Approval of Resolution Plan - Prosperity Steels Limited

IN THE NATIONAL COMPANY LAW TRIBUNAL KOLKATA BENCH KOLKATA IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018 Application under section 30(6) for approval of Resolution Plan under section 31(1) of the Insolvency and Bankruptcy Code, 2016 In the matter of Shri Shyam Industries Private Limited … Operational Creditor versus Prosperity Steels Limited … Corporate Debtor In the matter of Partha Pratim Ghosh [Resolution Professional of Prosperity Steels Limited] … Applicant Coram: Shri Rajasekhar V.K., Member (Judicial) Shri Harish Chander Suri, Member (Technical) Appearances (via video conference): For the Applicant/RP: : 1. Mr. Pranay Agarwal, Advocate 2. Ms. Ankita Baid, Advocate Resolution Professional: Mr. Partha Pratim Ghosh

Order Reserved on: 06.01.2021 Order pronounced on: 18.02.2021 ORDER

Per Rajasekhar V.K., Member (Judicial)

1. This Court convened through video conferencing. 2. This is an Application moved on 06.01.2021 by Partha Pratim Ghosh, Resolution Professional of Prosperity Steels Limited (CIN: U27103WB1998PLC087025), by KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018 invoking the provisions of 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 for approval of a Resolution Plan in respect of Prosperity Steels Limited. 3. The underlying Company Petition in CP (IB) No. 998/KB/2018 was filed by Shree Shyam Industries Private Limited against Prosperity Steels Limited, the Corporate Debtor, under section 9 of the Insolvency and Bankruptcy Code 2016 (“the Code” or “IBC”) which was admitted vide order dated 04.10.2019 in CP (IB) No. 998/KB/2018. 4. Initially, Mr. Jitendra Lohia was appointed as the Interim Resolution Professional. He was later confirmed as the Resolution Professional of the Corporate Debtor by this Adjudicating Authority vide order dated 26.11.2019. 5. The CoC in its 3rd meeting held on 04.12.2019, resolved to replace Mr. Jitendra Lohia with the Applicant, Mr. Partha Pratim Ghosh [IBBI/IPA-001/IP-P00554/2017- 18/10984]. An application bearing I.A. No. 169/KB/2020 was filed by the CoC for replacement of the Resolution Professional which was allowed on 03.02.2020. 6. The erstwhile RP had made public announcement on 10.10.2019 in “The Indian Express” (English) and “Ek Din” (Bengali) newspapers regarding initiation of CIRP and called proof of claims from the financial and operational creditors, workers and employees of the Company in the specified forms till 21.10.2019. 7. The applicant states that a total of thirteen CoC meetings have been held during CIRP period, as follows:

Particulars Date of CoC meeting 1st CoC Meeting 02.11.2019 2nd CoC Meeting 26.11.2019 3rd CoC Meeting 04.12.2019 4th CoC Meeting 20.01.2020 5th CoC Meeting 24.02.2020

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Particulars Date of CoC meeting 6th CoC Meeting 23.03.2020 7th CoC Meeting 26.06.2020 8th CoC Meeting 04.08.2020 9th CoC Meeting 28.08.2020 10th CoC Meeting 18.09.2020 11th CoC Meeting 14.10.2020 12th CoC Meeting 23.11.2020 13th CoC Meeting 27.11.2020

8. The erstwhile Resolution Professional had issued invitations in Form ‘G’ for Expressions of Interest (EoI) from potential resolution applicants on 18.12.2019 for submission of resolution plans for the Corporate Debtor, in terms of the provisions of section 25(2)(h) of the Code read with regulation 36A(1) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. The last date for receipt of EoIs was 02.01.2020. This was published in “Financial Express” (English) and “Ek Din” (Bengali) newspapers of 18.12.2019. The notice was also published on the website of the Insolvency and Bankruptcy Board of India (IBBI). 9. The Applicant submits that there was no response to the invitation for EoI published on 18.12.2019, but an email was received by Mr. Sharad Gupta, ex director of the Corporate Debtor, who expressed his interest to file a resolution plan. 10. A Resolution Plan was submitted to the Resolution Professional by Mr. Mukesh Gupta and Mr. Sharad Gupta. 11. On 27.11.2020, the CoC in its 13th CoC meeting, approved the Resolution Plan submitted by the Resolution Applicants.

