Approval of Resolution Plan - Skipper Homes Private Limited

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 IA No.871/KB/2020: For the Applicant/ : 1. Mr. Anuj Singh, Advocate Aditya Birla Finance Limited 2. Mr. Abir Debnath, Advocate 3. Mr. A.K. Singh, Advocate

For successful Resolution Applicant : 1. Mr. Abhrajit Mitra, Senior Advocate 2. Mr. Nikunj Berlia, Advocate 3. Mr. Shaunak Mitra, Advocate

For suspended Board of Directors : 1. Ms. Aparajita Rao, Advocate 2. Ms. Pallavi Gandhi, Advocate 3. Mr. Sanwal Tibrewal, Advocate

Order reserved on: 17.11.2020. Order pronounced on: 11.02.2021 COMMON ORDER {Disposing of IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020}

Per: Rajasekhar V.K., Member (Judicial) 1. This Court convened through video conferencing.

2. IA (IB) No.716/KB/2020 is an application under section 30(6) of the Code after approval of the resolution plan by the Committee of Creditors [CoC].

3. IA (IB) No.871/KB/2020 is an application filed by one of the secured financial creditors raising objection to certain clauses of the resolution plan and praying for refusing waiver or relinquishment of the debt and the liability of the guarantor in the resolution plan as sought for in the resolution plan approved by the CoC and to refuse the prayer of the Resolution applicant for a direction upon the RP in IA (IB) No.871/KB/2020 to issue a No Due Certificate in favour of the Resolution applicant as prayed for in clause 4.1 of the resolution plan.

4. Both the IAs are interconnected, and therefore, are being disposed of by means of a single order.

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 IA (IB) No.716/KB/2020

5. This is an application moved on 17.11.2020 by Mr Mahesh Chand Gupta, Resolution Professional of Skipper Homes Private Limited [CIN: U51109WB- 2006PTC109299] by invoking the provisions of section 30(6) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as “the Code” or “IBC”) read with regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (“CIRP Regulations”) for approval of a Resolution Plan in respect of Skipper Homes Private Limited (“Corporate Debtor”).

6. The underlying Company Petition in CP (IB) No.846/KB/2019 was filed by Orchid Barter Private Limited against the Corporate Debtor under section 7 of the Insolvency and Bankruptcy Code 2016, which was admitted vide order dated 21.10.2019 in CP (IB) No.846/KB/2019.

7. Initially, Mr Mahesh Chand Gupta (Reg. No.IBBI/IPA-001/IP-P01489/2018- 2019/12304) was appointed as the Interim Resolution Professional (IRP). He was confirmed as the Resolution Professional (RP) of the Corporate Debtor at the first meeting of the CoC on 20.11.2019.

8. The IRP made public announcement on 23.10.2019 in The Financial Express (English) and Aajkal (Bengali) newspapers regarding initiation of Corporate Insolvency Resolution Process [CIRP] and called for claims from the financial and operational creditors, workers and employees of the Company in the specified forms till 04.11.2019.

9. The RP states that a total of seven CoC meetings have been held during CIRP period, as follows:

Particulars Date of CoC meeting 1st CoC Meeting 20.11.2019

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 Particulars Date of CoC meeting 2nd CoC Meeting 13.12.2019 3rd CoC Meeting 06.03.2020 4th CoC Meeting 13.03.3030 5th CoC Meeting 11.05.2020 6th CoC Meeting 18.07.2020 7th CoC Meeting 19.08.2020

10. The RP submits that in terms of the provisions of section 25(2)(h) of the Code read with regulation 36(A1) of the CIRP Regulations, invitations in Form ‘G’ for Expressions of Interest [EoI] from potential resolution applicants were issued on 04.01.2020 for submission of resolution plans for the Corporate Debtor. The last date for receipt of EoIs was 19.01.2020. This was published in Business Standard (English) and Aajkal (Bengali) newspapers of 04.01.2020. The notice was also published on the website of the Insolvency and Bankruptcy Board of India [IBBI].

11. The RP submits that in response to the invitation for EoI published on 04.01.2020, two EOIs were received. Till the last date of submissions of resolution plan, i.e., till 29.02.2020, only one resolution plan was received – from Curtainman Online Private Limited [CIN: U51909WB2009PTC133724].

12. On 14.03.2020, the CoC in its 4th CoC meeting, decided that e-voting would be conducted after 20.03.2020 on the Resolution Plan of Curtainman Online Private Limited. The e-voting on the Resolution Plan was to be conducted on 23.03.2020-24.03.2020 but the same could not be conducted due to the outbreak of Covid-19 as all the offices were shut from 22.03.2020 in the State and thereafter a nationwide lockdown was also announced from 25.03.2020.

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 13. The Resolution applicant vide email dated 05.05.2020, sought to withdraw their resolution plan and submit a revised plan due to the nationwide lockdown and the uncertain economic conditions and also requested refund of Rs.10 lakh that was deposited as Earnest Money Deposit [EMD]. The said email was discussed in the 5th CoC meeting held on 11.05.2020 and the CoC rejected the resolution for submission of revised plan. Thereafter, at the 6th CoC meeting held on 18.07.2020, the CoC discussed the matter at length after the Resolution applicant approached the RP to reconsider their proposal and the CoC, with 69.98% voting share, passed a resolution to allow the Resolution applicant to submit a revised resolution plan.

14. At the 7th CoC meeting, held on 19.08.2020, the revised resolution plan was discussed, wherein the total plan outlay was revised from ₹5.66 crore to ₹5.34 crore. The reasons for reduction in the revised resolution are as follows:

a. Initially the Resolution applicant had proposed to pay 60% of the admitted claim of Aditya Birla Finance Limited, the only secured financial creditor, as against 40% to the other financial creditors with longer payment period. But in the revised plan the said secured financial creditor will be paid at par with the other financial creditors, i.e., 40% of the claim within a period of 34 months. As such ₹41.55 Lakhs has been reduced with a better payment period and at par with the other financial creditors. b. Secondly, earlier the CIRP cost was proposed to be ₹25 lakh, subject to actuals, but due the lockdown, the CIRP cost is now estimated to be ₹35 lakh. c. The revised resolution plan was put for e-voting from 21.08.2020- 25.08.2020 and the CoC with 73.26% voting share approved the plan, whereas the secured financial creditor along with two unsecured creditors, having 22.35% voting share, voted against the plan and members having 4.39% voting share, abstained from voting. 15. The claims of financial and operational creditors as existing as on the date of filing the present application are as follows:

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 Sl Category of Claim and reference to Amount admitted Amount No Clause of the Resolution Plan as per Information proposed to be Memorandum paid as per Plan (in Rs.) (in Rs.) 1. CIRP Costs (approx) [Clause 3.2] 35,00,000 35,00,000 2. Financial Creditors [Clause 3.3]: Secured [Clause 3.31] 2,07,76,343 83,10,537 Unsecured [Clause 3.32] 9,49,97,982 3,79,99,193 3. Operational Creditors [Clause 3.4] 1,24,89,728 6,24,486 4. Employees/Workmen Nil Nil 5. Others known/unknown/ contingent unknown 5,00,000 liability [Clause 3.5] 6. Fresh investment in CD for revival N/A 25,00,000 Total 13,17,64,053 5,34,34,216

16. Further, the Resolution applicant has proposed to pay at least the liquidation value under section 53 of the Insolvency and Bankruptcy Code, 2016 to the dissenting financial creditors.

17. The CoC in the 7th meeting was informed of the fair market value and liquidation value of the Corporate Debtor, as per the valuation reports, which is as follows:

Valuer Asset Class Fair Market Liquidation Value Value (Rs./lakhs) (Rs./lakhs) Sk. Tarik Anowar Land and Building 89.50 67.13 Prodipta Das Land and Building 81.74 61.30 Average value 85.62 64.22 Sanjay Jhajharia Securities or Financial Assets 161.12 78.10 Ayush Jain Securities or Financial Assets 158.67 76.29 Average value 159.90 77.20

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 Valuer Asset Class Fair Market Liquidation Value Value (Rs./lakhs) (Rs./lakhs) Total average value 245.52 141.42

18. The RP has submitted details of various compliances as envisaged within the Code and the CIRP Regulations, which a Resolution Plan is required to adhere to. These are extracted hereunder:

I. Submission of Resolution Plan in terms of sub-section (2) of section 30 of the Code:

Clause of Requirement How dealt with in the Plan sec. 30(2) (a) Plan must provide for payment of Clause 3.2 at Page 18 of the Resolution Plan CIRP cost in priority to repayment of other debts of CD in the manner specified by the Board. (b) (i) Plan must provide for (i) Clause 3.4 at Page 21 the repayment of debts of OCs in Resolution Plan such manner as may be specified by the Board which shall not be less than the amount payable to them in the event of liquidation u/s 53; or (ii) Plan must provide for (ii) Clause 3.4 at Page 21 of the repayment of debts of OCs in Resolution Plan such manner as may be specified by the Board which shall not not less than amount that would have been paid to such creditors, if the amount to be distributed under the resolution plan had been distributed in accordance with the order of priority in sub-

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 Clause of Requirement How dealt with in the Plan sec. 30(2) section (1) of section 53, whichever is higher and (iii) Clause 3.4 at Page 21 of the Resolution Plan. (iii) provides for payment of debts of financial creditors who do not vote in favour of the resolution plan, in such manner as may be specified by the Board. (c) Management of the affairs of the Clause 3.6 at Page 23 of the Corporate Debtor after approval of Resolution Plan the Resolution Plan. (d) Implementation and Supervision. Clause 3.8 at Page 25 of the Resolution Plan (e) Plan does not contravene any of the Clause 4.5 at Page 31 of the provisions of the law for the time Resolution Plan being in force. (f) Conforms to such other requirements Clause 4.5 at Page 31 of the as may be specified by the Board. Resolution Plan

II. Measures required for implementation of the Resolution Plan in terms of Regulation 37 of CIRP Regulations:

A resolution plan shall provide for the measures, as may be necessary, for insolvency resolution of the corporate debtor for maximisation of value of its assets, including but not limited to the following: -

Particulars Relevant Page of the Revised Resolution Plan dealing aforesaid compliance with Regulation (a) transfer of all or part of the assets of Not proposed by the RA the corporate debtor to one or more persons; (b) sale of all or part of the assets whether Not proposed by the RA subject to any security interest or not;

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 Particulars Relevant Page of the Revised Resolution Plan dealing aforesaid compliance with Regulation (c) restructuring of the corporate debtor, Not proposed by the RA by way of merger, amalgamation and demerger (d) the substantial acquisition of shares of Clause 3.6 at Page 23 of the the corporate debtor, or the merger or Resolution Plan consolidation of the corporate debtor with one or more persons; (e) cancellation or delisting of any shares Clause 3.6 at Page 23 of the of the corporate debtor, if applicable; Resolution Plan (f) satisfaction or modification of any Clause 4.1 at Page 27 of the security interest; Resolution Plan (g) curing or waiving of any breach of the Not proposed by the RA terms of any debt due from the corporate debtor; (h) reduction in the amount payable to the Financial Creditor: ₹570 lakh creditors; Operational Creditor: ₹118.65 lakh (i) extension of a maturity date or a NIL change in interest rate or other terms of a debt due from the corporate debtor; (j) amendment of the constitutional Not proposed by the RA documents of the corporate debtor; (k) issuance of securities of the corporate Not proposed by the RA debtor, for cash, property, securities, or in exchange for claims or interests, or other appropriate purpose; (l) change in portfolio of goods or Not proposed by the RA services produced or rendered by the corporate debtor; (m) change in technology used by the Not proposed by the RA corporate debtor; and (n) obtaining necessary approvals from Clause 4.2 at Page 28 of the the Central and State Governments Resolution Plan and other authorities.

