Approval of Resolution Plan - Reliance Broadcast Network Limited

Appearance: For the Applicant/RP: Sr. Adv. Mustafa Doctor a/w Adv. Nishant Sogani a/w Adv. Saurabh Bachhawat a/w Adv. Shrishti Agnihotri i/b Chandliok & Mahajan (PH) For the Respondent: Sr. Adv. Gaurav Joshi a/w Adv. Kunal Kanungo, Adv. Nishant Chothani, Adv. Tanushree Sogani and Adv. Atishay Jain (R3) (PH)

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ORDER

1. The above captioned Application was filed under Section 30(6) and Section 31, of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as the “Code”) by the Resolution Professional (hereinafter referred as the “Applicant”), seeking approval of the Resolution Plan, submitted by the Resolution Applicant - Sapphire Media Limited, which was approved by 88.97% voting shares of the members of the Committee of Creditors (hereinafter referred to as ‘COC’).

2. The facts leading to the Application are as under: a. Corporate Insolvency Resolution Process (CIRP) of the Corporate Debtor was initiated, vide an order dated 24.02.2023, under Section 7 of the Insolvency and Bankruptcy Code 2016 (hereinafter referred to as ‘the Code’) and Mr. Rohit Ramesh Mehra, was appointed as Interim Resolution Professional. The IRP, constituted the Committee of Creditors. The COC in its 1st meeting held on 24.03.2023 appointed the present Applicant as the Resolution Professional. The IRP published a public announcement as per Section 15 of the Code, inviting claims from the creditors of the Corporate Debtor.

b. The Applicant published a Public Announcement in Form A in accordance with Section 15 of the Code read with Regulation 6 of the CIRP Regulations, on 27.02.2023, inviting submission of proof of claims from the creditors of the Corporate Debtor, on or before 10.03.2023.

c. The claims received and accepted by Interim Resolution Professional are as under:

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Creditors Claims Received Claims Admitted

Secured Financial 6,14,15,16,609 5,78,34,57,563 Creditors Unsecured Financial 8,44,13,94,809 3,47,47,28,308 Creditor Operational Creditors (Employees and 27,89,099 23,14,620 Workmen dues) Operational Creditors 47,34,03,443 4,25,06,553 (Government dues) Operational Creditors 1,82,13,37,672 17,29,15,207 (Other than Employees and Workmen dues and Government dues) Other Creditors - - 16,88,04,41,632 9,47,59,22,252 Total

3. After receiving the claims, the Committee of Creditors was constituted. The constitution of COC is as under:

Sr. Name of the Financial Claim Voting Share No. Creditor admitted (In (percentage Crores) %) 150.6 26.04 1. HSBC Asset Management (India) Private Limited on behalf of HSBC Credit Risk Fund 73.8 12.77 2. HSBC Asset Management (India) Private Limited on MUMBAI BENCH-V I.A. No. 5391 of 2023 In C.P. No.310 of 2022 behalf of L&T FMP - Series XIV A 14.4 2.49 3. HSBC Asset Management (India) Private Limited on behalf of HSBC Low Duration Fund 172.2 29.79 4. IndusInd Bank Limited (“IndusInd”) 103.5 17.89 5. IDBI Trusteeship Services Limited acting as Debenture Trustee for Franklin Templeton Mutual Fund (“IDBI Trusteeship”) 6. Reliance Commercial Finance 63.8 11.03 Limited (“RCFL”) TOTAL 578.2 100%

4. The CoC decided to appoint valuers. The Resolution Professional accordingly appointed two Registered Valuers Jayesh Shah, Jayesh Mohan Kamat, Anil Pai Kakode (collectively, hereinafter referred to as “Valuer 1”) and GAA Advisory LLP (“Valuer 2”) for conducting valuation across three different asset classes, namely Land & Building, Plant & Machinery and Securities and Financial Assets to determine its fair value and liquidation value, as required under Regulation 27 of the IBBI (IRP for Corporate Persons) Regulations, 2016. The details of the Registered Valuers are as follows:

5. These Registered Valuers submitted their reports. The Liquidation and fair value is stated as under:

Fair Value:- Asset Description Valuer 1 Valuer 2 Average Land & Building INR 0.01 crore INR 0.02 crore INR 0.01 crore Plant & Machinery INR 8.5 crore INR 6.8 crore INR 7.6 crore

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Securities & INR 224.7 crore INR 235.6 crore INR 230.2 crore Financial Assets Total INR 233.2 crore INR 242.4 crore INR 237.8 crore

