Approval of Resolution Plan - Rathi Graphic Technologies Limited

IA No.31/2021 IN C.P. (IB)/325/ALD/2019 IN THE MATTER OF: (An Application under Section 30 (6) and 31 of the Insolvency and Bankruptcy code, 2016 R/w Regulation 39 (4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016

IN THE MATTER OF: RATHI GRAPHIC TECHNOLOGIES LIMITED THROUGH ANSHUL GUPTA RESOLUTION PROFESSIONAL ……..Applicant VERSUS RAJ KUMAR RATHI AND OTHERS …….Respondent IN THE MATTER OF: M/S EXIM SCRIPS DEALERS PVT LTD 4A CLIVE ROW 412 MUKTI CHAMBER 4TH FLOOR PS HARE STREET KOLKATA WB 700001 ….Financial Creditor VERSUS M/S RATHI GRAPHIC TECHNOLOGIES LIMITED THROUGH ANSHUL GUPTA RESOLUTION PROFESSIONAL 1501, TOWER 4, SPRING GROVE TOWERS, LOKHANDWALA TOWNSHIP, KANDIVALI (E), MUMBAI-400101 ….Corporate Debtor IA No.31/2021 IN C.P. (IB)/325/ALD/2019

Order pronounced on 27.07.2023 CORAM: Sh. Praveen Gupta : Member (Judicial) Sh. Ashish Verma : Member (Technical) Appearances (via Video Conference) Sh. Amitabh Agarwal, Adv. : For the Applicant Sh. Anshul Gupta RP in person in IA No.31/2021 Sh. Sumant Batra, Adv. : For the CoC Sh. Sumesh Dhawan alongwith Sh. Shaurya Shyam, Advs. : For the SRA ORDER Preliminary 1. The present interlocutory application bearing IA. No. 31/2021 was moved on behalf of Mr. Anshul Gupta, Resolution Professional (“RP”) of the Corporate Debtor, M/s Rathi Graphic Technologies Limited under the provisions of Sections 30(6) and 31(1)of the Insolvency & Bankruptcy Code, 2016 [hereinafter referred to as “the Code” or “IBC”] read with Regulation 39(4) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (“CIRP Regulations”) for approval of the IA No.31/2021 IN C.P. (IB)/325/ALD/2019

Resolution Plan in respect of M/s Rathi Graphic Technologies Limited. (“Corporate Debtor”). 2. The underlying Company Petition CP (IB) No.325/ALD/2019 filed by the Exim Scrips Dealers Private Limited under Section 7 of the Code for initiation of Corporate Insolvency Resolution Process (“CIRP”) against the Corporate Debtor namely Rathi Graphic Technologies Limited, which was admitted by this Adjudicating Authority vide its order dated 03.02.2020 (“Admission Order”). On that date, i.e., 03.02.2020 (“Insolvency Commencement Date”), Mr. Sunil Kumar Aggarwal (IBBI Reg. No. IBBI/IPA-002/IP-N00081/2017-18/10222) was appointed as IRP. Subsequently, this Adjudicating Authority appointed Mr. Anshul Gupta as the RP vide order dated 10.06.2020 of this Tribunal on the application filed by CoC vide IA No.129/2020. 3. It is stated in Resolution Plan that the public announcement was made on 03.02.2020 in Financial Express, Jansatta, Indian Express and Prabhat Abhinandan and he called for proof of claims from the creditors of the Corporate Debtor and informed lenders to submit their claims as envisaged under the Code.

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4. Pursuant to the collation and verification of claims received, the COC was constituted on 26.02.2020 with 2 Financial Creditors. The list of Financial Creditors and the distribution of voting share among them is as under: Financial Creditors Voting Share State Bank of India 90.68% Exim Scrips Dealers Private Limited 9.32% Total 100%

5. The details of status of claims as submitted by the Successful Resolution Applicant are as follows: Particulars Amount Claim Claimed Admitted Secured Financial 10,98,00,000 10,98,00,000 Creditors Unsecured 2,32,38,95,998 2,32,38,95,998 Financial Creditors Workmen & NIL NIL Employees

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Government Dues 6,13,43,103 6,13,43,103

Other Operational 24,34,089 23,54,089 Creditors Unsecured Loans 11,86,43,787 11,86,43,787

Total 2,61,61,16,977 2,61,60,36,977

6. The RP submits that a total of 8 CoC meetings have been held during the whole CIRP period from 3rd March, 2020 to 20th November, 2020 and final decision was taken on 20th November, 2020 as regards the Successful Resolution Applicant (SRA). Evaluation and voting 7. It is stated in the Resolution plan that the 2nd CoC was held on 25.06.2020 whereby the CoC Inter alia approved the publication of Form G, Request for Resolution plan, Evaluation Matrix, and eligibility criteria. Accordingly, invitations for Expression of Interest (EoIs) in Form-G were published on 24.08.2020.