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019

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

Reference Requirement How dealt with in the Plan to relevant Regulation 38(1) The amount due to the operational Clause 3.4 at Page 21 of the creditors under a resolution plan Resolution Plan. shall be given priority in payment over financial creditors.

38(1A) A resolution plan shall include a Clause 4.3 at Page 29 of the statement as to how it has dealt Resolution Plan. with the interests of all stakeholders, including financial creditors and operational creditors of the corporate debtor. 38(1B) A resolution plan shall include a Not proposed by RA statement giving details if the resolution applicant or any of its related parties has failed to implement or contributed to the failure of implementation of any other resolution plan approved by the Adjudicating Authority at any time in the past. 38(2) A resolution plan shall provide: Clause 3.7 at Pages 24 of (a) the term of the plan and its the Resolution Plan. implementation schedule; (b) the management and control of Clause 3.6 Pages 23 of the the business of the corporate debtor Resolution Plan. during its term; and (c) adequate means for supervising Clause 3.8 at Pages 25 of its implementation. the Resolution Plan.

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 Reference Requirement How dealt with in the Plan to relevant Regulation 38(3) A resolution plan shall demonstrate Clause 3.8 at Page 25 of the that – Resolution Plan a. it addresses the cause of default; b. it is feasible and viable; c. it has provisions for its effective implementation; d. it has provisions for approvals required and the timeline for the same; and (b) (e) the Resolution applicant has the capability to implement the resolution plan.

19. The RP submits that the successful Resolution applicant has submitted a certificate of eligibility under section 29A of the Code, which has been annexed as Annexure L at Pp. 136 to 139 of the Application.

20. The RP has filed a Compliance Certificate in prescribed form, i.e., Form ‘H’ in compliance with regulation 39(4) of the Insolvency & Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, which has been annexed as Annexure M at Pp. 148 to 156 of the Application.

Details of Resolution Plan/Payment Schedule 21. The RP submits the relevant information with regard to the amount claimed, amount admitted and the amount proposed to be paid by the Resolution applicant, i.e., Curtainman Online Private Limited, under the said Resolution Plan is tabulated as under:

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 Sl. Creditor Amount Amount % share Amount No Claimed Admitted in COC proposed in (in Rs.) (in Rs.) Resolution Plan (in Rs.) Financial Creditor 1 Aditya Birla 2,07,76,343 2,07,76,343 19.74% 83,10,537 Finance Limited

2 Jalan Projects 16,63,257 16,63,257 1.58% 6,65,303 & Merchants Pvt Ltd 3 Tatpar 1,07,38,705 1,07,38,705 10.20% 42,95,482 Vyapaar Pvt Ltd 4 Twenty First 54,31,686 54,31,686 5.16% 21,72,674 Century Auto Locks Pvt Ltd 5 Orchid Barter 75,60,958 75,60,958 7.18% 30,24,383 Pvt Ltd 6 Abhashree 26,93,602 26,93,602 2.56% 10,77,441 Projects Ltd 7 Appear 28,00,580 28,00,580 2.66% 11,20,232 Commotrade Pvt Ltd 8 Ess Pee 1,12,11,066 1,12,11,066 10.65% 44,84,426 Sarees Pvt Ltd

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 Sl. Creditor Amount Amount % share Amount No Claimed Admitted in COC proposed in (in Rs.) (in Rs.) Resolution Plan (in Rs.) 9 Kams Décor 28,85,480 28,85,480 2.74% 11,54,192 LLP (Formerly known as Cityzen Vyapaar LLP) 10 Kasturi 30,68,827 30,68,827 2.92% 12,27,531 Commodeal Pvt Ltd 11 Liberal 30,68,827 30,68,827 2.92% 12,27,531 Distributors Pvt Ltd 12 Aastha 26,14,186 26,14,186 2.48% 10,45,674 Tradecom Pvt Ltd 13 Vantage 26,14,186 26,14,186 2.48% 10,45,674 Distributors Pvt Ltd 14 Singhi 10,88,082 10,88,082 1.03% 4,35,233 Finlease Pvt Ltd 15 Pawan 10,86,548 10,86,546 1.03% 4,34,619 Industrial Corporation Private Limited. 16 Amex 10,95,125 10,95,125 1.04% 4,38,050 Properties

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 Sl. Creditor Amount Amount % share Amount No Claimed Admitted in COC proposed in (in Rs.) (in Rs.) Resolution Plan (in Rs.) Private Limited 17 Hanuman 15,46,603 15,46,603 1.47% 6,18,641 Trading & Feeds Private Limited 18 Sarthak 8,96,626 8,96,626 0.85% 3,58,650 Vinimoy Private Limited 19 Shree Balaji 2,00,00,000 2,00,00,000 19% 80,00,000 Transport & Roadways Private Limited 20 Trimurti 24,33,638 24,33,638 2.31% 9,73,455 Garments (P) Ltd Operational Creditors 1 Dy. Com. of 1,03,38,691 1,03,38,691 N/A 5,16,935 Income Tax, Central Circle 2(3), Kolkata CIRP Cost 1 CIRP Cost 35,00,000 35,00,000 N/A 35,00,000 Total 11,91,13,016 N/A 4,61,26,663

22. The RP submits the relevant information with regard to the amount due but not claimed, and the amount proposed to be paid by the Resolution applicant, i.e.,

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 Curtainman Online Private Limited, under the said Resolution Plan is tabulated as under:

Sl. Creditor Amount Due Amount proposed in No (in Rs.) Resolution Plan (in Rs.)

Financial Creditor

1. Chitrapuri Merchants (P) Ltd 15,00,000 6,00,000

2. Divine Nirman (P) Ltd 10,00,000 4,00,000

3. Vaib Shree Finvest (P) Ltd 10,00,000 4,00,000

4. Renault Technology (P) Ltd 15,00,000 6,00,000

5. Mojika Steel (P) Ltd 15,00,000 6,00,000

6. Indivar Properties (P) Ltd 25,00,000 10,00,000

7. Chiki Finance (P) Ltd 15,00,000 6,00,000

Operational Creditors

1. Ditsa Enterprise 1,69,646 8,482 (Trade Payable)

2. Madma Fincorp Ltd 22,579 1,129

3. Income Tax for AY 2019-20 due 17,98,387 89,919

4. Alok Agarwal 55,100 2,755

5. K S Bothra & Co 19,360 968

6. Mohini Agarwal 69,100 3,455

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 Sl. Creditor Amount Due Amount proposed in No (in Rs.) Resolution Plan (in Rs.)

7. Ramesh Kr Saraogi 16,865 843

Total 1,26,51,037 43,07,551

23. Summary of the financial proposal/payment under the Resolution Plan dated 13.08.2020 of Curtainman Online Private Limited is tabulated hereunder:

Particulars Amount Admissible Debt to be paid ₹35,00,000 (Rupees thirty-five lakh only) or upfront to the CIRP the actual amount. However, if the Resolution Process Costs are higher than ₹35,00,000/-, our total Investment amount shall increase by that amount, if it is less, the total Investment shall reduce by that amount, to be paid within thirty days. Admissible Debt to be paid ₹6,24,486/- (Rupees six lakh twenty-four upfront to the Operational thousand four hundred and eighty-six only). Creditors 5% of the admitted claim by the Resolution Professional within 30 days. Admissible Debt to be paid ₹83,10,537/- (Rupees eighty-three lakh ten to Financial Creditors thousand five hundred and thirty-seven only) to the Secured Creditors and ₹3,79,99,193/- (Rupees three crore seventy-nine lakh ninety-nine thousand one hundred and ninety-three only) to the Unsecured Financial Creditors as follows: 40% of the admitted claim by the Resolution Professional, payment to be made in 10 equal instalments – first within 30 days, second in seven months, third in thirteen months, fourth in sixteen months and subsequent instalments

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 Particulars Amount in gaps of three months – completely in 34 months.

24. The Resolution Plan defines “Effective Date” as the date on which the Adjudicating Authority approves the resolution plan.

Details on Management/Implementation and Reliefs as per the Resolution Plan – Salient Features 25. The Resolution Plan also provides for – a. Management of Company after resolution in Clause 3.6; b. Term of the resolution plan in Clause 3.7; and c. Implementation and Supervision of the resolution plan in Clause 3.8.

Relinquishment/Waiver of liabilities 26. The Relinquishment/Waiver of liabilities sought by the Resolution applicant are set out in clause 4.1 at page 27 of the Resolution Plan for the successful implementation of the Resolution Plan.

IA (IB) No.871/KB/2020 – Objection to the Resolution Plan 27. IA (IB) No.871/KB/2020 has been filed by Aditya Birla Finance Limited objecting to clause 4.1 in the Resolution Plan. Mr. Anuj Singh, Ld. Counsel appearing for the Objector, was at pains to point out that he has no objection to the Resolution Plan per se or to the manner of its approval by the Committee of Creditors (CoC), but only to clause 4.1 of the Resolution Plan.