Liquidation Value :- Asset Description Valuer 1 Valuer 2 Average Land & Building INR 0.01 crore INR 0.01 crore INR 0.01 crore Plant & Machinery INR 7.2 crore INR 6.4 crore INR 6.8 crore Securities & INR 178.8 crore INR 186.3 crore INR 182.5 crore Financial Assets Total INR 185.9 crore INR 192.8 crore INR 189.4 crore

6. The Applicant submits that for inviting Expression of Interest (“EOI”) from Prospective Resolution Applicants as per section 25(2)(h) of the Code, Form G was published on 14.04.2023. The last date for submission of Expression of Interest (EOI) from Prospective Resolution Applicants was 14.05.2023 which was further extended to 31.05.2023.

7. The Applicant further Submits that the COC approved with minimum eligibility criteria, Request for Resolution Plan (RFRP) along with evaluation matrix and the Information Memorandum to the PRAs on 15.06.2023.

8. In 5th COC meeting on the extension requests received from PRAs and keeping in view the objective of value maximization of the Corporate Debtor through receipt of maximum resolution plans, the CoC approved extension of the last date for submission of resolution plans from 17.07.2023 to 17.08.2023. In the 6th CoC meeting dated 10.08.2023, on the further request of the PRAs the CoC extended the MUMBAI BENCH-V I.A. No. 5391 of 2023 In C.P. No.310 of 2022 last date of submission of the resolution plans from 17.08.2023 to 01.09.2023.

9. On 8 September 2023, 6 (six) Resolution Plans were received for the Corporate Debtor from the following PRAs (“Resolution Applicants”/ “RAs”)):

(a) Cosmea Financial Holdings Private Limited (“Cosmea”); (b) Entertainment Network (India) Limited (“ENIL”); (c) Sapphire Media Limited/ Successful Resolution Applicant; (d) Abhijit Realtors and Infraventures Private Limited (“Abhijit Realtors”); (e) Creative Channel Advertising and Marketing Private Limited (“Creative”); and (f) Authum Investment & Infrastructure Ltd (“Authum”).

10. The COC, in its 14th meeting held on 11.11.2023, approved Resolution Plan submitted by Sapphire Media Limited with a voting share of 88.97%. Thereafter, the Applicant has issued compliance certificate in Form “H”.

11. The Salient Features of the Resolution Plan are as under:

A. Brief Background of the Corporate debtor i. Reliance broadcast Network Limited (hereinafter “RBNL” / “Corporate Debtor”), is a company incorporated under the Companies Act, 1965 on 27 December 2005, having its registered office at Unit No. 503, 5th Floor, ARC Plaza Industrial Estate, 48 Oshiwara Village, Jogeshwari (West), Mumbai, 400102, India.

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Name Reliance Broadcast Network Limited

ROC Code ROC- Mumbai

CIN U64200MH2005PLC158355

Date of Incorporation 27 December 2005

Class of Company Public

Whether listed or not Unlisted

Industry Entertainment

Authorized Capital INR 15,00,00,00,000

Paid-up Capital INR 6,39,72,55,850

Activities Unit No. 503, 5th Floor, ARC Plaza Industrial Estate, 48 Oshiwara Village, Jogeshwari (West), Mumbai, 400102, India.

ii. The Corporate Insolvency Resolution Process (“CIRP”) of Reliance broadcast Network Limited has been initiated as per the provisions of the Insolvency and Bankruptcy Code (“IBC”) under Section 7. The application was moved before the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) and was admitted vide its order dated 24.02.2023 (“CIRP Order”). Pursuant to such order, Mr. Rohit Mehra, (having IP Registration no. IBBI/IPA-002/IP-P00799/2017-18/11374),

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Insolvency Professional, was appointed as the Interim Resolution Professional (IRP).

B. Background of the Resolution Applicant i. SAPPHIRE MEDIA LIMITED, the Resolution Applicant, was incorporated on October 21st, 2022, having its registered office at Mangla Estates 4th Km Stone Opposite Vrindavan gardens Kurukshetra Road, Kaithal Haryana-136027 incorporated under the provisions of the Companies Act, 1956. The corporate identification number of the Resolution Applicant is U74999HR2022PLC107331.