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

12. The claims of financial and operational creditors as existing as on the date of filing the present application are as follows: [in lacs] Sl. Category of Claim and Amount Admitted as per Amount Proposed to No. Reference to Clause of Information be Paid as per Plan the Resolution Plan Memorandum (in (in Rs./Lakhs) Rs./Lakhs)

1. CIRP Costs (approx) ----- 30.00 [Section 6.1]

2. Financial Creditors 320.15 171.80 [Section 6.2]

3. Operational Creditors 188.30 NIL [Section 6.2]

4. Workmen 10.50 (as per books) 3.00 [Section 6.2]

Total 518.95 204.80

13. The CoC was informed of the fair market value and liquidation value of the Corporate Debtor, as per the valuation reports, which is as follows: Valuer Asset Class Fair Market Liquidation Value Value (Rs./ Cr.) (Rs. / Cr.)

Puneet Tyagi Land & Building 2,03,14,659/- 1,48,96,562/-

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Valuer Asset Class Fair Market Liquidation Value Value (Rs./ Cr.) (Rs. / Cr.)

Sekh Tariq Anovar Land & Building 1,74,35,000/- 1,22,05,000/-

Average Value (A) 1,88,74,829.5/- 1,35,50,781/-

Asim Maity Plant & Machinery 29,67,400/- 20,77,200/-

Dharam Pal Bhatia Plant & Machinery 40,39,000/- 28,27,200/-

Average Value(B) 35,03,200/- 24,52,200/-

Shyamal Mukherjee Financial Assets 18,36,000/- 1,07,000/-

Debashis Das Financial Assets 2,96,461/- 2,17,118/-

Average Value(C) 10,66,230.50/- 1,62,059/-

Total Average 2,34,44.260/- 1,61,65,040/- Value of all the assets of the CD (A B and C )

14. The Applicant submits details of various compliances as envisaged within the Code and the CIRP Regulations which requires a Resolution Plan to adhere to, which is reproduced hereunder: I. Submission of Resolution Plan in terms of sub-section (2) of section 30 of the Code (as amended vide Amendment dated 16 August 2019):

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Clause of Requirement How dealt with in the Plan s.30(2) (a) Plan must provide for payment of Section 4.1 at Page 37-38 of the CIRP cost in priority to repayment of Resolution Plan other debts of CD in the manner specified by the Board. (b) (i) Plan must provide for repayment of (i) No provision in the Resolution debts of OCs in such manner as may be Plan specified by the Board which shall not be less than the amount payable to them in the event of liquidation u/s 53; or (ii) Plan must provide for repayment of (ii) No provision in the Resolution debts of OCs in such manner as may be Plan specified by the Board which shall not be not less than amount that would have been paid to such creditors, if the amount to be distributed under the resolution plan had been distributed in accordance with the order of priority in sub-section (1) of section 53, whichever is higher and (iii) provides for payment of debts of financial creditors who do not vote in (iii) No provision in the favour of the resolution plan, in such Resolution Plan. manner as may be specified by the Board. (c) Management of the affairs of the Section 9 at Page 70-72 of the Corporate Debtor after approval of the Resolution Plan Resolution Plan.

