Approval of Resolution Plan - Skylead Chemicals Limited

Order under Section 30(6) & 31 IBC, 2016 r.w. Reg 39(4) IBBI Reg 2016 IN THE MATTER OF: Tejas K Shah RP For Skylead Chemicals Ltd ........Applicant

Order delivered on: 06/12/2023 Coram: Mr. Shammi Khan, Hon’ble Member(J) Mr. Sameer Kakar, Hon’ble Member(T)

PRESENT: For the Applicant : For the Respondent :

ORDER

The case is fixed for the pronouncement of the order. The order is pronounced in open Court, vide separate sheet.

-SD- -SD- SAMEER KAKAR SHAMMI KHAN MEMBER (TECHNICAL) MEMBER (JUDICIAL)

BEFORE THE ADJUDICATING AUTHORITY NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD BENCH COURT-1 IA/917 (AHM)/2023 in CP(IB)/113(AHM)/2019

[ An application under Section 30(6) & 31 of the Insolvency and Bankruptcy Code,2016 r/w Regulation 39(4) of the Insolvency and Bankruptcy Board of India, Regulations, 2016]

In the matter of M/s. Skylead Chemicals Limited

Mr. Tejas K Shah, Resolution Professional of M/s. Skylead Chemicals Limited Having registered address at: B-201, Narayan Krupa Avenue, Opp. Prernatirth Derasar, Jodhpur, Satellite, Ahmedabad, 380015. … Applicant Order Pronounced On: 06.12.2023 CORAM: SHAMMI KHAN, MEMBER (JUDICIAL) SAMEER KAKAR, MEMBER (TECHNICAL) Appearance:

For Applicant(s) : Mr. Sumit Parikh, Adv. a/w. Ms. Aditi Sharma, Adv. : & Mr. Atul Sharma, Adv. Mr. Tejas Shah, PCA IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

[Per: Bench]

1. This application is filed by the Resolution Professional of Skylead Chemicals Limited (Corporate Debtor) under Section 30(6) and Section 31 of the Insolvency and Bankruptcy Code, 2016 (“Code”) r.w. Regulation 39(4) of Insolvency and Bankruptcy Board of India (Insolvency Process of Corporate Persons) Regulations, 2016 seeking the following prayers: a. Your lordship may be pleased to allow the present application; b. Your lordship may be pleased to approve final revised Resolution Plan dated 02.06.2023 along with its addendum dated 28.06.2023 and 14.07.2023 submitted by M/s. Rolence Pharma & Chemicals LLP; c. To approve the Resolution Plan approved by the Committee of Creditors in compliance with Section 30(6) and 31(1) of the Code read with Regulation 39 of the IBBI (Insolvency Resolution Process for Corporate Person) Regulations, 2016; d. Your Lordship may be pleased to grant any other relief or relief as may deem fit in the interest of justice.

2. It is stated that this Tribunal vide its order dated 30.11.2022 admitted the Corporate Debtor – Skylead Chemicals Ltd., to Corporate Insolvency Resolution Process (“CIRP”) in Company Petition No. 113 of 2019 filed by Financial Creditor - Stressed Asset Stabilisation Fund under Section 7 of the Code and thereby appointed

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

the Applicant herein as the Interim Resolution Professional (“IRP”) of the Corporate Debtor.

3. It is stated that the public announcement inviting the claims from all creditors of the Corporate Debtor was made in Form-A on 03.12.2022 wherein the last date for submission of claims was 14.12.2022.

4. It is stated that pursuant to the publication of Form-A dated 03.12.2022, the IRP collated the claims and constituted the Committee of Creditors (“CoC”) on 22.12.2022 and report certifying the constitution of CoC was filed before this Tribunal on 23.12.2022. Subsequently, the IRP filed a report certifying the re-constitution of the CoC, comprising of Stressed Assets Stabilization Fund (“SASF”), having 45.77% voting share and Gujarat State Financial Corporation (“GSFC”), having 54.23% voting share before this Tribunal on 24.03.2023. A copy of the same is annexed as Annexure- C at page no. 21-28 of this application.

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

5. It is stated that the 1st meeting of CoC was held on 28.12.2022 wherein the Applicant herein was appointed as Resolution Professional (“RP”).

6. It is stated that 2nd meeting of the CoC was held on 21.01.2023 wherein the CoC resolved to publish Expression of Interest (“EoI”) in Form-G. Accordingly, Form-G was published in Times of India (in English) and Divya Bhaskar (in Gujarati) and Financial Express (in English & Gujarati) on 25.01.2023 with the last date of submission of EoI as 09.02.2023. A copy of the publication of Form-G is annexed as Annexure F at page no. 53 of the application.

7. It is stated that 3rd meeting of CoC was held on 08.02.2023 wherein RP appraised the CoC that one email has been received from the Prospective Resolution Application (“PRA”) for the extension of time of EoI. Accordingly, the CoC resolved to extend the last date of EoI from 09.02.2023 to 20.02.2023. 8. It is stated that 4th meeting of the CoC was held on 20.02.2023 wherein the CoC gave approval for E-

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

valuation Matrix & Request for Resolution Plan (“RFRP”) and ratified the CIRP cost incurred by the Applicant.

9. It is stated that 5th meeting of the CoC was held on 12.04.2023 wherein the RP apprised the CoC that till 12.04.2023, three Resolution Plans were received from the following PRAs:- (i) Shiv Enterprise Jointly with Kudia Brothers, (ii) Prabodh Steel Pvt. Ltd., and (iii) Rolence Pharma & Chemicals LLP.

10. It is stated that 6th meeting of the CoC was held on 02.05.2023, wherein the CoC discussed the valuation report of the Corporate Debtor submitted by the registered valuers and further discussed the Resolution Plans submitted by the PRAs.

11. It is stated that in the 7th CoC meeting held on 12.05.2023, the CoC negotiated with the PRAs regarding the Resolution Plan submitted by them and to remove various non-compliance in respect of the Resolution Plan and requested the PRAs to increase their financial bid

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

substantially and submit revised Resolution Plan at the earliest.

12. It is stated that 8th CoC meeting was held on 24.05.2023 wherein the CoC with 100% voting share resolved to extend the period of CIRP by 90 days beyond 180 days. Accordingly, an application bearing, IA No. 625 of 2023 was filed before this Tribunal. This Tribunal vide its order dated 13.06.2023 extended the CIRP period by 90 days from 30.05.2023.

13. It is stated that 9th CoC meeting was held on 08.06.2023 wherein the RP apprised the CoC that out of 3 PRAs only 2 PRAs, being Prabodh Steel Pvt. Ltd., and Rolence Pharma & Chemicals LLP have increased the bid amount and submitted revised Resolution Plan.

14. It is stated that 11th CoC meeting was held on 30.06.2023 wherein the RP apprised the CoC about addendum to Resolution Plan received from 2 PRAs i.e., Prabodh Steel Pvt. Ltd. and Rolence Pharma & Chemicals LLP. In the said meeting, the CoC resolved to keep all the Resolution

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

Plans for e-voting for its approval. The e-voting of the said resolutions was kept from 01.07.2023 till 15.07.2023.