Name Sapphire Media Limited

ROC Code ROC- Delhi

CIN U74999HR2022PLC107331

Date of 21 December 2022 Incorporation

Class of Company Public

Whether listed or not Unlisted

Industry Advertisement, Media, News Paper and News Channel

Authorized Capital INR 25,00,00,000

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Paid-up Capital INR 21,00,99,900

Address and Mangla Estate, 4th KM Stone, Opposite Activities Vrindavan Gardens, Kurukshetra Road, Kaithal, Haryana-136027 ii. The Resolution Applicant is eligible to act as a Resolution Applicant of the Corporate Debtor and is not ineligible under section 29A of Insolvency and Bankruptcy Code and also satisfies the eligibility criterion as mentioned in clause (h) of sub-section (2) of section 25 of the Code.

12. Summary of Payments under the Resolution Plan

Category Admitted Amount Percentage Amount Proposed

Secured Financial 578.35 255 44.09 Creditors Unsecured Financial 347.47 Nil 0 Creditors Operational Creditors 21.77 6 27.5 a) Towards upfront 0.23 0.23 100 payment of Workmen & Employees b) Towards upfront 4.25 4.25 100 payment of Operational Creditors – MIB and AIR Resources Prashar Bharati c) Towards upfront 17.29 1.52 payment of MUMBAI BENCH-V I.A. No. 5391 of 2023 In C.P. No.310 of 2022 remaining Operational Creditors Total payout to creditors 947.59 261 27.54

13. Sources of Funds

S.NO SOURCE OF FUNDS Amount (Rs.) 1. As Equity Contribution 100.00 (200000000 shares @ Rs. 5 each ) in the first year 2. As unsecured loan @10%annual 151.00 interest in the first year from Resolution Applicant 3. Existing Bank Balances used for 15.00 capex

The RA represents that the funds are backed by ICD (Inter Corporate Deposits) of Rs. 80.00 Crores by private limited companies. The RA further represents that the funds are backed by a comfort letter/ term sheet of Rs 200 crores issued by various bankers and NBFC, which is attached hereto as Annexure 4 (Colly). The Resolution Applicant hereby represents and warrants that the funds required for the implementation of the Resolution Plan have been arranged and are backed by a separate comfort letters of Rs. 130.00 Crores issued by Director and Shareholders of Resolution Applicant Mr. Sahil Mangla, Mr. Madan Lal Mangla and Ms. Usha Mangla along with their CA certified Net Worth Certificates, which are attached hereto as Annexure 4 (Colly), and that such funds shall be disbursed in terms of the Payment Schedule to ensure the successful implementation of the Resolution Plan.

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14. Payments proposals of the various stakeholders under the Resolution Plan:

A. CIRP Costs i. The Corporate Debtor is having operating revenue from business and CIRP cost shall be paid out of internal cash accruals and bank balances of Corporate Debtor. In case the internal cash accruals and bank balances are insufficient, the Resolution Applicant agrees to fund the outstanding CIRP costs, if any as on the Approval Date, which shall be infused by the Resolution Applicant in the Designated Bank Account on or before the Transfer Date on an actual basis over and above the Upfront Cash Payment. ii. It is clarified that the CIRP Costs shall be paid in full and in priority to the payment of other debts of the Corporate Debtor as per the provisions of Section 30(2)(a).

B. Payment to Financial Creditors i. As per the Information Memorandum, the claims of the Financial Creditors against the Corporate Debtor verified / admitted by the Resolution Professional as on the Insolvency Commencement Date (“Financial Creditor Claims”) are set out below:- Figures in INR cr. Sr. Category of Amount Amount Amount No. Financial Creditors Claimed Admitted not Admitted 1 Financial Creditors- 614.15 578.35 35.80 Secured

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2 Financial Creditors- 844.14 347.47 496.67 Unsecured 3 Total Financial 1458.29 925.82 532.47 Creditors

Financial Creditors (Secured)

Sr. Name of Creditor Amount Amt of Claim % Voting No Claimed Share Admitted in CoC 1 HSBC Asset 1 ,50,59,27,288 1 ,50,59,27,288 26.04% Management (India) Private Limited on behalf of HSBC Credit Risk Fund 2 HSBC Asset 7 3,83,04,723 7 3,83,04,723 12.77% Management (India) Private Limited on behalf of L&T FMP - Series XIV A 3 HSBC Asset 1 4,41,30,219 1 4,41,30,219 2.49% Management (India) Private Limited on behalf of HSBC Low Duration Fund 4 IndusInd Bank 1 ,72,27,39,356 1 ,72,27,39,356 29.79% Limited

