Approval of Resolution Plan - Shankeshwar Properties Private Limited

BRIEF FACTS OF OBJECTION APPLICATION: 2. The Applicant is a related party of the Corporate Debtor, the Applicant had no right of representation, participation or voting

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 in the meeting of the COC of the Corporate Debtor. However, when the authorized representative & designated partner of the Applicant also being the suspended director of the Corporate Debtor, received and perused the resolution plan submitted by Respondent No. 2 and as approved by Respondent No. 2 as the only member with voting rights on the COC of the Corporate Debtor, the following glaring illegalities and contraventions to the IBC and regulations made thereunder came to the notice of the Applicant: i. The resolution plan is conditional on there being no Material Adverse Effect (as defined in the resolution plan) between the date of approval of resolution plan by the COC (in its 6th COC meeting in the facts of this case) up to the Effective Date (i.e. date of approval of the resolution plan by this Hon'ble Tribunal). ii. The resolution plan is also conditional on there being no Force Majeure Event occurring until the Closing Date (Le. 60 days from the date on which this Hon'ble Tribunal approves the application for approval of resolution plan). iii.

The Force Majeure Events and Material Adverse Effect are wide definitions under the resolution plan which are wholly inapplicable to a resolution plan approved by the COC owning to the nature of the Code as held by the Hon'ble Supreme Court in the case of Ebix Singapore Pvt. Ltd. Vs. CoC of Educomp [(2022) 2 SCC 401). iv. As held by the Hon'ble Supreme Court in Ebix Singapore (supra), Regulation 38(3) of the IBBI (Corporate Insolvency Resolution Process) Regulations, 2016 mandates that a resolution plan be feasible, viable and implementable with specific timelines. A resolution plan whose implementation can be withdrawn at the behest of the successful resolution applicant, is inherently unviable, since open-ended clauses on modifications/withdrawal would mean that the plan could fail at an undefined stage, be uncertain, including after approval by the Adjudicating Authority. v. Under the resolution plan, the monies received pursuant to the avoidance applications shall vest directly in the NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 resolution applicant.

The same is ex facie contrary to the law laid down by the Hon'ble Delhi High Court in the case of Tata Steel BSL Ltd. Vs. Venus Recruiters [LPA 37/2021 dated 13th January 2023], wherein the Hon'ble Court has held that the benefit of avoidance applications ought to be given to all creditors. vi. Furthermore, Respondent No. 2 has proposed nil payment to the Applicant on the sole ground that it is a related party. FINDINGS 1. This Bench takes note that the Resolution Plan itself clarifies that the Resolution Applicant is not seeking or reserving any unilateral right to walk away, modify, renegotiate, or abandon the Resolution Plan, without the necessary approval of CoC and the Adjudicating Authority. An approval of the Resolution Plan under section 31 of the IBC would make such approval binding on Stakeholders including the Resolution Applicant, on such terms as the approval is granted.

2. It is clarified in the Resolution Plan that upon successful implementation of Resolution plan and discharge of the Resolution Professional any application filed by the Resolution Professional under section 43 to 51 & 66 of the Code shall be pursued by the Resolution Applicant (who is also the Financial Creditor) directly and all cost and benefits to this account shall accrue to Resolution Applicant/Financial Creditor.

3. The Hon’ble Apex Court in the case of M. K. Rajagopalan v. Dr. Periasamy Palani Gounder & Anr has held that there can be differential treatment of related party creditor, if CoC so decides in its commercial wisdom. Hence, the Petitioner claim of this account is devoid of merits.

4. It is also clarified that the Resolution Plan submitted by the Resolution Applicant is compliant with the code.

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 IA 4544 OF 2023

1. This Application has been filed on 01.10.2023 by the Resolution Professional under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as the ‘the Code’) on behalf of the Committee of Creditors seeking approval of the Resolution Plan submitted by the Successful Resolution Applicant and approved by 100% of the voting share of the members of the Committee of Creditors (hereinafter referred to as ‘CoC’) of the Corporate Debtor viz. Shankeshwar Properties Private Limited [CIN: U75123MH2005PTC158221] (hereinafter referred to as ‘Corporate Debtor’). 2. The brief facts of the Application are as follows: 2.1 Corporate Insolvency Resolution Process (CIRP) of the Corporate Debtor was initiated vide an order dated 03.02.2023 of this Court in C.P.(IB)-1140(MB)/2020 on an application filed by Rupa Infotech and Infrastructure Private Limited (Financial Creditor) under Section 7 of the Insolvency and Bankruptcy Code 2016. Mr. S. Gopalakrishnan (Reg. No.: IBBI/IPA-002/IP- N00151/2017-18/10398 was appointed as Interim Resolution Professional (IRP), who was confirmed as Resolution Professional (RP) in the First CoC meeting held on 10.03.2023.