15. It is stated that in response to the clarification sought from the CoC, Rolence Pharma & Chemicals LLP submitted its addendum to RP vide its letter dated 14.07.2023. Further, it is stated that the Resolution Plan dated 02.06.2023 a.w. its addendum dated 28.06.2023 and 14.07.2023 submitted by Rolence Pharma & Chemicals LLP was approved by the CoC with 100% votes in favour. A copy of revised Resolution Plan dated 02.06.2023 a.w. addendum dated 28.06.2023 and 14.07.2023 is annexed as Annexure-R at page no. 148- 205 of the application.

16. It is stated that as per the Valuation Report, the Fair Value and Liquidation Value of the Corporate Debtor is Rs.3,11,23,885/- and Rs.2,17,61,385/- respectively.

17. It is stated that RP has preferred an application under Section 66 of the Code which remains sub-judice before this Tribunal. The Resolution Plan of Rolence Pharma &

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

Chemical LLP, as approved by CoC, provides treatment of the application under Section 66 of the Code as follows:- a. That if any proceeds or amount received from the reversal of transaction under Section 66 of the Code, shall be appropriated to the Secured Financial Creditors. b. That the application filed under Section 66 of the Code, shall be pursued by the Secured Financial Creditors and all such expenses pertaining to litigation shall be borne by the Secured Financial Creditors.

18. It is stated that this Tribunal vide its order dated 25.08.2023 had directed the Applicant to provide the chart showing the breakup of the various principal amounts disbursed, outstanding on the date of NPA, interest, penal interest, damages and other incidental charges added in the claims of the Financial Creditors and place on record details about voting results regarding approval of the Resolution Plan. Further, the RP was directed to obtain the detailed affidavit along with the proof of funds from the SRA.

19. In compliance of the order dated 25.08.2023, an affidavit under Inward Diary No. D3532 dated 13.09.2023 was filed placing on record the total outstanding of GSFC and IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

SASF of Rs.2,07,96,38,445/- and Rs.1,75,53,78,274 respectively as on 30.11.2022, details of e-voting results and further breakup of statements of claims/dues received from the various government and statutory bodies along with in principle letter received by SRA from Vipro Securities and Financial Limited at page 15 of the said affidavit.

20. It is stated that SRA has proposed to pay Rs.3.15 Crores out of which Rs.61.50 Lakhs are already deposited in the bank account of the Corporate Debtor through RTGS. The details of which are provided below:- Sr. Date Description Amount Mode of Payment No. 1 20.02.2023 At the time of 5,00,000/- Through RTGS submission of bearing UTR No. Expression of UCBAR52023022005 Interest (EoI) 2 11.04.2023 At the time of 25,00,000/- Through RTGS Submission of bearing UTR No. Resolution UCBAH23101527922 Plan 3 22.07.2023 Towards 31,50,000/- Through RTGS Performance bearing UTR No. Security ABHYR52023072107 Total 61,50,000

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

The remaining balance of Rs.2,53,50,000/- is to be paid within 90 days from the date of receipt of order.

21. In the said affidavit dated 13.09.2023, concerning the claim of Employee Provident Fund Organization (“EPFO”), Ahmedabad, it is stated that EPFO’s claim to the tune of Rs.7,54,634/- was not admitted on account of non-submission of the relevant documentary records and the said claim is not reflected in the books of accounts of the Corporate Debtor and is under verification.

22. It is stated that this Tribunal vide its order dated 09.10.2023 noted that:- “….Additional Affidavit filed under inward Diary No. 35232 dated 13.09.2023. On-going through the affidavit particularly page no. 10 which is the voting result for the CoC meeting held to approve the plan. It is seen that Resolution no. 1(c) for the approval of the Resolution Plan was approved with 100% voting shares. Similarly, another Resolution seeking liquidation of the Corporate Debtor was voted by the CoC with 54.23% shares of voting seeking liquidation of the Corporate Debtor. On perusal, it is seen that the CoC has given a fractured mandate which is seeking approval of the Resolution Plan as well as for liquidation of the Corporate Debtor which in our view is not correct.

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

CoC is to vote either to approve the Resolution Plan or to liquidate the Corporate Debtor. As regards the source of funds, the SRA has obtained in principle letter from Vipro Securities and Financial Services Limited. The same is attached at page no. 15 of the additional affidavit. On perusal it reveals that the said letter is not a firm commitment on behalf of the Financier. SRA is directed to obtain a firm commitment from the new financier. RP is directed to hold another COC meeting and to get a clear mandate on approval of the Resolution Plan by the CoC. RP may file the voting results along with firm commitment letter from new financier within a period of two weeks. RP seeks and is granted two weeks’ time to file additional affidavit to cover the above..”.

23. It is stated that in compliance of the order dated 09.10.2023, an additional affidavit under Inward Diary No. D4391 dated 03.11.2023 was filed. In the said affidavit it is stated that the RP duly conveyed the 13th CoC meeting on 17.10.2023 wherein the CoC by 100% voting share approved the Resolution Plan submitted by Rolence Pharma & Chemicals LLP and rejected the resolution for liquidation of the Corporate Debtor. Further, with respect to the firm commitment letter, it is stated that the RP vide its email dated 12.10.2023, 20.10.2023 & 30.10.2023 informed the SRA about the observation of this Tribunal and requested firm

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

commitment letter from New Financial for the source of funds. Subsequently, the SRA vide its email dated 03.11.2023 informed that the partner of SRA has a bank balance of Rs.1,96,30,534/- which will be duly utilized towards the source of funds and to that effect Bank Certificate evidencing the balance of the partner of SRA has attached as Annexure-C at page 17-19 of this additional affidavit.

24. The summary of the Resolution Plan is as under:- 1. Upon sanction of Resolution Plan, SKYLEAD CHEMICALS LIMITED will be under management of Resolution Applicants and Resolution Applicants will take over only the ‘Reset Financial Creditors’ and only ‘Reset Operating Creditors’ as per the terms and conditions of payment as envisaged in this Resolution Plan. 2. Change of Management by way of transfer and reshuffling of the Existing Share Capital comprising of Equity Shares of corporate debtor to the Resolution Applicants or any person nominated by Resolution Applicants. The Resolution Applicants shall decide the constitution of Board post of Approval of Resolution Plan. The Resolution Applicants shall have right to reconstitute the Board and to remove any of existing director or introduce new director as per their decision. The Decision of Resolution Applicants shall be final and any existing director or their heirs as the case may be shall not have any right to challenge the decision. Management / control / physical possession of the assets shall remain with the newly formed management as per the terms and conditions as envisaged in the Resolution Plan upon approval of resolution plan by IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

