Osian No.1283 of 2019 g. Shireen Criminal Revision 28.11.2024 Gandhy vs Application Osian No.827 of 2019 3. Girish Siriram NCLT Mumbai 14.11.2022 IA filed against Juneja vs I.A. No. 2191 of Income Tax to Office of 2022 recall its notice Assistant and defreeze the Comissioner of bank account of Income Tax the Corporate Debtor

PUFE Transaction:

32. The details of PUFE/ avoidance applications which are pending are given below:

Sr. Type of Transaction Amount (Rs.) I.A. No No 1. Preferential 12,00,000/-transactions under Section 43 of the Code I.A.3463 of 2023

2. Fraudulent 80,54,07,122/- I.A.3463 of transactions under 2023 Section 66

Total 80,66,07,122/-

Additional Affidavit dated 18.03.2025 on Behalf of the Applicant 33. The SRA in Para 10.1 Section 10 of the Resolution Plan had stated that the Proceeds (if any) arising out of any such transaction, shall vest with the Resolution Applicant/ Corporate Debtor. Therefore, this Tribunal on 14.01.2025 had sought clarification whether the CoC had considered the MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 said clause and had taken conscious decision for the same. Extract of the daily order dated 14.01.2025 is given below:

“This application is listed under the category ‘for clarification’. There is one PUFE application bearing I.A. No. 3463/2023 pending before this Tribunal wherein amount under section 43 id Rs.12 lakhs and amount under section 66 is Rs.80,54,07,122/-. According to Clause 10.1 of Section 10 of the Resolution Plan, “The proceeds (if any) arising out of any such transactions shall vest with the Resolution Applicant/ Corporate Debtor.

Clarification was sought whether the CoC has considered the said clause 10.1 sub clause XI of section 10 of the Resolution Plan and has taken conscious decision that the proceeds of the PUFE application shall vest with the Resolution Applicant, Ld. Counsel for the RP undertakes to file Affidavit for clarification within two weeks.”

34. Pursuant to daily order dated 14.01.2025, the IRP filed Additional Affidavit dated 18.03.2025, relevant extract of which is reproduced below:

“6. …. on 21st January 2025, the 15th Committee of Creditors meeting was scheduled wherein the query was placed before the CoC members for discussion and after detailed discussion, the representative of SRA sought time to seek instructions and therefore the meeting remained inconclusive.

7. Subsequent to the meeting, the CoC members discussed the, issue with the representative of the SRA and after detailed discussion the SRA provided its final clarification vide email dated 24th February 2025.The relevant extract from the said email dated 24th February 2025 is as follows: “Further, on behalf of the SRA, we confirm that subject to all the legal expenses to be borne by the COC, the proceeds from the PUFE transactions shall be transferred to COC." (Emphasis Provided)

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019

The CoC members consented to the clarification provided by SRA vide their email dated 24th February 2025.”

35. From the affidavit dated 18.03.2025 it is noticed that 15th CoC meeting was reconvened on 28.02.2025, and the emails of the SRA and CoC members were placed before the CoC. The SRA has also executed an undertaking dated 11.03.2025 in support of the said clarification. We take on record the undertaking given by the SRA that the proceeds from the PUFE transactions shall be transferred to COC subject to the legal expenses to be borne by the CoC, which will form an integral part of the Resolution Plan.

Total Plan Value

36. We note that the resolution Applicant has offered an amount of Rs.29,58,00,000/- to the Creditors under the Resolution Plan. Considering the CIRP Cost of Rs. 62,00,000/- and the additional amount of Rs. Rs.99,18,732/- to be paid towards gratuity in addition to previously committed payment of Rs. 25,00,000/-, the Resolution Plan value comes to Rs.31,19,18,732/-.

Compliance Certificate in Form – H 37. Pursuant to Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the Successful Resolution Applicant has prepared a Compliance Certificate dated 16.09.2022 in Form H which is annexed to the Application as Exhibit J.

1.1 Compliance of mandatory requirements under the Insolvency & Bankruptcy Code, 2016:

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 Sr. Particulars Compliance No. 1 Section 25: Yes. Whether the Resolution Applicant meets the criteria approved by the CoC having regard to the complexity and scale of operations of business of the Corporate Debtor?

2 Section 29A: Yes. Whether Resolution Applicant is eligible to submit resolution plan as per final list of Resolution Professional or Order, if any, of the Adjudicating Authority?

3 Section 30: (1) Whether the Resolution Yes. Applicant has submitted an Received along with EOI affidavit stating that it is eligible? - Annexure F.