The Applicant made a public announcement in the newspapers in Form-A on 10.02.2023 inviting claims from the creditors, workers/employees of the Corporate Debtor and from NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 government bodies. IRP constituted the Committee of Creditors (CoC) based on the claims received by him and the first meeting of the CoC held on 10.03.2023. 2.2 Form G was published on 05.05.2023 for inviting Expression of Interest and the last date for submission of the resolution plan was 04.06.2023 which was later extended to 22.07.2023 on revision of the Request for Resolution Plans (‘’RFRP’’). Only one Prospective Resolution Applicant i.e., Rupa Infotech and Infrastructure Private Limited, which submitted the Resolution plan on 19.07.2023. 2.3 The Resolution Plan submitted by the Resolution Applicant viz. Rupa Infotech and Infrastructure Private Limited was approved by the CoC in the 6th meeting held on 10.08.2023 through e-voting by 100% of the CoC member voting in favor of the Resolution Plan. The resolution is reproduced below - “Resolved that, pursuant to sub-section (4) and sub-section (6) of Section 30 of the Insolvency and Bankruptcy Code,2016, read with Regulation 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons), Regulations 2016 and other applicable provisions of Insolvency and Bankruptcy Code, 2016 and rules and regulations made thereunder, the approval of the Committee of Creditors of NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 Shankheshwar Properties Private Limited be and is hereby accorded for the Resolution Plan submitted by Rupa Infotech and Infrastructure Private Limited on July 24th, 2023 after considering its feasibility and viability, the manner of distribution proposed by the said Resolution Plan, for the Insolvency resolution of Shankheshwar Properties Private Limited.” 2.4 The RP issued Letter of Intent on 16.08.2023 in favor of the Resolution Applicant and also sought for Performance Security of Rs. 1,00,000/- (Rupees One Lakh Only).

Further, the RP vide its letter dated 16.08.2023, inter alia has informed the Successful Resolution Applicant that the amount of Performance Security for an amount of Rs. 1,00,000/- (Rupees One Lakh Only) to be continued to be held as in the nature of Performance Bank Guarantee. Therefore, RP states that the Resolution Plan approved by the CoC is in compliance with the requirements of Section 30(2) of the Code. In compliance of Section 30(2) of IBC, 2016, the Resolution Professional has examined the Resolution plan of the Successful Resolution Applicant and confirms that this Resolution Plan:

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 a. Provides for payment of Insolvency Resolution Process cost in a manner specified by the Board in the priority to the payment of other debts of the corporate debtor; b. Provides for management of the affairs of the Corporate Debtor after approval of Resolution Plan; c. The implementation and supervision of Resolution Plan; d. Does not prima facie contravene any of the provisions of the law for time being in force, e. Conforms to such other requirements as may be specified by the Board. f. As per the Affidavit received and the further documents submitted, the Resolution applicants are not covered under 29A. In compliance of Regulation 38 of CIRP Regulations, the Resolution Professional confirms that the Resolution plan provides that: i. The amount due to the Operational Creditors under resolution plan shall be given priority in payment over Financial Creditors. ii. It has dealt with the interest of all Stakeholders including Financial Creditors and Operational Creditors of the CD. iii. A statement that neither the Resolution Applicants nor any related parties have failed to implement nor have