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5 IDBI Trusteeship 1 ,03,45,28,414 1 ,03,45,28,414 17.89% Services Limited acting as Debenture Trustee for Franklin Templeton Mutual Fund 6 Reliance 8 0,12,91,568 6 3,78,27,563 11.03% Commercial Finance Limited 7 Yes Bank Limited 1 9,45,95,041 -- 0.00% 6 ,14,15,16,609 5 ,78,34,57,563 100.00%

Financial Creditors (Unsecured)

Sr. Name of Creditor Amount Claimed Amt of Claim % Voting No Share Admitted in CoC 1 Reliance Capital 7,79,78,30,156 3,47,47,28,308 - Limited 2 Azalia Distribution 27,63,13,980 - - Private Limited 3 Adhar Project 7,88,27,371 - - Management & Consultancy Private Limited 4 Gamesa Investment 2,91,31,685 - - Management Private Limited

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5 Arion Movie 12,20,10,862 - - Production Private Limited

6 Wallace Movies & 13,72,80,755 - - Entertainment Private Limited 8,44,13,94,809 3,47,47,28,308

C. Payment to Operational Creditors i. As per the list of claims as uploaded in the VDR of the Operational Creditors against the Corporate Debtor verified/ admitted/ under-verification by the Resolution Professional as on the Insolvency Commencement Date (“Operational Creditor Claims”) are set out below:-:- Figures in INR cr. Sr. No. Category of Amt. Amt. Amt not Operational Claimed Admitted Admitted Creditors 1 Operational 182.13 17.29 8.49 Creditors-other than workmen and employees and Government Dues 2 Operational 0.28 0.23 0.05 Creditors-workmen and employees

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3 Operational 47.34 4.25 30.66 Creditors – Government Dues (MIB & AIR Resources Prasar Bharati) Total 229.75 21.77 39.20 Operational Creditors

Detail of Operational Creditors other than Workmen

Sr. Name of Creditor Amount Amt of Claim % Voting No Claimed Admitted Share in CoC 1 DNP Tech Services 1 1,89,590 7 ,18,450 - 2 Kfin Technologies 1 ,49,090 1 ,49,090 - Limited 3 Technomedia 1 7,16,274 1 5,97,912 - Solution Private Limited 4 Innovent Space 1 ,35,22,311 1 ,12,07,000 - Private Limited 5 The Indian 1 ,41,55,64,727 1 - Performing Right Society Limited 6 LeazeOn Private 2 ,60,780 2 ,55,780 - Limited 7 Holidayz 2 2,79,031 1 4,18,998 - 8 powernest 9 5,360 5 4,560 -solutions 9 TAM MEDIA 1 8,53,677 1 8,30,288 - RESEARCH PRIVATE LIMITED

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10 Yashraj Films pvt 1 ,88,450 1 ,85,982 - Ltd 11 Sai Johan 8 8,500 8 1,821 -enterprises 12 Nidhishree 5 ,00,933 3 ,35,154 -technology services 13 SAMAIRCON 2 ,09,214 1 ,62,376 - 14 Videocon 1 8,47,484 1 7,25,970 - Industries Limited 15 Silicon Rental 1 ,45,00,000 1,35,40,000 - Solutions Limited 16 ABHAY SAHARE 6 0,000 6 0,000 - 17 Hirezone Systems 3 0,386 2 9,983 - Private Limited 18 Phonographic 1 ,50,23,445 1,46,05,159 - Performance Limited 19 BOOKNOW 7 2,414 3 9,766 - DIGITAL PRIVATE LIMITED 20 Greysell Marketing 6 ,78,500 6,21,000 - Promotions Pvt Ltd 21 Equilibrio Advisory 2 ,12,400 1 ,88,614 - LLP 22 Broadcast 1 3,09,99,855 10,76,21,058 - Engineering Consultants India Limited 23 Sony Music 2 6,86,173 24,83,011 - Entertainment India Private Limited 24 CHIRAG SARVAIYA 4 ,24,800 3 ,59,871 - & CO 25 TMT Law Practice 1 7,500 1 5,750 - 26 Soundkraft 7 ,79,461 5,73,845 -

