Approval of Resolution Plan - SNS Laboratories Limited

Order delivered on : 22.08.2023 Coram:HON’BLE SHRI HARNAM SINGH THAKUR, MEMBER (JUDICIAL) HON’BLE SHRI SUBRATA KUMAR DASH, MEMBER (TECHNICAL) Present :- For the Applicant: : Mr. Chirag Chauhan, Practising Company Secretary Mr. Mohd. Nazim Khan, RP in person

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

PER: SUBRATA KUMAR DASH, MEMBER (TECHNICAL) ORDER IA No. 1563/2023 The present application has been filed by Mr.Mohd. Nazim Khan, Resolution Professional of SNS Laboratories Limited, under Section 30(6) and Section 31 (1) of the Insolvency and Bankruptcy Code, 2016 ( ‘ the Code’ ), read with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 seeking approval of the resolution plan in respect of the SNS Laboratories Limited (“ t he corporate debtor” ). The applicant-Resolution Professional filed the present application on 15.06.2023 and re-filed on 06.07.2023 for approval of the Resolution Plan, which was approved with a 100% voting share of the Committee of Creditors ( C OC ) in its 9th meeting, which was held on.

2. The Company Petition CP(IB) No.531/Chd/Hry/2019 was filed by the Operational creditor- SNS Laboratories Limited, against the corporate debtor, which was admitted into the Corporate Insolvency Resolution Process (‘ C IRP ’) vide order dated 11.08.2022.

3. Mr. Mohd. Nazim Khan was appointed as an Insolvency Resolution Professional (‘ I RP ’), and the Committee of Creditors (CoC), in its first meeting held on 08.09.2022, confirmed the appointment of Mr. Mohd. Nazim Khan (Reg. No. IBBI/IPA-002/IP-N00076/2017-18/10207) as the Resolution Professional with 100% voting.

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

4. The Applicant submits that the public announcement as per Regulation 6 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, read with Section 15 of IBC, 2016 in Form A as prescribed under the schedule was made on 13.08.2022 in two newspapers, i.e. ‘Jansatta’ and ‘Financial Express’, inviting claims from the creditors of the corporate debtor as envisaged under the Code.

5. The Interim Resolution Professional constituted the Committee of Creditors in accordance with Section 21(2) of the Code, as amended, which comprised three financial creditors, i.e. Mekaster Finlease Limited, VA Realcon Private Limited and Reliable Finance Corpn Private Limited, holding 88.54%, 10.96% and 0.50% voting share, respectively. The list of creditors, including financial, operational, and other creditors, has been annexed at Annexure-9 of the application.

6. The shares of the members of CoC and the fair value and the liquidation value of the corporate debtor as under:

(Amount in INR) Sr. No. Name of Valuer Fair value Liquidation Value 1. Ankush Garg, SFA 44,20,000.00 35,38,000.00 2. Navin Khandelwal, SFA 45,14,739.00 36,14,739.00 Average 44,67,369.50 35,76,369.50

7. The Applicant Submits that a total of 9 CoC meetings have been held during the CIRP period. The details are as follows:

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

Particulars Date of COC Main Agenda of discussion Important decisions Meeting ratified 1 st COC Meeting 08.09.2022 1. Confirmation of Appointment of IRP as RP and Both approved with 100% 2. To fix the remuneration of RP voting rights 3. To Ratify and Approve the Expenses incurred 2 nd COC Meeting 7.10.2022 1. Issuance of Form G (First) for expression of Interest 2. Appointment of Two Registered Valuers All Agendas Approved with 3. Appointment of Transaction 100% voting rights Auditor 4. Issuance of RFRP and EM including eligibility 5. To Ratify and Approve the Expenses incurred 3 rd COC Meeting 15.12.2022 1. Issuance of Form G (Second) for expression of Interest 2. Issuance of Information Memorandum and Request for Resolution Plan (RFRP) And All Agenda Approved with Evaluation Matrix. 100% voting 3. Receipt of Transaction Audit Report Submitted by Transaction Auditor. 4. Receipts of Valuation Reports by the RP 5. To take note of issuance of Provisional as well as Final List of PRAs 6. To Ratify and Approve the Expenses incurred 4 th COC Meeting 30.01.2023 1.To consider and approve the CIRP All Agenda Approved with Extension period by 90 days 100% voting 2. Issuance of updated Information Memorandum 3. To Ratify and Approve the Expenses incurred 5 th COC Meeting 28.02.2023 1. To open and consider the COC decided to hold the resolution plan from the PRAs’ plan for further negotiation 2. To Ratify and Approve the Expenses incurred. 6 th COC Meeting 06.03.2023 1. To discuss, consider the Both the PRAs ensured to resolution plan and to negotiate with the COC that they will the PRAs’ submit modified resolution 2. To Ratify and Approve the plan Expenses incurred

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

7 th COC Meeting 17.03.2023 1. To discuss, consider and approve COC had decided to defer the Resolution plan the Agenda 2. To Ratify and Approve the Expenses incurred 8 th COC meeting 24.03.2023 1. To consider approve the CIRP Approved with 100% voting Extension period by 60 days beyond 270 days 2. To Ratify and Approve the Expenses incurred 9 th COC Meeting 09.06.2023 1. To discuss, consider and approve All Agenda were approved the resolution plan. with 100% Voting 2. To discuss, consider and approve the regulatory fee under regulation 31A of the IBBI (CIRP) regulations, 2016. 3. To discuss, consider and approve the performance linked incentive fee for timely Resolution under Regulation 34B of The IBBI (CIRP) Regulations Read with Schedule-II. 4. To discuss, Consider and Approve the Performance Linked Incentive Fee for Value Maximisation under Regulation 34B of The IBBI (CIRP) Regulations, 2016 Read with Schedule-II. 5. To consider and approve The Compliance of Regulation 39B, 39C and 39D of The IBBI CIRP Regulations with respect to Liquidation of The Corporate Debtor In Case Resolution Plan Is not approved.