Adjudicating Authority. 3. The Resolution Plan ensures continuity of business of Corporate Debtor which preserves going concern valuation of the Corporate Debtor and also to develop market and generate adequate cash flow as compared to an asset under liquidation. 4. The other benefits are as under: a. Help to facilitate revival/rehabilitation of the SKYLEAD CHEMICALS LIMITED; b. Result in enhancing the scale of operations and reduction in overheads, administrative, managerial and other expenditure, operational rationalization, sharing of organizational efficiency and optimal utilization of resources; c. Expertise of Resolution Applicants to manage the business of CD and availability of talent pool and marketing personnel of the Resolution Applicants will enable to enhance the business operations and provide significant impetus to its growth and will give additional strength to the operations and management of the SKYLEAD CHEMICALS LIMITED. d. Restructured and re-financed entity be able to undertake larger expansion strategies and to tap bigger opportunities in the industry in domestic and overseas market; e. Consolidation of managerial expertise of the companies will facilitate greater focus and utilization of resources. 5. Pursuant to the amendment to Regulation 38 of the CIRP Regulations by the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (Third Amendment) Regulations, 2017 dated 7 November 2017, the prescribed details of the Resolution Applicants are provided in this Resolution Plan. 6. The principles to be followed for the accounting treatment of the Corporate Debtor after the Effective Date set out in the Resolution Plan (Accounting Provisions and Compliance). 7. Entire Resolution Plan: The Plan along with its Annexure constitutes IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

the entire resolution plan of the Resolution Applicants within the meaning of Section 30 of the Code and Regulation 38 of the CIRP Regulations and supersedes and cancels any prior oral or written plan, agreement or understanding in this regard. 8. Based on the information made available to RA by Information Memorandum circulated by RP and further information’s provided from time to time, RA proposes to pay an aggregate amount of ₹ 3,11,00,000/- within 90 days from the effective date against full and final payment for all the liabilities of the Corporate Debtor and all the Non-Current Asset and Current Assets of the corporate debtor as on 30th November, 2022 after releasing all lien/charges will be transferred to RA without making any adjustment from the amount except specifically mention in the instant resolution plan. RA accordingly devised the instant Resolution Plan. 9. The obligation of the RA shall stand satisfied upon payment of proposed amounts to various stakeholders as per the resolution plan.

25. With respect to the proposal for shareholders of Corporate Debtor, it is stated that:- 1. On the effective date all existing issued, subscribed and paid up share capital comprises of 6719910 equity shares of Rs. 10/- each amounting to Rs.6,71,99,100/- shall be extinguished and no money payable to the equity shareholders of the corporate debtor. Any other equity-linked securities/ warrants, securities/ warrants convertible into or exchangeable with equity shares of the corporate debtor and all other securities of the corporate debtor, if any, shall also stand cancelled and extinguished without any payment and /or further act and deed. All of the Equity Shareholders, Preference Shareholders or holder of any security / warrants convertible rights shall stand cancelled immediately upon sanction of the Resolution Plan by NCLT. 2. The Resolution Applicant, upon approval; of the Resolution Plan by IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

NCLT, shall bring in fresh equity to the tune of Rs.5 Lakh out of the plan amount and the balance plan amount shall be treated as unsecured loan in the books of the corporate debtor.

26. It is stated that the addendum dated 28.06.2023 and 14.07.2023 to revised Resolution Plan dated 02.06.2023 is annexed at page no. 203 to 205 of the application.  The addendum dated 28.06.2023 to the revised Resolution provides below addendum: “1.The Resolution Applicant propose to revise the aggregate amount from Rs. 311 lakhs (Rupees Three Hundred Eleven Lakhs only) to Rs 315 lakhs (Rupees Three Hundred Fifteen lakhs only) against full and final payment for all the liabilities of the Corporate Debtor. So the propose amount of Rs. 311 lakhs (Rupees Three Hundred Eleven Lakhs only) to be read as Rs 315 lakhs (Rupees Three Hundred Fifteen lakhs only) in the revised resolution plan submitted on 02-06-2023. Thus, in the revised resolution plan, wherever it is mentioned Plan amount of Rs.3,11,00,000 is to be read as 3,15,00,000.

Further, the additional Rs. 4,00,000 is to be payable to the Secured Financial Creditors. Thus, in the revised resolution plan, wherever it is mentioned the payment to Secured Financial Creditors of Rs.2,85,09,932 is to be read as 2,89,09,932.

2. Part A of SECTION - IV of Resolution Plan on Page no. 22 regarding Cost of CIRP of the Revised Resolution Plan dated 02-06-2023 which is to be read as under: As per information provided to the Resolution Applicants, the business of the Corporate Debtor is not going concern. The revenue of the Corporate Debtor is not sufficient to pay the Insolvency Resolution Process Costs which has been estimated at an amount of Rs. 25.00 Lakh which includes the payment to Interim Resolution Process and/ or Resolution Professional and all amount of expenses incurred by IRP and/or RP, or any other expenses to the extent duly ratified or approved by the committee of creditors (COC). Hence, the IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

resolution Applicants proposes to pay ₹ 25.00 Lakh towards Corporate Insolvency Resolution Process Cost within 30 days from effective date. However, if the actual CIRP cost exceeds the estimated CIRP cost of ₹ 25.00 Lakh, such shortfall amount will be additionally to be paid by Resolution Applicants from its internal accruals. If the actual CIRP cost is less than Rs.25 lakhs, the difference amount shall be paid to secured financial creditors. The CIRP cost will be paid in full and in priority to any other creditors of the corporate debtors within 30 days of the effective date.

Rest all the terms and conditions will remain same as per the revised resolution plan dated 02.06.2023 except above two points:

 The addendum dated 14.07.2023 to the revised Resolution Plan dated 02.06.2023 along with the addendum given on 28.06.2023 provide below additional information: 1. Definition 13 of Section-III of Revised Resolution Plan on Page no. 15 regarding Definition of Effective Date to be read as under: “Effective Date means the date of receipt of Certified Copy of Order of Hon’ble NCLT by Resolution Applicants / Resolution Professional”. Rest all the terms and conditions will remain same as per the revised resolution plan dated 02.06.2023 in addition to addendum given on 28.06.2023 except above one point: Please read our Revised Resolution Plan dated 02.06.2023 along with the addendum submitted on 28.06.2023 and 14.07.2023.

27. With respect to the preferential, undervalued, fraudulent and extortionate (“PUFE”) transactions, it is stated that:-

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

“In case of any reversal of Preferential transactions under section 43 of IBC, and / or Undervalued transactions under section 45 of IBC and / or Extortionate credit transaction under section 50 of IBC and / or any fraudulent and wrongful trading under section 66 of IBC in respect of transaction carried out by existing promoters or management of the corporate debtor, effectuated by NCLT order in future only the secured financial creditors shall have the right to the benefits of such reversal transactions or order even if the same is after effective date. Any amount received by way of reversal of transaction, shall be appropriated to the secured financial creditors in the ratio of security value held by the respective secured financial creditors. The applications filed by resolution professional shall be pursued by the representative of secured financial creditors as decided by the CoC. All the expenses pertain to such litigations shall be borne by the secured financial creditors against the benefits to be received upon by such financial creditors.”

28. With respect to the Performance Security, it stated that:- “Resolution Applicants undertakes to provide the performance security of 10% of Resolution Plan Value as payable as envisage under resolution plan by whatever mean decided by the Committee of Creditors within 7 business days post approval of resolution plan by the Committee of Creditors subject to conveyed the decision of manner of Performance Security to the Resolution Applicants. The amount of performance security shall be adjusted only at the last payment against the amount payable to secured creditors if performance security is given by way of RTGS to the account of corporate debtor as proposed in this resolution plan. The Performance Security shall be returned in a period of fourteen (14) working days from the later of (a) transfer of control of the Corporate Debtor to the Successful Applicant and (b) receipt of entire amount of Resolution Plan Value payable by the Successful Applicant to the Financial Creditors, unless such Performance Security has been invoked/forfeited/encashed. IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

29. During the course of the final hearing on 06.11.2023, this Tribunal noted that “on perusal of the additional affidavit dated 03.11.2023 filed under Diary No. D4391 shows that no revised Form-H has been filed by the Applicant/RP mentioning the subsequent minutes of the CoC meeting held on 17.10.2023” and directed to file Form-H along with additional affidavit. Accordingly, a revised Form-H was filed under Inward Diary No. D9501 dated 10.11.2023 mentioning the 13th CoC meeting held on 17.10.2023.

