Approval of Resolution Plan - Prabhu Shanti Real Estate Pvt. Ltd.

Present: For the Applicant / RP : Sr. Adv. Sunil Fernandes, Adv. Diksha Dadu, Mr. Abhsihek Parmar, Ms. Rajshree, Advs. For the SRA : Mr. Bishwajit Dubey, Ms. Radhika Biswajit Dubey, Mr. Kaustubh Rai, Advs. IA-48/2024 In CP 477/2017 AU Small Finance Bank Ltd. V. Prabhu Shanti Real Estate Pvt. Ltd 1 | Page

For the PDM Homebuyers : Mr. Ashish Aggarwal and Mr. Nalin Association Dhingra, Advs. For the Suspended Board Mr. Abhishek Anand, Adv. Mr. Karan of Directors Kohli, Advs.

ORDER

1. Preliminary 1.1. The present interlocutory application bearing IA No. 48/2024 was moved on 22.08.2024 by Mr. Devendra Umrao, Resolution Professional (“RP”) of Prabhu Shanti Real Estate Pvt. Ltd., under the provisions of Sections 30(6) and 31(1) of the Insolvency & Bankruptcy Code, 2016 (“the Code” or “IBC”) read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (“CIRP Regulations”) for approval of the Resolution Plan submitted by PING Developers Pvt. Ltd. proposed for Prabhu Shanti Real Estate Pvt. Ltd. (“Corporate Debtor”).

1.2. The Corporate Debtor is a private company incorporated in 2004 having it’s office at the address Flat No.2, Ground Floor, Block - D, Pocket -5, Sector 15, Rohini, Delhi, Pin- 110089 is engaged in the business of construction of residential houses, colonies, schools, hospitals and construction contracts. The current construction project under insolvency is a residential complex of 8.97 acres situated in Sector 3A, Bahadurgarh, near PDM university in the state of Haryana, the project consisted of 7 towers with 430 flats for general category and 76 flats for EWS category, the total cost of the project was Rs. 215.70 Cr. as per IA-48/2024 In CP 477/2017 AU Small Finance Bank Ltd. V. Prabhu Shanti Real Estate Pvt. Ltd 2 | Page the solvency report filed by the respondent in the Annexure R4 of their reply dated 06.12.2017 to the petitioner in IB- 477(PB)/2017.

1.3. The underlying Company Petition IB-477(PB)/2017 was filed by AU Small Finance Bank Ltd. (“Financial Creditor”), against Prabhu Shanti Real Estate Pvt. Ltd. (“Corporate Debtor”) under Section 7 of the Code for initiation of Corporate Insolvency Resolution Process (“CIRP”) of the Corporate Debtor. It was admitted by this Adjudicating Authority vide order dated 13.06.2018 (“Admission Order”) and Mr. Abhishek Anand was appointed as the Interim Resolution Professional (“IRP”) who was later confirmed as Resolution Professional in the COC meeting dated 24.07.2018.

2. Collation of Claims By RP 2.1. The IRP made public announcement on 15.06.2018 in Financial Express (English) (NCR edition) and Jansatta (Hindi regional Language) (NCR edition) newspapers and called for proof of claims from the creditors of the Corporate Debtor and informed lenders to submit their claims as envisaged under the Code. 2.2. The amounts claimed and admitted by the R.P and their voting share are summarised below:

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Particulars Number Claim Received Claim Admitted Voting of (Rs.) (Rs.) Share % Claims Secured 1 10,77,68,505 10,77,68,505 5.29 Financial Creditor- M/s Paisa Lo Digital Ltd. Secured 1 7,51,31,918 5,19,31,918 2.55 Financial Creditor- AU Small Finance Bank Limited Secured 1 30,55,54,442 30,55,54,442 15 Financial Creditors- Muthoot Fincorp Secured 1 26,06,35,864 26,06,35,864 12.8 Financial Creditor- Tamilnad Mercantile Bank

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Secured 1 1,97,66,792 1,97,66,792 0.97 Financial Creditor- Intec Capital Ltd. Unsecured 1 13,70,000 19,04,933 0.09 Financial Creditor- Mr. Jitender Kumar Unsecured 1 8,00,000 10,97,333 0.05 Financial Creditor- Mr. Braham Sarup Nagpal Unsecured 1 10,00,000 13,96,667 0.07 Financial Creditor- Mr. Sunil Kumar Panchal Unsecured 1 8,00,000 11,22,667 0.06 Financial Creditor- Ms. Sonika Unsecured 1 8,00,000 11,25,333 0.06 Financial Creditor- Ms.