8. It is submitted that the CoC, in its 2nd and 3rd meetings held on 07.10.2022 and 15.12.2022, discussed and approved the publication of Form G inviting Expression of Interest along with the Eligibility Criteria for the Prospective Resolution Applicants. It was informed by the IRP that invitation of Expression of Interest in Form G under Regulation 36A of The Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, needs to be published on or before the 75th day from the CIRP initiation date, i.e. 11.08.2022 and accordingly, 30 days IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

time is proposed to give to the eligible prospective resolution applicant. Further, as per Section 25(2)(h), the IRP will invite Prospective Resolution Applicants who fulfil such criteria as may be approved by the CoC to submit a resolution plan.

9. It is stated that IA No.557/2023 was filed under Section 12(2) of the Code read with Regulation 40 of Insolvency Resolution Process Regulation 2016 read with Rule 11 of NCLT Rules for extension of CIRP period by 90 days beyond the period of 180 days. The extension of 90 days was approved by COC in its 4th meeting on 30.01.2023 with a 100% voting share. The Adjudicating Authority keeping in view the facts and circumstances and grounds mentioned in the application and in the interest of justice, CIRP period of 90 days beyond 180 days was extended to complete the CIRP proceedings. It is stated that IA No. 1024/2023 was filed for an extension of the CIRP period by 60 days beyond the period of 270 days. The extension of 60 days was approved by COC in its 8th meeting on 24.03.2023 with a 100% voting share. The Adjudicating Authority keeping in view the facts and circumstances, and grounds mentioned in the application and in the interest of justice, a CIRP period of 60 days beyond 270 days was extended to complete the CIRP proceedings.

10. The applicant submits that the Third Form-G dated 25.03.2023, the last date of receipt of Resolution Plan was 24.05.2023 and the Applicant has not received any other Resolution Plan from any other PRAs. Therefore, the IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

COC has only two Resolution Plans to consider, that is viz., Utsav Securities Private Limited and Yogesh Mittal's Resolution Plan.

11. It is submitted that the RP convened the Nineth COC meeting on 09.06.2023 and again placed the modified Resolution Plan received from PRAs along with the due diligence report prepared by the Applicant. The COC considered the Resolution Plans, conducted the financial due diligence and checked the viability of the Resolution Plan and thereafter, approved the Resolution Plan of Utsav Securities Private Limited, accordingly the following Resolution was put to vote and passed with 100% voting rights unanimously as under:

RESOLVED THAT pursuant to Section 30(3) of the Insolvency and Bankruptcy Code, 2016 (IC) and other applicable provisions of the Insolvency and Bankruptcy Code, 2016 and Rules and Regulations framed there under, the Resolution Plan of Utsav Securities Private limited be and is hereby approved by the COC. RESOLVED FURTHER THAT pursuant to the provisions of Section 30/6) and other applicable provisions of the Insolvency and Bankruptcy Code, 2016 and Rules and Regulations framed there under, the Resolution Professional be and is hereby authorized to submit the Resolution Plan as approved by the Committee of Creditors to the Hon'ble Adjudicating Authority and to do all such acts, deeds and things as may be required or considered necessary or incidental thereto in connection with”. 12. The Successful Resolution Applicants had made a deposit of Rs. 2,50,000 Lakhs on 07.11.2022 as EMD and have also given performance security of Rs. 10 Lakhs on 12.06.2023.

13. The resolution professional by an affidavit dated 20.02.2022, had averred that the applicant is eligible under Section 29A of IBC, 2016.

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

14. The Applicant has submitted the details of various compliances as envisaged by the Code and the CIRP Regulations, which a Resolution Plan is required to adhere to, as follows:

I. Requirements of Section 30 (1) and (2) of the Code are as under: -

Compliance under Resolution Provisions under Section 30(1) and Plan (2) of the Code

Section 30(1) A resolution applicant may submit a resolution Yes, the resolution applicant (RA) plan along with an affidavit stating that he is has submitted affidavit under eligible under section 29A to the resolution section 29A regarding its eligibility professional prepared on the basis of the to submit the resolution plan at the information memorandum. time of submission of resolution plan.

Section 30(2) (a) provides for the payment of insolvency Clause 7.1 on page No. 249 of the resolution process costs in a manner specified by Resolution Plan provides for the Board in priority to the payment of other debts payment of CIRP Cost in priority of the Corporate Debtor; over any other creditors of the Corporate Debtor and as per the provisions of the Code. CIRP cost would be paid in full in priority to any other creditor. However, total cost at actual shall be paid in full.