28. Ld. Counsel for the objector submitted that the object of the IBC is not to allow personal guarantors to escape from their liability. He submitted that in the present case Aditya Birla Finance Limited is getting only 40% of its claim. For the remaining 60% it would like to proceed against Mr. Kamlesh Agarwal, the personal guarantor. He further submitted that he has a statutory right under the Indian Contract Act, 1872 where he can proceed against the principal borrower and against the guarantor independently of each other.

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 29. Mr Anuj Singh, Ld. Counsel, alleged that by approving the resolution plan containing a clause of extinguishment of personal liability, the other financial creditors are extinguishing a vested right of Aditya Birla Finance Limited, and that too unilaterally, when they are not even privy to the contract. The line of argument used is that under section 30 of the Code, the binding nature of the resolution plan is only on the Corporate Debtor and not on the guarantors. This is an involuntary act vis-à-vis the Corporate Debtor alone.

30. Mr. Anuj Singh relied on the following case laws in support of his contentions: a. The judgment of the Hon’ble High Court, Calcutta dated 13.11.2019 in Gouri Shankar Jain v. Punjab National Bank & another,1 (para 35); b. The Hon’ble Supreme Court in State Bank of India v. V. Ramakrishnan & another,2 (para 22 & 23) – Reply of the Resolution Professional to the objection raised by Aditya Birla Finance Limited: 31. Mr. Rishav Banerjee, Ld. Counsel appearing on behalf of the Resolution Professional while countering the objections of one of the dissident Financial Creditor stated that essentially it is the commercial wisdom of the CoC to approve or reject the resolution plan that is placed before them, and in that regard, there can be no substitution of judicial wisdom in place of the commercial wisdom of the CoC. He relied on the judgment of the Hon’ble Supreme Court in K. Sashidhar v. Indian Overseas Bank,3 and Committee of Creditors of Essar Steels India Limited v. Satish Kumar Gupta & Others,4 and the decision of the Hon’ble NCLAT in Santosh Wasantrao Walokar v. Vijay Kumar V. Iyer & another,5 explaining the scope and powers of the 1 (2019) SCC OnLine Cal 7288 dated 18.09.2019. 2 (2018) 17 SCC 394 dated 14.08.2018. 3 (2019) 12 SCC 150 dated 05.02.2019. 4 (2020) 8 SCC 531 dated 15.11.2019. 5 (2020) SCC OnLine NCLAT 128 dated 24.01.2020.

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 Adjudicating Authority and the Appellate Tribunal while approving the Resolution Plan.

Reply of the successful Resolution applicant to the objections raised by Aditya Birla Finance Limited.

32. Ld. Sr. Counsel Mr. Abhrajit Mitra appearing on behalf of the successful Resolution Applicant submitted that the essential question is whether it would be an illegal act if the guarantor’s liability is extinguished. He drew our attention to section 238 of the Code wherein it has been explicitly laid down that the IBC provisions will override other laws to the extent of inconsistency. He further emphasises that section 30 of the Code is the encompassing provision where the resolution plan should be considered. He also points out that the regulations framed under the Code also support the discharge of the personal guarantors.

33. Mr. Mitra, Ld. Sr Counsel, also pointed out that the resolution plan did not deal with the personal guarantees and therefore section 134 of the Indian Contract Act, 1872 would not be attracted. Mr. Mitra further pointed out that assuming that there was no provision for discharge then the guarantor would have been forced to pay off ₹1.52 Crore and the guarantor would have been subrogated in place of the Financial Creditor. Further, if the intent of the successful resolution applicant is to take a clean company, then even the personal guarantees, the Corporate Debtor under new management would want to extinguish all its vis- à-vis the claims of the creditors. A Resolution Applicant would prefer not to be at loggerheads with the erstwhile management since it would still have some hidden influence over the employees etc., and thus would have an interest in avoiding appeals, challenges etc.

34. Mr. Mitra, Ld. Sr. Counsel, emphasised that approval of the resolution plan imposes a settlement under the statute. If the guarantees are not extinguished, then the guarantors will stand as creditors to the Corporate Debtor under the new management.

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 Issue for determination 35. We have heard the Ld. Counsel appearing on behalf of the objector, i.e., Aditya Birla Finance Limited and the reply thereto of the Resolution Professional and the successful Resolution applicant and the Ld. Counsel appearing on behalf of the Resolution Professional and Ld. Sr. Counsel appearing on behalf of the successful Resolution Applicant.

36. The only question for consideration is whether an approved Resolution Plan can extinguish personal liabilities in the teeth of the objections of the guarantee-holder. In this context, it is necessary to notice some statutory provisions.

Statutory provisions 37. Section 60(2) of the Code contains a non-obstante clause to the effect that notwithstanding anything to the contrary contained in this Code where a corporate insolvency resolution process or liquidation proceeding of a corporate debtor is pending before a National Company Law Tribunal, an application relating to the insolvency resolution or liquidation or bankruptcy of a corporate guarantor or personal guarantor, as the case may be, of such corporate debtor shall be filed before such National Company Law Tribunal.

38. Section 31(1) of the Code stipulates that if the Adjudicating Authority is satisfied that the resolution plan as approved by the CoC under section 30(4) of the Code meets the requirement as specified in section 30(2) of the Code, it shall by order approve the resolution plan which shall be binding on the Corporate Debtor, its employees, members, creditors, guarantors and other stakeholders.

Analysis

39. In so far as the extinguishment of personal guarantees provided by Directors or other third parties on behalf of the Corporate Debtor are concerned, an important question of law as regards the coextensive nature of liability of the guarantors vis-à-vis the principal borrower has been raised. We are fortunate that we have two judgments to go by – one by the Hon’ble Supreme Court in Maharashtra

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 State Electricity Board, Bombay v. Official Liquidator, High Court, Ernakulam & Another,6 and the other by the Hon’ble Calcutta High Court in Gouri Shankar Jain (supra), which have a direct bearing on the matter. We have to add that the Maharashtra State Electricity Board, Bombay (supra) judgment was not quoted by either side, but this is not something we can ignore on that score.

40. In Maharashtra State Electricity Board (supra) the Hon’ble Supreme Court while deciding the liability of a Bank which had given a guarantee for a Company against supply of goods and which Company went into liquidation, was considered. It was held there that it will not be open to the Company Judge to make any order under the Companies Act, 1956 prohibiting the Board from realising an amount guaranteed by the Bank, as this had nothing to do with the assets of the Company in liquidation. It was further held that the three transactions, viz., (i) the bank guarantee; (ii) the contract of supply between the Board and the Company in Liquidation; and (iii) the document under which the company in liquidation gave a fixed deposit receipt and some quantity of Zinc ingots as security, are all independent of each other in so far as their legal incidents are concerned. The Hon’ble Supreme Court held that the fact of the principal debtor having gone into liquidation would not have any effect on the bank’s liability as guarantor. While noting that section 128 of the Indian Contract Act, 1872 specify that the liability of the surety is co-extensive with that of the principal debtor unless it is otherwise provided by the contract. It also noted that a discharge which the principal debtor may cleared by operation of law in bankruptcy or in liquidation proceedings in the case of the company does not absolve surety of its liability.

41. In Gouri Shankar Jain (supra), the Hon’ble Calcutta High Court interpreted the contours of section 128 of the Indian Contract Act, 1872, and held that the expression ‘co-extensive’ relates to the quantum of principal debt. The Hon’ble High Court also looked at section 134 and 135 of the Indian Contract Act, 1872,

6 (1982) 3 SCC 348 dated 13.10.1982.

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 and held that the discharge in the present case was not by way of any voluntary act on the part of the creditor. A resolution plan may provide either for payment of the entire claim or only part of the claim as final settlement. In neither situation, can the creditor be said to have entered into any sort of compromise voluntarily with the corporate debtor in regard to the quantum of debt.

42. After observing thus, the Hon’ble High Court reiterated the principle enunciated by the Hon’ble Supreme Court in Maharashtra State Electricity Board (supra) that a discharge which is secured by a principal debtor by operation of law (i.e., by bankruptcy, insolvency or liquidation proceedings) would not absolve the surety of his liability.

43. We are extremely conscious of the Hon’ble Supreme Court’s decision in Essar Steel (supra), whereby only an exceedingly small window of judicial review is available to the Adjudicating Authority once the resolution plan is approved by the CoC. We have to be extremely circumspect to ensure that we do not substitute our view for that of the CoC. Having said that, we are in respectful agreement with the ratio of the judgments in Gouri Shankar Jain (supra) and Maharashtra State Electricity Board (supra). Applying them in the present case, we hold that the commercial wisdom of the Committee of Creditors cannot possibly extend to extinguish the personal liability of the guarantors and therefore the CoC cannot extinguish such liability. The Resolution Plan cannot possibly be stretched to extinguish the personal liabilities of the guarantors without the consent of the financial creditors holding such guarantees. It would be beyond the remit of the Committee of Creditors to foray into this area of extinguishing personal liabilities owed to individual financial creditors without obtaining consent of such financial creditors. Therefore, we do not grant explicit waiver of the personal guarantees provided by the directors or other third parties on behalf of the Corporate Debtor.

Retention of existing rights/ Licences/ Registrations/ Approvals / Leases 44. The reliefs sought with respect to retention of existing rights/ Licences/ Registrations/ Approvals /Leases, and orders thereon, are tabulated below:

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 Sl. Ref to Reliefs sought Orders thereon No. clause 1. 4.2 Upon approval of the Resolution Yes, provided that the Plan, all the Existing Statutory corporate debtor under the Rights, Licenses, Registrations, successful Resolution Approvals, Leases, permits, and applicant shall apply to so on shall remain in force. the authorities concerned for the same, who shall 2. 14.2 Upon approval of the Resolution consider the same in terms Plan, all Licenses/ Registrations. of the said Resolution / Approvals / Leases that are Plan. pending / have been suspended/ cancelled are to be renewed/ continued as the case may be.

No objection certificate 45. The No Objection Certificates sought by the Resolution applicant are set out below for the successful implementation of the Resolution Plan:

Sl. Ref. to Reliefs sought Orders thereon No clause 1. 4 .4 No Dues Certificate shall be Granted, in terms of the issued by the Existing Financial approved Resolution Plan Creditors of the CD post repayment as proposed in the Resolution Plan. This shall relieve the Company and its Directors of any liability on this account. 2. 4i.4 Upon approval of the Granted, in terms of the i Resolution Plan, Financial approved Resolution Plan. Creditors shall also release all the Securities over which charge is created in their favour.