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Shweta Aggarwal

Unsecured 1 11,04,000 15,32,053 0.08 Financial Creditor- Mr. Raj Kumar Nagpal Unsecured 1 24,92,920 16,61,333 0.08 Financial Creditor- Ms. Roshni Devi Unsecured 1 11,15,000 15,41,533 0.08 Financial Creditor- Mr. Rahul Murarka Unsecured 1 10,00,000 14,73,333 0.07 Financial Creditor- Ashwani Kumar Jain & Sons (HUF)

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Unsecured 1 11,25,000 15,61,167 0.08 Financial Creditor- Mr. Shiv Narain Sharma Creditors in 1 111,34,93,211 1,27,63,02,084 62.68 class- *data as per Homebuyers/ compliance Flat Allottees certificate submitted under form H Total 189,39,57,652 2,03,63,75,957 100

# Claims were filed by four operational creditors- AMC Law Firm, M/s Mangat Rai Murari Lal, M/s Shree Sita Ram Trading Company and Director General, Town and Country Planning, Haryana.

Particulars Number of Claim Received Claim Admitted Claims (Rs.) (Rs.) Operational 3 7,73,11,806 99,52,910 Creditors (other than Workmen and Employees and Government Dues)- IA-48/2024 In CP 477/2017 AU Small Finance Bank Ltd. V. Prabhu Shanti Real Estate Pvt. Ltd 7 | Page suppliers of goods and services Operational 1 29,78,67,500 3,71,98,400 Creditor- Govt. Dues (Director General, Town and Country Planning, Haryana) *Data in accordance with the compliance certificate submitted under Form H

2.3. The R.P submits that a total of 18 (Eighteen) CoC meetings have been held along with a special meeting during the CIRP period, as follows:

Particulars Date of CoC Meeting 1stCoC Meeting 24.07.2018 2ndCoC Meeting 09.08.2018 3rdCoC Meeting 21.08.2018 4thCoC Meeting 25.09.2018 5thCoC Meeting 21.09.2019 6thCoC Meeting 14.10.2019 7thCoC Meeting 13.11.2019 8thCoC Meeting 21.12.2019

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Particulars Date of CoC Meeting Special meeting 05.04.2023 9thCoC Meeting 30.05.2023 10thCoC Meeting 16.08.2023 11thCoC Meeting 28.11.2023 12thCoC Meeting 28.12.2023 13thCoC Meeting 26.03.2024 14thCoC Meeting 19.04.2024 15thCoC Meeting 04.05.2024 16thCoC Meeting 01.06.2024 17thCoC Meeting 24.06.2024 18thCoC Meeting 02.08.2024

The gap between the 8th and 9th meetings of the Committee of Creditors (CoC) was primarily due to ongoing litigation and procedural developments.

2.4. The appointed registered valuers have submitted their reports providing the average fair value of the corporate debtor as Rs. 23.10 crores and the average liquidation value of the Corporate Debtor as Rs.18.78 crores as per the valuation report:

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The summary of the valuation reports is as under: - 1. Sanjeev Kumar Gupta Particular Fair Value (Rs.) Liquidation Value(Rs.) Plant & Machinery 21,72,533 17,38,026

2. Ompal Singh Particular Fair Value(Rs.) Liquidation Value(Rs.) Plant & Machinery 21,30,525 17,04,420

1. Yatendra Paliwal Particular Fair Value (Rs.) Liquidation Value (Rs.) Land and Building 22,90,42,075 18,32,73,660

2. Sunil Dhingra Particular Fair Value (Rs.) Liquidation Value (Rs.) Land and Building 22,03,53,260 18,06,69,756.86

1. Sharvan Vishnoi

Particular Fair Value (Rs.) Liquidation Value (Rs.) Securities or 41,80,278.08 41,80,278.08

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Financial Assets

2. Gyaneshwar Sahai Particular Fair Value (Rs.) Liquidation Value (Rs.) Securities or 41,80,277 41,80,277 Financial Assets

Average Fair Value: Rs. 23,10,29,474.04 Average Liquidation Value: Rs. 18,78,73,208.97

2.5. The Applicant has filed a Compliance Certificate in prescribed form, i.e., revised ‘Form ‘H’ in compliance with regulation 39(4) of the CIRP Regulations, 2016, which has been annexed to the application filed on 22.08.2024 as ANNEXURE- A.