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

(b) provides for the payment of the debts of According to the provisions of operational creditors in such manner as may be Section 30 of the IBC read with specified by the Board which shall not be less Regulation 38 of the Insolvency than: and Bankruptcy Board of India ( i) the amount to be paid to such creditors in the (Insolvency Resolution Process event of a liquidation of the corporate debtor under for Corporate Persons) section 53; or Regulations, 2016, the (ii) the amount that would have been paid to such liquidation value due to creditors, if the amount to be distributed under the operational creditors shall be resolution plan had been distributed under the paid in priority over the financial resolution plan had been distributed in accordance creditors with the order of priority in sub-section (1) of section 53; Whichever is higher, and provides for As per Clause 7.2 of chapter VII the payment of the debts of financial creditors, of resolution plan state about who do not vote in favour of the resolution plan, in the treatment of operational such a manner as may be specified by the board, creditor i. e 6.6305% of the which shall not be less than the amount to be paid claim admitted 47,64,742 which to such creditors in accordance with the will be 3,15,926 of the sub-section (1) of section 53 in the event of a Resolution Plan. liquidation of the corporate debtor. As per Clause 7.3 of chapter VII of the Resolution Plan, the Resolution Applicant proposes payment of Rs.51,00,428/- to the unsecured financial creditors (c) provides for the management of the affairs of As per clause 5.1 of the the corporate debtor after approval of the resolution plan, upon approval resolution plan; of the resolution plan, the Board of Directors of the Corporate Debtor shall be dissolved and the Board of directors of the resolution applicant will manage the business affairs of the corporate debtor.

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

(d) the implementation and supervision of Yes, the resolution plan; As per the clause 5.6 of the resolution plan The corporate debtor propose the following supervision and monitoring of implementation of the resolution plan:

The Corporate Debtor shall form Monitoring Agency comprising of Mohd Nazim Khan, Insolvency Professional, IBBI Reg No.: IBBI/IPA-002/IP-N00076/2017-1 8/10207 as the Chairman with one representative from Resolution Applicant and one representative from the COC members during Implementation Period.

The remuneration of Mohd Nazim Khan, Insolvency Professional, IBBI Reg No.: IBBI/IPA-002/IP-N00076/2017-1 8/10207 shall be such as may be decided by the Monitoring Agency in its first meeting. Monitoring Agency as confirmed by Adjudicating Authority would also supervise the implementation of the Resolution Plan.

The Monitoring Agency shall have the following Responsibilities:

To ensure implementation of Resolution Plan as approved by the Hon’ble National Company Law Tribunal, Chandigarh Bench, by new management of the Company;

To provide updates to IBBI as and when required;

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

To provide Progress Reports on implementation of the Resolution Plan on such frequency and in such manner as may be decided by Secured Landers; Provided that no such reporting should be in any manner hampering the operations of the Corporate Debtor. To ensure disbursement of dues to creditors as per the approved Resolution Plan. (e) does not contravene any of the provisions of the As per Annexure VIII of the law for the time Resolution Plan Applicant has being in force; declared that this Resolution Plan is not in contravention of the provisions of any Applicable Laws. (f) Conforms to such other Yes, the Resolution Plan requirements as may be specified by the Board. conforms with such other requirements, as specified by the IBBI.

II. Requirements of Regulation 37(1) of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 is as under:

Regulation 37(1) of Insolvency and Compliance under Resolution Plan Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (a) transfer of all or part of the assets of Not Applicable. the corporate debt to one or more persons; (b) sale of all or part of the assets Not Applicable whether subject to any security interest or not;

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

(ba) Restructuring of the Corporate Upon approval of the Resolution Plan, the Debtor, by the way of merger, Corporate debtor will be merged with the amalgamation and demerger. Resolution Applicant without any further act, deed or thing on the part of the corporate debtor.

(c) the substantial acquisition of shares Upon approval of the Resolution Plan by of the corporate debtor, or the merger the Adjudicating Authority, the Corporate or consolidation of the corporate debtor Debtor i.e. SNS LABORATORIES with one or more persons; LIMITED will be merged with the Resolution Applicant i.e. UTSAV SECURITIES PRIVATE LIMITED without any further act, deed or thing on the part of the Corporate Debtor. (ca) cancellation or delisting of any Not Applicable shares of the corporate debtor, if Applicable (d) satisfaction or modification of any Not Applicable security interest; (e) curing or waiving of any breach of the terms of any debt due from the Not Applicable corporate debtor; (f) reduction in the amount payable to the creditors; Applicable (g) extension of a maturity date or a Not Applicable change in interest rate or other terms of a debt due from the corporate debtor; (h) amendment of the constitutional documents of the corporate debtor Applicable (i) issuance of securities of the corporate debtor, for cash, property, Applicable securities, or exchange for claims or interests or other appropriate purpose (j) change in portfolio of goods or Not applicable. services produced or rendered by the corporate debtor (k) change in technology used by the Not Applicable corporate debtor and IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

(l) obtaining necessary approvals from Not Applicable the Central and State Governments and other authorities;

III. Requirements of Regulations 38 (1), (2) (3) of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 is as under: -

Regulation 38(1) of Insolvency and Bankruptcy Board of India Yes, as per Clause 6.1 at the page (Insolvency Resolution Process for No. 236 Corporate Persons) Regulations, 2016 Clause 7.2 at page No.249 of the Regulation Plan 38(1)(a)- The amount due to the operational creditors under a resolution plan shall be given priority in payment over financial creditors

Regulation 38(1)(b)- The amount payable under a resolution Not Applicable because Resolution plan to the financial creditors, who have a Plan has been approved with 100% right to vote under sub-section (2) of voting in favour of the Resolution. section 21 and did not vote in favour of the resolution plan, shall be paid in priority over financial creditors who voted in favour of the plan.