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Clause of Requirement How dealt with in the Plan s.30(2) (d) Implementation and Supervision. Section 10.1 at Pages 73 of the Resolution Plan (e) Plan does not contravene any of the Section 10.2 at Page 74 of the provisions of the law for the time being Resolution Plan in force. (f) Confirms to such other requirements as No provision in the Resolution may be specified by the Board. Plan II. Measures required for implementation of the Resolution Plan in terms of Regulation 37 of CIRP Regulations:

Particulars Relevant Page of the Revised Resolution Plan dealing aforesaid compliance with Regulation

A resolution plan shall provide for the measures, as may be necessary, for insolvency resolution of the corporate debtor for maximisation of value of its assets, including but not limited to the following:- (a) transfer of all or part of the assets of the Section 6 clause 6.2 at Pages 61 to corporate debtor to one or more persons; 62 of the Resolution Plan. (b) sale of all or part of the assets whether Not proposed by the RA subject to any security interest or not; (c) restructuring of the corporate debtor, by way Not proposed by the RA of merger, amalgamation and demerger (d) the substantial acquisition of shares of the Section 10.2 clause VII at Page 74 corporate debtor, or the merger or consolidation of the Resolution Plan of the corporate debtor with one or more persons;

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Particulars Relevant Page of the Revised Resolution Plan dealing aforesaid compliance with Regulation (e) cancellation or delisting of any shares of the Not proposed by the RA corporate debtor, if applicable; (f) satisfaction or modification of any security Not proposed by the RA interest; (g) curing or waiving of any breach of the terms Not proposed by the RA of any debt due from the corporate debtor;

(h) reduction in the amount payable to the Section 6, Table 18 at Page 59 of the creditors; Resolution Plan (in Rs./ Lacs) Debt/Claim Settled

FC 320.15 171.8

OC 188.3 NIL (i) extension of a maturity date or a change in Section 5.2 at Page 46-49 of the interest rate or other terms of a debt due from the Resolution Plan corporate debtor; (j) amendment of the constitutional documents Section 11.1 clause a at of the corporate debtor; the Resolution Plan (k) issuance of securities of the corporate debtor, Section 5.1, clause b at for cash, property, securities, or in exchange for the Resolution Plan claims or interests, or other appropriate purpose; (l) change in portfolio of goods or services Not proposed by the RA produced or rendered by the corporate debtor;

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Particulars Relevant Page of the Revised Resolution Plan dealing aforesaid compliance with Regulation (m) change in technology used by the corporate Not proposed by the RA debtor; and (n) obtaining necessary approvals from the Section 9 clause f at Page 72 of the Central and State Governments and other Resolution Plan authorities.

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

Reference to Requirement How dealt with in the Plan relevant Regulation

38(1) The amount due to the operational Not proposed by the RA. creditors under a resolution plan shall be given priority in payment over financial creditors. 38(1A) A resolution plan shall include a Section 4 at Page 37 to 39 of the statement as to how it has dealt with Resolution Plan. the interests of all stakeholders, including financial creditors and operational creditors of the corporate debtor.

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Reference to Requirement How dealt with in the Plan relevant Regulation

38(1B) A resolution plan shall include a Clause 3.6 at Page 35 of the statement giving details if the Resolution Plan resolution applicant or any of its related parties has failed to implement or contributed to the failure of implementation of any other resolution plan approved by the Adjudicating Authority at any time in the past. 38(2) A resolution plan shall provide: (a) the term of the plan and its Section 6 clause 6.2 at Page 61 and implementation schedule; Section 8 at Pages 67 to 69 of the Resolution Plan. (b) the management and control of Section 9 Page 70 of the Resolution the business of the corporate debtor Plan. during its term; and (c) adequate means for supervising Section 10 at Pages 73 to 74 of the its implementation. Resolution Plan.

38(3) A resolution plan shall demonstrate that – (a) it addresses the cause of default; Section 1 clause 1.5 at the Resolution Plan.