3. Evaluation And Voting 3.1 The Applicant submits that in terms of the provisions of section 25(2)(h) of the Code read with regulation 36A(1) of the CIRP Regulations, 2016, invitation in Form 'G' for Expressions of Interest ("EoI") from potential resolution applicants was issued on 04.10.2018 and was again re-issued on 02.10.2019. The notice was also published on the website of the Insolvency and Bankruptcy Board of India ("IBBI"). 3.2 The Applicant submits that in response to the invitation for EoI,

IA-48/2024 In CP 477/2017 AU Small Finance Bank Ltd. V. Prabhu Shanti Real Estate Pvt. Ltd 11 | Page in the 7th meeting of CoC it was informed that one resolution plan was received which was from a related party of the Corporate Debtor beyond the specified timeline, and the said plan wasn't presented for voting to the CoC. 3.3 In the 8th meeting held on 21.12.2019, the erstwhile Resolution Professional (RP) sought an extension of time of CIRP beyond 330 days on account of pending litigations, but the CoC rejected the proposal. An application under Section 33 for liquidation was also filed by the R.P, subsequently, various stakeholders, including homebuyers, filed applications before this Hon'ble Tribunal, seeking the replacement of the RP and the Authorized Representative of Creditors in a Class, along with the re-publication of Form-G. The Tribunal, after considering the submissions, approved the appointment of Adv. Karan Malhotra as Chairperson of a special CoC meeting which was held on 05.04.2023 vide order dated 27.02.2023, during which Mr. Devender Umrao, Insolvency Professional was appointed as the R.P for the C.D. The 9th CoC meeting, convened on 30.05.2023 by the newly appointed RP, addressed the exclusion of the period from 15.11.2019 to 30.05.2023 from the CIRP timeline and approved a 90-day extension, which was passed with 93.9% of the votes. The same was confirmed by the Adjudicating authority vide its order dated 21.04.2023.

3.4 After the 12th meeting of CoC which was held on 28.12.2023 Form G was published afresh. Total eight resolution applicants were eligible which were- Resurgent Property Ventures (P) Ltd, IA-48/2024 In CP 477/2017 AU Small Finance Bank Ltd. V. Prabhu Shanti Real Estate Pvt. Ltd 12 | Page

Anuj Goyal, Ping Developers Private Limited in Consortium with Mr. Picheshwar Gadde, Noida Holdings (P) Limited, Gold Blue Developers Private Limited, Metro Waste Handling Private Limited, PDM Legal Buyers Association and Mr.Sunil Kumar Jain. 3.5 In the 15th meeting of CoC it was informed that out of these 8 PRAs only 3 Resolution plans had been received before the last date of submission i.e. 27.04.2024, however one of the PRA withdrew their plan which was notified to the CoC in the 16th meeting, during the same meeting discussion was done as to approval of the remaining two plans and the CoC suggested the PRAs to revise their plans with an increased upfront payment, an extension until 10.06.2024 was given to the PRAs to come up with revised Resolution Plans, however another subsequent extension of 15 days was sought by PRAs in the 17th meeting which was approved by CoC. 3.6 During the 18th meeting which was held on 02.08.2024 and concluded on 02.08.2024 the CoC deliberated upon the viability and feasibility of the resolution plans submitted by all the Resolution Applicants. The Revised Resolution Plans were placed for voting, and the plan by Ping Developers Pvt. Ltd. in consortium with Mr. Picheshwar Gadde, was approved by CoC with a vote of 99.59% in favor by the following resolution:

“RESOLVED THAT the revised Resolution Plan along with addendums submitted by Ping Developers IA-48/2024 In CP 477/2017 AU Small Finance Bank Ltd. V. Prabhu Shanti Real Estate Pvt. Ltd 13 | Page

Private Limited in consortium with Mr. Picheswar Gadde on 24.06.2024, which confirms to the conditions referred in Section 30(2) of the Insolvency and Bankruptcy Code, 2016, be and is hereby approved by the Committee of Creditors.”