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27 MRN Digital 32,69,585 15,03,304 - Services Private Limited 28 Elite Enterprises & 8 2,600 8 1,200 - Events 29 Uptrendic events 2 ,77,338 2 ,72,637 - 30 Event Managers 6 ,37,700 6 ,37,700 - 31 Client Linx 3 9,34,955 33,19,200 - Software Private Limited 32 Outcry 1 ,17,000 1 ,17,000 - Entertainment 33 Associated 75,41,830 - - Warehousing 34 Associated 82,69,109 2,94,551 - Assemblies & Repackers 35 Market Info INC. 7,200 7,200 - 36 Tips Industries 4,42,50,000 81,910 - Limited 37 Mad Over 2,95,000 2,90,000 - Marketing 38 Accutech Power 3,26,176 3,26,176 - Solutions Private Limited 39 Deb Enterprises 59,000 58,000 - 40 Amulya Chandra 10,266 6,055 - 41 Cool Air System 28,320 25,354 - 42 SS Net Com Pvt Ltd 12,390 12,390 - 43 MP Engineers 14,702 14,577 - 44 Deccan Sales and 18,450 18,137 - Services Private Limited 45 URSS Techservices 13,939 2,062 - Private Limited 46 Sheen telecom 7,080 4,226 - 47 Guru Nanak 1,418 1,418 - Engineers

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48 Scube 4,039 4,039 -airconditioning Pvt Ltd 49 Plumsoft 2,950 2,700 - 50 Celest technologies 25,960 20,963 - LLP 51 Keya Sales 7,504 7,504 - 52 Reliance 15,15,138 9,43,425 - Entertainment studios Pvt Ltd 53 Trinity Mahalasa 24,777 - - Durga Sales & Services 54 Stereo Adventures 1,05,138 1,03,356 - 55 Sunrise Sales and 13,450 13,450 - Servisces 56 Servoll Solution 7,63,638 7,33,556 - 57 Nexgen ISP 7,965 - - 58 Shubh Enterprises 5,310 3,224 - 59 AS Syetem 5,46,991 5,20,365 - 60 Guru Nanak 1,10,920 1,09,040 - Electro Controls 61 RSC Generators 10,298 10,298 - 62 BSIX Engineering 31,860 19,016 - Pvt Ltd 63 Weartech 76,800 76,800 - Engineers Pvt Ltd 64 Digitcom India 1,61,774 1,59,050 - Technologies 65 AS Global Aircon 95,580 81,656 - Solution 66 S M Gensets 45,809 - - Spares and Solutions 67 Indeft Technologies 1,27,178 1,27,178 - Solution Pvt Ltd 68 Satellite Cable TV 11,328 11,328 - Services

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69 JS Genset Power 28,550 - - Solution 70 Eaton Power 3,39,753 2,40,996 - Quality Pvt Ltd 71 Inure Interiors 22,000 11,000 - 72 Quest Offices 4,98,337 4,27,784 - Private Limited 73 Prototact Digital 10,620 10,620 - Network 74 Raghav Outdoor & 59,000 58,000 - Events 75 Delhi Metro Rail 13,99,68,828 1 - Corporation Ltd 76 Zee Media 3,54,602 3,35,000 - Corporation Limited 77 Balaji Generator 4,084 4,084 - 78 Torrent Power 32,570 32,570 - Limited 79 Leonard Corporate 2,86,740 - - Solution Private Limited 80 Konasth Travels 6,37,633 6,37,633 - Private Limited 81 FTC Talent Media 12,76,136 12,76,136 & Entertainment Private Limited

1,82,13,37,672 17,29,15,207 -

Operational Creditors -Employees Sr. Name of Amount Amt of Claim % Voting No Authorized Claimed Admitted Share representative in CoC 1 Nilpesh Mahendra 27,89,099 23,14,620 - Shah 27,89,099 23,14,620 -

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Operational Creditors -Government Dues

Sr. Name of Amount Amt of % Voting No Creditor Claimed Claim Share Admitted in CoC 1 Ministry of 20,68,92,270 1,52,97,352 - Information and Broadcasting 2 AIR Resources, 13,01,04,077 2,72,09,200 - Prasar Bharati 3 Department of 1,16,41,512 - - Tax & Trade/ Delhi GST 4 The Assistant 12,43,28,506 - - Commissioner Division III, CGST 5. Shri K.N. Zala 4,37,078 - State Tax Officer, State Tax Department, Govt of Gujarat 47,34,03,443 4,25,06,553

15. Contingent Claims The Resolution Applicant acknowledges that as per the Information Memorandum and List of Creditors as on 15th June 2023, the certain claims are categorised as Contingent Liabilities against the Corporate Debtor, by the Resolution Professional. However, for the purpose of this Resolution Plan, the Applicant has considered the Contingent Liabilities, including those pertaining to Operational creditors, as reflected in the list of claims uploaded in the Virtual Data Room (VDR), and may not reflect the full liability towards Contingent Liabilities.