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 Sl. Ref. to Reliefs sought Orders thereon No clause 3. 4i.4 Upon approval of the Granted, in terms of the i Resolution Plan, Financial approved Resolution Plan. i Creditors shall also withdraw It is, however, made. all cases/ litigations against the explicitly clear that there CD/ Director / Guarantor in all shall be no extinguishment Fora. of personal liability of guarantors. 4. 4i.4 The Existing Lenders shall Granted, in terms of the v issue No Objection Certificate approved Resolution Plan. . for any further Debt/Equity/Fund Raising and cede/release charge as required. 5. 4v.4 All Other Lenders/ Creditors Granted, in terms of the. shall also withdraw all approved Resolution Plan proceedings/ cases/suits/other It is, however, made litigation against the CD/ explicitly clear that there Director / Guarantor and issue shall be no extinguishment No Dues Certificate. of personal liability of guarantors.

46. On hearing the submissions made by the Ld. Counsel for the Resolution Professional, and perusing the record, we find that the Resolution Plan has been approved with 73.26% voting share, whereas three financial creditors having 22.35% voting share have voted against the resolution plan and members having 4.39% voting share, abstained from voting. As per the CoC, the plan meets the requirement of being viable and feasible for revival of the Corporate Debtor. By and large, all the compliances have been done by the RP and the Resolution applicant for making the plan effective after approval by this Bench.

47. On perusal of the documents on record, we are satisfied that the Resolution Plan is in accordance with sections 30 and 31 of the IBC and also complies with KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 regulations 38 and 39 of the CIRP Regulations, except in so far as extinguishment of personal guarantees are concerned.

48. As far as the question of granting time to comply with the statutory obligations and 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.

49. In case of non-compliance of this order or withdrawal of Resolution Plan, the amount already paid by the Resolution applicant towards performance guarantee is liable to be forfeited.

50. Subject to the observations made in paragraphs 47 to 48 supra, the Resolution Plan in question is hereby APPROVED by this Bench. The Resolution Plan shall form part of this Order.

51. The Resolution Plan shall binding on the Corporate Debtor and other stakeholders involved so that revival of the Debtor Company shall come into force with immediate effect.

52. The moratorium imposed under section 14 shall cease to have effect from the date of this order.

53. The Resolution Professional shall stand discharged from his duties with effect from the date of this Order.

54. The Resolution Professional is further directed to hand over all records, premises/factories/documents to the Resolution Applicant to finalise the further line of action required for starting of the operation. The Resolution Applicant shall have access to all the records/premises/factories/documents through the Resolution Professional to finalise the further line of action required for starting of the operation.

55. Liberty is hereby granted for moving any Application if required in connection with implementation of this Resolution Plan.

KOLKATA BENCH Orchid Barter Pvt. Ltd v. Skipper Homes Pvt. Ltd. IA (IB) No.716/KB/2020 and IA (IB) No.871/KB/2020 in CP (IB) No.846/KB/2019 56. A copy of this Order shall be filed in the Office of the Registrar of Companies, West Bengal, by the Resolution Professional.

57. IA (IB) No. 716/KB/2020, IA (IB) No. 871/KB/2020 and the main Company Petition, i.e., CP (IB) No. 846/KB/2019 shall stand disposed of accordingly.

58. The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Ld. Counsel for information and for taking necessary steps.

59. Certified copy of this Order be issued on demand to the concerned parties, upon due compliance.

60. File be consigned to the record.

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

Signed on this 11th day of February, 2021.

GGRB[LRA]

Resolution Plan (Amendment 4) :^k

Curtainman Online (P) Ltd (Resolution Applicant)

v

In the Matter of Skipper Homes (P) .td (Corporate Debtor)

Date -13 August 2020

CU )NLI|IE PVT. LTD. Pagel Director

Glossary

Term Definition Resolution Applicant Refers to Curtainman Online (P) Ltd Corporate Debtor Refers to Skipper Homes (P) Ltd Cr Abbreviation for Crores or Ten Million Financial Creditors Financial Creditors as defined by the Insolvency and Bankruptcy Code 2016 Operational Creditors Operational Creditors as defined by the Insolvency and Bank uptcy Code 2016 IBC, Code Abbreviation for Insolvency and Bankruptcy Code, 2016 IBBI Insolvency And Bankruptcy Board of India NCLT National Company Law Tribunal AA Adjudicating Authority Effective Date Date on which the National Company Law Tribunal approved the Resolution Plan Regulations Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations 2017

CURTAINMAN ONLINBPVT. LTD. 1^ Director

Declaration

Curtainman Online (P) Ltd (the Resolution Applicant) is interested to provide a Resolution Plan for Skipper Homes (P) Ltd (the Corporate Debtor). This Proposed Resolution Plan is based on the Information Memorandum and other details shared by the Insolvency Professional (Mr Mahesh Gupta)•

The Proposed Resolution Plan entails the following in compliance with Section 30 (2) of the Insolvency and Bankruptcy Code, 2016 read with Regulation 38 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulation, 2017.i

1)It provides for the payment of the Insolvency Resolution Process costs in a manner specified by the Board in priority to the payment of other debts of the Corporate Debtor' 2)It provides for the payment of the debts of the Operational Creditors in such manner as may be specified by the Board which shall not be less than the amount to be paid to the Operational Creditors in the event of a Liquidation of the Corporate Debtor under Section 53 3)It provides for the Management of the Affairs of the Corporate Debtor after approval of the Resolution Plan> 4)It provides for the Implementation, Implementation Schedule and Adequ^te Means of Supervision of the Resolution Plani 5)The Resolution Plan does not contravene any of the Provision of the Law for the time being in force| 6)The Resolution Plan conforms to such other requirements as may be specified by the Board 7)The Resolution Plan has dealt with the Interests of all Stakeholders, including Financial Creditors and Operational Creditors, of the Corporate Debtor in compliance with the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulation, 2017 8)The Resolution Applicant has the capability to implement the Resolution Plan 9)The Resolution Plan has the requisite provisions for approvals required and timelines for the same 10)The Resolution Plan has provisions for its effective implementation 11)The Resolution Plan is both Feasible and Viable 12)The Resolution addresses the Cause of Defaultj CURTAINMAN ONLINE PVT. LTD.

l*^Q

Table of Contents

1.0 Corporate Debtor Page 5 1.1 Background Page 5 1.2 Promoters and Board of Directors Page 6 1.3 Past Financial Snapshot Page 7 2.0 Resolution Applicant Page 15 2.1 Background Page 15 2.2 Promoters and Board of Directors Page 16 2.3 Shareholding Pattern Page 16 2.4 Business Plan for the Corporate Debtor Page 16 3.0 Proposed Resolution Plan Page 17 3.1 Summary of Payments in Resolution Plan Page 17 3.2 Treatment of Resolution Process Costs Page 18 3.3 Payment to Financial Creditors 3.31 Secured *^'-. Page 19 3.32 Unsecured Page 20 3.4 Payment to Operational Creditors Page 21 3.5 Other Liabilities (including Contingent Liabilities) Page 22 3.6 Management of CD Post Approval of Plan Page 23 3.7 Term of Resolution Plan Page 24 3.8 Implementation & Supervision of the Resolution Plan Page 25 3.9 Source of Funds Page 26 4.1 Relinquishment / Waiver of Liabilities Page 27 4.2 Retention of Existing Rights / Licenses / Registrations / Page 28 Approvals / Leases 4.3 Benefits to All Stakeholders Page 29 4.4 No Objection Certificate Page 30 4.5 Non-Contravention Clause Page 31 4.6 Details of Other Connected Persons to Resolution Applicant Page 32 4.7 Projected Financial Performance of the CD for Five Years Page 33 4.8 Certain Details of the Resolution Applicant & Other Connected Page 34 Persons 4.9 No Disqualification under Sec 29 A of IBC Page 35 4.10 Compliance with the Code Page 36 CURTAINMAN ONLINE PVT. LTD.

Director

1.0Corporate Debtor

1.1Background

Company Name Skipper Homes (P) Ltd Constitution Private Limited Company U51109WB2006PTC109299 ' CIN Registered Office 16 F East Topsia Road, First Floor, Kolkata 700 046 Date of Incorporation 11 May 2006 Business Products / Services Seller of Furnishings & Fabrics Skipper Homes Private Limited (SHPL) was incorporated on 11.05.2006 in ^he name of "TARAMAA VYAPAAR PRIVATE LIMITED." Subsequently the name was changed to "SKIPPER HOMES PRIVATE LIMITED" on 27.06.2013 and fresh certificate of incorporation was^ssued by the Registrar Of Companies. SHPL is engaged in trading in textile sector as whole-seller in the Home Furnishings Products in India. The Company deals in variety of furnishing products like, Curtain Fabrics, Readymade Curtains, Cushion Covers, Bed Linen, Pillows & Cushions etc. j The Company maintains and supplies varieties of these products to whole-sellers / retailers mainly concentrated in West Bengal & nearby areas. Company's sales comes from retail Tailors, other traders as well as from Skipper Furnishings (P) Ltd & Skipper Textiles (P) Ltd, Group Companies engaged in retailing of all these products. The Company maintains its inventory primarily at a rental godown at Bansuri Housjng Society, 4 Ahailya Nagar, Sonarpur, Mukundapur, South 24 Parganas, West Bengal, 700099. I /""^ CURTAINMAN ONLINE PVT. LTD.

ODirector

1.2 Promoter & Board of Directors

At present, the Board of Director comprises Mr Kamlesh Agarwal and Mr Shonak Agarwjal. No Name Designation DIN No 1 Kamlesh Agarwal Director 00384350 2 Shonak Agarwal Director 02760383

The Shareholding is as below: No Name No of Shares Percentage 1 Kamlesh Agarwal 6,980 22.52% 2 Shonak Agarwal 5,000 16.13% 3 Rashmi Devi Agarwal 2,000 6.45% 4 Tanay Agarwal 5,000 16.13% 5 Pooja Agarwal 12,020 38.77% Total 31,000 100.00% ONLINE PVT. LTD.

u Director

1.3 Past Financial Snapshot (Financials as per Information Memorandum available)

Details of Fixed Assets as on October 21,2019

Particulars Amount in Rupees

Tangible Assets Showroom at Raghunathpur ** 30,36,029.00 Air Conditioner 19,913.80 Computer 4.80 Electric Fittings 26,993.70 Furniture and Fixture 7,62,690.60 Refrigerator 1,137.30 Motor Car 72,700.50 SignBoard 4,282.20 TOTAL 39,23,751.90 Notes: *Based on Provisional Financial Statement (Unaudited) as on 21.10.2019 received from the CD ** Showroom at Raghunathpur has been mortgaged to ICICI Bank Ltd as security for Financial Assistance provided to Group Companies-Skipper Textiles Pvt Ltd & Skipper Furnishings Pvt Ltd to the extent ofRs.30 crores.