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 contributed to the failure of implementation of any other Resolution Plan approved by the AA in the past. iv. The terms of the plan and its implementation schedule. v. The management and control of the business of the CD during its term. vi. Adequate means of Supervising its implementation. vii. The Resolution Plan Demonstrates that it addresses a. The cause of the Default b. It is feasible and viable c. Provision for effective implementation d. Provisions for approvals required and the time lines for the same. e. Capability to Implement the Resolution Plan 2.5 The Resolution Applicant viz. Rupa Infotech and Infrastructure Private Limited is a company engaged in the business of carry out business of buying, selling, owning, trading, building, developing, constructing and related activities thereof and to develop purchase sell, lease or otherwise deal in computers software, including programmes, application systems, data collections and other facilities relating to computer operations, having office at 401, Rupa Plaza, Jawahar Road, Ghatkopar (E), Mumbai-400077, Maharashtra, India. The Resolution Applicant confirmed that NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 it is eligible to submit Resolution Plan as per Section 29A of Insolvency and Bankruptcy Code. 2.6 The Resolution Applicant has confirmed that - i. its connected persons are not convicted for any offence during the preceding five years and no criminal proceedings are pending against any person. ii. not disqualified under Companies Act, 2013 to act as a Director. iii. not identified as a willful defaulter by any bank of financial institution or consortium thereof in accordance with the guidelines of the Reserve Bank of India. iv. not debarred from accessing to, or trading in securities markets under any order or directions of the Securities and Exchange Board of India. 2.7 As per the RP the Fair Value and Liquidation Value determined by the registered Valuer are as follows: Fair Value Rs. 07,82,389/- Liquidation Value Rs. 94,330/- 3. Resolution Plan for the Corporate Debtor (the key features of the Resolution Plan submitted by Rupa Infotech and Infrastructure Private Limited is summarized below):

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 3.1 The value of the said Resolution Plan is Rs. 16,50,000/- which includes the payments towards the CIRP cost and payment to the Unsecured Financial Creditors and the summary of payment is enumerated below: Sr. Particulars Amount Remarks No. 1. Insolvency Resolution Rs. 15,00,000 As per the Process Cost Resolution Plan, the CIRP Cost shall not exceed the given amount. 2. Unsecured Financial Creditor Rs. 1,50,000 The said amount is 0.24% of the admitted claims of Unsecured Financial Creditor. 3. Operational Creditors: 00 The said liability Statutory Dues/Government stands dues extinguished after the approval of the Resolution Plan. 4. Employees and Workmen 00 The said liability stands extinguished after the approval of the Resolution Plan 5. Unsecured Financial 00 The Resolution Creditors-Related Party Plan does not provide for any amount against the admitted claim of Unsecured

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 Financial Creditors- Related Party Total 16,50,000/-

4. Ld. Counsel for the Resolution Professional has annexed a certificate of the Form-H to the Application under Regulation 39(4) In Form-H of the CIRP Regulations, 2016 to certify that the Resolution Plan as approved by the CoC meets all the requirements of the IBC and its Regulations.

FORM H COMPLIANCE CERTIFICATE (Under Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016

I, S Gopalakrishnan, an insolvency professional enrolled with ICSI IIP and registered with the Board with registration number IBBI/IPA-002/IP-N00151/2017-18/10398, am the resolution professional for the corporate insolvency resolution process (CIRP) of [name of the corporate debtor (CD)]. 2. The details of the CIRP are as under: Sl. Particulars Description No. 1 Name of the CD Shankheshwar Properties Private Limited

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 2 Date of Initiation of CIRP 0 3rd February 2023 3 Date of Appointment of IRP 03rd February 2023 4 Date of Publication of Public 10th February 2023 Announcement 5 Date of Constitution of CoC 04th March 2023 6 Date of First Meeting of CoC 10th March 2023 7 Date of Appointment of RP 10th March 2023 through E-voting which concluded on 14th March 2023 8 Date of Appointment of 14th March 2023 Registered Valuers 9 Date of Issue of Invitation for EoI 05th May 2023 10 Date of Final List of Eligible 14th June 2023 Prospective Resolution Applicants 11 Date of Invitation of Resolution 04th June 2023, Plan further RFRP modified with the consent of the members of the CoC and Re-issued on 22nd June 2023 12 Last Date of Submission of 04th June 2023 which Resolution Plan was later extended to 22nd July 2023 on revision of the RFRP. 13 Date of Approval of Resolution 10th August 2023 Plan by CoC

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 14 Date of Filing of Resolution Plan September 29, 2023 with Adjudicating Authority 15 Date of Expiry of 180 days of CIRP 01st August 2023 16 Date of Order extending the 09th August 2023 period of CIRP 17 Date of Expiry of Extended Period 30th October 2023 of CIRP 18 Fair Value 7,82,389/- 19 Liquidation value 94,330/- 20 Number of Meetings of CoC held 06