The Resolution Plan envisages a justified payout to the different class of creditors, as mentioned in Regulation 38(1A)-proposed payment of dues A resolution plan shall include a schedule. statement as to how it has dealt with the interests of all stakeholders, including financial creditors and operational creditors of the corporate debtor.

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

Regulation 38(1B)- A resolution plan shall include a statement giving details if the resolution applicant or Yes, clause No. 7.13 at page No .256 any of its related parties has failed to of Resolution plan contains a implement or contributed to the failure of statement that the neither resolution implementation of any other resolution plan applicant nor any of its related parties approved by the Adjudicating Authority at has failed to implement or any time in the past. contributed to the failure of implementation of any other resolution plan approved by the adjudicating authority at any time in the past. Regulation 38(2) of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 Compliance under Resolution Plan a. The term of the plan and its implementation schedule; As per clause 4.7.1 at Page No 210 of the Plan,

Once this Resolution Plan will be approved in its entirety by the Adjudicating Authority, the Resolution Applicant will seek all necessary approvals for effecting such terms from various statutory/ regulatory authorities; It being understood that all such approvals being to the satisfaction of the chairman of monitoring agency. .

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

(b) The management and control of the business of the corporate debtor during its Yes, as per the clause 4.7.2 at Page term; No 211 of the resolution plan;

From Effective Date, the management of the Resolution Applicant shall vest with the Monitoring Agency. The Cost of Monitoring Agency shall be borne by the Resolution Applicant.

(c) Adequate means for supervising its implementation; Yes, As per clause 5.6 at Page No 229 of the resolution plan

The Corporate Debtor propose the following for supervision and monitoring of implementation of the Resolution Plan:

The Corporate Debtor shall form Monitoring Agency comprising of Mohd Nazim Khan, Insolvency Professional, IBBI Reg No.: IBBI/IPA-002/IP-N00076/2017-18/10 207 as the Chairman with one representative from Resolution Applicant and one representative from the COC members during Implementation Period.

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

d) Provides for the manner in which proceedings in respect of avoidance litige Yes, as per clause 4.8.5 at page No transactions, if any, under Chapter III or 213 of the Resolution Plan fraudulent or wrongful trading under Chapter VI of Part II of the Code, shall will be pursued after the approval of Fina the Upon approval of the Resolution Plan resolution plan and the manner in bened by the NCLT, the resolution applicant which the proceeds, if any, from such will pursue the application having IA proceedings shall be distributed: No.88/2023 connected in Provided that this clause shall not CP(IB)-531/CHD/HRY/2023 and The apply to any resolution plan that has whatever amount will be recovered been submitted to the Adjudicating from the said IA, will be utilised for Authority under sub-section (6) of avoida the payment of creditors in full and if section 30 on or before the date of taken any amount is left after payment to commencement of the Insolvency and the creditors, the surplus amount will Bankruptcy Board of India (Insolvency be used for working capital of the Resolution Process for Corporate Persons) company (Second Amendment) Regulations, 2022 Regulation 38(3) of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations,2017 Compliance under Resolution Plan a. It addresses the cause of default Yes, as per the clause 2.5 at page no. 190 and clause 7.10 at page no. 255 of the resolution plan As per our understanding and details given in Information memorandum, the reason for the present position of the Corporate Debtor is the Financial Crisis of the Corporate Debtor. The bad shape of the economy, demonetization, harmful impacts of Goods and Services Tax, poor market conditions and the impact of pandemic Covid-19 leads to the financial crisis of the Corporate Debtor.

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

b. It is feasible and viable Yes, as per clause 7.11 page no 255 of the resolution plan

The Resolution Plan proposed by Resolution Applicant is in compliance with IB Code and its regulations. Resolution Applicant has proposed the upfront payment to the stakeholders which has been discussed in the Chapter IV (financial proposal).

The resolution applicant is quite experienced and have enough business acumen and will appoint technically capable professional to handle and revive the Corporate Debtor in the best interest of all the stakeholders. The Resolution Plan also states the process of its implementation and management to make it feasible and viable.

(c) It has provisions for its effective Yes, Term of the plan and its implementation implementation schedule in details Regulation 38(2): page No. 236 (d) It has provisions for approvals Yes, as per the clause 4.12 at page required and the timeline for the No. 214 of the Resolution plan same

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

(e) The resolution applicant has the Yes, as per clause 7.13 at page No. capability to implement the resolution 256 of the resolution plan read with plan. chapter III of resolution plan.