Details of Non-Current Investments as on October 21, 2019

Description Book Value 1 (in Rs) 300000 Equity Shares of Skipper Furnishing Private Limited 1,37,75,000.00 225583 Equity Shares of Skipper Textiles Private Limited 77,77,915.00 Total 2,15,52,915.00 "Note: Based on Provisional Financial Statement (Unaudited) as on 21.10.2019 received from the CD.,

Details of Long Term Loans and Advances as on October 21, 2019

Description Book Value InRs Security Deposit (WBSEDCL) : 34,490.00 Security Deposit (CESC) 1,52,750.00 Total 1,87,240.00 n(?uii^MAN ONLINE PVT. .TD. Director

Details of Trade Receivables as on October 21,2019

Description Book Value (Rs.) Amit Commotrade P Ltd 900000.00 Avinandan Fashions Pvt Ltd 23759.00 Chorodia Commercial Pvt Ltd 592205.00 ENARAI COMMERCIAL PVT LTD 150833.00 FURNISHINGS 2293.00 HABIB ISLAM 171066.00 HI LIFE TRADERS PVT LTD 1853000.00 JAKIRALI 169176.00 MUKHTAR AHMED 123214.00 NASIM ALI 145821.00 OSCAR LIFE STYLE PVT LTD 3341781.00 SK. SALIM 3675.00 Sobhyata Trading Co Pvt Ltd 182295.00 Stellar Prop Hi Life Traders P Ltd (Dr) 1230682.00 SULTAN AHMED 269724.00 Suraj Dealcom Pvt Ltd 454900.00 Total 9614424.00 "Note: Based on Provisional Financial Statement (Unaudited) as on 21.10.2019 received from the CD.

Details of Cash and Cash Equivalents as on October 21, 2019

Description Book Value (Rs) Cash in Hand 246170.00 Balances with Scheduled Banks in Current Accounts 54857.78 Total 301027.78

Details of Short Term Loans and Advances as on October 21,2019

Description Book Value (Rs) Loan to Lingraj Trading 50,00,000.00 Loan to Trak Chemicals Pvt Ltd. 30,00,000.00 Loan to Twinkle Tie up Pvt Ltd. 20,00,000.00 Advance Paid to Flexicon Garments Pvt Ltd. 19,00,000.00 Debit Balance in Sundry Creditor A/c- Probai Merchants Pvt Ltd. 68,955.00 CGST/SGST/IGST (Net) Credit 14,91,458.56 Advance to Staff 16,210.00 Income Tax Appeal Fees 4,09,902.00 Security Deposit (Rent) 1,00,000.00 Total ^_ 1,39,86,525.56 LTD. Director

Details of Short Term Borrowings (Unsecured) as on October 21, 2019

Name of Lender Book Value (Rs) Short Term Loans from Related Parties (A) From Directors (Inst Free) Kamlesh Agarwal 2,60,06,510.40 Shonak Agarwal 2,36,24,587.00 Total(A) 4,96,31,097.40 (B) From Other Related Parties (Interest free) Kamlesh Agarwal HUF 65,000.00 '8,79,546.00 Tanay Agarwal Rashmi Agarwal 76,42,379.00 Total (B) 85,86,943.00 Total from related parties (C) A+B 5,82,18,040.40 (D) From non-related parties / Bodies Corporate Please refer ANNEXURE-A attached herewith.** 8,35,28,356.00 Total (E) A+D 14,17,46,396.40 "Note: Based on Provisional Financial Statement (Unaudited) as on 21.10.2019 received from the CD. I ** It is informed that No Interest has been provided in the books for last 2 years and payments made for interest have been debited to the Lenders Account, which has caused a difference between the outstanding amount as per Books and as Claimed / to be Claimed by the Lenders. As such, claimed amount by the lenders has been admitted by IRP/RP

Audited Financial Statements Summary of the Audited Financial Statement of the Corporate Debtor for the last two financial years i.e. for the year ended 31.03.2017 and 31.03.2018 Summary of Balance sheet'

As on 31.03.2018 As on 31.03.2017 Particulars Amount (Rs.) Amount (Rs.) Liabilities: Share capital 310000.00 310000.00 Reserves and surplus 4899685.45 3658245.31 Long Term Borrowings 21132036.84 23116302.79 Short Term Borrowings 97579894.40 73269292.40 Trade Payables 22024297.40 5142226.00 Other Current Liabilities 81847485.48 61165392.98 CURTAINMAN ONLINE FW. LTD Page 9 CA O

Short Term Provisions 436265.00 500931.00 Total Liabilities 228229664.57 167162390.48 Assets Non-Current Assets Fixed Assets (including Work in Progress) 20201882.00 20510756.00 Non Current Investments 2177915.00 2177915.00 Long Term Loans & Advances 187240.00 16552750.00 Non-current Assets (A) 22567037.00 39241421.00 Current assets Inventories 85507741.00 56937209.00 Trade Receivables 32081836.50 4793058.00 Cash and Cash Equivalents 13795283.07 16809421.73 Short Term Loans and Advances 74277767.00 49381280.75 Current Assets (B) 205662627.57 127920969.48 Total (A+B) 228229664.57 167162390.48 nary of Profit and Loss account

As on 31.03.2018 As on 31.03.2017 Particulars • Amount (Rs) Amount (Rs) Revenue from operations 64995778.24 36916520.00 Other income 5960951.00 3866951.70 Profit from sales of (and 0.00 2275)557.00 Prior Period Income 0.00 230844.00 Total income 70956729.24 43289872.70 I Expenditure: Purchases 77432458.04 44311J179.70 Changes in Inventories (28570532.00) (21656228.00) Employee Benefits Expenses 3058797.00 2572943.00 Financial Costs 15032448.95 14694776.47 Depreciation 308874.00 334358.00 Other Expenses 2009165.11 482601.19 Prior Period Expenses 0.00 0.00 Total Expenses 69271211.10 40739630.36 CURTAINMAN ONLINE tor

Profit / (-) before tax 1685518.14 2550242.34 Provision for Taxation 444078.00 573088.00 Net profit / (-) Loss for the year 1241440.14 1977154.34

Audited Financial Statements for the FY 2018-19 and Provisional Financial Statements for Current Financial Year made up to 21.10.2019 (the date of admission for CIRP)

Summary of Balance Sheet

As on 21.10.2019 As on 31.03.2019 Particulars (Provisional) (Audited) Amount (Rs.) Amount (Rs.) Liabilities: f Share capital 310000.00 310000.00 Reserves and surplus 11741923.71 13384242.32 Long Term Borrowings 0.00 18118102.00 Short Term Borrowings 141746396.40 121103211.40 Trade Payables 890187.90 533124.40 Other Current Liabilities 21417082.54 300039(49.54 Short Term Provisions 21995(06.00 Total Liabilities 176105590.55 185652135.66 Assets Non-Current Assets Property, Plant & Equipment 3923751.90 4188309.00 Non Current Investments 21552915.00 21552915.00 Long Term Loans & Advances 187240.00 187240.00 Non-current Assets (A) 25663906.9 25928464.00 Current assets ! Inventories 126539706.31 126883452.89 Trade Receivables 9614424.00 18988804.50 Cash and Cash Equivalents 301027.78 655151.25 Short Term Loans and Advances 13986525.56 13196263.02 Current Assets (B) 150441683.65 159723671.66 Total (A+B) 176105590.55 185652135.66 ONLI^E PVT. LTD. d Director

Summary of Profit & Loss Accounts

As on 21.10.2019 As on 31.03.2019 Particulars (Provisional) (Audited) Amount (Rs.) Amount (Rs.) Revenue from operations 15241032.03 40432381.08 Other income 11536.00 3490445.00 Total income 15252568.03 43922826.08 Expenditure: Purchases 15025775.90 75230390.35 (413757^1.89) Changes in Inventories 343746.58 Employee Benefits Expenses 636500.00 19138^3.00 Financial Costs 0.00 3628565.45 Depreciation 264557.10 285689.00 Other Expenses 361774.06 8828053.30 Prior Period Expenses 86163.00 0.00 Total Expenses 16718516.64 48510879.21 Profit / (-) before tax (1465948.61) (4588053.13) Add:Exceptional Items Profit on sales of Property, Plant & Equipments 0.00 158367 S3.00 (1465948.61) 11248729.97 Less: Extra Ordinary Items: Property, Plant & Equipments Written off 0.00 564657.00 (1465948.61) 10684062.87 Provision for Taxation 176370.00 2199506.00 Net profit / (-) Loss for the year (1642318.61) 8484556.87

Claims of Creditors

Details of Operational Creditor's Claims as on 21-01-2020

No Names of the Creditors Amount claimed Claim admitted InRs InRs 1 Dy. Commissioner of Income Tax, Central 1,03,38,691 ip,38,691 Circle 2(3), Kolkata ONLINE PVT. LTD. Director

Total 1,03,38,691 1,03,38,691

Details of Financial Creditors' Claims as on 21.01.2020

No Name of Creditors Amount of Claim Amount Admitted 1 Jalan Projects & Merchants Pvt Ltd 16,63,257.00 16,63,257.00 2 Tatpar Vyapaar Pvt Ltd 1,07,38,705.00 1,07,38,705.00 3 Twenty First Century Auto Locks Pvt Ltd 54,31,686.00 54,31,686.00 4 Orchid Barter Pvt Ltd 75,60,958.00 75,60,958.00 5 Abhashree Projects Ltd 26,93,602.00 26,93,602.00 6 Appear Commotrade Pvt Ltd 28,00,580.00 28,00,580.00 7 Ess Pee Sarees Pvt Ltd 1,12,11,066.00 1,12,11,066.00 8 Kams Decor LLP (Formerly Cityzen Vyapaar 28,85,480.00 28,85,480.00 LLP) 9 Kasturi Commodeal Pvt Ltd 30,68,827.00 30,68,827.00 10 Liberal Distributors Pvt Ltd 30,68,827.00 30,68,827.00 11 Aastha Tradecom Pvt Ltd 26,14,186.00 26,14,186.00 12 Vanatge Distributors Pvt Ltd 26,14,186.00 2^,14,186.00 13 Singhi Finalease Pvt Ltd 10,88,081.52 10,88,082.00 14 Pawan Industrial Corporation Pvt. Ltd. 10,86,548.00 10,86,548.00 15 Amex Properties Pvt Ltd 10,95,125.00 10,95,125.00 16 Hanuman Trading & Feeds Pvt Ltd 15,46,603.00 15,46,603.00 17 Sarthak Vinimoy Pvt Ltd 8,96,626.00 8,96,626.00 18 Shree Balaji Transport & Roadways Pvt Ltd 2,00,00,000.00 2,00,00,000.00 19 Aditya Birla Finance Limited** 2,07,76,343.00 2,07,76,343.00 Total Financial Creditors (#) 10,28,40,686.52 10,28,40,686.52

** The Term Loan from Aditya Birla Finance Ltd is secured by way of exclusive hypothecation of current assets of the Company and also by way of equitable mortgage of residential property of Mr Kamlesh Agarwal, a director of the Company. Personal Guarantees of Mr Kamlesh Agarwal, Mr Tanay Agarwal And Mr Shonak Agarwal have also been provided.