3. I have examined the Resolution Plan received from Resolution Applicant (Rupa Infotech and Infrastructure Private Limited) and approved by Committee of Creditors (CoC) of [Shankheshwar Properties Private Limited]. 4. I hereby certify that- (i) the said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code 2016 (Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) and does not contravene any of the provisions of the law for the time being in force. (ii) the Resolution Applicant (Rupa Infotech and Infrastructure Private Limited) has submitted an affidavit pursuant to section30(1) of the Code confirming its eligibility under section 29A of the Code to submit resolution plan. The contents of the said affidavit are in order. (iii) the said Resolution Plan has been approved by the CoC in accordance with the provisions of the Code and the CIRP Regulations made thereunder. The Resolution Plan has been approved by 100 % of voting share of financial creditors after

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 considering its feasibility and viability and other requirements specified by the CIRP Regulations. (iv) The voting was held in the meeting of the CoC on 10th August 2023 where all the members of the `CoC were present. 5. The list of financial creditors of the CD, Shankheshwar Properties Private Limited, being members of the CoC and distribution of voting share among them is as under: Sl. Name of Creditor Voting Voting for Resolution No. Share (%) Plan (Voted for / Dissented / Abstained) 1. Rupa Infotech and 100 Voted for Infrastructure Private Limited

6. The Resolution Plan includes a statement under regulation 38(1A) of the CIRP Regulations as to how it has dealt with the interests of all stakeholders in compliance with the Code and regulations made thereunder. 7. The amounts provided for the stakeholders under the Resolution Plan is as under: (Amount in Rs.) Sl. Category Sub-Category of Amoun Amount Amou Amoun No of Stakeholder t Admitte nt t. Stakehold Claime d Provi Provide er* d ded d to the under Amoun the t Plan# Claime d (%)

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 (1) (2) (3) (4) (5) (6) (7) 1 Secured (a) Creditors not - - - - Financial having a right to Creditors vote under sub-section (2) of section 21 (b) Other than - - - - (a) above:

(i) who did not vote in favour of the resolution Plan (ii) who voted in favour of the resolution plan

Total[(a) + (b)] - - - - 2 Unsecure (a) Creditors not 14,86, 1,20,47, 0 0.00% d having a right to 93,656 140/- Financial vote under sub- /- Creditors section (2) of section 21 (b) Other than (a) above:

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 (i) who did not vote in favour of the resolution Plan - - - - (ii) who voted in favour of the resolution plan 6,24,8 6,18,60, 1,50, 0.24% 0,000/ 640/- 000/- - Total[(a) + (b)] 21,11, 7,39,07 1,50, 0.20% 73,65 ,780/- 000/- 6/- 3 Operation (a) Related Party - - - -al of Corporate Creditors Debtor (b) Other than (a) above:

(i)Government 11,21, 1.00 0 0.00% 54,597 (ii)Workmen - - - - (iii)Employees - - - - (iv) Service 22,661 22,661/ 0 0.00% Provider (Link /- -

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 Intime India Pvt Ltd) (v) Service 1,26,8 1,26,85 0 0.00% Provider 50/- 0/- (Manish Modi & Associates) Total[(a) + (b)] 11,23, 1,49,51 0 0.00% 04,10 2/- 8/- 4 Other - - - -debts and dues Grand Total 32,34, 7,40,57 1,50, 0.20% 77,76 ,292/- 000/- 4/-

*If there are sub-categories in a category, please add rows for each sub-category. # Amount provided over time under the Resolution Plan and includes estimated value of non-cash components. It is not NPV.] 8. The interests of existing shareholders have been altered by the Resolution plan as under: Sl. Category No. of No. of Voting Share Voting No of Share Shares Shares (%) held before Share (%) Holder held before held after CIRP held after CIRP the CIRP CIRP 1 Equity 48,000 0 100% 0% 2 Preference - - - -

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 3

9. The compliance of the Resolution Plan is as under: Section of the Requirement with respect to Clause of Complia Code / Resolution Plan Resolutio nce (Yes / Regulation No. n Plan No) 25(2)(h) Whether the Resolution Applicant Clause Yes meets the criteria approved by the 3.2 and CoC having regard to the 3.3 of the complexity and scale of operations Plan of business of the CD? Section 29A Whether the Resolution Applicant Annexur Yes is eligible to submit resolution plan e III-A as per final list of Resolution Professional or Order, if any, of the Adjudicating Authority? Section 30(1) Whether the Resolution Applicant Annexur Yes has submitted an affidavit stating e III-A that it is eligible? Section 30(2) Whether the Resolution Plan- (a) provides for the payment of insolvency resolution process Clause Yes costs? 2.8 (f) (b) provides for the payment to the operational creditors? Clause (c) provides for the payment to the Yes 6(2) financial creditors who did not vote in favour of the resolution plan?