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8. In pursuance thereto, the resolution professional received EoIs for submission of the Resolution plan from 9 Prospective Resolution Applicants (PRAs). The PRAs who have submitted EoIs are given as under:- 1) Prudent ARC Ltd. 2) Giriraj Coated Fab Private Limited. 3) Jobby Engineers Private Limited 4) Nikunj Udhyog (unit of Surbhika Steels Private Limited) 5) Platinum Industries Pvt. Ltd. 6) Tavasya Venture Partners Pvt Ltd 7) Shree Balaji Refactories Company 8) Anupam Steel Center 9) Mr. Harsha Vardhan Reddy 9. Two Resolution Applicants viz, M/s Surbhika Steels Private Limited through one of its unit Nikunj Udhyog and Giriraj Coated Fab Private Limited through Mr. Sanjay Garg submitted their Resolution Plan which was put for consideration before CoC in the 5th CoC meeting held on 05.11.2020. In the 6th COC meeting held on 07.11.2020, both the Prospective Resolution Applicants were asked to submit revised Resolution Plan till 10.11.2020 before 6 pm. IA No.31/2021 IN C.P. (IB)/325/ALD/2019

10. During the 7th as well as 8th CoC Meetings, held on 12.11.2020 and 20.11.2020 respectively, Resolution Plan submitted by two PRAs viz M/S Surbhika Steels Pvt. Ltd. through one of its Unit Nikunj Udyog and M/s Giriraj Coated Fab Private Limited through Mr. Sanjay Garg, have been put for consideration and deliberation before the CoC. After exhaustive discussion, both the Resolution Plans were put for E-Voting. 11. The Voting lines were open on 15th November, 2020 for starting E-voting, which was supposed to close on 19th November, 2020 but, it was extended thrice, first till 2nd December, 2020, then till 10th December, 2020 and finally, upto 17th December, 2020. 12. As all the CoC members had completed voting till 15.12.2020, E-voting Lines were closed on 15.12.2020 with the permission of CoC members. 13. After due discussions and deliberations on various occasions, in the 7th and 8th COC meeting, final plan received from M/S Surbhika Steels Private Limited through one of its unit Nikunj Udhyog was approved by COC on 16.12.2020. The CoC also deliberated in accordance with Section 30(2), 30(4) and 30(6) of the Code read along with CIRP Regulations, 2016.

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14. The Resolution Plan submitted by the Successful Resolution Applicant i.e. M/S Surbhika Steels Private Ltd. through one of its unit Nikunj Udhyog was approved by a majority of 100% voting share by the CoC. The relevant portion of resolution passed in the 8th COC meeting dated 20.11.2020 is reproduced hereunder:- “Resolution Term To approve either of the following Resolution Plans in the case of the Corporate Debtor To approve either of the following resolution plan received from the resolution applicants as per section:- a. Approval for Resolution plan of Nikunj Udyog Resolution Plan submitted by Nikunj Udyog (a unit of Surbhika Steels Pvt. Ltd.) amounting to Rs.775 lakhs (a unit of Surbhika Steels Pvts. Ltd.) amounting to Rs.775 lakhs (excluding the CIRP costs of estimated at 29 lakhs) payable within 50 working days. b. Approval for Resolution plan of Giriraj Coated Fab Private Limited Resolution Plan submitted by Giriraj Coated Fab Private Limited and Mr. Sanjay Garg amounting to Rs. 650 lakhs inclusive of all the payments payable within a year

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Sr. Name of Member Percentage E-Voting No. For Against Abstain 1 State Bank of 58.00% 58.00% - - India 2 Exim Scrip 0.46% 0.46% - - Dealers Pvt. Ltd. 3 Bank of 32.20% 32.20% - - Maharashtra 4 Bank of Baroda 9.23% 9.23% - - 5 Rathi Powertech 0.03% 0.03% - - Global Tech Pvt. Ltd. 6 EIK Investment and 0.07% 0.07% - -trading limited 7 DBG Leasing and 0.15% 0.15% - - Housing Ltd. Total 100.00% 100.00% 0.00% 0.00%