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Reference to Requirement How dealt with in the Plan relevant Regulation (b) it is feasible and viable; Section 5, clause 5.2 at Page 46 read with profitability projections under Section 7 clause 71 at Page 64 at Page 25 of the Resolution Plan. (c) it has provisions for its effective Section 9 and Section 10 at Pages implementation; 70-74 of the Resolution Plan. (d) it has provisions for approvals Section 8 at Page 67 of the required and the timeline for the Resolution Plan. same; and (e) the Resolution Applicant has the Section 3 clause 3.6 paragraph II at capability to implement the Page 36 of the Resolution Plan. resolution plan. 15. The Applicant submits that the successful Resolution Applicants have submitted a certificate of eligibility under section 29A of the Code, which has been annexed as Annexure K at Pp. 260 to 261J of the Application. 16. The Applicant has filed a Compliance Certificate in prescribed form, i.e., Form ‘H’ in compliance with regulation 39(4) of the Insolvency & Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, which has been annexed as Annexure L at Pp. 262 to 265 of the Application.

Details of Resolution Plan/Payment Schedule 17. The Applicant submits the relevant information with regard to the amount claimed, amount admitted and the amount proposed to be paid by the Resolution Applicant, i.e., Mr. Sharad Gupta and Mr. Mukesh Gupta, under the said Resolution Plan is tabulated as under:

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Sl. Creditor Amount Amount % share Amount No Claimed Admitted in COC proposed in (in Rs.) (in Rs.) Resolution Plan (in Rs.) Financial Creditor 1 Axis Bank 304.00 304.00 100 164.16

2 ICICI Bank- ----- ----- ---- 5.90 Car loan 3 Ford credit- ----- ----- ---- 1.74 Car Loan Operational Creditors 1 Workmen and N/A N/A N/A 3.00 Employees

CIRP Cost 1 CIRP Cost 30.00 30.00 N/A 30.00 Total --- --- N/A 204.80

18. The total plan is of Rs.209.30 lakhs inclusive of the Capital Expenditure and Working Capital for development of the assets and operation of the Corporate Debtor, as tabulated hereunder: Sl. No. Type of debts Amount Proposed Rs. in Lakh

1. Estimated CIRP Cost 30.00

2. Secured Financial Creditors 171.80

3. Workmen and Employees 3.00

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Sl. No. Type of debts Amount Proposed Rs. in Lakh

4. Unsecured Financial Creditors 0.00

5. Others Unsecured Financial Creditors 0.00 ( Related Parties )

6. Operational Creditors ( other than Statutory ) 0.00

7. Statutory Liabilities 0.00

8. Shareholders 0.00

9. Contingent to Mining Department 0.00

10. Contingent / Unforeseen Cost 0.00

Total payment to creditors 174.80

Capital Expenditure and Working Capital for -----development of the Assets and operation of the CD

Additional sum for payment to workmen- 4.50 employees

Total Plan of Outlay 209.30

19. Summary of the financial proposal/payment under the Resolution Plan dated August, 2020 of i.e., Mr. Sharad Gupta and Mr. Mukesh Gupta is tabulated hereunder:

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Particulars Amount

Admissible Debt to be paid upfront to the Rs 30,00,000/- (Rupees Thirty Lakhs CIRP only), payment to be made within 30 day from the effective date.

Admissible Debt to be paid upfront to the NIL Operational Creditors

Admissible Debt to be paid to Financial Creditors

Axis Bank The total settlement amount proposed is Rs 164.16 lakhs. A down payment of Rs 50 lakhs in keeping with the RFRP has been proposed under the plan. The balance of settlement amount of Rs 114.16 lakhs proposed to be paid in five quarterly instalments are payable on : 30.03.2022, 30.06.2022, 30.09.2022, 31.12.2022 & 31.03.2023.