Regulation 39 (1) of Insolvency and Bankruptcy Board of India (Insolvency Compliance under Resolution Plan Resolution Process for Corporate Person Regulations, 2016

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

Regulation 39(1)- A prospective resolution applicant in the final Yes, we have received the resolution list may submit resolution plan or plans plan physically within the time given prepared in accordance with Code and these in the request for resolution plan regulations to the resolution professional electronically within the time given in the request for resolution plans under regulation 36B along with: a. an affidavit stating that it is yes, as per the clause 3.9 at page No eligible under section 29A to submit resolution 200 of the resolution plan an affidavit plan; has been annexed and marked as Annexure-VII

2. deleted by amendment 2. an undertaking by the prospective resolution applicant that every yes, as per clause 3.11 at page information and records provided in No.200 of the resolution plan an connection with or in the resolution undertaking has been annexed and plan is true and correct and discovery marked as Annexure-IX of false information and record at any time will render the applicant ineligible to continue in the corporate insolvency resolution process, forfeit any refundable deposit, and attract penal action under the Code. Regulation 39(1A) A resolution plan which does not comply with yes, as per clause 3.10 at page No. the provision of sub-regulation (1) shall be 200 of resolution plan an undertaking rejected. has been annexed and marked as annexure VIII

Regulation 39(2) The resolution professional shall submit to the Yes, as per clause 4.8.5 at page No committee all resolution plans which 213 of the Resolution Plan requirements comply of the Code and Upon approval of the Resolution Plan regulations made there under along with the by the NCLT, the resolution applicant details of following transactions, if any, will pursue the application having IA observed, found or determined by him: - No.88/2023 connected in (a) preferential transactions under section CP(IB)-531/CHD/HRY/2023 and 43; whatever amount will be recovered (b) undervalued transactions under section from the said IA, will be utilised for 45; the payment of creditors in full and if (c) extortionate credit transactions under any amount is left after payment to section 50;and the creditors, the surplus amount will

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

(d) fraudulent transactions under section be used for working capital of the 66,and the orders, if any, of the company adjudicating authority in respect of such transactions. Regulation 39(3) The committee shall evaluate the resolution plans received under sub-regulation (1) yes, Committee has prepared the strictly as per the evaluation matrix to identify Evaluation Matrix and approved H1 the best resolution plan and may approve it resolution plan with 100% voting in with such modifications as it deems fit. favour of Resolution plan. Provided that the committee shall record the reasons for approving or rejecting a resolution plan.

15. Details of Resolution Plan/Payment Schedule:

The relevant information with regard to the amount claimed, amount admitted, and the amount proposed to be paid by the Resolution Applicant under the said resolution plan is tabulated as under :

Particulars Amount of Amount of Amount Amount Amount Amount Claim Filed Claim provided provided reflected in available in ( In INR) admitted under the to the the last liquidation ( In INR) Plan ( In amount Balance INR) claimed Sheet (%) before CIRP. (only on 3 * starred item below) Secured Financial Nil Nil Nil Nil Nil Nil Creditors Unsecured 51,00,428 51,00,428 51,00,428 100 Nil 35,76,369 Financial Creditors (except related party) IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

*Staff & Workmen Nil Nil Nil Nil Nil Nil Operational 47,64,742.40 47,64,742.40 3,15,926 6.6305 Nil Nil Creditors (except statutory dues) Related Party Nil Nil Nil Nil Nil Nil (includes Unsecured Financial Creditors & Operational Creditor) *Statutory Nil Nil Nil Nil Nil Nil Liabilities *Any other liability, Nil Nil Nil Nil Nil Nil including contingent liability Working Capital Nil Nil 12,00,000 Nil Nil Nil

16. Summary of the Financial proposal/payment under the Resolution Plan is as follows:

Sr. No. Particulars Amount (In INR) Upfront Deferred Rest of verified by RP Cash Cash at the Deferred Cash end of 1st Year 1. CIRP Cost 10,00,000 10,00,000 Nil Nil 2. Secured Financial Creditor Nil Nil Nil Nil 3. Unsecured Financial Creditor 51,00,428 51,00,428 Nil Nil 4. Operational Creditor for 47,64,742.40 3,15,926 Nil Nil Goods & Services 5. Operational Creditor Nil Nil Nil Nil Government Dues (Customs) 6. Operational Creditor Nil Nil Nil Nil Government Dues (Tax) 7. Operational Creditor Nil Nil Nil Nil Employees & Workers 8. Funds for stabilization of 12,00,000 12,00,000 Nil Nil Business and Working Capital

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

Total 1,20,65,170.40 76,16,354 NIL NIL

17. PUFE Transactions filed by RP under Regulation 35A:-

Sections Nature of allegation Amounts Documents relied upon Remarks involved

66 Fraudulent Transaction 45,00,000 Bank statement, Share Pending purchase agreement, Loan Agreement

18. The resolution professional has appointed a forensic auditor, and on the basis of the forensic report, applications under Section 43(2) have been filed in compliance with Regulation 35A of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

19. The Resolution Applicant will pursue the avoidance transaction application and also meet the expenses incurred therein.

20. The Successful Resolution Applicants have filed an affidavit by diary No.02001/1 dated 03.08.2023 with regard to the payment of gratuity dues and dues to the workmen and employees stating as under:

“That Corporate Debtor does not have any workmen. Therefore, no payment of Provident fund and Gratuity dues would be pending up to the date of order of the NCLT approving the Resolution Plan”.