“RESOLVED FURTHER THAT, the Resolution Professional be and is hereby authorized to submit the Resolution Plan approved by the members of the committee before the Adjudicating Authority as required under section 30(6) of the Insolvency and Bankruptcy Code, 2016 read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016”.

The voting on the plan was as follows:

Particulars Voting Share % Voting for resolution Plan

M/s Paisa Lo Digital 5.29 Voted for Ltd. AU Small Finance 2.55 Voted for Bank Limited

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Muthoot Fincorp 15 Voted for Tamilnad Mercantile 12.8 Voted for Bank Intec Capital Ltd. 0.97 Voted for Mr. Jitender Kumar 0.09 Not Voted

Mr. Braham Sarup 0.05 Not Voted Nagpal Mr. Sunil Kumar 0.07 Not Voted Panchal Ms. Sonika 0.06 Not Voted Ms. Shweta Aggrawal 0.06 Voted For Mr. Raj Kumar Nagpal 0.08 Voted For Ms. Roshni Devi 0.08 Not Voted

Rahul Murarka 0.08 Voted For Ashwani Kumar Jain 0.07 Not Voted & Sons Shiv Narain Sharma 0.08 Voted For Creditors in Class 62.68 Voted For (Homebuyers)

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Total 100

3.10. Subsequent to the approval of the Resolution Plan by the CoC, the Applicant issued the Letter of Intent along with details of performance security dated 16.08.2024 to the Successful Resolution Applicant and the same was accepted by the Successful Resolution Applicant, the copy of which is annexed as Annexure “BB” of the application. The Successful Resolution Applicant thereafter submitted a performance bank security of Rs. 6,93,11,893 (Rupees Six Crore Ninety Three Lakh Eleven Thousand Eight Hundred and Ninety Three only) A Copy of the Resolution Plan of the Successful Resolution Applicant is annexed herewith to the I.A. and marked as Annexure “B”.

4. Details Of Resolution Plan/Payment Schedule 4.1. The Successful Resolution Applicant (SRA), PING developers Pvt. Ltd. in consortium with Picheswar Gadde have extensive exposure and experience in business, finance and corporate and commercial laws, have the unique combination of management & financial capabilities, experience, expertise and substantial wealth which makes them capable of successfully implementation of the Resolution Plan for the Corporate debtor. The plan takes into account all the relevant considerations for its successful and timely completion keeping in view all the stakeholders involved.

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4.2. The Resolution Applicant identified the cause of default as the financial distress of the Corporate Debtor and its inability to repay loan installments. A loan of Rs. 5 crore from AU Small Finance Bank was availed by the Corporate Debtor in 2014, along with PD Memorial Religious and Educational Association (PDMREA), a sister concern of the Corporate Debtor. The same loan was restructured in January 2016; however, despite this, the debtor defaulted in repayments, leading to the initiation of CIRP.

4.3. The resolution plan by PING Developers Pvt. Ltd. addresses C.D’s default by tackling financial constraints and liquidity issues. It includes a Rs. 15 crore infusion to stabilize finances and complete the stalled PDM Hi-Tech Homes project. The plan focuses on restoring liquidity through project completion, selling canceled flats, and recovering outstanding payments from homebuyers. It also restructures existing debts, sets clear repayment timelines, and ensures regulatory compliance to prevent future defaults. Overall, the plan aims to revive C.D’s by resolving financial issues, finishing construction, and delivering homes on time.

4.4. The information with regard to the amount claimed, amount admitted and the amount proposed to be paid by the SRA, under the said Resolution plan have been tabulated below:

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Sl. Category of Amount of Claim Admitted Amount No. Creditors Claim (Rs.) (Rs.) Provided (Rs.)

1. CIRP Cost 2,55,14,629 2,55,14,629 2,55,14,629

2. Secured Financial 76,88,57,521 74,56,57,521 50,00,00,000 Creditors

3. Unsecured 1,16,06,920 1,44,16,352 72,08,176 Financial Creditors other than homebuyers 4. Unsecured 111,34,93,211 127,63,02,084 Possession of financial creditors-units along with Homebuyers damages of 15,00,00,000 as compensation for the delay 5. Operational 7,73,11,806 99,52,910 19,90,582 Creditors other than workmen and employees (suppliers of goods and services) 6. Operational 29,78,67,500 3,71,98,400 3,71,98,400.0 Creditors- Government (Director General Town & Country Planning Haryana) 7. Income tax dues as - - 1,01,44,581 per latest audited financials

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8. Total 2,29,46,51,587 2,10,90,41,896 185,83,58,452

*As per the compliance certificate submitted under Form H In addition, the SRA has proposed Rs 5 Cr. as a contingency fund. Thus total plan value is Rs. 190,83,58,452.