ICICI Bank The total settlement amount proposed is Rs 5.90 lakhs. Out of the settlement amount, down payment proposed is a sum of Rs 1.90 lacs and quarterly instalments are payable on :30.03.2022, 30.06.2022, 30.09.2022, 31.12.2022 & 31.03.2023

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Particulars Amount

Car loan from Ford Credit The total settlement amount proposed is Rs. 1.74 lakhs inclusive of down payment of Rs. 0.60 lakh and balance in five quarterly instalments payable on :30.03.2022, 30.06.2022, 30.09.2022, 31.12.2022 & 31.03.2023

20. In page 44 of the Resolution Plan, Note G, the amount proposed in respect of car loan of ICICI Bank has been mentioned as Rs.5.40 lakhs and in Note H, the proposed amount with respect of car loan from Ford Credit has been mentioned as Rs.1.60lakhs. The above mentioned amounts are contradictory to the amounts mentioned in Table 17 in page 47 of the Resolution Plan, hence the amounts given in Table 17 are taken into consideration. 21. The Resolution Plan defines “Effective Date” as the date on which the Adjudicating Authority approves the resolution plan.

Details on Management/Implementation and Reliefs as per the Resolution Plan – Salient Features 22. The Resolution Plan also provides for – a. Management of Company after resolution in Section 9.1; b. Term of the resolution plan in Section 6.2; c. Indicative timelines of events for implementation in Section 8; and d. Implementation and Supervision of the resolution plan in Section 10. Relinquishment/Waiver of liabilities 23. The Relinquishment/Waiver of liabilities sought by the Resolution Applicant are set out below for the successful implementation of the Resolution Plan:

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Sl. Reference Relief and/or Concessions Sought Orders Thereon No. to Clause i. 5.3 (a) Waiver of the Statutory Liabilities/ Contingent Liabilities incurred and accrued to statutory authorities viz. authorities viz. VAT, Sales Tax, Income Tax, Excise, Customs, ESI, CEST, CGST, etc

Upon approval of this Resolution Plan by Allowed. the NCLT, all the statutory dues, taxes, penalties, penal interest, demands, etc. incurred for the period till the commencement of CIRP date, shall stand waived.

Upon approval of this Resolution Plan by This shall be in line with the NCLT, the disallowances made in the the Income Tax Act, Income tax assessment proceedings shall 1961. be reversed or withdrawn.

Upon approval of this Resolution Plan by This shall be in line with the NCLT, carried forward and brought the Income Tax Act, forward losses for all the preceding 8 1961. years shall be allowed for a fresh period of 8years.

Upon approval of this Resolution Plan by While filings shall be the NCLT, Resolution Applicant to file done, waiver sought in the returns and the penalty and interest for regard to late filing is not the late filing shall be waived. specifically granted.

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Sl. Reference Relief and/or Concessions Sought Orders Thereon No. to Clause Upon approval of this Resolution Plan by This shall be strictly in the NCLT, all litigations, appeals, accordance with section arbitrations, before all/any authorities 32A of the Code. across India shall stand abated. Further, any penalties, Interest, fine, charges, damages, compounding fees etc. shall be withdrawn and stands abated.

Upon approval of this Resolution Plan by This shall be strictly in the NCLT, any Income tax demands and accordance with section TDS liabilities along with any penalties 32A of the Code. and interest thereon shall be waived.

Upon approval of this Resolution Plan by This shall be strictly in the NCLT, any charges, levy, duty, accordance with section interest, penalties, etc. by various Income 32A of the Code. Tax Authorities, Tribunals, Courts, Sales tax / Goods and Service Tax authorities, Excise and Custom department, Electricity Department, Water Department, Pollution Control Board and any other authority in any or all the courts of India as on date shall be waived.

ii. 5.3 (b) Waivers of MAT liability arising on account of write off of loans.

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Sl. Reference Relief and/or Concessions Sought Orders Thereon No. to Clause Upon approval of this Resolution Plan by the NCLT, any income arising due to waiver of all liabilities should not be treated as income and no tax or book profit tax i.e. MAT shall be levied on the same. This shall be strictly in Upon approval of this Resolution Plan by accordance with section the NCLT, any potential MAT liability 32A of the Code. occurring on account of write-back of the loans, in terms of this Resolution Plan shall be waived. The proposed balance sheet as presented hereinafter to be accepted by all the authorities including Ministry of Corporate affairs as the balance sheet as on date.

iii. 5.3(c) Waiver of the dues of the Operational Creditors and other current liabilities and any other operational liability accrued and incurred before Insolvency (CIRP) commencement date.