15. After the E-voting, following result has been declared by the RP on 16.12.2020 in respect of resolution passed in 8th CoC meeting held on 20.11.2020 as reproduced in para No.14 of this order. “Result: Based on the aforesaid results, I report that this Resolution as contained in the Item No.1(a) has been considered with 100% Positive voting, and 0.00% Negative Voting and 0.00% abstain from voting hence it is Passed.” Thus, after voting, CoC approved Resolution Plan of M/S Surbhika Steels Pvt. Ltd. through its unit Nikunj Udyog, declaring it to be SRA. IA No.31/2021 IN C.P. (IB)/325/ALD/2019

16. This Adjudicating Authority has granted extensions/exclusion once, after expiry of 180 days of CIRP on 07.12.2020 in the whole CIR Process and accordingly, CIRP period is extend upto 06.01.2021 vide order dated 04.12.2020 of this Adjudicating Authority in IA 306/2020(extension of 30 days + exclusion of 128 days of time period due to Covid-19 lockdown as per Central Government order since 25.03.2020 till 31.07.2020) 17. Finally, RP filed instant IA No.31/ALD/2020 on 22.12.2020 within the extended CIRP period of 06.01.2021. A compliance Certificate in terms of prescribed “Form H” under regulation 39 (4) of the CIRP Regulations was also filed before this Tribunal as per Annexure-1 at page 44 of the instant application. 18. While considering the said IA, this Tribunal vide an order dated 14.12.2021, directed that all the Operational Creditors should be given an equitable treatment. Thereafter, the Resolution Professional has filed a revised Resolution Plan on 09.01.2022 and further, revised Form H was filed on 16.01.2022. However, eventually, the instant IA No.31/2021 was dismissed by this Tribunal in terms of an order dated 13.06.2022 against which the RP as well as SRA, both have filed an appeal

IA No.31/2021 IN C.P. (IB)/325/ALD/2019 before the Hon’ble NCLAT. The said appeal was finally considered by the Hon’ble NCLAT and in terms of an order dated 02.02.2023, the appeal was allowed and the IA No.31/2021 was revived. In view of this background, the IA No.31/2021 has been considered by this Tribunal, and since by then, the revised Plan was already filed on 09.01.2022 and a revised “Form H” was filed on 16.01.2022, as stated earlier, the details of the revised Plan have been discussed in the present order. 19. As per the revised “FORM H”, the fair value of the corporate debtor is Rs. 11.11 Crores and the liquidation value is Rs. 8.11 Crores as per the registered valuers report. Details of Resolution Plan/Payment Schedule 20. The successful Resolution Applicant i.e. M/s Surbhika Steels Private Ltd. through its unit Nikunj Udyog, belongs to Daga group of Companies run by Mr. Akshaya Daga and Mr. Raj Kumar Daga, which has been involved in the trade of construction material for more than 30 years. Directors of M/S Surabhika Steels Pvt. Ltd. are Mr. Akshay Daga and Mr. Daga Nikunj Details of Profile of SRA is provided from pg 16 to 18 of the Resolution Plan.

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21. The Resolution Plan states the cause of the default of Corporate Debtor being due to wide fluctuations in cross currencies, imports became costlier, corresponding increase in finished goods were still cheaper and subsequent liquidity crunch. The resolution applicant states that through better management control, infusion of additional funds for working capital and bringing down the total debt to a sustainable level, it endeavours to turn around the company for which a viable and workable resolution plan has accordingly been prepared and the successful Resolution Applicant has the capability for effective implementation of the Plan. Overview of the Corporate Debtor and details of the proposed resolution transaction structure are provided from pg 19 to 21 and pg 32 to 34 respectively of the Resolution Plan. 22. Initially, the SRA proposed to make a payment of a Total Amount of Rs.7,75,00,000/- (Rupees Seven Crore Seventy five lacs only) plus unpaid CIRP costs under Resolution Plan but the same was further revised on 09.01.2022 and then on 28.02.2023. The details of proposed plan are as under:-

IA No.31/2021 IN C.P. (IB)/325/ALD/2019 (a) Financial proposal of the Resolution Plan for “Total Resolution Amount’ as proposed by the SRA in IA No.31/2020 and further amended on 01.01.2022 and 28.03.2023 is as under- Sl. Types of Claim Resolution Payment Term debts Admitted in Cr. Amount No. Rupees