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 (d) provides for the management of the affairs of the corporate debtor? Clause Yes (e) provides for the implementation 6(3) and supervision of the resolution plan? (f) contravenes any of the Yes provisions of the law for the time Clause being in force? 8(8.4) & 8(8.5) Yes Clause 8(8.4)

Clause Yes 11

Section 30(4) Whether the Resolution Plan (a) is feasible and viable, according Yes, Yes to the CoC? clause 6.7 of the Plan (b) has been approved by the CoC Yes, Yes with 66% voting share? approved by the members

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 of the CoC constituti ng 100% voting share Section 31(1) Whether the Resolution Plan has Section Yes provisions for its effective 5; Page implementation plan, according to No. 21 the CoC? Regulation38 Whether the amount due to the Section Yes (1) operational creditors under the 7.3; Page resolution plan has been given 28 and priority in payment over financial Clause creditors? 11(1.1) Regulation Whether the resolution plan Yes; Yes 38(1A) includes a statement as to how it Clause has dealt with the interests of all 7(7.5) stakeholders? Regulation (i) Whether the Resolution No; Yes 38(1B) Applicant or any of its related Clause parties has failed to implement or 11 (1.2) contributed to the failure of implementation of any resolution plan approved under the Code. (ii) If so, whether the Resolution Applicant has submitted the statement giving details of such non-implementation?] N/A N/A NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 Regulation (a) Whether the Resolution Plan 38(2) provides: (a) the term of the plan and its Clause Yes implementation schedule? 8(8.1)

(b) for the management and control Clause Yes of the business of the corporate 8(8.4) debtor during its term? (c) adequate means for supervising Clause its implementation? 8(8.1) & Yes 8(8.4) 38(3) Whether the resolution plan demonstrates that – (a) it addresses the cause of Clause Yes default? 5(5.2)

(b) it is feasible and viable? Clause Yes 7(7.1)

(c) it has provisions for its effective Clause implementation? 8(8.1) Yes (d) it has provisions for approvals Clause required and the timeline for the 8(8.1) Yes same?

Clause

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 5(5.2) (e) the resolution applicant has the Yes capability to implement the resolution plan? 39(2) (b) Whether the RP has filed Clause Yes on applications in respect of 2(2.11) Septemb transactions observed, found or er 28, determined by him? 2023 Regulation (c) Provide details of performance Clause Yes 39(4) security received, as referred to in 8(8.1) sub-regulation (4A) of regulation 36B.]

10. The CIRP has been conducted as per the timeline indicated as under: Section of the Description of Activity Latest Actual Date Code / Timeline Regulation under No. regulation 40A Section 16(1) Commencement of CIRP and T 03rd Appointment of IRP February 2023 (order received on 08th February 2023) Regulation Publication of Public T+3 10th 6(1) Announcement February 2023 Section Submission of Claims T+14 23rd 15(1)(c) February 2023

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 /Regulation 12 (1) Regulation Verification of Claims T+21 03rd March 13(1) 2023 Section Application for Appointment of T+23 NA 26(6A) / Authorised Representative, if Regulation necessary 15A Regulation Filing of Report Certifying T+23 04th March 17(1) Constitution of CoC 2023 Section 22(1) First Meeting of the CoC T+30 10th March and 2023 regulation 17(2) Regulation Determination of fraudulent and T+115 06th July 35A other transactions 2023 Regulation Appointment of two Registered T+47 14th March 27 Valuers 2023 Regulation Submission of Information T+54] 03rd June 36 (1) Memorandum to CoC 2023 Regulation Invitation of EoI T+75 05th May 36A 2023 Publication of Form G T+75 05th May 2023 Provisional List of Resolution T+100 30th May Applicants 2023 Final List of Resolution T+115 14th June Applicants 2023 Regulation Issue of Request for Resolution T+105 04th June 36B Plan, which includes Evaluation 2023, Matrix and Information further Memorandum to Resolution revised with Applicants the approval of the CoC and re-issued on 22nd June 2023