5. Compliance of the successful resolution plan with various provisions: The Applicant submits the details of various compliances as envisaged in the Code and the CIRP Regulations which a Resolution Plan is required to adhere to, which has been produced below:

Compliance with Section 30(2) of the Code: Clause Requirement How dealt with in the Plan of sec. 30(2) (a) Plan must provide for the Clause 3.6 of the Resolution Payment of CIRP Cost in Plan provides that the costs of priority to repayment of other the CIRP would be paid within debts of CD 90 days of approval of the plan (b) Plan must provide for As provided under the clause repayment of debts of OCs in 3.19 (a) the amounts payable

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Clause Requirement How dealt with in the Plan of sec. 30(2) such manner as may be to operational creditors will be specified by the Board which paid in priority over financial shall not be less than the creditors. amount payable to them in the event of liquidation u/s 53. (c) Plan must provide for the As provided under Clause 3.19 payment of debts of financial (b) dissenting financial creditors, who do not vote in creditors will be paid in priority favour of the resolution plan, over the creditors who voted in in priority to the financial favour of the resolution plan, creditors, who have a right to and the payment to dissenting vote under sub-section (2) of creditors will be released in the section 21 and did not vote in same percentage as other favour of the resolution plan, financial creditors. Since there and such amount shall not be are no dissenting financial less than the amount to be creditors the application can be paid to such creditors in proceeded with. accordance with subsection (1) of section 53 in the event of a liquidation of the CD (d) Management of the affairs of As provided under clause 3.4 the Corporate Debtor after (i) & (ii) of the resolution plan, approval of the Resolution the resolution applicant would Plan. be empowered to take over

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Clause Requirement How dealt with in the Plan of sec. 30(2) management of the corporate debtor and appoint directors and KMP for the Corporate Debtor. (e) Implementation and Clause 3.6 of the Resolution Supervision of Resolution Plan provides that the plan Plan. would be completed within 24 months of its approval, it provides for constitution of monitoring committee, restructuring of the corporate debtor, renewal of licenses, initiation of construction activity, and all the requirements in a time bound manner. (g) Confirms to such other Clause 12.1 of Part II of the requirements as may be Resolution Plan provides for a specified by the Board. declaration that the Resolution Plan is in compliance with the requirements set out under applicable laws and as specified by the IBBI.

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Mandatory contents of Resolution Plan in terms of Regulation 38 of CIRP Regulations:

Regulati Requirement How dealt with in the Plan on 38(1 A resolution plan shall As provided under clause 3.19 A) include a statement as to how (c) the Applicant has considered it has dealt with the interests interests of all the stakeholders, of all stakeholders, including the cost of the process will be prioritized and paid first from financial creditors and the CDs accruals and cash, the operational creditors of the plan has provided for payment to corporate debtor. financial creditors and operational creditors which is more than what they might have received in liquidation. The plan ensures that the operations of the company continue smoothly. As stated in the Clause 3.19(c) at 38(1 A resolution plan shall page 34 of the resolution plan the B) include a statement giving Resolution Applicant has details of the resolution affirmed that neither any applicant or any of its related members of the consortium nor parties has failed to any of their related parties have implement or contributed to failed to implement or contribute to implementation of the the failure of implementation resolution plan. of any other resolution plan approved by the Adjudicating Authority at any time in the past. 38(2) A resolution plan shall provide:

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Regulati Requirement How dealt with in the Plan on (a) The term of the plan and The term of the plan and its its implementation implementation schedule has schedule; been provided under clause 3.6 at page 17 & 18 of the plan under which the construction is to be started within 90 days of approval of the plan, moreover CIRP costs are to be paid within 90 days of approval and the Resolution Applicant plans to hand over possession to homebuyers within 270 days of approval of the plan, accordingly the plan is to be completed within 24 months of approval.