1. CIRP Cost NA The actual The actual amount amount proposed to be paid over and above the resolution amount 2. Secured 10,98,00,000 5,78,70,054 The amount to be Financial paid within 50 Creditors working days from effective date 3. Unsecured 2,32,38,95,998 1,87,81,106 The amount to be Financial paid within 50 Creditors working days from effective date 4. Operational 23,54,089 2,35,409 The amount to be paid within 50 Creditors working days from (Trade effective date payables) 5. Workmen/ NIL 1,38,161* - Employees

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6. Contingent NIL NIL NIL Liabilities (Non Statutory) 7. Statutory 6,13,43,103 8,48,840** The amount to be Dues as per paid within 50 Information working days from effective date Memorandum Total Resolution Amount (except the 7,78,73,570 unpaid CIRP)

*The RP has filed affidavit vide Diary No.833 dated 28.02.2023 annexing the e-mail sent by the Successful Resolution Applicant in which he has given an undertaking to pay the EPF and gratuity dues over and above the amount in the Resolution Plan itself. **Payment towards statutory dues was changed to Rs.8,48,840/- by an additional affidavit filed by RP vide filing no. 0902109004352020 dated 09.01.2022 (b) Apart from above proposed “Resolution Plan Amount” of Rs.7,78,73,570/- (Rupees Seven Crore, Seventy Eight lacs, Seventy Three Thousand and Five Seventy only), the SRA has

IA No.31/2021 IN C.P. (IB)/325/ALD/2019 also proposed to induct, Rs.6,00,00,000/- (Rupees Six Crore only) for improvement in operations, capex as well as to meet the working capital requirements by way of equity/quasi equity. (c) Estimated Total Amount Proposed to be brought in the Corporate Debtor for the turnaround of the Corporate Debtor:-

S. Particulars Amount No A CIRP Cost The actual amount Upfront cash payment to the Secured 5,78,70,054 Financial Creditors to be paid within B 50 working days from effective date C Upfront cash payment to the 1,87,81,106 Unsecured Financial Creditors to be paid within 50 working days from effective date Total Upfront Cash Payment as part C 7,66,51,160 of Resolution Plan (A+B+C) Operational Creditor D 2,35,409 8,48,840* E Statutory Dues 1,38,161** F Workmen/Employees G Total Fund Required(D+E+F) 7,78,73,570 * Payment towards statutory dues was changed to Rs.8,48,840/- by an additional affidavit filed by RP vide filing no. 0902109004352020 dated 09.01.2022

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**The RP has filed affidavit dated 24.02.2023 vide Diary No.833 dated 28.02.2023 annexing the e-mail sent by the Successful Resolution Applicant in which he has given an undertaking to pay the EPF and gratuity dues over and above the amount in the Resolution Plan itself. Compliance of the successful Resolution Plan with various provisions:

23. The Applicant has submitted the details of various compliances as envisaged by the Code and the CIRP Regulations which a Resolution Plan is required to adhere to as follows: (a) Compliance with Section 30(2) of the Code: Section 30(2) of Compliance under Relevant Page Insolvency and Resolution Plan Number of Bankruptcy Code, 2016 Section 30 Application (a) Plan must provide for Provided in Clause 2 Clause 2 (a)(i) -payment of CIRP cost in (a)(i) of the Resolution Page 604 (Page 7 priority to repayment of Plan of Resolution other debts of the CD in Plan) the manner specified by the Board. IA No.31/2021 IN C.P. (IB)/325/ALD/2019 (b) Plan must provide for repayment of debts of OCs in such manner as may be specified by the Board which shall not be less than (b)(i) the amount payable Provided in Clause 3 of C l a u s e 3- Page to them in the event of the Resolution Plan 608 ( liquidation u/s 53; or Resolution Plan) (b)(ii) Plan must provide Provided in Clause 3 Clause 3- Page for repayment of debts of of the 608 ( OCs in such manner as Resolution Plan Resolution Plan) may be 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 IA No.31/2021 IN C.P. (IB)/325/ALD/2019 distributed in accordance with the order of priority in sub-section (1) of section 53, whichever is higher and b (iii) provides for Provided under Page 640 (Page payment of debts of Mandatory Contents 43 of Resolution financial creditors who of Resolution Plan P l a n ) do not vote in favour of the resolution plan, in such manner as may be specified by the Board. (c)Management of the Provided in Chapter Page 638 (Page affairs of the Corporate IX of Resolution Plan 41 of Resolution Debtor after approval of Plan) the Resolution Plan. (d) Implementation and Provided in Chapter IX Page 637 (Page Supervision. of Resolution Plan 40 of Resolution Plan)

IA No.31/2021 IN C.P. (IB)/325/ALD/2019 (e) Plan does not Provided in Page 641 contravene any of the Chapter IX of ( provisions of the law Resolution Plan Resolution for the time being in Plan) force. (f) Conforms to such Provided under Page 641 (Page other requirements Mandatory Contents 44 of Resolution as may be specified of Resolution Plan P l a n ) by the Board.