Upon approval of this Resolution Plan by This shall be strictly in the NCLT, any amount due to the accordance with section Operational Creditors, the other sundry 32A of the Code. creditors, and other current liabilities including advances from customers, distributors, etc. recorded/unrecorded in the books of account, claimed or not claimed or the period till the KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Sl. Reference Relief and/or Concessions Sought Orders Thereon No. to Clause commencement of CIRP date shall be waived.

Upon approval of this Resolution Plan by This shall be strictly in the NCLT, litigation matters including accordance with section but not limited to civil, criminal, 32A of the Code. investigations, etc. if any pending between/ against the corporate debtor before any courts/authorities all over India shall stand withdrawn.

iv. 5.3 (d) Upon approval of this Resolution Plan by This shall be strictly in the NCLT, any/all liability incurred and accordance with section accrued before Insolvency (CIRP) 32A of the Code. commencement date because of services of Workmen and Employees rendered shall be waived.

v. 5.3 (e) Upon approval of this Resolution Plan by In accordance with the the NCLT, any liability incurred and approve Resolution Plan. accrued before Insolvency (CIRP) commencement date on account of Financial Debt owed to Unsecured Creditors shall stand relinquished / extinguished / waived.

vi. 5.3(f) Waiver of all the Contingent Liability arising out of any acts or actions of the company done before the Insolvency (CIRP) commencement date.

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Sl. Reference Relief and/or Concessions Sought Orders Thereon No. to Clause Upon approval of this Resolution Plan by Not granted. the NCLT, any contingent liability disputed or otherwise, reflected in the balance sheet or not, submitted by the Resolution Professional or not, shall be extinguished/waived and there shall be no liability arising out of such contingent liabilities at any time in the future.

Upon approval of this Resolution Plan by This will be strictly in the NCLT, all pending proceedings and accordance with section suits with any authorities, arbitrator, 32A of the Code. tribunals and courts all over India shall be Moreover, in absence of withdrawn or abated. any specifics, this request is not granted. vii. 5.3(g) Upon approval of this Resolution Plan by In the absence of any the NCLT, all Corporate Guarantees specifics, this request is given by the company of Corporate not granted. Debtor before the Insolvency (CIRP) commencement date shall stand waived.

viii. 5.3(h) Upon approval of this Resolution Plan by In the absence of any the NCLT, the guarantors will have no specifics, this request is recourse against the corporate debtor not granted. against any amount recovered from them by lenders.

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Sl. Reference Relief and/or Concessions Sought Orders Thereon No. to Clause ix. 5.3(i) Upon approval of this Resolution Plan by There are no dissenting the NCLT, the balance amount of debt Financial Creditors in due to dissenting financial creditors after this case. Hence, this payment of liquidation value shall be clause is redundant. written off.

x. 5.3(j) Waivers for any/all liabilities arising with SEBI Regulations/Companies Act 2013/ Companies Act 1956/FEMA Regulations/Labour Laws.

Upon approval of this Resolution Plan by This shall be strictly in the NCLT, any liability arising with SEBI accordance with section Regulations/Companies Act 32A of the Code. 2013/CompaniesAct1956/FEMA regulations for the period till the commencement of CIRP date.

Upon approval of this Resolution Plan by Not granted. the NCLT, SEBI is directed to waive all the penalties, charges, fees, etc. arising out of non-compliance of the requirements, if any of its Regulations, Rules, Circulars, Notifications, etc.

Upon approval of this Resolution Plan by Not granted. the NCLT, ROC is directed to waive all the penalties, charges, fees, etc. arising out of non-compliance of the requirements, if any of its Acts,

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Sl. Reference Relief and/or Concessions Sought Orders Thereon No. to Clause Regulations, Rules, Circulars, Notifications, etc.