(b) The management and As provided under Clause 3.4 control of the business of (c) (i) the plan provides for the corporate debtor management and control of the during its term; and business of the corporate debtor.

The plan provides for formation of a monitoring committee (c) Adequate means for consisting of four members to supervising its ensure supervision and implementation oversight, compliance and regulation, fund management, communication and reporting and decision making hence it is IA-48/2024 In CP 477/2017 AU Small Finance Bank Ltd. V. Prabhu Shanti Real Estate Pvt. Ltd 23 | Page

Regulati Requirement How dealt with in the Plan on found to be compliant of (c).

(d) For the manner in which As provided under clause 3.19 proceedings in respect of (h) at page 34 & 35 of the plan avoidance transactions, the monitoring committee will fraudulent or wrongful be pursuing proceedings trading transactions will related to avoidance of transactions fraudulent or be pursued after the wrongful under chapter VI of approval of the resolution the code, it also empowers plan and the manner in monitoring committee to which the proceeds, if any, initiate legal proceedings in from such proceedings this respect. shall be distributed.

38(3) A resolution plan shall demonstrate that- (a) it addresses the cause of As proved under clause 3.18 of default; the plan at Page 30 and 31 the IA-48/2024 In CP 477/2017 AU Small Finance Bank Ltd. V. Prabhu Shanti Real Estate Pvt. Ltd 24 | Page

Regulati Requirement How dealt with in the Plan on C.D defaulted on a Rs. 5 crore loan from AU Small Finance Bank, despite restructuring in 2016. The account became non-performing on July 31, 2016, and further restructuring was denied, leading to the initiation of the Corporate Insolvency Resolution Process (CIRP). A liquidity crunch, worsened by the stalled PDM Hi-Tech Homes project, hindered their ability to meet financial obligations. (b) it is feasible and viable; As provided under clause 3.17 The resolution plan by PING Developers Pvt. Ltd. is feasible and viable, with provisions for contingencies. The Resolution Applicant (RA) has thoroughly assessed market conditions, project needs, financial projections, and resources, committing Rs. 15 crores by himself for successful implementation. Additional funds are available for unforeseen obligations, and strategies are in place to mitigate risks.The CoC has tested it on its terms and we find no reason to differ.

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Regulati Requirement How dealt with in the Plan on (c) it has provisions for its As provided under clause 3.6 at effective implementation; page 17 and 18 of the plan a time bound manner for its effective implementation has been provided. (d) It has provisions for In Clause 3.3 of the Resolution approvals required and the Plan it is stated that the plan timeline for the same; and has provisions for approvals required and a timeline of four months for the same. Other than the approval of this Adjudicating Authority, no approval of any other authority is required for the implementation of the Plan. (e) The Resolution Applicant Clause 3.5 of the Resolution has the capability to Plan provides that the implement the resolution resolution applicant has the plan. necessary demonstrable financial resources available for the purpose of implementation of the resolution plan. The resolution applicant will infuse Rs. 15 crore, with additional funds available if needed. Of Rs. 95,937,965 outstanding from homebuyers, Rs. 23,277,526 involves units sold to PD Memorial Religious and Educational Association. These units will be canceled and IA-48/2024 In CP 477/2017 AU Small Finance Bank Ltd. V. Prabhu Shanti Real Estate Pvt. Ltd 26 | Page

Regulati Requirement How dealt with in the Plan on resold at revised rates to raise funds. Through this strategy and prudent financial management, the applicant aims to implement the plan successfully and revitalize the project for stakeholders.

6. Monitoring Committee: The Resolution Applicant has proposed that post the effective date the management and the operations of the Corporate Debtor will be taken care of by the newly constituted Board of Directors and the newly constituted Board, and the monitoring committee shall supervise the implementation of the resolution plan.

The Monitoring Committee shall comprise of: a. Resolution Professional or Independent Professional (Mr. Devendra Umrao - R.P) b. Authorised representative from Financial Creditors c. Authorised representative of homebuyers d. Authorised Representative of Resolution Applicants.