(b) Measures provided in Resolution Plan in terms of Regulation 37 of CIRP Regulations. Regulation 37 of Compliance under Relevant Page Insolvency and Resolution Plan Number of Bankruptcy Board of Application India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 a) transfer of all or part The Resolution Page 642

IA No.31/2021 IN C.P. (IB)/325/ALD/2019 of the assets of the Applicant declares that corporate debtor to one the present provision or more persons; is not applicable to this Resolution Plan. b) sale of all or part of The Resolution Page 642 the assets whether Applicant declares that subject to any security the present provision interest is not applicable to this or not; Resolution Plan. ba) restructuring of The Resolution Page 642 the corporate debtor, Applicant declares that by way of merger, the present provision amalgamation and is not applicable to this demerger; Resolution Plan. c) the substantial The Resolution Page 654 Applicant proposes to acquisition of shares of acquire shareholding the corporate debtor, or of the corporate debtor the merger or the post approval of consolidation of the Resolution Plan as corporate debtor with IA No.31/2021 IN C.P. (IB)/325/ALD/2019 one or more persons; specified under Annexure I of Resolution Plan ca) cancellation or Not proposed by the Page 642 delisting of any shares of Resolution Applicant. the corporate debtor, if applicable; d) satisfaction or Provided in mandatory Page 642 modification of any contents of security interest; Resolution Plan e) curing or waiving of Provided in mandatory Page 643 any breach of the terms contents of of any debt due from the Resolution Plan corporate debtor; f) reduction in the Provided in mandatory Page 643 amount payable to the contents of creditors; Resolution Plan g) extension of a maturity The Resolution Page 643 date or a change in Applicant declares that interest rate or other the present provision

IA No.31/2021 IN C.P. (IB)/325/ALD/2019 terms of a debt due from is not applicable to this the corporate Resolution Plan. debtor; h) amendment of the Provided in mandatory Page 643 constitutional contents of documents of the Resolution Plan corporate debtor i) issuance of The Resolution Page 643 securities of the Applicant declares that corporate debtor, for the present provision cash, property, is not applicable to this securities, or in Resolution Plan. exchange for claims or interests, or other appropriate purpose; j) change in portfolio The Resolution Page 644 of goods or services Applicant declares that produced or rendered by the present provision the corporate debtor; is not applicable to this Resolution Plan.

IA No.31/2021 IN C.P. (IB)/325/ALD/2019 k) change in technology The Resolution Page 644 used by the corporate Applicant declares that debtor; and the present provision is not applicable to this Resolution Plan. l) Obtaining necessary Provided in mandatory Page 644 approvals from Central contents of and State Governments Resolution Plan and other authorities (c) Mandatory contents of Resolution Plan in terms of Regulation 38(1) of CIRP Regulations: Regulation 38(1) and Compliance under Relevant Page (2) of Insolvency and Resolution Plan Number of Bankruptcy Board of Application India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016

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38(1)(a) The amount The Resolution Applicant Page 644 due to the operational declares that any creditors under a payment made to the resolution plan shall Operational Creditors to be given priority in the Corporate Debtor payment over shall be in priority to the financial creditors payments to all other creditors of the Corporate Debtor, save and except the CIRP Cost. 38 (1) (b)The amount The Resolution Page 644 payable under a Applicant declares that resolution plan - any payment made to the dissenting financial (b) to the financial Creditor under the creditors, who have a resolution plan shall be right to vote under given in priority in sub-section (2) of payment to assenting section 21 and did not financial creditors. vote in favour of the resolution plan, shall

IA No.31/2021 IN C.P. (IB)/325/ALD/2019 be paid in priority over financial creditors who voted in favour of the plan. 38 (1A) Shall include a The Resolution Page 645 statement as to how it Applicant declares that has dealt with the the Applicant has interests of all the endeavored to keep all stakeholder, including claims, including the financial creditors and claims of statutory operational creditors authority, in mind while of the Corporate proposing the present Debtor Resolution Plan and has dealt with the interests of all stakeholders, including Financial Creditors and Operational Creditors, of the Corporate Debtor.