Upon approval of this Resolution Plan by Not granted. the NCLT, all the penalties, charges, fees, etc. arising out of non-compliance of the requirements, if any of FEMA Regulations, Rules, Circulars, Notifications, etc., shall stand waived.

Upon approval of this Resolution Plan by Not granted. the NCLT, all the penalties, charges, fees, etc. in any form arising out of non-compliance of the requirements/non-payment of amount due of the Labour laws like Employee State Insurance Act, 1948, Provident Fund Act, Payment of Bonus Act, Contract Labour Act, 1973, Minimum Wages Act, Equal Remuneration Act, 1776, Factories Act, 1948, Gratuity Act, 1972, etc. and to withdraw all/any pending litigation in case of above labour laws shall stand waived.

Upon approval of this Resolution Plan by Not granted. However, the NCLT, the pending filing of the the Corporate Debtor financials and other documents as per The shall complete all Companies Act 1956and The Companies pending filings within a period of two months

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Sl. Reference Relief and/or Concessions Sought Orders Thereon No. to Clause Act 2013 with the Registrar of from the date of this Companies shall stand waived. order.

xi. 5.3(k) Upon approval of this Resolution Plan by Granted. the NCLT, the Resolution Applicant shall not be liable to pay any hidden/unknown liabilities/off balance sheet transactions surfacing at any future date.

xii. 5.3(l) Upon approval of this Resolution Plan by Granted. the NCLT, any Creditor of the Company who did not submit its claims to the RP prior to the date of COC approval, then in such case, the said Creditor will not be entitled to receive any payments under the Resolution Plan.

xiii. 5.4(m) Upon approval of this Resolution Plan by Granted, in so far as the NCLT, all the recovery proceedings DRT and SARFAESI are against the company under DRT, concerned. SARFAESI and any other law are to be withdrawn.

Upon approval of this Resolution Plan by This shall be strictly in the NCLT, all the civil/ criminal/ penal accordance with section action / investigations pending or 32A of the Code. disposed of in any court of India, or with any investigating agencies, shall stand waived and not be applicable to New Management.

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Sl. Reference Relief and/or Concessions Sought Orders Thereon No. to Clause Upon approval of this Resolution Plan by This shall be strictly in the NCLT, any investigations initiated by accordance with section any agency on the company, for ensuring 32A of the Code. smooth and revival of the company is extinguished/closed.

Upon approval of this Resolution Plan by No express waiver the NCLT, the Corporate Debtor is granted in this regard. protected from providing past information to an investigating agency in relation to criminal or civil matters.

Upon approval of this Resolution Plan by Since the Resolution the NCLT, the Electricity Board is Plan is silent about any directed to re-connect power supply at pending payments in the plant / corporate office, to waive past respect of electricity dues including any penalties interest or supply, this request is damages and to abate all the pending refused. litigations, if any.

Upon approval of this Resolution Plan by Since the Resolution the NCLT, the Water Department is Plan is silent about any directed to continue water supply at the pending payments in plant, corporate office, to waive past dues respect of electricity including any penalties interest or supply, this request is damages and to abate all the pending refused. litigations, if any.

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Sl. Reference Relief and/or Concessions Sought Orders Thereon No. to Clause Upon approval of this Resolution Plan by Granted, subject to the the NCLT, the Pollution Control Board is fulfilment of all directed to continue all the required procedural formalities. approvals given in the name of Corporate Debtor or renew the same to run the industry smoothly.

Upon approval of this Resolution Plan by Granted, subject to the the NCLT, the relevant authorities are fulfilment of all directed to either continue or issue a new procedural formalities. or existing Manufacturing License/ Factory License given in the name of Corporate Debtor.

Upon approval of this Resolution Plan by No specific dues payable the NCLT, all society dues / property tax/ to such authorities, the Gram Panchayat Tax/ BMC Charges, etc. request is refused. in any form for the corporate office in respect pre CIRP date shall stand waived.