(2)(a) Whether the Resolution Plan Yes, provides for payment of insolvency Page No.82 Section 6 resolution process costs?

(2)(b) Whether the Resolution Plan Yes. provides for the payment of the Page No. 64 & Section 4 debts of operational creditors? & Page No.70, Point 2 (2)(b) Whether the Resolution Plan Yes. provides for the payment to the Page No. 64, Section 4 & financial creditors who did not vote Page No. 70, Point 3 in favor of the resolution plan?

2(c) Whether the Resolution Plan Yes. provides for the management of the Page No. 89, Section 9 affairs of the Corporate Debtor?

2(d) Whether the Resolution Plan Yes. Page No. 89, Provides for implementation and Section 9 & Page No. 92, supervision of the resolution plan? Section 10.

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 (2)(e) Whether the resolution plan No. contravenes any of the provisions of Page No. 51, Point xii the law for the time being in force?

(4)(a) Whether the Resolution Plan Yes. is feasible and viable, according to the CoC? The RA has provided the restructured balance sheet after the implementation of the Resolution Plan and has also included a Valuation Report as part of the Plan. Further, on Page No. 93, Point VI of the Resolution Plan has included a comment of the feasibility and viability of his resolution plan.

(4)(b) Whether the Resolution Plan Yes. The Resolution has been approved by the CoC with Plan has been approved 66% voting share? with 100% voting.

4 Section 31(1): Yes. Whether the Resolution Plan has Page 87 to 93 provisions for its effective Section 8 to 10 implementation Plan, according to CoC

5 Section 35A: Whether the resolution professional Yes made a determination if the corporate debtor has been subjected to any transaction of the nature covered under sections 43, 45, 50, or 66, before the one hundred and fifteenth day of the insolvency commencement date, under intimation to the Board?

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 1.2 Compliance under mandatory requirements under IBBI (Insolvency Resolution Process of Corporate Debtors) Regulations, 2016

Regulation 38 1 Whether the amount due to the Yes. operational creditors under the Page No. 64, Section 4 & resolution plan has been given Page No. 70, Point 2 priority in payment over financial creditors?

1A Whether the resolution plan Yes. includes a statement as to how it Page 3 of the Financial has dealt with the interest of all Proposal includes a stakeholders? statement and distribution to this extend.

1B i) Whether the Resolution Yes. Applicant or any of its Page No. 93, Point XII related parties has filed to implement or contribute to the failure of implementation of any resolution plan approved under the Code? ii) If so, whether Resolution Applicant has submitted the statement giving details of such non-implementation?

2(a) Whether the Resolution Plan Yes. provides the term of the plan and Page No. 87, Section 8 its implementation schedule?

2(b) Whether the Resolution Plan Yes. provides for the management and Page No. 89, Section 9 control of the business of the corporate debtor during its term?

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 2(c) Whether the Resolution Plan Yes. provides adequate means for Page No. 89, Section 9 supervising its implementation?

3 Whether the Resolution Plan demonstrates that - (a) It addresses the cause of default? Yes. Page No. 13, Point 1.4 (b) It is feasible and viable? Yes. The RA has provided the restructured balance sheet after the implementation of the Resolution Plan and has also included a Valuation Report of the Plan. Further, on Page No. 93, Point VI of the Resolution Plan has included a comment of the feasibility and viability of his resolution plan (c) It has provisions for its effective Yes. implementation? Page No. 87 Page No. 93, Section 8 to 10 (d) It has provisions for approvals Yes. required and the time for the Page No. 94, Point c same?

(e) The Resolution Applicant has the Yes. capacity to implement the Page No. 52, Resolution Plan? Section 3 of the Resolution Plan includes a profile of the RA and his group companies including the source of funds and his experience in turnaround initiatives.

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 Regulation 39

2 Whether the RP has filed Yes applications in respect of transactions observed, found or determined by him?

4 Provide details of performance Yes. security received as referred to in The Performance Security sub-regulation (4A) of Regulation in the form of Bank 36. Guarantee was received on 17.09.2022

1.3 The CIRP has been conducted as per the timeline indicated as under: Section/ Description of Latest Dates Actual Regulation Activity Timeline according Date No. under to Regulation Regulation 40A 40A Section Commencement T 09.12.2021 09.12.2021 16(1) of CIRP and Appointment of IRP Regulation Publication of T+3 12.12.2021 18.12.2021 6(1) Public Announcement Section Submission of T+14 23.12.2021 30.12.2021 15(1)(c)/ Claims Regulation 12(1) Regulation Verification of T+21 30.12.2021 06.01.2022 13(1) Claims Section Application for T+23 01.01.2022 NA 26(6A)/ Appointment of Regulation Authorized 15A Representative, if necessary