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 Section 30(6) Submission of CoC approved T+165 19th July / Regulation Resolution Plan 2023 39(4) Section 31(1) Approval of Resolution Plan T=180 10th August 2023

11. The time frame proposed for obtaining relevant approvals is as under: Sl. Nature of Name of Name of When to be obtained No. Approval applicable Authority Law who will grant Approval 1 Capital Section 66 Hon’ble In respect of reduction / Reduction of of the National cancellation of capital as equity share Companies Company contemplated by the capital of the Act, 2016 Law Resolution Plan, Corporate Tribunal Adjudicating Authority’s Debtor approval of the Resolution Plan shall be deemed as compliance with the provisions of Chapter XV of the Companies Act, 2013, and no separate approval under Chapter XV of the Companies Act 2013 shall be required for reduction / cancellation of capital as contemplated in the Resolution Plan.

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 2 any other - Hon’ble within a period of one approval is National year from the date of required Company approval of resolution under any Law plan by the NCLT or law, other Tribunal or within such period as than the one any other provided for in such law, mentioned respective whichever is later above authority as may deemed fit.

12. The Resolution Plan is not subject to any contingency. 13. Following are the deviations / non-compliances of the provisions of the Insolvency and Bankruptcy Code, 2016, regulations made or circulars issued thereunder (If any deviation/ non-compliances were observed, please state the details and reasons for the same): Sl. Deviation/Non- Section of Reasons Whether No. compliance the Code / rectified observed Regulation or not No. / Circular No. 1 Publication of Regulation The signed Ratified Form G 36A of the Balance-sheets Insolvency were pending to and be received from Bankruptcy the suspended Board of management of India the corporate (Insolvency debtor, thus, Resolution after the receipt Process For of the Balance-

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 Corporate sheets till the Persons) commencement Regulations, of the CIRP 2016 Form-G was published. 2 CIRP not Sectio 12(1) The resolution Ratified completed of the Code, plan was within 180 2016 received on and Days before the last date for receipt of Expression of Interest as per Form G publication. Thus, the RP with the approval of the members of the CoC sought extension of CIRP period which was allowed by the Hon’ble NCLT on August 09, 2023.

14. The Resolution Plan is being filed 30 days before the expiry of the period of CIRP provided in section 12 of the Code. 14A. Whether the resolution professional has, in accordance with regulation 35A- (a) applied to the Adjudicating Authority on or before the one hundred and thirty-fifth day of the insolvency commencement date: Yes / No

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 (b) filed Form CIRP 8 with the Board on or before the one hundred and fortieth day of the insolvency commencement date: Yes 15. Provide details of section 66 or avoidance application filed / pending. Sl. Type of Transaction Date of Filing Date of Brief of No. with Order of the the Adjudicating Adjudicating Order Authority Authority 1 Preferential September Not listed for N/A transactions under 28, 2023 hearing as section 43 yet. 2 Undervalued N/A N/A N/A transactions under section 45 3 Extortionate credit N/A N/A N/A transactions under section 50 4 Fraudulent September Not listed for N/A transactions under 28, 2023 hearing as section 66 yet.

15A. The committee has approved a plan providing for contribution under regulation 39B as under: a. Estimated liquidation cost: NA b. Estimated liquid assets available: NA c. Contributions required to be made: NA d. Financial creditor wise contribution is as under: Sl. No. Name of financial creditor Amount to be contributed (Rs.) 1 Rupa Infotech and Rs. 1,50,000.00 Infrastructure Private Limited

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 2 Sabari Developers LLP Nil Total Rs. 1,50,000.00 15B. The committee has recommended under regulation 39C as under: a. Sale of corporate debtor as a going concern: Yes / No b. Sale of business of corporate debtor as a going concern: Yes / No The details of recommendation are available with the resolution professional. 15C. The committee has fixed, in consultation with the resolution professional, the fee payable to the liquidator during the liquidation period under regulation 39D.]