30. The position of claims are as under:- Amount in Rs. Lakh Sr. Category of Amount Amount Amount The No. Stakeholders claimed admitted provided amount under the provided Plan to the amount claimed 1 Secured 38350.16 3835016 289.10 0.75% Creditors 2 Unsecured Nil Nil Nil 0.00% Financial Creditor 3 Operational 135.55 90.07 0.90 1% Creditor Total 38484.72 38440.23 290.00 0.75%

31. The amounts provided for the stakeholders under the Resolution Plan is as under:

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

(Amount in Rs. lakh) Sl. Category of Sub-Category of Amount Amount Amount Amount No. Stakeholder Stakeholder Claimed Admitted Provide Provide * d under d to the the Amount Plan# Claime d (%) (1) (2) (3) (4) (5) (6) (7) 1 Secured (a) Creditors not NA NA NA NA Financial having a right to Creditors vote under sub-section (2) of section 21 (b) Other than (a) above: (i) who did not vote NA NA NA NA in favour of the resolution Plan 38350.16 38350.16 289.10 0.75% (ii) who voted in favour of the resolution plan Total[(a) + (b)] 38350.16 38350.16 289.10 0.75% 2 Unsecured (a) Creditors not NIL NIL NIL NIL Financial having a right to Creditors vote under sub-section (2) of section 21 (b) Other than (a) above: (i) who did not vote NA NA NA NA in favour of the resolution Plan (ii) who voted in favour of the NA NA NA NA resolution plan Total[(a) + (b)] NIL NIL NIL NIL 3 Operational (a) Related Party of NA NA NA NA Creditors Corporate Debtor (b) Other than (a) above: (i)Government 54.95 47.40 0.47 1% (ii)Workmen NA NA NA NA (iii)Employees NA NA NA NA (iv) other 79.60 42.67 0.43 1% operational creditor Total[(a) + (b)] 134.55 90.07 0.90 1% 4 Other debts Contingent - - - -and dues liabilities IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

5. CIRP Cost Estimated CIRP 25.00 100.% Cost Grand Total 38484.72 38439.28 315.00 *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.] 32. The source of the above is as under: Sr. Plan Amount already Amount lying in the Remaining No. Value deposited bank account Amount

1. Rs.3.15 Rs.61,50,000/- Rs.1,96,30,534/- The remaining Crore (Through RTGS) amount will be paid from internal accrual as well as from loan

33. The interests of existing shareholders have been altered by the Resolution plan as under:

Sl. No Category of No. of Shares No. of Voting Voting Share held before Shares held Share (%) Share (%) Holder CIRP after the held before held after CIRP CIRP CIRP 1 Equity 6131990 Nil 100% 0% 2 Preference - - - -

34. The compliances of the Resolution Plan is stated to be as under:-

Section of Requirement with Clause of Resolution Plan Compliance the Code / respect to Resolution (Yes / No) Regulation Plan No. 25(2)(h) Whether the The resolution applicant Yes Resolution Applicant meets the eligibility criteria meets the criteria as approved by COC.

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

approved by the CoC Further, RA has remitted having regard to the requisite EMD amount by complexity and scale way of RTGS in favour of the of operations of Corporate Debtor “Skylead business of the CD? Chemicals Limited (in CIRP)” pursuant to approved minimum criteria and RA has fulfilled the criteria of net worth and turnover. Section Whether the Yes, the declaration is Yes 29A Resolution Applicant obtained and it is further is eligible to submit stated that the Resolution resolution plan as per Professional as advised by final list of Resolution CoC has obtained the report Professional or Order, from external agency for 29A if any, of the Eligibility. The RA is eligible Adjudicating to submit the resolution plan Authority? in the opinion of the Resolution Professional. Section Whether the The Resolution Professional Yes 30(1) Resolution Applicant has received affidavit dated has submitted an 12.04.2023 confirming his affidavit stating that it eligibility for submission of is eligible? resolution plan u/s 29A of the IBC, 2016. Section Whether the 30(2) Resolution Plan- (a) Page no. 22 of Part A (a) Yes of Section IV of Resolution (a) provides for the Plan and point no. 2 of payment of Addendum dated insolvency resolution 28.06.2023 Resolution process costs? Applicant proposed to pay Rs. 25 Lakh as estimated CIRP Cost. If proposed amount is in shortfall to cover the actual CIRP Cost, the same will be additionally to be paid by the Resolution Applicant. (b) Yes (b) provides for the (b) Page no. 25-26 of payment to the Part E. The RA has operational creditors? proposed to pay Rs 90,068/-to Operational creditors and statutory dues to be paid within 90 days from the effective date in proportion

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

of admitted claims. (c) provides for the payment to the (c) Yes financial creditors (c) Page no. 24 of Part-B who did not vote in Clause no. 1. favour of the resolution plan? (d) Page no. 38 Para L of (d) Yes (d) provides for the point 1 of the Resolution management of the Plan affairs of the corporate debtor? (e) Yes (e) provides for the (e) Page no. 38 Para L of implementation and point 1 of the Resolution supervision of the Plan resolution plan? (f) contravenes any of (f) The resolution (f) No the provisions of the applicant has prepared law for the time being resolution plan taking into in force? consideration of compliance of all applicable laws Section Whether the 30(4) Resolution Plan (a) Included on page no. (a) Yes (a) is feasible and 48 of Point no. 7 of viable, Section VI of the according to Resolution Plan. the CoC? (b) Yes (b) Resolution Plan has been passed by the (b) has been CoC with 100.00% approved by the CoC voting in favour. with 66% voting share? Section Whether the Included in Page no. 39 of Yes 31(1) Resolution Plan has Part-M of Section IV of provisions for its Resolution Plan. Discussion effective on effectiveness of implementation plan, implementation and according to the supervision of resolution CoC? plan has taken place in detail during the meetings of committee of Creditors & after due consideration, Resolution Plan has been passed by the CoC with IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

100.00% voting in favour Regulation Where the resolution RP has determined the YES 35A profesional made a fraudulent transactions u/s determination if the 66 of Rs. 772.98 Lakhs on corporate debtor has the basis of forensic audit been subjected to any report received from transaction of the Mahenshwari & Co., nature covered under Chartered Accountants and sections 43, 45, 50 or has filed an application u/s. 66, before the one 66 of 08-07-2023. hundred and fifteenth day of the insolvency commencement date, under intimation to the Board? Regulation Whether the amount Page no. 27 Part E of point Yes 38 (1) due to the operational 1 of the Resolution Plan creditors under the resolution plan has been given priority in payment over financial creditors? Regulation Whether the Page no. 40 Point no. 1 of Yes 38(1A) resolution plan Part N of the Resolution includes a statement Plan. as to how it has dealt with the interests of all stakeholders? Regulation (i) Whether the (i) Page no. 40 Point no. 2 of (i) Complied 38(1B) Resolution Applicant Part N of the Resolution or any of its related Plan. parties has failed to implement or contributed to the failure of implementation of any resolution plan approved under the Code. (ii) Not Applicable (ii) If so, whether the Resolution Applicant has submitted the statement giving details of such non-implementation? Regula(atio) n Whether the 38(2) Resolution Plan