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

21. The term of the Resolution Plan shall be till the Resolution Plan approved by the Adjudicating Authority is fully implemented as specified in clause 4.7.3. of the plan and the implementation, the period shall be the period from the Effective date till the date of the completion of the events as specified in clause 4.7.4 of the plan. Further, the amount proposed for CIRP cost as specified in clause 6.2.1, and there is no contingent liability.

22. Upon approval of this plan, the corporate debtor is liable to pay the payment of Rs. 76,13,354/- (Rs. Seventy Six Lakhs Thirteen Thousand Three Hundred Fifty Four only) as proposed in Resolution Plan for all the stakeholders. Upon payment of the aforesaid amount, all the secured financial creditor shall relinquish all their charge from the corporate debtors remaining properties existing as on the insolvency commencement date in terms of the decision of the Hon’ble Supreme Court in the case of Ghanshyam Mishra and Sons Private Limited through Authorised Signatory vs. Edelweiss Asset Reconstruction Company Limited through the Director & Ors. 2021 SCC Online SC 313 and the principle of clean slate under Insolvency and Bankruptcy Code,2016.

23. Details on Management/Implementation and Relief as per Resolution Plan include the following Salient Features:

a. Management and affairs of the company. b. Appointment of monitoring agency. c. Compliance of applicable laws.

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

24. Certain Waivers, Reliefs, and Exemptions have been sought in the Resolution Plan. The applicant has submitted the following facts with regard to the Waivers, Reliefs and Exemptions sought in the Resolution plan:

Sr. Relief and/or Concessions and Competent Justification for The No. Approvals Sought Authority/ seeking the observations as Courts/ relief/concession regards Government/Se reliefs/concessio mi-Government ns sought as Authority for below are:-relief sought

1. To modify the contracts entered with NCLT For the purpose of Modification as related parties prior to insolvency revival of per law is commencement corporate Debtor approved. 2. Recovery of amount in IA 88/2023 if NCLT Such amount will The distribution any be used for meeting the be used for the be made as per liabilities of the CD purpose of clause 4.8.5 of the meeting the resolution plan liabilities of Corporate Debtor 3. Claim arose by non-compliance of Any Competent As no such claim Relevant Authority Applicable Law Authority was received by be approached for Resolution appropriate relief. Professional 4. All claims that may be made against Any Competent As no such claim Granted in terms the CD in relation to the payments Authority was received by of the judgement required to be made by CD as taxes Resolution of Hon’ble pertaining to the period prior to the Professional Supreme Court in effective date case of Ghanshyam Mishra and Sons Private Limited through Authorised Signatory vs. Edelweiss Asset Reconstruction Company Limited through the Director & Ors. 2021 SCC Online SC 313 5. Arising out of the legal proceedings Debt Recovery As no such legal Granted in terms initiated before any forum Tribunal proceeding was of the judgement initiated against of Hon’ble the Corporate Supreme Court in Debtor case of IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

Ghanshyam Mishra and Sons Private Limited through Authorised Signatory vs. Edelweiss Asset Reconstruction Company Limited through the Director & Ors. 2021 SCC Online SC 313 6. On account of any violation or Any Competent As no such Relevant Authority breach of any agreement of the Authority violation was be approached for corporate debtor, found by the appropriate relief. Resolution Professional 7. On account of all outstanding Any Competent As no such Granted in terms negotiable instruments issued by the Authority violation was of the judgement corporate debtor found by the of Hon’ble Resolution Supreme Court in Professional case of Ghanshyam Mishra and Sons Private Limited through Authorised Signatory vs. Edelweiss Asset Reconstruction Company Limited through the Director & Ors. 2021 SCC Online SC 313 8. On account of any Any Competent As no such Granted in terms guarantees/indemnities and all other Authority guarantee/ of the judgement forms of credit support provided by indemnities was of Hon’ble the corporate debtor found by the Supreme Court in corporate debtor case of Ghanshyam Mishra and Sons Private Limited through Authorised Signatory vs. Edelweiss Asset Reconstruction Company Limited through the Director & Ors. 2021 SCC Online SC 313 IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

9. On account of any form, security Any Competent As no such form, Relevant Authority provided by any person for and on Authority security was be approached for behalf of, and/or in order to secure found by the appropriate relief. any obligation of the corporate Resolution debtor (whether by way of Professional hypothecation, pledge, Mortgage, guarantee, or otherwise) 10. Arising out of termination of all Any Competent For the purpose of Relevant Authority agreement executed with any and all Authority revival of be approached for persons associated with the Existing corporate Debtor appropriate relief. Promoter Group in any manner whatsoever or relatives of the existing Promoter Group who are employees of the Corporate Debtor or holds any managerial /supervisory/any other position in the Corporate Debtor by the Monitoring Agency shall stand extinguished and annulled;

11. The Central Board of Direct Taxes Any Competent For the purpose of This is for Income shall consider the Corporate Debtor Authority revival of Tax Authorities as a widely held Corporate Debtor for corporate Debtor the purposes of Section 79 read with and Custom Section 2(18) of the Income Tax Act, authorities to 1961 (“IT Act”) and that the change in shareholding of the Company Consider, keeping pursuant to the Resolution Plan shall in view the objects not lead to lapse of brought forward losses of the Company. of Insolvency and Bankruptcy Code, 2016.