Upon approval of this Resolution Plan by This shall be strictly in the NCLT, any charges, penalties, accordance with section punishment, etc., if any levied by 32A of the Code. Directorate of Enforcement, Department of Revenue, RBI, Economic Office Wing, Directorate General of Foreign Trade, Ministry of Commerce, etc. on the Corporate Debtor shall stand waived.

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018

Sl. Reference Relief and/or Concessions Sought Orders Thereon No. to Clause Upon approval of this Resolution Plan by Granted. the NCLT, the Official Liquidator/ Resolution Professional/ Existing Promoters/ Existing Board of Directors to handover the possession of all the records and books of accounts of corporate debtor to the New Promoters and Management.

xiv. 5.3(n) Upon approval of this Resolution Plan by Not granted. the NCLT, on first sale of any property (not essential for purpose of and carrying on post acquisition production) by the Resolution Applicants/ Corporate Debtor to any willing buyer, the stamp duty arising out of this sale shall stand waived. Also, any capital gain arising on account of first sale of assets by the Resolution Applicants / Corporate Debtors under section 45 of Income Tax Act shall stand waived.

Upon approval of this Resolution Plan, all This shall be strictly in the cases as mentioned in Table 6 at page accordance with section 23 of the Resolution Plan shall stand 32A of the Code. withdrawn.

FINDINGS 24. On hearing the submissions made by the Ld. Counsel for the Resolution Professional, and perusing the record, we find that the Resolution Plan has been approved with 100% voting share. As per the CoC, the plan meets the requirement of being viable and feasible for revival of the Corporate Debtor. By and large, all the compliances have

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018 been done by the RP and the Resolution Applicant for making the plan effective after approval by this Bench. 25. On perusal of the documents on record, we are also 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 IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. 26. 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. 27. In case of non-compliance of this order or withdrawal of Resolution Plan, the CoC shall forfeit the EMD amount already paid by the Resolution Applicant. 28. Subject to the observations made in this Order, the Resolution Plan in question is hereby APPROVED by this Bench. The Resolution Plan shall form part of this Order. 29. The Resolution Plan is binding on the Corporate Debtor and other stakeholders involved so that revival of the Debtor Company shall come into force with immediate effect. 30. The Moratorium imposed under section 14 shall cease to have effect from the date of this order. 31. The Resolution Professional shall submit the records collected during the commencement of the proceedings to the Insolvency & Bankruptcy Board of India for their record and also return to the Resolution Applicant or New Promoters. 32. Certified copy of this Order be issued on demand to the concerned parties, upon due compliance. 33. Liberty is hereby granted for moving any Application if required in connection with implementation of this Resolution Plan. 34. A copy of this Order is to be submitted in the Office of the Registrar of Companies, West Bengal. 35. The Resolution Professional shall stand discharged from his duties with effect from the date of this Order. 36. The Resolution Professional is further directed to handover all records, premises/factories/documents to the Resolution Applicant to finalise the further line of action required for starting of the operation. The Resolution Applicant shall have access

KOLKATA BENCH Shri Shyam Industries Pvt. Ltd. v. Prosperity Steels Ltd. IA (IB) No. 1380/KB/2020 in CP (IB) No. 998/KB/2018 to all the records/premises/factories/documents through the Resolution Professional to finalise the further line of action required for starting of the operation. 37. IA (IB) No. 1380/KB/2020 and the main Company Petition i.e. CP (IB) No. 998/KB/2018 shall stand disposed of accordingly. 38. The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Ld. Authorised Representative for information and for taking necessary steps. 39. Certified copy of this order may be issued, if applied for, upon compliance of all requisite formalities. 40. File be consigned to the record.

Harish Chander Suri Rajasekhar V.K. Member (Technical) Member (Judicial)

Signed on this 18th day of February, 2021.

GGRB[LRA]