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38 (1B) Shall include a The Resolution Applicant Page 645 statement giving declares that neither the details if the resolution Resolution Applicant nor applicant or any of its any of its Related Parties related parties has have failed to implement failed to implement or or contributed to the contributed to the failure of implementation failure of of any other resolution implementation of any plan approved by the other resolution Adjudicating Authority at plan approved by the any time in the past. Adjudicating Authority at any time in the past; 38 (2)(a) shall provide Term of Plan is provided Page No. 637 for the term of the plan in Chapter IX and its implementation schedule

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38 (2)(b) shall provide The implementation Page No.638 for the management provisions are mentioned and control of the in the Chapter IX of the business of the Resolution Plan Corporate Debtor during its term

38 (2)(c) Shall provide Provided in Chapter IX of Page No. 637 for the adequate the Resolution Plan means for supervising its implementation. 38 (3) A resolution plan shall demonstrate that- (a) it addresses (a) Provided in Chapter Page 616 the cause of default; V of Resolution Plan (b) The Resolution (b) it is feasible and Applicant confirms that viable; the present Plan is feasible and viable,

IA No.31/2021 IN C.P. (IB)/325/ALD/2019 considering the payments being made to each category of creditors of the Corporate Debtor. (c) The Resolution Page No. 637 Applicant has provided (c) it has provisions for the effective for its effective implementation under implementation; Chapter IX of the Resolution Plan.

(d) The Resolution Applicant has provided (d) it has provisions for approvals required for approvals required and their timeline Page 638 and the timeline for Chapter IX of the the same; and Resolution Plan. (e) Provided in Chapter Page 613 IV of the Resolution (e) the resolution IA No.31/2021 IN C.P. (IB)/325/ALD/2019 applicant has the Plan. capability to implement the resolution plan.

24. The Applicant submits that the SRA has submitted an affidavit in regard to the 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 SRA, as mandated in terms of regulation 39(1) (c) of the CIRP Regulations. The affidavit under section 29 A is reproduced here under:- “2. That we are the resolution applicant of Rathi Graphic Technologies Limited. 3. That we propose to submit a Resolution Plan under The Insolvency and Bankruptcy Code, 2016 with respect to Rathi Graphic Technologies Limited, a company undergoing Corporate Insolvency Resolution Process under The Insolvency and Bankruptcy Code, 2016. 4. That I have understood the provisions of section 29-A of The Insolvency and Bankruptcy Code, 2016. I confirm that neither the applicant nor any person IA No.31/2021 IN C.P. (IB)/325/ALD/2019 acting jointly with the applicant or any person who is a promoter or in the management or control of the applicant or any person acting jointly with applicant or their relatives falling under the definition of the Relative under The Insolvency and Bankruptcy Code, 2016,:- a) Is an un-discharged insolvent; b) Is a willful defaulter in accordance with the guidelines of the Reserve Bank of India issued under the Banking Regulation Act, 1949; c) Has an account, or an account of a corporate debtor under the management or control of such person or of whom such person is a promoter, classified as non-performing asset in accordance with the guidelines of the Reserve Bank of India issued under the Banking Regulation Act, 1949 and at least a period of one year has lapsed from the date of such classification till the date of commencement of the Corporate Insolvency Resolution Process of the corporate debtor; d) Has been convicted for any offence punishable with imprisonment for two years or more; e) Is qualified to act as a director under the Companies Act, 2013; IA No.31/2021 IN C.P.

(IB)/325/ALD/2019 f) Is prohibited by the Securities and Exchange Board of India from trading in securities or accessing the securities markets; g) Has been a promoter or in the management or control of a corporate debtor in which a preferential transaction, undervalued transaction, extortionate credit transaction or fraudulent transaction has taken place and in respect of which an order has been made by the Adjudicating Authority under the code: h) Has executed an enforceable guarantee in favour of a creditor in respect of a corporate debtor against which an application for insolvency resolution made by such creditor has been admitted under this Code; i) Has been subject to any disability, corresponding to clause (a) to (h) of Section 29A, under any law in a jurisdiction outside India; or j) Has a connected person (as defined in Explanation to Section 29A) who is ineligible under clauses (a) to (i) of Section 29A. 5. That I therefore, confirm that the applicant is eligible under Section 29A of the Insolvency and Bankruptcy Code, 2016 (“Code”) as inserted by the Insolvency and IA No.31/2021 IN C.P.