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7. Terms of the Resolution Plan and Implementation Schedule Sr. Activity Estimated Timeline No. 1. Submission of Resolution Plan 27.04.2024 2. Date of Approval of the Resolution Plan T by the Adjudicating 2 T Authority i.e. Hon'ble NCLT. (Effective Date} 3. Constitution of Monitoring Committee Within T+15 days 4. Restructuring of the Corporate Debtor Within T+45 days and Intimation of all Creditors and Stakeholders 5. Renewal of License and other Within T+120 days permissions. 6. Start of Construction Activity at the Within T+90 days Project Site 7. Payment of CIRP Cost Within T+90 days 8. Handing over possession to Homebuyers T+270 days Onwards 9. Payment to Secured Financial Creditors T+270 days Onwards 10. Paym ent to Operational Creditors Within T+18 months 11. Paym ent of Statutory Dues Within T+18 months 12. Comp letion of Project Construction T+24 months

8. The Applicant submits that the successful resolution applicant has submitted an affidavit regarding its eligibility under section 29A of the Code, as required by Regulation 39(1)(a) of the CIRP Regulations. An undertaking has also been submitted by the Successful Resolution Applicant, as mandated in terms of regulation 39(1)(c) of the CIRP Regulations.

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9. Details On Fraudulent and Avoidance Transaction 9.1. The Resolution Plan states that: -

9.2 Ld. Sr. Counsel Mr. Sunil Fernandes appeared on behalf of the RP and stated that two PUFE applications filed earlier i.e. CA-1028/2018, CA-840/2019 needs to be updated and revised in light of a new Audit Report. He seeks to withdraw the same with a liberty to file a fresh application with full particulars. He undertook to refile the same.

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10. Sources of Funds 10.1The SRA has proposed an amount of Rs. 15,00,00,000.00 /-only (Rs. Fifteen Crores only) which shall be inducted. Further, in the proposal, Rs. 161,12,37,857.6 (Rs. One Sixty- One Crores Twelve Lakh Thirty-Seven Thousand Eight Hundred and Fifty-Seven Only), are proposed to be raised in the following manner: -

S. Particulars Amount (in Rs.) Details No. 1. R evenue from 72,66,04, 388 Amount Receivable Homebuyers from Homebuyers as per Information Memorandum 2. R evenue from 40,00,00,000 Revenue expected Cancelled from the sale of Flats of flats cancelled and PDMREA reallocated to the open market. 3. F unds to be 15,00,00,000 Total Capital Infused by infusion committed PING by the Applicant Developers for the successful execution of the IA-48/2024 In CP 477/2017 AU Small Finance Bank Ltd. V. Prabhu Shanti Real Estate Pvt. Ltd 30 | Page plan. 4. S ale of EWS 5,46,33,469.6 Revenue expected Flats from the sale of (@2000/sq. EWS flats. ft.) 5. R evenue from 50,00,000 Expected Revenue Commercial from the sale of Space commercial space 6. R evenue from 9,00,00,000 Expected Revenue Sale of Land from the Sale of Outside Land Outside Project Project. - 3 Cr. from Deed No. 5122 - 6 Cr from Deed No. 3410 & 3411 7. E scalation 13,50,00,000 Expected revenue Charges (Approx.) from the sale of commercial space. 8. D amages 5,00,00,000 A one-time charge from (Approx.) of 12% as damages Homebuyers due from the homebuyers at the IA-48/2024 In CP 477/2017 AU Small Finance Bank Ltd. V. Prabhu Shanti Real Estate Pvt. Ltd 31 | Page commencement of CIRP. Total 161,12,37,857.6 Total revenue Revenue that is expected to be generated from all sources.

10.2 Apart from the infusion of Rs. 15,00,00,000.00 /- only (Rs. Fifteen Crores only), the SRA shall introduce funds by way of revenue pending from Homebuyers, revenue expected from the sale of flats canceled and reallocated to the open market, revenue expected from the sale of EWS flats, expected revenue from the sale of commercial space, expected revenue from the Sale of Land Outside Project, Expected revenue from the sale of commercial space, and a one-time charge of 12% as damages due from the homebuyers at the commencement of CIRP. 10.3.The Resolution Applicant proposes to pay one-time consolidated amount as damages/interest to all the homebuyers who have filed their claim with the resolution professional @ 10 % of the total amount paid to the Corporate Debtor till the initiation of the CIRP. The total damages to be given to homebuyers are approximately Rs. 15 crores. For example, if a homebuyer has paid a sum of Rs. 30 lakhs from the date of the purchase until the date of initiation of the IA-48/2024 In CP 477/2017 AU Small Finance Bank Ltd. V. Prabhu Shanti Real Estate Pvt. Ltd 32 | Page