12. That there will be complete ceasure Any Competent For the purpose of Granted subject to on any/ all prosecution, attachment Authority revival of the relevant and/or seizure against the corporate corporate Debtor provisions of debtor under any law for the time Insolvency and being in force pursuant to Section Bankruptcy 32A Read with Section 238 of I B Code,2016. Code, 2016.

13. All MAT credit of the Company will Income Tax For the purpose of This is for Income continue with the Company (on a Department revival of Tax Authorities going concern basis) and will be corporate Debtor available for the benefit of the and Custom Corporate Debtor authorities to Consider, keeping in view the objects of Insolvency and IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

Bankruptcy Code,2016.

14. Upon completion date, the Corporate Centre For the purpose of This is for the Debtor shall be recognized for the Government/ revival of appropriate purpose of availing various State corporate Debtor authority to benefits/incentives granted by the Government consider keeping Central/State government from time in view the clean to time including but not limited to slate principle registration under the Micro, Small envisaged in and Medium Enterprises Insolvency and Development Act, 2006. Bankruptcy Code,2016. 15. Any requirements to obtain waivers Any Competent For the purpose of This is for Income from any Tax Authorities including in Authority revival of Tax Authorities terms of section 79 of the IT Act is corporate Debtor deemed to have granted upon and Custom approval of this Resolution Plan on authorities to the completion date Consider, keeping in view the objects of Insolvency and Bankruptcy Code,2016.

16. Any approvals that may be required Governmental For the purpose of This is for the from Governmental Authorities Authorities revival of appropriate (including tax authorities) in corporate Debtor authority to connection with the implementation consider keeping of the Resolution Plan including on in view the clean account of change in ownership / slate principle control of the Corporate Debtor shall envisaged in be deemed to have been granted on Insolvency and the Appointment Date. Bankruptcy Code, 2016. 17. Upon approval of the Resolution Governmental For the purpose of This is for the Plan by the NCLT, all Authorities revival of appropriate non-compliances, breaches and corporate Debtor authority to defaults of the corporate debtor for consider keeping the period prior to the Effective Date in view the clean (including but not limited to those slate principle relating to tax), shall be deemed to envisaged in be waived by the concerned Insolvency and Governmental Authorities Bankruptcy Code,2016. 18. All creditors of the Corporate Debtor Any Competent For the purpose of This is for the shall have to withdraw all legal Authority revival of appropriate proceedings commenced against the corporate Debtor authority to Resolution Applicant Corporate consider keeping Debtor in relation to Claims, in view the clean

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

including all criminal proceedings, slate principle proceedings under Section 138 of envisaged in the Negotiable Instruments Act, Insolvency and 1881 and proceedings under Bankruptcy SARFAESI and RDDBFI, within 30 Code,2016. (thirty) days of the Effective Date for revival of the corporate debtor and for economic stability of the business of the Resolution Applicant. Corporate Debtor.

19. From the Closing Date, all inquiries, Any Competent For the purpose of The corporate investigations and proceedings, Authority revival of debtor under the whether civil or criminal, suits, corporate Debtor SRA will not be claims, disputes, proceedings in responsible for connection with the Corporate any liability arising Debtor & its directors/ promoters or out of the action affairs of the corporate debtor shall of the stand withdrawn and dismissed and management all liabilities and obligations before the therefore, whether or not set out in approval of the the balance sheets of the Corporate resolution plan by Debtor or the profit and loss account this Authority as statements of the Corporate Debtor per the clean slate will be deemed to have been written policy in off fully, and permanently Insolvency and extinguished Bankruptcy Code,2016. The proceedings against the erstwhile management, however, will continue as per law. 20. Except to the extent of payments to Any Competent For the purpose of This is for the be made to the Financial Creditor Authority revival of appropriate and Operational and Other creditors corporate Debtor authority to under Chapter VI and this Chapter consider keeping above, the Resolution Applicant shall in view the clean have no liability towards any slate principle Operational Creditors and other envisaged in creditors with respect to any claims. Insolvency and Bankruptcy Code,2016. 21. Resolution Applicant shall not be Any Competent As no such Granted as per impacted and will be kept Authority indemnities, the relevant indemnified financially or otherwise negative impact provisions of against any of the negative impact / was found by the Insolvency and observation / findings of Forensic Resolution Bankruptcy Audit. Further, neither the Resolution Professional Code,2016. Applicant nor any member of the new promoter group shall be made

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

party to any of the legal cases arising out of such forensic audit.

22. No action will be taken against the Any Competent For the purpose of This is for the any dues non-compliance penalty, Authority revival of appropriate interest related to the period before corporate Debtor authority to the effective date, by any authority consider keeping under PF Act, ESI, Factory Act, in view the clean electricity department, Fire slate principle department, Pollution Department, envisaged in Labour Law or any other statutory Insolvency and department not mentioned herein Bankruptcy above. Code,2016.