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

provides: (a) Page no. 37 of Point (a) Yes (a) the term of the plan no. 1 and 2 of Part K of and its Resolution Plan (b) Yes implementation schedule? (b) Page no. 38 of Point no. 1 and 2 of Part L of (b) for the Resolution Plan management and (c) Yes control of the business of the (c) Page no. 39 of Part M. of corporate debtor Resolution Plan during its term? (c) adequate means for supervising its implementation? 38(3) Whether the resolution plan demonstrates that – (a) it addresses the (a) Page no. 41-42 of (a) Yes cause of default? Point no. 3 of Part N of Resolution Plan. (b) it is feasible and viable? (b) page no. 48 of Point (b) Yes no. 7 of Section VI of the Resolution Plan. (c) it has provisions (c) Page no. 38 Para L of (c) Yes for its effective point 1 of the implementation? Resolution Plan (d) it has provisions (d) Page no. 48 of Point (d) Yes for approvals required no. 8 of Section VI of and the timeline for the Resolution Plan. the same? (e) Page no. 37-28 of (e) Yes (e) the resolution Part K of the applicant has the Resolution Plan capability to implement the resolution plan? 39(2) (b) Whether the RP( ch) as Yes the RP has filed an Yes filed applications in application before the respect of Adjudicating Authority on 08-transactions 07-2023 for fraudulent observed, found or transactions under section determined by him? 66 of the Code. Regula(dtio) n Provide details of Resolution Applicant M/s. Yes 39(4) performance security Rolence Pharma & received, as referred Chemicals LLP has IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

to in sub-regulation transferred the performance (4A) of regulation security of Rs. 31.50 Lakh by 36B. way of RTGS vide UTR no. ABHYR5202307210750033 4 to the bank account of the corporate debtor on 21/07/2023 within 7 days of the approval of the resolution plan by CoC.

35. Relief and Concession: Sr. Particulars Concessions / Reliefs / Orders No. Directions sought thereon FROM THE GOVERNMENT 1. To exempt the To exempt the Corporate To approach Corporate Debtor Debtor and / or Resolution relevant authority and / or Resolution Applicants from payment of who may Applicants from any charges, duty, levy for consider the payment of any transfer / recognizing change same in charges, duty etc. in Share Holding of the terms of Company pursuant to the objectives of Resolution Plan sanctioned by IBC, 2016 Adjudicating Authority.

2. Exemption from Stamp duty, registration To approach stamp duty, charges, levies and taxes on relevant registration charges authorities the transactions undertaken etc. who may pursuant to the order of consider the NCLT to be exempted. same in terms of the objectives of IBC, 2016 3. Resolution The Resolution Applicants Granted Applicants will not will not be liable for any be liable for any liabilities which are neither liabilities which are appearing in the Balance neither appearing in Sheet nor mentioned in the Balance Sheet Information Memorandum nor mentioned in under Regulation 6 of the Insolvency and Bankruptcy IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

Information Board of India (Insolvency Memorandum Resolution Process for Corporate Person) Regulations, 2016 except those liabilities which are mentioned in this Resolution Plan 4. All licenses & All licenses & consents to Granted consents to operate operate to be available within to be available 12 months of completion date within 12 without any further act and deed 5. Full waiver of other Full waiver of other Granted contingent dues and contingent dues and unconfirmed dues. unconfirmed dues subject to provisions envisage under resolution plan.

6. Waiver/dropping Waiver / dropping of the Granted of the proceedings proceedings and and consequently consequently waiver of waiver of liability liability on shortfall of on shortfall of mortgage deed duty along mortgage deed with the interest and penalty (levied if any if affixed) if any for the past period 7. All Government All Government Authorities To approach Authorities to grant relevant to grant any relief, concession authorities any relief, or dispensation as may be who may concession or consider the dispensation as may required for implementation same in be required of the transactions terms of contemplated under the plan objectives of IBC, 2016 in accordance with its terms and conditions.

8. The revenue The Purchaser is entitled to To approach department will change of the land usage and relevant

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

give them the revenue department will authorities permission in 60 give them permission in 60 who may consider the days from the days from the completion same in completion of plan date as envisage under this terms of resolution plan. objectives of IBC, 2016 1. GENERAL: 9. All business perma.i ts All business permits required Granted required by the subject to by the Corporate Debtor to Corporate Debtor at payment of conduct its business and cost as no additional cost/ demanded claim to the which have not been granted w.e.f. Resolution / cancelled / terminated / approval of Applicants revoked / suspended or not this plan by the renewed may please be Adjudicatin directed to be granted / g Authority restored / renewed / reinstated as the case may be (by the concerned competent authority of local body/ State / Central Government / any other competent authority/ Board / Tribunal) at no additional cost/ claim to the Resolution Applicants.

10. All Statutbo.r y All Statutory authorities to Granted authorities to accept accept “Reset Financial “Reset Financial Creditors’ and Reset Creditors’ Operational Creditors for the purpose of making any future assessment / proceedings.

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

c. 11. Concern Electridci.t y Concern Electricity Board / No such Board / Company / transfer Company / shall transfer the envisaged as shall transfer the connection in the name of the company connection in the remains the name of Resolution Resolution Applicant same. This is Applicant wherever applicable without holding payment of any additional these rights. fees/deposits on approval of resolution plan or outstanding if any till the date of resolution plan approved by the NCLT. EXTINGUISHMENT OF CLAIMS/ RIGHTS 12. all claims agaein. st Save and except specifically Granted the Corporate dealt with under the instant Debtor along with Resolution Plan, no other any related legal proceedings, shall payments or settlements (of stand irrevocably any kind) shall be made to any and unconditionally other Person in respect of abated, settled and extinguished claims filed under the CIRP (including, for the avoidance of doubt, any unverified portion of their claims) and all claims against the Corporate Debtor along with any related legal proceedings, including criminal proceedings and other penal proceedings, shall stand irrevocably and unconditionally abated,

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

settled and extinguished in perpetuity without any further and act on the Effective Date. 13. The payment to The payment to Persons Granted Persons contemplated in this contemplated in this Resolution Plan shall be the Resolution Plan shall be the Corporate Debtor's and Corporate Debtor's Resolution Applicants’ full and Resolution and final performance and Applicants’ full and final performance satisfaction of all its obligations to such Persons and all Claims (including, for the avoidance of doubt, any unverified portion of their Claims) of such Persons against the Corporate Debtor shall stand irrevocably and unconditionally settled and extinguished in perpetuity on the Effective Date.

14. All claims along1. The Interim Resolution Granted with any related Professional/ Resolution legal proceedings, Professional issued a notice including criminal proceedings and under Regulation 6 of the other penal Insolvency and Bankruptcy proceedings, shall Board of India (Insolvency stand irrevocably and unconditionally Resolution Process for abated, settled and Corporate Person)

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

extinguished in Regulations, 2016 to invite all perpetuity potential claimants to submit their proofs of Claim. This Resolution Plan is being proposed in order to restructure the assets and liabilities of the Corporate Debtor and for the best interests of stakeholders of the Corporate Debtor to the extent possible. With this objective, the Resolution Applicants assumes that all creditors of the Corporate Debtor that have any claims against the Corporate Debtor have filed their respective claims and the verifiable claims have been admitted by the Resolution Professional and disclosed in the Information Memorandum and its schedule. Accordingly, the Resolution Applicants and the Corporate Debtor shall have no responsibility or liability in respect of any claims against the Corporate Debtor attributable to the period prior to the Effective

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

Date other than any payments to be made under this Resolution Plan and all claims along with any related legal proceedings, including criminal proceedings and other penal proceedings, shall stand irrevocably and unconditionally abated, settled and extinguished in perpetuity.