CIRP, he/she shall be paid 10% damages, which amounts to Rs. 3 Lakhs, as a one-time payment. The Resolution Applicant also proposes to levy a one-time charge of 12% as damages on the outstanding payments due from the homebuyers at the commencement of the Corporate Insolvency Resolution Process (CIRP). The total damages to be received from homebuyers are approximately Rs. 5 crores. This is part of the Plan approved. Objections There are no applications for objection to the Resolution Plan. 11. Analysis & Findings 11.1. On hearing the submissions made by the Ld. Counsel for the Resolution Professional and Ld. Counsel for SRA and perusing the record, we find that the Resolution Plan has been approved by the CoC with a voting share of 99.59 % votes in favour of the Resolution Plan. As per the CoC, the Plan meets the requirement of being a viable and feasible revival of the Corporate Debtor. By and large, there are provisions for making the Plan effective after approval by this Bench.

11.2. On perusal of the documents on record, we are satisfied that the Resolution Plan is in accordance with Sections 30 and 31 of the IBC and also complies with regulations 38 and 39 of the CIRP Regulations,2016.

11.3. The SRA has prayed for certain reliefs, waivers and IA-48/2024 In CP 477/2017 AU Small Finance Bank Ltd. V. Prabhu Shanti Real Estate Pvt. Ltd 33 | Page concessions as enumerated under the Resolution Plan approved by the CoC and stated that the Adjudicating Authority’s refusal to grant any relief or concession will not affect the terms or implementation of this Resolution Plan. Thus, it is ordered that the reliefs, concessions and waivers sought by the Successful Resolution Applicant will be dealt with strictly as per law.

11.4. As far as the question of granting time to comply with the statutory obligations/seeking sanctions from governmental authorities is concerned, the Resolution Applicant is directed to do the same within one year as prescribed under section 31(4) of the Code.

11.5. In case of non-compliance of this order or withdrawal of Resolution Plan within the stipulated time, in addition to other consequences which follow under law, the CoC shall forfeit the Performance Bank Security/Guarantee paid by the SRA.

12. Orders

12.1. Subject to the observations made in this Order, the Resolution plan size of Rs. 190,83,58,452 (Rs. One-Ninety Crores Eighty-Three Lakh Fifty-Eight Thousand Four Hundred and Fifty-Two) is hereby approved. The Resolution Plan shall form part of this Order.

12.2. The Resolution Plan is binding on the Corporate Debtor and IA-48/2024 In CP 477/2017 AU Small Finance Bank Ltd. V. Prabhu Shanti Real Estate Pvt. Ltd 34 | Page other stakeholders involved so that the revival of the Debtor Company shall come into force with immediate effect. 12.3. The present application bearing IA No. 48 of 2024 is allowed and disposed. 12.2. The Moratorium imposed under section 14 of the Code shall cease to have effect from the date of this order. 12.3. The liberty is hereby granted for moving any appropriate application, if required in connection with the implementation of this Resolution Plan. 12.4. A Certified copy of this Order shall be filed by the Resolution Professional with the Registrar of Companies, NCT of Delhi & Haryana. 12.5. The Resolution Professional shall stand discharged from his duties with effect from the date of this Order, save and except those duties that are enjoined upon him for implementation of the approved Resolution Plan. 12.6. The Resolution Professional is further directed to hand over all the records, premises/factories/documents available with it to the Resolution Applicant to finalise the further line of action required for starting of the operation. The Resolution Applicant shall have access to all the records, premises/factories/ documents through the Resolution Professional to finalise the further course of action required for starting of operations of the Corporate Debtor. 12.7. The Registry is hereby directed to send e-mail copies of the order forthwith to all the parties and their Ld. Counsel for information and for taking necessary steps. IA-48/2024 In CP 477/2017 AU Small Finance Bank Ltd. V. Prabhu Shanti Real Estate Pvt. Ltd 35 | Page

12.8. A certified copy of this order may be issued, if applied for, upon compliance with all requisite formalities. Sd/- (RAMALINGAM SUDHAKAR) PRESIDENT

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

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