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Figures in INR cr. Sr. Name of Operational Amount Amount of No. Creditor Claimed Contingent Claims 1 The Indian 141.55 141.55 Performing Right Society Limited 2 Associate Assemblies 82.69 79.75 and Repackers 3 The Delhi Metro Rail 14.00 14.00 Corporation Ltd 4 The Assistant 12.43 12.43 Commissioner CGST Division III, GST Total 250.67 247.73

16. Implementation Schedule:

S. Activity Indicative Responsibility No Timeline Part I- Approval Process of Resolution Plan Approval of Plan by CoC and issuance CoC / Resolution A 1. of Letter of Intent Professional Unconditional acceptance of Letter of A + 2 Resolution Intent Working Applicant 2. Days Submission of Performance Bank A + 3 Resolution Guarantee Working Applicant 3. days Application to NCLT for approval of Resolution B 4. Resolution Plan Professional

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S. Activity Indicative Responsibility No Timeline Approval by NCLT of Resolution Plan Resolution C 5. and receipt of order. Professional Notice on the Corporate Debtor’s Corporate Debtor / website Resolution 6. Applicant Within C + Intimation to all creditors (including Corporate Debtor / 10 Working the Governmental Authorities), Resolution Days existing shareholders, and other Applicant/ 7. stakeholders about the approval of Monitoring Resolution Plan by the Adjudicating Professional Authority. Part II- Implementation of Plan Receipt of consent letters by Resolution Professional or Monitoring Resolution Committee, as applicable, from the Applicant/ nominees of the Resolution Applicant C Resolution 1. and Financial Creditors to be Professional/ appointed on Monitoring Committee Financial Creditors and immediate constitution of Monitoring Agency. Constitution of the Monitoring C Members of Committee until the Transfer Date Monitoring 2. Committee

Appointment of Monitoring C Members of Professional Monitoring 3. Committee

Application to MIB for approval of Resolution C+7 4. change of shareholding and board of Applicant/

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S. Activity Indicative Responsibility No Timeline the Corporate Debtor as per the Monitoring Resolution Plan Committee Receipt of approval from MIB D 5. Infusion of Upfront Cash Payment and CIRP Cost unpaid as on the Approval D+30 Resolution Date (if any), in the Designated Bank (Transfer 6. Applicant Account by the Resolution Applicant Date) as per the Annexure-1 Distribution of CIRP Costs in priority Monitoring Transfer to any other payment under the Plan Committee / 7. Date Corporate Debtor Distribution of the Upfront Cash Monitoring Payment amongst the creditors in Transfer Committee / 8. accordance with the Resolution Plan Date Corporate Debtor (Schedule -2) Issue and allotment of Equity Shares Transfer Monitoring 9. to the Resolution Applicant Date Committee Reconstitution of the Board of Monitoring Directors of the Corporate Debtor with Committee Transfer the new directors on the Board of 10. Date Directors as given by Resolution Applicant in the Resolution Plan. Passing of necessary entries giving Corporate Debtor Transfer effect to the terms of Resolution Plan 11. Date (including extinguishment of liability)

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17. Performance Security In accordance with Regulation 36B (4A) of the CIRP Regulations, the Resolution Applicant, in case its Resolution Plan is approved under sub-section (4) of section 30 of the Code, shall provide performance security. The amount of performance security as envisaged under the RFRP will be Rs. 25.00 Crores, in favour of the IndusInd Bank Limited, which is acting on behalf of all the members of Committee of Creditors. The Performance Security shall be valid till the term of the Resolution Plan however the said amount of Performance Security will be paid by the Resolution Applicant after the approval of the plan by the Committee of Creditors.

18. Earnest Money Deposit

The Resolution Applicant has submitted Bid Bond of Rs. 3.00 Crores in the shape of Bank Guarantee Number 169BG01232370001 of Yes Bank Limited in favour of IndusInd Bank of Corporate Debtor along with Resolution Plan as a pre-requisite condition for submission of Resolution Plan

19. Structuring the Shareholding The Promoter Shareholders as on the Transfer Date shall cease to be the owner, shareholder, promoter of the Corporate Debtor and their entire shareholding shall be extinguished, and simultaneously fresh equity shares shall be issued to the Resolution Applicant. It is further stated that the Resolution Applicant will be at liberty to use any implementation structure including but not limited to conversion of debt of financial creditors to equity and then reduction of equity to Nil as per applicable law. Provided that the same shall not impact the timelines and amounts to be paid to the stakeholders as per this Resolution Plan.