15. All pen2d.i ng Upon the approval of the Plan Granted proceedings/ under Section 31 of the Code, actions relating to all pending proceedings/ the recovery of dues of the Corporate actions relating to the Debtor shall also recovery of dues of the stand irrevocably Corporate Debtor of and unconditionally abated in perpetuity whatsoever and howsoever nature under any law/ act shall also stand irrevocably and unconditionally abated in perpetuity. 3. 16. All enforcem4.e nt On the Effective Date, all Granted commenced by any encumbrances, security person over any of interest, liens, charges, decree the assets of the Corporate Debtor or and/or attachments over any securities (including pursuant to of the Corporate applicable Law) created or Debtor shall stand

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

released and suffered to exist over the reversed in favor of assets of the Corporate Debtor the Resolution (charged or not charged with Applicants the lenders) or over the securities of the Corporate Debtor, whether by contract or by Applicable law, shall be allowed to exist only to the extent of the balance amount due to the secured financial creditors; and irrevocably released and all enforcement commenced by any person over any of the assets of the Corporate Debtor or over any securities of the Corporate Debtor shall stand released and reversed in favor of the Resolution Applicants upon full and final settlement of the dues (as proposed under this Resolution Plan) of the Secured Financial Creditors, without the requirement of any further deed or action on part of the Resolution Applicants or the Corporate Debtor. 17. All the outstanding On the Effective Date, all the Granted negotiable outstanding negotiable instruments issued instruments issued by IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

by Director or by Director / promoter / officers any Person on of Corporate Debtor or by any behalf of the Person on behalf of the Corporate Debtor Corporate Debtor for any for any dues of dues of Corporate Debtor Corporate Debtor including demand including demand promissory notes, post-dated promissory notes, cheques and letters of credit, post-dated cheques shall stand terminated and and letters of credit, the Corporate Debtor's shall stand liability under such terminated instruments shall stand extinguished in perpetuity.

18. The rights of 5a. ny On the Effective Date, the Granted Person to call for the rights of any Person (whether allotment, Issue, exercisable now or in the sale or transfer of shares etc. of the future and whether Corporate Debtor, contingent or not) to call for shall stand the allotment, Issue, sale or unconditionally and irrevocably transfer of shares or loan extinguished. capital of the Corporate Debtor, whether on a change of control, or otherwise, shall stand unconditionally and irrevocably extinguished in perpetuity. 19. Under the Inc6o.m e All dues under the provisions To approach Tax Act, 1961 relevant of Income Tax Act, 1961("IT authorities Act"), including taxes, duty, who may consider the penalties, interest, fines, same in cesses, unpaid TDS / TCS, terms of the whether admitted or not, due objectives of IBC, 2016

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

or contingent, whether part of above claim of Income-tax authorities or not, whether part of Tax due diligence finding or not, asserted or unasserted, crystallized or not crystallized, known or unknown, secured or unsecured, disputed or undisputed, present or future, in relation to any period prior to the Effective Date pursuant to this Resolution Plan, shall stand extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Corporate Debtor and Resolution Applicants shall not be liable to pay any amount against such demand/ claim. All assessments/appellate or other proceedings pending in case of the Corporate Debtor, on the date of the order of NCLT relating to the period prior to that date, shall stand terminated and all consequential liabilities, if any, shall be deleted and shall

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

be considered to be not payable by the Corporate Debtor by virtue of the order of the NCLT. All notices proposing to initiate any proceedings against the Corporate Debtor in relation to the period prior to the date of the NCLT order and pending on that date, shall be considered deleted and shall not be proceeded against. Post the order of the NCLT, no re-assessment / revision or any other proceedings under the provisions of the Income Tax Act 1961 or allied Act shall be initiated on the Corporate Debtor or Resolution Applicants in relation to period prior to the Effective Date and any consequential demand shall be considered non-existing and as not payable by the Corporate Debtor. Any proceedings which were kept in abeyance in view of insolvency process or otherwise shall not be revived post the order of the IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

NCLT. 20. All dues under7 .t he All dues under the provisions To approach provisions of all the relevant of all the indirect taxes, authorities indirect taxes including but not limited to, who may consider the the Central Excise Act, 1944, same in the Finance Act, 1994 (Service terms of the Tax), the Customs Act, 1962, objectives of IBC, 2016 Goods and Service Tax Act, 2017, Gujarat VAT Act, 2002, and any other indirect tax laws, including taxes, duty, penalties, interest, fines, Cess, charges, unpaid TDS/ TCS (to the extent applicable), whether admitted or not, due or contingent, whether part of the above mentioned contingent liability schedule dues or not, whether claimed by the tax authorities or not, asserted or unasserted, crystallized or not crystallized, known or unknown, secured or unsecured, disputed or undisputed, present or future, in relation to any period prior to the acquisition of control by the Resolution Applicants over the Corporate Debtor

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

pursuant to this Resolution Plan, shall stand extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Corporate Debtor or Resolution Applicants shall not be liable to pay any amount against such demand. All outstanding litigations/ demands, assessments/ appellate or other proceedings, including but not limited to any audits, investigations, search and seizure, pending in case of the Corporate Debtor, on the date of the order of NCLT relating to the period prior to that date, shall stand terminated and all consequential liabilities, if any, shall be deleted and shall be considered to be not payable by the Corporate Debtor by virtue of the order on the NCLT. All notices proposing to initiate any proceedings against the Corporate Debtor in relation to the period prior

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

to the date of the NCLT order and pending on that date, shall be considered deleted and shall not be proceeded against. Post the order of the NCLT, no re-assessment/ revision or any other proceedings under the provisions of any of the Indirect Tax laws shall be initiated on the Corporate Debtor or Resolution Applicants in relation to the period prior to acquisition of control by the Resolution Applicants and any consequential demand shall be considered non-existing and as not payable by the Corporate Debtor. Any proceedings which were kept in abeyance in view of insolvency process or otherwise shall not be revived post the order of NCLT. 8. 21. All remai9n.i ng The payment to all persons Granted claims, dues, contemplated in this outstanding amount Resolution Plan shall be the shall waived Resolution Applicants’ full

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

and final performance and satisfaction of all its obligations towards any dues or outstanding against Corporate Debtor and all remaining claims, dues, outstanding amount shall waived by whatever name called like unverified dues, interest, penal interest, compound interest, damages, compensation, trusteeship charges, other commitment charges and any other amount of whatsoever and howsoever nature in terms of Regulation 37 of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. 10. 22. Resolution plan1 a1n. d The past payment obligation Granted stakeholders would to secured creditor, unsecured not be eligible to creditors, employees dues, recourse in any form for the past government/ semi commitment in government dues, workmen terms of the value dues or any type of other and time. liabilities shall stand revised as per this Resolution plan

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

and these stakeholders would not be eligible to recourse in any form for the past commitment in terms of the value and time 23. All the rights 1a2n. d On the Effective Date, the Granted claims (whether guarantors that have contingent or provided guarantee for and otherwise) of every member of the on behalf of and in order to Promoter Group secure the Debt availed of by against the the Corporate Debtor shall not Corporate Debtor shall stand be entitled to exercise any irrevocably and subrogation rights under unconditionally Indian Contract Act in respect extinguished of such guarantees. Since the guarantor’s subrogation rights would be an unsecured right, their liquidation value is NIL and accordingly, settlement amounts payable to them is Nil. On the Effective Date and with effect from the Appointment Date, all the rights and claims (whether contingent or otherwise) of whatsoever nature of every member of the Promoter Group against the Corporate Debtor shall stand irrevocably and unconditionally