23. Immediately from the Effective Date Adjudicating For the purpose of Granted as per the existing directors of the Authority revival of the relevant Corporate Debtor shall cease to be corporate Debtor provisions of the Directors of the Corporate Insolvency and Debtor. Bankruptcy Code,2016. 24. The Resolution Applicant Adjudicating For the purpose of Granted as per acknowledges that the COC / Authority revival of the relevant Interim Resolution Professional/ corporate Debtor provisions of Resolution Professional is neither Insolvency and providing any representation or Bankruptcy warranty express or implied Code,2016. regarding the status of business, the business prospects or assets the Corporate Debtor nor do they have any obligation to give such representation or warranty in relation to the Corporate Debtor and the COC / IRP assume no liability whatsoever in this respect.

25. That the Resolution Applicant Adjudicating For the purpose of Granted as per hereby undertakes to release the Authority revival of the relevant Resolution Professional, the COC, corporate Debtor provisions of Resolution Process Advisor, Insolvency and employees, agents, irrevocably, Bankruptcy unconditionally, fully and finally, from Code,2016. any and all liability for claims, losses, damages, costs, expenses or liabilities, in any way related to or arising from the exercise of any rights or performance of any obligations set out under this RFRP, or in connection with the Resolution Plan Process, and waives any and all rights or claims the Resolution Applicant(s) may have in this respect, whether actual or IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

contingent, whether present or in future

25. On a perusal of the reliefs etc., sought above, it is seen that the same are claimed under the general reliefs as per the provisions of IBC, under the ratios of various judicial pronouncements. Some of the reliefs sought comes within the jurisdiction of Government Authorities/Departments. As regards the aforementioned claims under the IBC, it is clarified that this Adjudicating Authority has powers to decide the reliefs claimed which are directly relatable to the Resolution Process and not over those pertaining to extraneous issues. Regarding the reliefs/waivers pertaining to the domain of various Departments/Governmental Authorities, it is further clarified that this Adjudicating Authority has no power to sanction these waivers, etc., and the Successful Resolution Applicants are at liberty to approach the competent authorities/courts/legal forums/office(s) Government or Semi-Government/State or Central Government for appropriate relief(s) sought in the plan. Approval of the Resolution Plan does not mean automatic waivers.

26. It is directed that any relief sought in the resolution plan, where the contract/agreement/understanding/proceedings/actions/notice etc., is not specifically identified or is for future and contingent liability, is at this moment not acceded to.

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

27. For the implementation of the plan following names have been proposed as the members of the Monitoring Committee:

Name(s) of the proposed Brief description of the Proposed member(s) of implementation and member(s) of the I&M committee monitoring committee

Mohd Nazim Khan (RP) Chairperson

One representative of Resolution Member Applicant

One Representative from COC Member members

28. After hearing the submissions made by the learned counsel for the Resolution Professional and perusing the records, we find that the Resolution Plan, has been approved on the terms both financial and others as detailed therein. 29. As per the CoC, the Resolution 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.

30. On perusal of the documents on record, we are satisfied that the Resolution Plan, thereto, are in accordance with Sections 30 and 31 of the Code and complies with Regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

31. Therefore, subject to the observations made in this order, we hereby accord our approval to the Resolution Plan.

32. It is further directed that the Resolution Applicant, on taking control of the corporate debtor, shall ensure compliance under all applicable laws for the time being in force. As far as the question of granting time to comply with the statutory obligations or 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.

32.1. The Resolution Plan as approved shall be binding on the corporate debtor and its employees, members, and creditors, including the Central Government, State Government, or Local Authority, to whom a debt in respect of the payment of dues arising under any law for the time being in force such as authorities to whom statutory dues are owned, guarantors and other stakeholders involved in the resolution plan. 32.2. The Moratorium imposed under Section 14 shall cease to have effect from the date of this order. 32.3. The Resolution Professional shall stand discharged from his duties with effect from the date of this order. However, he shall perform his duties in terms of the Resolution Plan as approved by this Adjudicating Authority. 32.4. The Resolution Professional is further directed to hand over all records and properties to the Resolution Applicant and shall finalize

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

the further line of action required for starting the operation. The Resolution Applicant shall have access to all the records and premises of the corporate debtor through the Resolution Professional to finalize the further line of action required for starting the operation. 32.5. In case of non-compliance with this order or withdrawal of the Resolution Plan, the performance security amount already paid by the Resolution Applicant shall be liable to be forfeited, in addition to such further action as may be permitted under the law. 32.6. Liberty is hereby granted for moving any application if required in connection with the implementation of this Resolution Plan.

33. The Resolution Professional shall forward all records relating to the conduct of the CIRP and the resolution plan to the Board to be recorded on its database.

34. The Resolution Professional shall file a copy of this order with the concerned Registrar of Companies, inter alia, for updating the status of the corporate debtor.

35. Additionally, the Registry shall send a copy of this order to the concerned Registrar of Companies.

36. The application bearing IA No. 1563 of 2023 in the main Company Petition, i.e., CP (IB) No. 531/Chd/Hry/2019, shall stand allowed and disposed of accordingly.

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)

37. A certified copy of this order may be issued, if applied for, upon compliance with all requisite formalities.

Sd/- Sd/- (Subrata Kumar Dash) (Harnam Singh Thakur) Member (Technical) Member (Judicial) August 22, 2023 PB/TBG

IA No.1563 of 2023 In CP(IB) No.531/Chd/Hry/2019 (Admitted)