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20. Monitoring Committee During the period commencing from the date of approval of the Resolution Plan by the Adjudicating Authority up to the Transfer Date, the day-to-day operation and management of the business and operations of the Corporate Debtor shall be carried out by the Monitoring Committee who shall be vested with the powers of the Board of Directors. The Monitoring Committee shall be constituted comprising of the 2 members of Resolution Applicant and 2 representatives of Financial Creditor and Mr. Rohit Mehra, current Resolution Professional (collectively referred to as “Monitoring Committee”).

21. Avoidance Transactions In case the there are any non-monetary benefits from the Avoidance Transactions Applications then the same shall accrue to the Corporate Debtor and in that case the Corporate Debtor/Resolution Applicant shall pursue the Avoidance Transaction Litigation and bear all the costs as may be incurred in relation thereto.

In the event the benefits from the Avoidance Transaction Applications are only in the nature of monetary benefits, then the costs and expenses for pursuing such Avoidance Transaction Applications will be borne by the Secured Financial Creditor without any liability on the Corporate Debtor or the Resolution Applicant.

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

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23. Observations and Findings:

i. As per IBC Code 30(2)(a) – A Resolution Plan provides for the payment of insolvency resolution process costs in a manner specified by the Board in priority to the payment of other debts of the corporate debtor. ii. As per Section 30(2)(b), the Respondent has agreed to pay Operational Creditors an amount which shall not be less than liquidation value or the amount that would have been paid to such creditors if the amount to be distributed under the Resolution Plan is distributed in accordance with priority under Section 53(1), whichever is higher. iii. The Resolution Applicant has also agreed that dissenting financial creditors shall be paid not less than the value they would have been paid in the event of liquidation of the Corporate Debtor. iv. The plan provides for the management of the affairs of the Corporate Debtor after approval of the Resolution Plan. Section 30(2)(d). v. The Resolution Plan does not contravene any of the provisions of the law for the time being in force - Resolution Plan provides for the implementation and supervision of the resolution plan as per Section 30(2) (e) vi. The Resolution Applicant has given a declaration that the Resolution Plan does not contravene any provisions of the law for the time being in force as per Section 30(2)(f). vii. The resolution applicant or any of its related parties has not 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. viii. The Resolution Plan is in compliance of the Regulation 38 of the Regulations in terms of Section 30(2)(f) as under:

MUMBAI BENCH-V I.A. No. 5391 of 2023 In C.P. No.310 of 2022 a. The amount due to the operational creditors under a resolution plan shall be given priority in payment over financial creditors. Regulation 38(1). b. The Resolution Plan has all the adequate means of supervising of the implementation of the Plan as required under Regulation 38(2) (c), of the IBBI, Insolvency resolution process for corporate persons, Regulation 2016. c. Provides for the payment of CIRP Costs in priority to the repayment of any other debts of the Company (Regulation 38(1)(a)). d. Provides for the manner of implementation and supervision of the Resolution Plan and adequate means for implementation and supervision of the Resolution Plan. e. The Resolution Applicant confirms that to the best of the knowledge of the Resolution Applicant, the Resolution Plan is not in contravention of the provisions of Applicable Law and is in compliance with the Code and the CIRP Regulations. f. The Resolution Applicant confirms that the Resolution Applicant and its connected persons are not disqualified from submitting a resolution plan under Section 29A of the Code and other provisions of the Code and any other Applicable Law. g. The plan provides for the management and control of the business of the Corporate Debtor during its term. h. All the above factors demonstrate that the plan address as the cause of default and the Resolution Applicant has the capacity to implement the Resolution Plan. i. That the Resolution Applicant or any of its related parties has never 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. This is in compliance of Regulation 38(1)(b) of the Regulations.

MUMBAI BENCH-V I.A. No. 5391 of 2023 In C.P. No.310 of 2022 j. The interests of all stakeholders (including Financial Creditors, Operational Creditors and other creditors, guarantors, members, employees and other stakeholders of the Company, keeping in view the objectives of the Code (Regulation 38(1A)).

24. The Resolution Plan has been approved in the 14th COC meeting held on 11.11.2023 with 88.97% voting in accordance with the provisions of the Code.