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

extinguished in perpetuity. 24. All the liabil1i3ti.e s All the liabilities (whether Granted (whether contingent, undisclosed, contingent, hidden or crystallized) in undisclosed, hidden or crystallized shall relation to any corporate stand extinguished guarantee, indemnities and all and discharged on other forms of credit support the Effective Date provided by the Corporate Debtor prior to the Effective Date shall stand extinguished and discharged on the Effective Date and with effect from the Appointment Date. 14. 25. Respective 1G5.a s Respective Gas agencies are No such agencies to transfer transfer directed to transfer the envisaged as the connection in connection in favour of the company favour of Resolution remains the Applicant Resolution Applicant / same. This is Demerged entities on holding approval of this resolution. these rights. 16. 26. Any liability 1t7h. at Any liability that arises in Denied arises in future due future due to judiciary orders to judiciary orders, , modification of law, no modification of law, no additional additional amount shall be amount shall be paid by resolution applicant. paid by resolution The said liability if arise, shall applicant be adjusted from the payment towards secured financial creditors during the IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

implementation of the resolution plan 27 ACCOUNTING A. Upon approval of the Plan Granted PROVISIONS AND by the NCLT, the Resolution COMPLIANCE Professional shall draw up the financial statements of the Corporate Debtor for a period ending on the date of approval of resolution plan by NCLT in compliance with applicable Accounting Standard adopted in India. B. Thereafter, the Resolution Applicants be permitted to carry out necessary write off of assets, creation of additional liability or expenses or write back of liability or provision (as the case may be) in the books of accounts of the Corporate Debtor or in the books of the Resolution Applicants on approval of the Resolution Plan as per the applicable provisions under the Companies Act 2013. Such balance sheet would be binding to all the stakeholders and shall prevail for all

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

purpose and to all intents C. Upon payment to the creditors as per the approved resolution plan, the excess amount of liability as per the books of accounts shall be transferred to the capital reserve account and the resolution applicant / new management shall not be responsible for any tax liability under any law on the said differential excess amount. D. The resolution applicant / new management, if required, shall be empowered to replace or change the existing statutory auditors.

36. The Implementation and Monitoring Committee (“IMC”) shall supervise the implementation of the Resolution Plan with the help of the newly constituted board till the implementation of the proposed transaction under the Resolution Plan i.e., payment of the committed cash payment/amount to the Secured Financial Creditor

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

(Lenders). The Committee shall include total 4 members comprising of: (i) Resolution Professional (ii) 1 Member from Resolution Applicants (iii) 1 Member from each Secured Financial Creditor. The cost or expenses of the Monitoring committee shall be paid out of the business of the Corporate Debtor.

37. ANALYSIS AND FINDINGS OF THIS TRIBUNAL I. It is seen from revised Form – H that the Liquidation value of the Corporate Debtor is arrived at Rs. 2.18 Crore and the corresponding Fair value is arrived at Rs. 3.11 Crore-. The Resolution Plan is for an amount of Rs. 3.15 Crore. II. There are two secured lenders in the matter viz., GSFC and SASF. The principal dues of both the lenders taken together is Rs.8.55 Crore. The account of the Corporate Debtor has turned as NPA in the books of the Financial Creditor sometime during the period 2001-2002 which is nearly 20 years back. Though, the total of the claims received during the IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

resolution process from the Financial Creditor aggregates to Rs.383.50 Crore. The principal outstanding is only Rs.8.55 Crore. The Financial Creditors are getting a payment of Rs.2.89 Crore in the resolution process which is nearly 34% of the principal amount. III. Affidavit dated 13.09.2023 states that the claim of EPFO for its dues amounting to Rs.7.54 Lakhs is under verification. In terms of the decision in the matter of Jet Aircraft Maintenance Engineers Welfare Association v. Ashish Chhawchharia, the RP is directed to keep a sum of Rs.7.54 Lakhs in a separate fix deposit account with Public Sector Nationalised Bank till the final decision is arrived in the matter out of the total Resolution Plan of Rs.3.15 Crore and the same may be distributed after obtaining orders from this Tribunal. IV. Further, it is seen from revised Form – H, that presently application under 66 of IBC, 2016 in the present matter is pending on the file of this Tribunal which in term of the Resolution Plan will be IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

continued by “Secured Financial Creditor as decided by CoC.

V. In so far as the approval of the Resolution Plan is concerned, this Authority is convinced on the decision of the Committee of Creditors, following the Judgment of Hon’ble Supreme Court in the matter of K. Sashidhar –Vs– Indian Overseas Bank (2019) 12 SCC 150, wherein in para 19 and 62 it is held as follows; “19…….In the present case, however, our focus must be on the dispensation governing the process of approval or rejection of resolution plan by the CoC. The CoC is called upon to consider the resolution plan under Section 30(4) of the I&B Code after it is verified and vetted by the resolution professional as being compliant with all the statutory requirements specified in Section 30(2).

62. ………In the present case, however, we are concerned with the provisions of I&B Code dealing with the resolution process. The dispensation provided in the I&B Code is entirely different. In terms of Section 30 of the I&B Code, the decision is taken collectively after due negotiations between the financial creditors who are constituents of the CoC and they express their opinion on the proposed resolution plan in the form of votes, as per their voting share. In the meeting of the CoC, the proposed resolution plan is placed for discussion and after full interaction in the presence of all concerned and the Resolution Professional, the constituents of the CoC finally proceed to exercise their option (business/commercial decision) to approve or IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

not to approve the proposed resolution plan. In such a case, non-recording of reasons would not per-se vitiate the collective decision of the financial creditors. The legislature has not envisaged challenge to the “commercial/business decision” of the financial creditors taken collectively or for that matter their individual opinion, as the case may be, on this count.”

VI. Further the Hon’ble Supreme Court in the matter of K. Sashidhar v. Indian Overseas Bank and Ors. (2019) 12 SCC 150 has lucidly delineated the scope and interference of the Adjudicating Authority in the process of approval of the Resolution Plan and held as follows; “55. Whereas, the discretion of the adjudicating authority (NCLT) is circumscribed by Section 31 limited to scrutiny of the resolution plan “as approved” by the requisite per cent 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. Reverting to Section 30(2), the enquiry to be done is in respect of whether the resolution plan provides: (i) the payment of insolvency resolution process costs in a specified manner in priority to the repayment of other debts of the corporate debtor, (ii) the repayment of the debts of operational creditors in prescribed manner, (iii) the management of the affairs of the corporate debtor, (iv) the implementation and supervision of the resolution plan, (v) does not contravene any of the provisions of the law for the time being in force, (vi) conforms to such other requirements as may be specified by the Board. The Board referred to is established under

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

Section 188 of the I&B Code. The powers and functions of the Board have been delineated in Section 196 of the I&B Code. None of the specified functions of the Board, directly or indirectly, pertain to regulating the manner in which the financial creditors ought to or ought not to exercise their commercial wisdom during the voting on the resolution plan under Section 30(4) of the I&B Code. The subjective satisfaction of the financial creditors at the time of voting is bound to be a mixed baggage of variety of factors. To wit, the feasibility and viability of the proposed resolution plan and including their perceptions about the general capability of the resolution applicant to translate the projected plan into a reality. The resolution applicant may have given projections backed by normative data but still in the opinion of the dissenting financial creditors, it would not be free from being speculative. These aspects are completely within the domain of the financial creditors who are called upon to vote on the resolution plan under Section 30(4) of the I&B Code.