16. I, S Gopalakrishnan, hereby certify that the contents of this certificate are true and correct to the best of my knowledge and belief, and nothing material has been concealed therefrom. Mr. S Gopalakrishnan Resolution Professional In the matter of Shankheshwar Properties Private Limited Reg No. IBBI/IPA-002/IP-N00151/2017-18/10398 Address as registered with the Board: 203, The Ghatkopar Nilkanth CHS, Jethabhai Lane, Ghatkopar (East), Mumbai, Maharashtra- 400077 Email Id as registered with the Board: gopi63.ip@gmail.com

Date: 29th September 2023 Place: Mumbai 5. In the circumstances mentioned hereinabove, the Applicant has filed Application seeking approval of this NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 Tribunal on the Resolution Plan, submitted by the Resolution Applicant i.e Rupa Infotech and Infrastructure Private Limited stating that the plan is in accordance with the Section 30(2) and other provisions laid down under the code. 6. On perusal of the Resolution Plan, it is observed that the Resolution Plan provides for the following: a. Payment of CIRP Cost as specified u/s 30(2)(a) of the Code. b. Repayment of Debts of Operational Creditors as specified u/s 30(2)(b) of the Code. c. For management of the affairs of the Corporate Debtor, after the approval of Resolution Plan, as specified U/s 30(2)(c) of the Code. d. The implementation and supervision of Resolution Plan by the RP and the CoC as specified u/s 30(2)(d) of the Code. 7. The RP has complied with the requirement of the Code in terms of Section 30(2)(a) to 30(2)(f) and Regulations 38(1), 38(1)(a), 38(2)(a), 38(2)(b), 38(2)(c) & 38(3) of the Regulations.

8. The RP has filed Compliance Certificate in Form-H along with the plan. On perusal the same is found to be in order. The Resolution Plan has been approved by the CoC in the NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 6th meeting held on 10.08.2023 with 100% (Hundred percent). 9. In view of the pending proceedings u/s 66(1) r/w 43(1) and 44(1) of the Code the Resolution Plan states out that “Any monies received pursuant to exercise of powers and obligations by the Resolution Professional under Sections 43 to 51 (both inclusive) and Section 66 of the IBC, shall vest with the Resolution Applicants. It is clarified that upon successful implementation of Resolution Plan and discharge of the Resolution Professional any application filed by the Resolution Professional under Section 43 to 51 & 66 of the Code shall be pursued by the Resolution Applicants directly and all cost and benefits to this account shall accrue to Resolution Applicants. After the approval of Plan, the Resolution Applicant shall be entitled to adopt any further legal action on behalf of the Corporate Debtor” 10. In the case of “K Sashidhar v. Indian Overseas Bank & Others” (in Civil Appeal No.10673/2018 decided on 05.02.2019) 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 NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 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. 11. In CoC of Essar Steel (Civil Appeal No. 8766-67 of 2019 decided on 15.11.2019) the Hon’ble Apex Court clearly laid down that the Adjudicating Authority would not have power to modify the Resolution Plan which the CoC in their commercial wisdom have approved. In para 42 Hon’ble Court observed as under:

“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).”

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 12. In view of the discussions and the law thus settled, 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 same needs to be approved. Hence ordered. ORDER 13. The Application IA-4544/2023 in CP(IB)/1140/(MB- IV)/2020 is allowed. The Resolution Plan annexed to the Application is hereby approved. It shall become effective from this date and shall form part of this order. 13.1. 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 the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the Resolution Plan. 13.2. The approval of the resolution plan shall not be construed as waiver of any statutory obligations of the Corporate Debtor and shall be dealt by the appropriate authorities in accordance with law. Further in terms of the judgment of Hon’ble

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 Supreme Court in the matter of “Ghanshyam Mishra And Sons Private Limited V/S Edelweiss Asset Reconstruction Company Limited”, on the date of approval of the Resolution Plan by the adjudicating authority, all such claims which are not a part of Resolution Plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim which is not a part of the Resolution Plan. 13.3. The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the Registrar of Companies (RoC), Mumbai, Maharashtra 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. 13.4. The moratorium under Section 14 of the Code shall cease to have effect from this date. 13.5. The Applicant shall supervise the implementation of the Resolution Plan and file status of its implementation before this Authority from time to time, preferably every quarter.

NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH-IV IA 5057/2023 & IA-4544/2023 IN CP (IB)/1140/MB-IV/2020 13.6. 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. 13.7. The Applicant shall forthwith send a certified copy of this Order to the CoC and the Resolution Applicant, respectively for necessary compliance.

14. The Interlocutory Application i.e. IA-4544/2023 in CP(IB)/1140(MB)/2020 is allowed accordingly disposed of and IA 5057/2023 is dismissed. Sd/- Sd/- Anu Jagmohan Singh Kishore Vemulapalli Member (Technical) Member (Judicial)