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Bankruptcy Code (Amendment) Act, 2018 to submit a resolution plan for Rathi Graphic Technologies Limited. 6. That on behalf of the applicant, I state that during the implementation of resolution plan, no person who would be considered as Connected Person and is not eligible to submit resolution plan under section 29A of Insolvency and Bankruptcy Code, 2016 and the regulation 38 of IBBI (Insolvency Resolution Process of Corporate Persons) regulations, 2016 shall be engaged in the management and control of corporate debtor. 7. That, I declare and undertake that in case the Resolution Applicant becomes ineligible at any stage during implementation of Resolution Plan, it would inform Resolution Professional forthwith on becoming ineligible.” 25. 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. The RP has issued the Letter of Intent to the Successful Resolution Applicant and the Successful Resolution Applicant provided the Performance Bank Guarantee of Rs. 80,40,000/- (Rupees Eighty lakh Forty thousand Only) through RTGS dated 24.12.2020 which is annexed as Annexure-I (at pg no 9 to IA No.31/2021 IN C.P. (IB)/325/ALD/2019

13) of Supplementary Affidavit dated 24.02.2023 filed on 28.02.2023, which is required under Regulation 36B (4A) of CIRP Regulations, 2016. Details of Resolution Plan/ Payment Schedule 26. The Applicant submits the relevant information about the amount claimed, the amount admitted, and the amount proposed to be paid by the Successful Resolution Applicant, i.e., M/S Surbhika Steels Private Ltd. through one of its unit Nikunj Udhyog under the said Resolution Plan which is tabulated as under: Sl. Types of Claim Resolution Payment Term debts Admitted in Cr. Amount No. Rupees 1. CIRP Cost NA The actual The actual amount amount proposed to be paid over and above the resolution amount 2. Secured 10,98,00,000 5,78,70,054 The amount to be Financial paid within 50 Creditors working days from effective date 3. Unsecured 2,32,38,95,998 1,87,81,106 The amount to be Financial paid within 50 working days from IA No.31/2021 IN C.P. (IB)/325/ALD/2019

Creditors effective date

3. Operational 23,54,089 2,35,409 The amount to be paid within 50 Creditors working days from (Trade effective date payables) 4. Workmen/ NIL 1,38,161 - Employees

5. Contingent NIL NIL NIL Liabilities (Non Statutory) 6. Statutory 6,13,43,103 8,84,840 The amount to be Dues as per paid within 50 Information working days from effective date Memorandum 7. Infusion of 6,00,00,000 6,00,00,000 To be infused funds for progressively as Capex/ and when required Working Capital

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27. The Resolution plan size is of Rs 7,78,73,570/- (Rupees Seven crores, Seventy Eight Lakhs, Seventy three thousand and five hundred seventy only) plus CIRP cost. The additional amount of Rs.6 Cr. as included in the plan, is by way of raising equity in future by the Successful Resolution Applicant. The “Effective Date” will be the date on which the Adjudicating Authority approves the Resolution Plan. Details on Management and Implementation as per the Resolution Plan 28. The Resolution Plan also provides for details of management and control, implementation and supervision of the Resolution Plan and term of plan as discussed in the Resolution Pan submitted in the instant IA under consideration from pg No.40 to 42. Details on fraudulent and avoidance transaction 29. The RP has filed affidavit vide Diary No.833 dated 28.02.2023 annexing the e-mail dated 23.02.2023 sent by Successful Resolution Applicant to RP in which Resolution Applicant has confirmed that he will continue to pursue the avoidance application filed by RP and the amount received/recovered

IA No.31/2021 IN C.P. (IB)/325/ALD/2019 pursuant to such filing of Application shall be distributed to Financial Creditors after deducting costs, if any. Waivers, Reliefs and Exemptions 30. The SRA has sought/prayed for the reliefs, waivers and concessions as enumerated under the Resolution Plan approved by the CoC, namely, that from the plan approval date all inquiries, investigation and proceedings, whether civil or criminal, suits, claims, disputes, interests and damages in connection with the Corporate Debtor or the affairs of the Corporate Debtor, pending or threatened, present or future in relation to any period prior to the plan approval date, or arising on account of implementation of this Resolution Plan, shall stand withdrawn, satisfied and discharged.