(#) All other Claimants (other than Aditya Birla Finance Ltd.) loans are Unsecured.

Details of Employees / Workmen Claims as on October 21,2019.

No Claims have been received from the Employees/Workmen of the Corporate

LTD. cM Director

Details of all material litigation and an ongoing investigation or proceeding initiated by Government & statutory authorities {It):

Material Litigation: No Names of the Litigation filed by and Subject matter of Amount authority where name of opposite the case and Involved litigation is pending party/ies amount involved, (Rs) if any

1 Income Tax Dept Appeal filed by CD Demand for AY - 1,03,38,691.00 against demand order of 2015-16 and 16-17 Income tax Dept.

The Demand from the Income Tax Department has been appealed against which is still pending. I Besides above, there are certain pending demand/ notices under section 138 of t^ie negotiable instrument act from financial creditors which have been suitably replied.

ttNote: The analysis and findings delineated in this report are specifically based on d >cuments and information provided by the Management ofSHPL.

Reasons for Stress

Whilst the Company's operation has been good all these years, the Management of tjhe Corporate Debtor attributes the following reasons to the current crisis of the CD.

•Slowdown in sales due to Impact of demonetization in 2016 •Slowdown in sales due to Implementation of GST for the first time in the textile sector •Obsolete stock fetching very low realization resulting in huge losses in 2018-19 •General slowdown in the economy •Change in format of business from inventory to catalogue based e pvt. ltd.

Director

2.0 Resolution Applicant

2.1 Background

Company Name Curtainman Online (P) Ltd Constitution Private Limited Company CIN U51909WB2009PTC133724 Registered Office 16F, EastTopsia Road, First Floor, Kolkata 700 046 Date of Incorporation 12 March 2009 Business Products / Services Retailing and Trading

The Company maintains and supplies varieties of these products to whole-sellers / r^tailers mainly concentrated in West Bengal & nearby areas. Company's sales is from retail Tailors, otjher traders as well as from Skipper Furnishings (Pj Ltd & Skipper Textiles (P) Ltd, Group Compani^s engaged in retailing of all these products.

The Balance Sheet and Profit and Loss Detailed for the Resolution Applicant have been earlier submitted along with the Expression of Interest.

LTD.

ector

2.2 Promoters & Board of Directors

The responsibility of the overall administration of the organization rests with the Board of Directors. The Board presently comprises:

Name Designation MrTanay Agarwal Director

MrShonak Agarwal Director

2.3 Shareholding Pattern

No Name Address No. of Shares %of Holding 1 Shonak Agarwal P547, Block N, New Alipore, Kol 10,000 4% 700053 2 Titanium Tieup (P) Ltd* 77 Elliot Road, Ground Floor, 240,000 96% Kolkata 700 016 Total 250,000 100% ^Holding Company of Curtainman & Associate Company of Skipper Homes (P) Ltd

2.4 Business Plan for Corporate Debtor

The Resolution Applicant has a business that is very similar to the of the Corporate Debitor - they are both into Retailing of Textile products, specifically Furnishings. As such, the Resolution ^pplicant finds the Business of the CD to be a logical fit into that of its Current Business Operations.

We will run the Business as a separate business entity to start with. We shall be able to achieve Economies of Scale by including the business of the CD into our own Operations. We plan to have a Common base for Purchase, Admin, Finance and Accounts for both the entities, reduaing Overhead Costs and bringing in synergies of Operations. We shall cross-sell the products of the ^ompanies to Customers of both the Companies, bringing in more business and profits per customer.

At some point of time, we will re-brand both the entities as one while keeping their legal status separate. This will continue till we have achieved significant cost benefits from the Common Business Platform. We may, at some time in the future, decide to merge the entities to pomplete the lntegration-CURJAINMAN ONLINE PVT. LTD.

V)^^ Director

3.0 Proposed Resolution Plan

3.1 Summary of Payments in the Resolution Plan

Due Amount Payment in inRs Resolution Plan In Rs Corporate Insolvency Resolution Process Cost 35,00,000 35,00,000 Workers/ Employees Liability Nil Nil Financial Creditors Secured 2,07,76,343 i 83,10,537 Unsecured 9,49,97,982 3,79,99,193 1 Operational Creditors 1,24,89,728 6,24,486 Other Known / Unknown / Contingent Liabilities Unknown 5,00,000 Fresh Investment in CD for Revival NA : 25,00,000 Total 13,07,64,053 5,34,34,216

We propose to pay the CIRP Cost in priority over the other Creditors. In other words, Rs 35 lakhs (assumed) shall be paid towards CIRP Cost - if the actual amount is more, then the Total Investment shall increase by that amount. If the actual amount is less, then the Total Investment Amount shall reduce by that much.i There is no liability on account of Workers / Employees dues as per the Information Memorandum. We propose to pay Rs 83,10,537 to the Secured Creditors and Rs 3,79,99,193 to the Unsecured Financial Creditors. The Operational Creditors are proposed to be paid Rs 6,24,486 in total. We propose to provide Rs 5 lakhs in total for the Past and Present Known / Unknown / Contingent Liabilities (including interest, penalties etc, if any) - the payment shall be made as and when the Liabilities mature. In case some or all of the Contingent Liabilities do not mature, the balance amount shall remain with the Corporate Debtor to be used for general Corporate Purposes. In case the amount happens to be more than Rs 5 lakhs, the amounts that come after Rs 5 lakhs shall stand extinguished / paid and the liability of the Resolution Applicant shall not be more than Rs 5 lakhs for this head. We propose to infuse Rs 25 lakhs into the CD for its financial revival.j As mentioned in Point 1.3, the CD has Financial Dealings and Contracts with ICICI Bank-we propose to continue the relationship as before and propose no changes / alterations. ^ JNMAN ONLINE PVT. LTD.

Director

3.2 Treatment of Resolution Process Costs

The amount of the Resolution Process Costs (CIRP Cost) has been assumed to be Rs 351 lakhs in total. We Propose to pay the entire amount of CIRP Costs in priority to the repayment of other Debts. If the Resolution Process Costs are higher than Rs 35 lakhs, our total Investment amount shall increase by that amount, if it is less, the total Investment shall reduce by that amount.j IN ONLINE PVT. LTD. A- J Director

'?-••

' ^ *-%,

3.3 Payment to Financial Creditors

3.31 Financial Creditors - Secured

No Name of Creditors Amount of Amount to be Admitted Claim I Paid ! InRs InRs 1 Aditya Birla Finance Ltd 2,07,76,343 83,10,537 Total Secured Financial Creditors 2,07,76,343 83,10,537

We propose to pay a total of Rs 83,10,537 to the only Secured Financial Creditor, a pa^ment of 40% to the admitted claim amount. If the Secured Financial Creditor does not consent to the Resolution Plan, we confirm payment of Liquidation Value u/s 53 to the Secured Financial Credito^ as detailed in Sec 30 (2) (b)(ii).

Detailed repayment schedule is given in Sec 3.9.

CURWINMAN ONLINE 'VT. LTD. 2 Director

3.32 Financial Creditors - Unsecured

No Name Amount Admitted Amount to be inRs Paid in Rs 1 Jalan Projects 8i Merchants Pvt Ltd 16,63,257 6,65,303 2 Tatpar Vyapaar Pvt Ltd 1,07,38,705 42,95,482 3 Twenty First Century Auto Locks Pvt Ltd 54,31,686 21,72,674 4 Orchid Barter Pvt Ltd 75,60,958 30,24,383 5 Abhashree Projects Ltd 26,93,602 10,77,441 6 Appear Commotrade Pvt Ltd 28,00,580 11,20,232 7 EssPeeSareesPvtLtd 1,12,11,066 44,84,426 111,54,192 8 Kams Decor LLP (Formerly Cityzen Vyapaar 28,85,480 LLP) 112,27,531 9 Kasturi Commodea! Pvt Ltd 30,68,827 10 Liberal Distributors Pvt Ltd 30,68,827 \ 12,27,531 11 Aastha Tradecom Pvt Ltd 26,14,186 10,45,674 12 Vanatge Distributors Pvt Ltd 26,14,186 r 10,45,674 13 Singhi Finalease Pvt Ltd 10,88,082 4,35,233 14 Pawan Industrial Corporation Pvt. Ltd. 10,86,548 4,34,619 15 Amex Properties Pvt Ltd 10,95,125 4,38,050 16 Hanuman Trading & Feeds Pvt Ltd 15,46,603 6,18,641 17 Sarthak Vinimoy Pvt Ltd 8,96,626 3,58,650 18 Shree Balaji Transport & Roadways Pvt Ltd 2,00,00,000 80,00,000 19 Trimurti Garments (P) Ltd 24,33,638 9,73,455 20 Chitrapuri Merchants (P) Ltd 15,00,000 6,00,000 21 Divine Nirman (P) Ltd 10,00,000 4,00,000 22 Vaib Shree Finvest (P) Ltd 10,00,000 4,00,000 23 Renault Technology (P) Ltd 15,00,000 6,00,000 24 Mojika Steel (P) Ltd 15,00,000 6,00,000 25 Indivar Properties (P) Ltd 25,00,000 10,00,000 26 Chiki Finance (P) Ltd 15,00,000 6,00,000 Total Unsecured Financial Creditors 9,49,97,982 3,79,99,193

We propose to pay Rs 3,79,99,193 out of the admitted amount, that is, 40% of the total amount admitted. If the Financial Creditors do not consent to the Resolution Plan, we confirm payment of Liquidation Value u/s 53 to the Secured Financial Creditor as detailed in Sec 30 (2) (b)(ii.