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 Regulation Filing of Report T+23 01.01.2022 07.01.2022 17(1) certifying Constitution of CoC Section First Meeting of T+30 08.01.2022 14.01.2022 22(1) and CoC Regulation 17(2) Regulation Determination T+115 03.04.2022 13.09.2022 35A of fraudulent and other transactions Regulation Appointment of T+47 25.01.2022 25.01.2022 27 two registered Valuers Regulation Submission of T+54 01.02.2022 24.02.2022 36(1) Information Memorandum to CoC Regulation Invitation of EoI T+75 22.02.2022 26.02.2022 36A 13.03.2022 Publication of T+75 22.02.2022 26.02.2022 Form G 13.03.2022 Provisional list T+100 19.03.2022 29.03.2022 of Resolution Applicants Final list of T+115 03.04.2022 22.04.2022 Resolution Applicants Regulation Issue of RFRP T+105 24.03.2022 12.04.2022 36B including Evaluation Matrix, etc Section Submission of T+165 23.05.2022 19.09.2022 30(6)/ CoC approved Regulation Resolution Plan 39(4)

38. 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 MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 Code. The Resolution Plan also meets the requirements of Regulations 37, 38, 38(1A) and 39 (4) of the IBBI Regulations, 2016.

39. The Bench also observes that, Resolution Plan of the SRA, 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 Monitoring Committee as specified u/s 30(2)(d) of the Code.

40. This Bench further observes in the present application that the CoC with requisite majority has approved to the Resolution Plan in the 10th CoC Meeting held on 25.08.2022 with 100% voting share respectively, hence as per the CoC, the plan meets the requirements of being viable and feasible for the reviving the Corporate Debtor. The Resolution Plan provides for a detailed implementation schedule with specific timelines and the manner in which the management, control and supervision of the Corporate debtor would lie.

41. 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

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 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.

42. In Committee of Creditors of Essar Steel India Limited through Authorised Signatory Vs. Satish Kumar Gupta & Ors (2020) 8 SCC 531, 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 has approved.

43. 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 Regulations, the same needs to be approved. Accordingly, the Resolution Plan is approved with the following directions:

i. The Resolution Plan submitted by Mr. Karan Pal Singh read with additional affidavit dated 12.04.2024, 19.08.2024, and 13.11.2024 and 18.03.2025, is hereby approved. The additional affidavit dated 12.04.2024, 19.08.2024, 13.11.2024 and 18.03.2025 offering clarifications by the IRP and undertakings given by SRA shall form integral part of this order. ii. As per Section 31 of the Code the Resolution Plan 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 MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 in force is due, guarantors and other stakeholders involved in the Resolution Plan.

iii. As far as Osian Art Fund is concerned, all claims arising in relation in said fund shall be dealt in accordance with the Fund documentation and in compliance with SEBI/SAT order, if any, subject to section 32A of the Code.

iv. No person will be entitled to initiate or continue any proceedings in respect to a claim prior to CIRP which is not part of the Resolution Plan.

v. The Monitoring Committee shall supervise the implementation of the Resolution Plan and shall review operational performance of the Corporate Debtor.

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

vii. As per the Resolution Plan, extinguishment of existing shares of the Corporate Debtor, allotment of shares to the Resolution Applicant and to New Investor and reduction of share capital do not require the consent of shareholders as required under the Companies Act or any other authority for implementation of the Resolution Plan.

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 i) Reliefs and Concessions:

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 Corporate debtor or for which the 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 the Resolution Applicant is at liberty to approach Competent Authorities for the exemptions if permitted under the law.

c) For past non-compliances of the Corporate debtor under applicable laws the Resolution Applicant 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) The reliefs and concessions sought by the Resolution Applicant but not expressly granted are deemed to not be granted. However, 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

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 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.

ii) 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 vest with the CoC.

iii) 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 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.

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

v) 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.

MUMBAI BENCH COURT III I.A. 2645 OF 2022 C.P. No. (IB) 1067/MB/C-III/2019 vi) The Applicant shall forthwith send a certified copy of this Order to the CoC and the Resolution Applicant, respectively for necessary compliance.

44. Accordingly, the Resolution Plan in IA.2645 of 2022 is hereby allowed and approved.

SD/- SD/-

Hariharan Neelakanta Iyer Lakshmi Gurung Member (Technical) Member (Judicial) Apurva LRA