25. In K. Sashidhar v. Indian Overseas Bank & Others: 2019 SCC Online SC 257 (2019) 12 SCC 150) the Hon’ble Apex Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan as approved by CoC meets the requirements specified in Section 30(2). The Hon’ble Court observed that the role of the NCLT is ‘no more and no less’. The Hon’ble Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is limited to scrutiny of the Resolution Plan “as approved” by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements.

26. In India Resurgence Arc Private Limited vs. Amit Metaliks Limited and Ors. (2021) the Hon’ble Apex Court held that the process of consideration and approval of resolution plan is essentially within the commercial wisdom of Committee of Creditors (CoC).The scope of judicial review remains limited under Section 30(2) of the Insolvency and Bankruptcy Code (IBC), 2016 by which the court would examine

MUMBAI BENCH-V I.A. No. 5391 of 2023 In C.P. No.310 of 2022 that the resolution plan does not contravene any statutory provisions and it conforms to such other requirements as may be specified by the Board. The court held that the process of judicial review cannot be stretched if all the above-mentioned requirements have been duly complied with and that dissenting financial creditor, expressing dissent over the value of security interest held by it, cannot seek to challenge an approved Resolution Plan. Lastly, it was held that Section 30 of the IBC, 2016 only amplified the considerations for the CoC while exercising its commercial wisdom so as to take an informed decision in regard to the viability and feasibility of resolution plan, with fairness of distribution amongst similarly situated creditors; and that the business decision taken in exercise of the commercial wisdom of CoC does not call for interference unless creditors belonging to a class being similarly situated are denied fair and equitable treatment.

27. The Hon’ble Apex Court at para 42 in Committee of Creditors of Essar Steel India Limited Vs. Satish Kumar Gupta & Ors.: (2019) SCC Online, has clearly laid down that the Adjudicating Authority would not have power to modify the Resolution Plan which the CoC in their commercial wisdom have approved.

“Para 42- Thus, it is clear that the limited judicial review available, which can in no circumstance trespass upon a business decision of the majority of the Committee of Creditors, has to be within the four corners of section 30(2) of the Code, insofar as the Adjudicating Authority is concerned, and section 32 read with section 61(3) of the Code, insofar as the Appellate Tribunal is concerned, the parameters of such review having been clearly laid down in K. Sashidhar (supra).”

28. In view of the above cited case law, the legislature has given paramount importance to the commercial wisdom of committee of creditors (CoC)

MUMBAI BENCH-V I.A. No. 5391 of 2023 In C.P. No.310 of 2022 and the scope of judicial review by the Adjudicating Authority (AA) is limited to the extent of scrutiny provided under section 31 of Code and the direction of the Appellate Authority is limited to the extent provided under sub-section (3) of section 61 ofthe Code.

29. In view of the discussions, this Bench is of the considered view that the instant Resolution Plan meets the requirements of Section 30(2) of the Code and Regulations 37, 38, 38(1A) and 39(4) of the Regulations. The Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law. The Resolution Plan is feasible and viable. The Resolution Plan balances the interest of all the stakeholders and thus it deserves to be approved.

ORDER a) The Interlocutory Application No. 5391 of 2023 is allowed. The Resolution Plan submitted by Sapphire Media Limited, is hereby approved. It shall become effective from this date and shall form part of this order. It shall be binding on the Corporate Debtor, its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of payment of dues arising under any law for the time being in force is due.

b) The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the Registrar of Companies (RoC), concerned for information and record. The Resolution Applicant, for effective implementation of the Plan, shall obtain all necessary approvals, under any law for the time being in force, within such period as may be prescribed.

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

MUMBAI BENCH-V I.A. No. 5391 of 2023 In C.P. No.310 of 2022 d) The Monitoring Committee shall supervise the implementation of the Resolution Plan and shall file status of its implementation before this Authority from time to time, preferably every quarter.

e) The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI along with copy of this Order for information.

f) The Applicant shall forthwith send a copy of this Order to the CoC and the Resolution Applicant for necessary compliance.

g) The Resolution Professional shall submit the records collected during the commencement of the proceedings to the Insolvency & Bankruptcy Board of India for their record.

h) 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.

i) 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.

j) The Interlocutory Application No. 5391 of 2023 is accordingly allowed.

SD/- SD/- Madhu Sinha Reeta Kohli Member (Technical) Member (Judicial) /Abhay/