Detailed repayment schedule is given in Section 3.9. O^BttlNMAN ONLINE PVT. LTD (J \Director

3.4 Payment to Operational Creditors

No Names of the Creditors Amount claimed Amaunt to be /due paid InRs InRs

1 Dy. Commissioner of Income Tax, Central 1,03,38,691 516,935 Circle 2(3), Kolkata 2 Ditsa Enterprise (Trade Payable) 1,69,646 8,482 3 Madma Fincorp Ltd 22,579 1,129 4 Income Tax for AY 2019-20 due 17,98,387 89,919 5 Alok Agarwal 55,100 2,755 6 K S Bothra & Co 19,360 968 7 Mohini Agarwal 69,100 3,455 8 Ramesh KrSaraogi 16,865 843 Total 1,24,89,728 6,24,486

We propose to pay Rs 6,24,486 to the Operational Creditors that amounts to 5% of the Outstanding claims/dues. Payment schedule is given in Sec 3.9.I Where any amounts have been paid by the CD in advance to the Income Tax Department, the advance amount already paid shall be reduced from the amount to be paid. For example, if an advance amount of Rs 4 lakhs has been paid to Dy Commissioner of Income Tax, the amount to be paidiof Rs 516,935 shall be reduced by Rs 4 lakhs to Rs 116,935. In case the Advance amount exceeds the amount to be paid, the excess amount is to be refunded by the Income Tax Authorities.

Liquidation Value Due to Dissenting Financial / Operational Creditors As per Section 30 (2)(b) of IBC, a Resolution Plan shall provide for the payment of the debts of Dissenting Financial Creditors / Operational Creditors in such manner as may be specified by the Board which shall not be less than the amount to be paid to the Operational Creditors in tjhe event of a Liquidation of the CD under Section 53. The Resolution Applicant assumes that the Liquidation Value due to the Operational Creditors is NIL. However, it proposes to make certain payments to the Operational Creditors as per the Plan. The Resolution Applicant proposes to make payment towards the admitted claims of the Operational Creditors as per the aforesaid Provisions which shall not be less than the Liquidation Value due to the Operational Creditors, if any. For Financial Creditors who vote against the Plan, we confirm that we shall pay at least t ie Liquidation Value due to them in case Liquidation of the CD had happened under Sec 53. DNL/NE PVTnJD.

Director

3.5 Other Liabilities (including Contingent Liabilities)

We propose to pay Rs 5 lakhs in total against the Contingent and Other Known / Unknown Liabilities of the Corporate Debtor. The payment shall be made as and when the Liabilities are known / mature. In case some or all of the liabilities fail to mature, the amount shall remain with the Corporate Debtor to be used for general Corporate Purposes.

3.6 Management & Control of the CD Post Approval of the Plan

After the Approval of the Resolution Plan by the Adjudicating Authority, the CD shall be immediately taken over by the Directors of the Resolution Applicant who shall run the CD as a going concern and shall be responsible for running and managing the affairs of the CD.

Once the Resolution Plan has been approved by the AA, the Resolution Applicant shall transfer the Equity subscription amount of Rs 25 lakhs in the designated bank account of the CD in the form of Share Application Money for subscription to the Promoter Equity Shares. Fresh Equity Shares shall be issued and allotted to the Resolution Applicant, free from all encumbrances.

It is clarified that the Order of the AA approving the Resolution Plan shall constitute adequate approval for issuance of Promoter Equity Shares under Section 42 and 62 of the Companies A^t and other applicable laws and no approval / consent shall be required from any other person / a^thority.

Apart from the above Promoter Equity Shares, all the existing Equity Shares of the cb prior to the Effective Date shall be cancelled and reduced in their entirety without requiring any further act, instrument or deed by virtue of the Order of the AA approving this Resolution Plan. The Share Certificates held by these shareholders shall be cancelled and shares of the CD held by any of the Shareholders in demat form shall stand cancelled by appropriate corporate action. Following the cancellation and reduction of the share Capital of the CD as stated above, the CD shall not be required to add the words "and reduced" as suffix to its name.

It is clarified that the aforesaid Cancellation and Reduction of the Share Capital of the CD shall be affected simultaneously with the issuance and allotment of Equity Shares to the Promoters as part of the Order of the AA approving the Resolution Plan and no separate action under ,ec 66 of the Companies Act shall be necessary.

No compensation shall be paid to the Promoters / any other Shareholder on cancellation of their Shareholding in the CD. Following the cancellation of the Shareholding, all rights, entitlements, liabilities arising out of or relating to any dues from any person who held such Equity Shares shall be permanently extinguished.

Post Cancellation and Reduction of Equity Share Capital as mentioned above, the Issu^d, Subscribed and Paid Up Capital of the CD shall be as below:

Issued, subscribed and paid up Capital 2,50,000 shares of Rs 10 each Rs 25,00,000

N ONLINE PVJ. LTD.

Director

3.7 Term of Resolution Plan

We Propose to complete the Resolution Plan within 34 months of Approval by the AA. i|he Details are given in the subsequent Section - Implementation and Supervision of Plan

Going Concern Concept As per the Proposed Resolution Plan, business of the Corporate Debtor shall continue as a going concern and the Operations of the CD shall be continued in the normal course upon implementation of the Proposed Resolution Plan. The Resolution Applicant shall reform the Organizatipnal Structure of the CD and accordingly shall retain those employees of the CD who have requisite sk|ll sets and are integral to the future growth plans of the CD.

3.8 Implementation & Supervision of the Resolution Plan

The implementation of the Approved Resolution Plan shall be carried out by the new Promoters of the CD and the Supervision of the Approved Resolution Plan will be carried out by the Monitoring Committee that shall comprise of the representatives of the Financial Creditors and the Directors of the CD post the approval of the Resolution Plan by the AA. We propose the following Members in the Monitoring Committee, subject to the approval of the CoC: 1)TheRP 2)One Director of the Resolution Applicant 3)One Representative of the Financial Creditors

We propose to deploy sales people in greater numbers to ensure sales at better price realisations. We will not carry Inventory of Goods with us but shall carry out Catalogue Sales in which o^dering of the Goods shall be done only on receipt of Order - this shall ensure reduced Working Capital and reduce chances of Depletion in Value of Stocks. Better Inventory and Finance Management is cey to success in today's competitive World. In view of the above, the Resolution Applicant wishes to confirm the following: 1)The Resolution Plan addresses the cause of the Default 2)The Resolution Plan is feasible and viable 3)The Resolution Plan has provisions for its effective implementation 4)The Resolution Plan has provisions for approvals required and the timeline for he same 5)The Resolution Applicant has the capability to implement the Resolution Plan

ILINEPYUTD.

Director

3.9 Sources of Funds

The Resolution Applicant shall induct funds into the CD by way of Infusion of Equity Capital (as mentioned earlier). Further funds shall be given to the CD as a Loan / in the form of Debenture subscription / and so on. The repayment plan is detailed as below:i

Payment in Payment Time Period Resolution (after AA Approva1) Plan InRs Corporate insolvency Resolution 35,00,000 Within 30 days Process Cost Workers Liability Nil NA

Financial Creditors Secured 83,10,537 Payment in 10 Equal Instalments - First within 30 days, Second in 7 months, Third in 13 months, Fourth in 16 months and subsequent Instalments in gaps of 3 months - completely in 34 months Unsecured 3,79,99,193 Payment in 10 Equal Instalments - First within 30 days, Second in 7 months, Third in 13 months, Fourth in 16 months and subsequent Instalments in gaps of 3 months - completely in 3^1 months

Operational Creditors 6,24,486 Within 30 days

Other Known / Unknown / 5,00,000 As and when required Contingent Liabilities

Fresh Investment in CD for Revival 25,00,000 Within 120 days

Total 5,34,34,216

The Cash Flow planning is as below: We have available Rs 110 lakhs as Cash and Cash equivalents in the Books of the Resolution Applicant - copy of Proof of Funds given separately. An amount of Rs 25 lakhs shall be infused immediately into the CD as equity and another Rs 85 lakhs shall be given as a Loan (without interest). Thi^ amount of Rs 110 lakhs shall be used to clear the following liabilities: 1)CIRP cost of Rs 35 lakhs 2)Operational Creditors of Rs 6,24,486 3)First Instalment to Secured Financial Creditor of Rs 8,31,054 4)First Instalment to Unsecured Financial Creditors of Rs 37,99,919 5)Fresh Investment in the CD for Revival - balance In the near future, we plan to sell some stocks of the CD in the Market through our Sales Counters to garner at least Rs 250 lakhs. In addition, we have given unsecured loans in excess of Rs 100 lakhs that LTD.

Director we have already requested to be returned - this amount of Rs 350 lakhs shall be available to repay the balance amount to be paid to all Creditors of the CD. An Undertaking to this effect has been arranged from our Group Company for sales of the above amount and a similar' lleetttteer has been arranged from our Financial Debtor for return of the amount. The Balance amounts of repayments shall happen from the Profits of the CD once tur^around in its Financial Position has happened.