Analysis & Findings 31. After considering the submissions made by the Ld. Counsel for the Resolution Professional and perusing the record, we find that the Resolution Plan has been approved by the CoC with 100% of the members voting in favour of the Resolution Plan submitted by M/S Surbhika Steels Pvt. Ltd. through one of its unit M/S Nikunj Udyog. As per the CoC, the said Plan meets IA No.31/2021 IN C.P. (IB)/325/ALD/2019 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. 32. On perusal of the documents on record, we are satisfied that the above Resolution Plan as approved by the CoC under sub-section (4) of Section 30 meets the requirements as referred in sub-section (2) of Section 30 of the IBC and also complies with regulations 37, 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations,2016. 33. The reliefs, concessions and waivers sought by the Successful Resolution Applicant will be dealt with strictly in accordance with the applicable laws.

34. From the date of approval of the ‘Resolution Plan’, the Resolution Applicant shall be legally authorized to seek appropriate orders from respective authorities/courts/ tribunals for renewal of licenses/withdrawal/dismissal or abetment of the proceedings as the case may be. 35. We also noted that the RP has filed affidavit vide Diary No.833 dated 28.02.2023 annexing the e-mail sent by the Successful Resolution Applicant in which he has given an undertaking to IA No.31/2021 IN C.P. (IB)/325/ALD/2019 pay the EPF and gratuity dues over and above the amount in the Resolution Plan itself. Orders 36. Subject to the observations made in this Order, the Resolution Plan of Rs 7,78,73,570/- (Rupees Seven crores, Seventy Eight Lakhs, Seventy three thousand and five hundred seventy only) (containing the mandatory contents of Resolution Plan in terms of Regulation 38(1), is hereby approved as per Section 31(1), against the original resolution plan amount of Rs.7.75 Crores, after considering the affidavit and additional affidavit filed subsequently as discussed in para 22. We have satisfied ourselves that the resolution plan as approved by the COC under sub-section (4) of Section 30 on 22.12.2020 meets the requirements as referred to in sub-section (2) of Section 30. The additional amount of Rs. 6 Cr. as included in the plan, by way of raising equity in future by the Successful Resolution Applicant, is also hereby allowed.

Thus, entire Resolution Plan as presented before us by the RP is approved. The Resolution Plan/Revised Resolution Plan shall form part of this Order.

IA No.31/2021 IN C.P. (IB)/325/ALD/2019

37. We also order that litigations wherever pending against the corporate debtor would be governed by Section 32A of the Code. 38. The reliefs, concessions and waivers sought/prayed by the Successful Resolution Applicant will be dealt with strictly in accordance with the applicable laws including Companies Act, 2013 and Income Tax Act, 1961, etc. 39. 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. 40. In case of non-compliance with this order or withdrawal of the Resolution Plan within the stipulated time, in addition to other consequences which follow under law, the CoC shall forfeit the EMD amount of Rs.10 Lakh already paid by the Resolution Applicant as well as the Performance Bank Guarantee of Rs. 80,40,000/- 41. As per the affidavit filed by the Resolution Professional vide Diary No.833 dated 28.02.2023 annexing the e-mail dated 23.02.2023, the avoidable transaction application, IA

IA No.31/2021 IN C.P. (IB)/325/ALD/2019

No.30/2021 shall be continued to be pursued by the Successful Resolution Applicant after approval of this Resolution Plan and the benefits accruing, if any from avoidance transaction application shall be distributed on pro-rata basis as contained in the previous part of this order. 42. The Moratorium imposed under section 14 of the Code shall cease to have effect from the date of this order. 43. The Resolution Professional is further directed to hand over all 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 and premises through the Resolution Professional to finalise the further course of action required for starting of operations of the Corporate Debtor. 44. The Resolution Professional shall submit the records collected during the commencement of the proceedings to the Insolvency & Bankruptcy Board of India for their record. 45. 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. IA No.31/2021 IN C.P. (IB)/325/ALD/2019

46. Liberty is hereby granted for moving appropriate application if required in connection with implementation of this Resolution Plan. 47. A copy of this Order shall be filed by the Resolution Professional with the Registrar of Companies 48. The Registry is directed to send copies of the order forthwith to all the parties and their Ld. Counsel for information and for taking necessary steps. 49. The registry is further directed to send the copy of the order to the IBBI also for their record. 50. Certified copy of this order may be issued, if applied for, upon compliance of all requisite formalities. 51. IA No. 31/2021 shall stand disposed of accordingly. 52. File be consigned to the record.

(ASHISH VERMA) (PRAVEEN GUPTA) MEMBER (TECHNICAL) MEMBER (JUDICIAL) Aditi Kharbanda (LRA)

IA No.31/2021 IN C.P. (IB)/325/ALD/2019