58. Indubitably, the inquiry in such an appeal would be limited to the power exercisable by the resolution professional under Section 30(2) of the I&B Code or, at best, by the adjudicating authority (NCLT) under Section 31(2) read with Section 31(1) of the I&B Code. No other inquiry would be permissible. Further, the jurisdiction bestowed upon the appellate authority (NCLAT) is also expressly circumscribed. It can examine the challenge only in relation to the grounds specified in Section 61(3) of the I&B Code, which is limited to matters “other than” enquiry into the autonomy or commercial wisdom of the dissenting financial creditors. Thus, the prescribed authorities (NCLT/NCLAT) have been endowed with limited jurisdiction as specified in the I&B Code and not to act as a court of equity or exercise plenary powers.” (emphasis supplied)

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

VII. The Supreme Court in its recent decision in Jaypee Kensington Boulevard Apartments Welfare Association & Ors. v. NBCC (India) Ltd. & Ors. in Civil Appeal no. 3395 of 2020 dated 24.03.2021 has held as follows; 76. The expositions aforesaid make it clear that the decision as to whether corporate debtor should continue as a going concern or should be liquidated is essentially a business decision; and in the scheme of IBC, this decision has been left to the Committee of Creditors, comprising of the financial creditors. Differently put, in regard to the insolvency resolution, the decision as to whether a particular resolution plan is to be accepted or not is ultimately in the hands of the Committee of Creditors; and even in such a decision making process, a resolution plan cannot be taken as approved if the same is not approved by votes of at least 66% of the voting share of financial creditors. Thus, broadly put, a resolution plan is approved only when the collective commercial wisdom of the financial creditors, having at least 2/3rd majority of voting share in the Committee of Creditors, stands in its favour.

77. In the scheme of IBC, where approval of resolution plan is exclusively in the domain of the commercial wisdom of CoC, the scope of judicial review is correspondingly circumscribed by the provisions contained in Section 31 as regards approval of the Adjudicating Authority and in Section 32 read with Section 61 as regards the scope of appeal against the order of approval.

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

77.1. Such limitations on judicial review have been duly underscored by this Court in the decisions above-referred, where it has been laid down in explicit terms that the powers of the Adjudicating Authority dealing with the resolution plan do not extend to examine the correctness or otherwise of the commercial wisdom exercised by the CoC. The limited judicial review available to Adjudicating Authority lies within the four corners of Section 30(2) of the Code, which would essentially be to examine that the resolution plan does not contravene any of the provisions of law for the time being in force, it conforms to such other requirements as may be specified by the Board, and it provides for: (a) payment of insolvency resolution process costs in priority; (b) payment of debts of operational creditors; (c) payment of debts of dissenting financial creditors; (d) for management of affairs of corporate debtor after approval of the resolution plan; and (e) implementation and supervision of the resolution plan.

77.2. The limitations on the scope of judicial review are reinforced by the limited ground provided for an appeal against an order approving a resolution plan, namely, if the plan is in contravention of the provisions of any law for the time being in force; or there has been material irregularity in exercise of the powers by the resolution professional during the corporate insolvency resolution period; or the debts owed to the operational creditors have not been provided for; or the insolvency resolution process costs have not been provided for repayment in priority; or the resolution plan does not comply with any other criteria specified by the Board

77.6.1. The assessment about maximisation of the value of assets, in the scheme of the Code, would always be subjective in nature and the question, as to whether a particular

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

resolution plan and its propositions are leading to maximisation of value of assets or not, would be the matter of enquiry and assessment of the Committee of Creditors alone. When the Committee of Creditors takes the decision in its commercial wisdom and by the requisite majority; and there is no valid reason in law to question the decision so taken by the Committee of Creditors, the adjudicatory process, whether by the Adjudicating Authority or the Appellate Authority, cannot enter into any quantitative analysis to adjudge as to whether the prescription of the resolution plan results in maximisation of the value of assets or not. The generalised submissions and objections made in relation to this aspect of value maximisation do not, by themselves, make out a case of interference in the decision taken by the Committee of Creditors in its commercial wisdom

78. To put in a nutshell, the Adjudicating Authority has limited jurisdiction in the matter of approval of a resolution plan, which is well defined and circumscribed by Sections 30(2) and 31 of the Code read with the parameters delineated by this Court in the decisions above referred. The jurisdiction of the Appellate Authority is also circumscribed by the limited grounds of appeal provided in Section 61 of the Code. In the adjudicatory process concerning a resolution plan under IBC, there is no scope for interference with the commercial aspects of the decision of the CoC; and there is no scope for substituting any commercial term of the resolution plan approved by the CoC. Within its limited jurisdiction, if the Adjudicating Authority or the Appellate Authority, as the case may be, would find any shortcoming in the resolution plan vis-à-vis the specified parameters, it would only send the resolution plan back to the Committee of Creditors, for re-submission after satisfying the parameters delineated by Code and exposited by this Court.

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

VIII. Thus, from the catena of judgments rendered by the Hon’ble Supreme Court on the scope of approval of the Resolution Plan, it is amply made clear that only limited judicial review is available for the Adjudicating Authority under Section 30(2) and Section 31 of IBC, 2016 and this Adjudicating Authority cannot venture into the commercial aspects of the decisions taken by the Committee of Creditors.

IX. On hearing the submissions made by the Ld. Counsel for the Resolution Professional, and perusing the record, we find that the Resolution Plan has been approved with 100% voting share. As per the CoC, the plan meets the requirement of being viable and feasible for the 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. On perusal of the documents on record, we are also satisfied that the Resolution Plan is in accordance with sections 30

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

and 31 of the IBC and also complies with regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

X. As far as the question of granting time to comply with the statutory obligations/seeking sanctions from governmental authorities is concerned, the Resolution Applicant is directed to do the same within one year as prescribed under section 31(4) of the Code.

XI. The Resolution Plan in question is hereby approved by this Adjudicating Authority, subject to the observations made in this order. The Resolution Plan shall form part of this Order. The Resolution Plan is binding on the Corporate Debtor and other stakeholders.

XII. The Resolution Applicant is directed to make payment of the entire Resolution Plan amount within the time period stipulated under the Resolution Plan, failing which the entire amount paid by the IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

Resolution Applicant (including the Performance Bank Guarantee) as on the said date would stand automatically forfeited, without any recourse to this Tribunal.

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

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

XV. A copy of this Order is to be submitted to the concerned Office of the Registrar of Companies.

38. IA/917/AHM/2023 shall stand disposed off accordingly.

39. The Monitoring Committee is directed to file a status report after 90 days from the approval of the Resolution Plan

IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.

40. The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Learned Counsel for information and for taking necessary steps. Files be consigned to the record.

-SD- -SD- SAMEER KAKAR SHAMMI KHAN MEMBER (TECHNICAL) MEMBER (JUDICIAL) Rajeev Kr. Sen/P.S Shubhanshu/L.R.A IA/917(AHM)/2023 in CP(IB)/113(AHM)/2019 In the matter of Skylead Chemicals Ltd.