4.1 Relinquishment / Waiver of Liabilities

The following liabilities, if any, as on / within CIRP shall stand relinquished / extinguh hed / waived after the approval of the Proposed Resolution Plan by the CoC members and the AA:

All Corporate / Performance Guarantees issued by the CD in favour of or on behalf of any of its subsidiaries, associates, group companies or any third party unless otherwise mentioned All securities including Guarantees provided by Directors /Third Party on behaf of the CD All the dues of the CD to related parties ^, !w. '^j^ V;., All the Contingent Liabilities of the CD '* ! All the Statutory dues / Government dues of the CD other than payment of amo^nt mentioned in the Resolution Plan All the Current Liabilities of the CD other than those covered under the Resolut on Plan All the Litigations / Claims / Suits / legal proceedings (including under S^c 138 of the Negotiable Instruments Act) against the CD / Directors should be withdrawn byiFC / OCs once the Resolution Plan has been approved by the AAI Any Operational / Other dues pertaining to any previous transaction or operation or activity whether crystallised or not as on CIRP date would stand extinguished as part of ^he Resolution Plan

The Resolution Plan once passed by the AA would be binding on all the stakehold^rs of the CD, Statutory Authorities, Third Parties, Current Related Parties of the CD / Others as may be required. CUR^NMAN ONLINE PVT. LTD. fy^ae.-*^- u Director

4.2 Retention of Existing Rights / Licenses / Registrations / Approvals / Leases

•All the Existing Statutory Rights, Licenses, Registrations, Approvals, Leases, pern its, and so on shall remain in force upon the Approval of the Proposed Resolution Plan •All Licenses / Registrations / Approvals / Leases that are pending / have beer suspended / cancelled are to be renewed / continued as the case may be Director

•%,

4.3 Benefits to All Stakeholders

Financial Creditors The Financial Creditors get confirmed payment to clear their liabilities - there is no need'for prolonged litigation or an expensive Liquidation proceeding. In case, the Secured Financial Creditor shall vote against the Plan, we will give them the Liquidation Value.

Operational Creditors Payments to be made to Operational Creditors as against Liquidation Value (assumed) N I - they would have received nothing if the Company would have gone into Liquidation

Corporate Debtor•<sf*:"-% "*'^'- *;'<• *, ""^•,'-'.-:> ^^ The CD continues as a going concern with its vendors and customers continuing to en oy busir continuity is the essence of the growing Economy

Employees The Resolution Applicant shall endeavor to retain most or all of the Employees of the < D resulting in continuity of Work and job security fe•, ^^ --••-(tyT LTD.

Director

4.4 No Objection Certificate

No Dues Certificate shall be issued by the Existing Financial Creditors of the CD post repayment as proposed in the Resolution Plan. This shall relieve the Company and its Directors of any liability on this account.

The Financial Creditors shall also release all the Securities over which charge is c eated in their favour

•The Financial Creditors shall also withdraw all cases / litigations against the C D / Director / Guarantor in all Fora once the proposed scheme is approved by the AA .j,

•The Existing Lenders shall issue No Objection Certificate for any further Debt / Equity / Fund Raising and cede / release charge as required

All Other Lenders / Creditors shall also withdraw all proceedings / cases / suits/ < ther litigation against the CD / Director / Guarantor and issue No Dues Certificate

^ *^ ^ ^ CUff^^^lNMAN

Director

4.5 Non-Contravention Clause

The Resolution Plan does not contravene any of the Provisions of the governing aws, rules & regulations for the time being in force

The Resolution Plan conforms to all other requirements as have been specified by the Bcjard from time to time.

'%^ j

4.6 Details of Other Connected Persons to Resolution Applicant

The details of Other Connected persons of Resolution Applicant for the purpose of ver ication under Section 29 A of the IBC are as follows:

Name of the connected CIN/PAN Relation with Remarks Person Resolution Applicant Tanay Agarwal AJNPA4870C Director Shonak Agarwal APTPA5671H Director Kamlesh Agarwal ADCPA9884D Father of Director Skipper Textiles (P) Ltd U52190WB1986PTC041385 ^Associate Company Skipper Furnishings (P) Ltd U17299WB2004PTC099730 Associate Company Skipper Homes (P) Ltd U51109WB2006PTC109299 Associate Company Titanium Tie-up (P) Ltd U51101WB2010PTC148464 Holding Company rector

4.7 Projected Financial Performance of the CD for Five Years

Rs in lakhs Profit & Loss FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26 Statement

Total Income 400.00 500.00 625.00 790.00 1000.00 1225.00 Total Expenses 350.00 420.00 505.00 610.00 725.00 875.00 PBT 50.00 80.00 120.00 180.00 275.00 350.00 PAT 37.50 60.00 90.00 135.00 206.00 265.00 Balance Sheet FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26 Liabilities - Net Worth 62.50 122.50 212.50 347.50 553.50 818.50 Borrowings 400.00 350.00 300.00 200.00 100.00 : 0.00 Trade 10.00 15.00 20.00 25.00 30.00 35.00 Payables Others 0.00 0.00 5.00 5.00 5.00 10.00 Total Liabilities 472.50 487.50 537.50 577.50 688.50 863.50 Assets - Fixed 40.00 40.00 40.00 40.00 40.00 40.00 Assets Receivables 60.00 70.00 85.00 95.00 110.00 120.00 Inventory 157.50 162.50 197.50 227.50 323.50 488.50 - Other 215.00 215.00 215.00 215.00 215.00 : 215.00 Assets Total Assets 472.50 487.50 537.50 577.50 688.50 863.50 CUfTOttpAN ONLIN^ PVTMD

4.8 Certain Details of the Resolution Applicant and Other Connected Persons as required under Regulation 38(3) of IBBI (IRP for Corporate Persons) Regulations 2016

Information and Details required from a Resolution Applicant and other connected Persons under Regulation 38(3) of IBBI (IRP for Corporate Persons) Regulations 2016

Details Required Details about Resolution Applicant No 1 Identity of the Resolution Applicant Curtainman Online (P) Ltd 2 Identity of the Connected Persons to the As given in Point 4.6, Page 32 Resolution Applicant 3 Whether the Resolution Applicant has been No convicted for any offence during the preceding five years? 4 Are there any criminal proceedings pending No against the Resolution Applicant? 5 Is the Resolution Applicant disqualified to act No as a Director under the Companies Act 2013? 6 Whether the Resolution Applicant has been No identified as a willful Defaulter by any Bank or Financial Institution or Consortium with the Guidelines of the Reserve Bank of India? 7 Whether the Resolution Applicant has been No debarred from accessing to, or trading in, Securities Market under any Order or Directions of SEBI? 8 Whether the Resolution Applicant has Yes entered into any transactions with the Company in the preceding two years? 9 Are any of the following connected persons in The Resolution Applicant is of the same relation to the Resolution Applicant subject to Group as the Corporate Debtor. the disqualification criteria specified in Serial 1 No 1 to 8 above: The Corporate Debtor is aln MSME (a) Persons who are promoters or in the Enterprise and under Section 240 (a) of the Management or Control of the IBC, the Resolution Applicant is not Resolution Applicant ineligible under Section 29 A unless he is (b) Persons who will be promoters or in (i) Undischarged insolvent management or control of the (ii) Wilful defaulter business of the CD during the i implementation of the Resolution The Resolution Applicant is neither of the Plan; or above, and, is, therefore, not ineligible (c) Holding Company, Subsidiary under Section 29 A of tfie IBC Company, Associate Company and Related Party of the persons referred to in (a) and (b) (within the meaning of the Companies Act 2013)? (LINE PVT. LTD. QtJRT^^NMAN 0 M^ <-' Director

4.9 No Disqualification under Section 29 A of the IBC

The Resolution Applicant confirms that he is not disqualified under Section 29 A of IBC

A Specific Declaration in the form of an Affidavit has been submitted by the Resolution (Applicant and for Other Connected Persons regarding the eligibility under Sec 29 A of the Code

NMAN ONLINE PV. LTD.

D rector

4.10 Compliance with the Code

The Resolution Applicant is recording hereunder aspects pertaining to the compliance or conformity to the requirements to the Code for ease of reference and evaluation:

Section / Requirement Clause / Page No of Compliance Regulation the Resolution Plan .(Yes/No)

Section 29 A of As per Provisions contained in the said Clause 4.9, Page 35 Yes IBC Section Section 30 (2) of The Resolution Professional shall IBC examine each Resolution Plan received by him to confirm that each Resolution Plan- (a) Provides for the payment of Clause 3.2, Page 18 Yes Insolvency Resolution Process Costs in priority to the repayment of the other debts of the CD; Section 30 (2) of (b) Provides for the repayment of Clause 3.4, Page 21 Yes IBC debts of Operational Creditors in such manner as may be '"B specified by the Board which shall not be less than the amount to be paid in the event of Liquidation of the CD under Sec 53 or in the Resolution Plan whichever is higher, and provides for the payment of debts of financial creditors, who do not vote for the resolution plan,... which shall not be less than the amount to be paid to such creditors in accordance with Sec 53 (1) in the event of liquidation of the CD Section 30 (2)(c) (c) Provides for the Management Clause 3.6, Page 23 Yes of IBC of the affairs of the CD after approval of the Resolution Plan Section 30 (2)(d) (d) The Implementation and Clause 3.8, Page 25 Yes of IBC Supervision of the Resolution Plan Section 30 (2)(e) (e) Does not contravene any of Clause 4.5, Page 31 Yes of IBC the Provisions of the law for the time being in force CUR^INMAN ONLINE PVT. LTD. -—^ Director

Section 30 (2)(f) (f) Conforms to such other Clause 4.5, Page 31 Yes of IBC requirements as may be specified by the Board

Regulation 38 (a) Liquidation Value due to Clause 3.4, Page 21 Yes (l)oftheCIRP Operational Creditors and Regulations provide for such payment in i priority to any Financial Creditor (b) To the FCs who have a right to Clause 3.4, Page 21 '. Yes vote under section 21 (2) and did not vote in favour of the Resolution Plan, shall be paid in priority over FCs who voted I in favour of the Plan Regulation 38 (1A) A Resolution Plan shall include a Clause 4.3, Page 29 I Yes (lA)oftheCIRP Statement as to how it has dealt with Regulations the interests of all stakeholders, including Financial Creditors and Operational Creditors of the CD Regulation 38 (1) A Resolution Plan shall provide (2)(a)ofthe CIRP (a) The term of the plan and its Clause 3.7, Page 24 Yes Regulations implementation schedule Regulation 38 (b) The Management and Control Clause 3.6, Page 23 1 Yes (2)(b)ofthe of the Business of the CD CIRP during its term; and i Regulations Regulation 38 (c) Adequate means for Clause 3.8, Page 25 Yes (2)(c)ofthe Supervising its CIRP implementation Regulations Regulation 38 (a) It addresses the cause of (3) of the CIRP Default Regulations (b) It is feasible and viable (c) It has provisions for its effective implementation (d) It has provisions for approvals Clause 3.8, Page 25 Yes required and the timeline for the same and; (e) The resolution applicant has the capability to implement the resolution plan