Approval of Resolution Plan - SPS Autotubes Pvt. Ltd.

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

^t _ =J* -Sd* SAMEER KAKAR SHAMMI KHAN MEMBER (TECHNICAL) MEMBER (JUDICIAL) SEN

BEFORE THE ADJUDICATING AUTHORITY NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH, COURT-I, AHMEDABAD

. IA(Plan)2 1 / NCLT l[Ir]lrtrl2o24 In c.P (I.8.) No. 335/NCLT IAIIDI|2022 (An AppLication under Section 30(6) of tlre IBC, 2016 seeking approual of the Resolution Plan)

In the matter of : Kailash T Shah Resolution Professiona.l Of SPS Autotubes Private Limited Having registered office at: 505, 21st Century Business Centre, Near World Trade Centre, Ring Road, Surat-395002, Gujarat. Applicalt .. . Order Pronounced on 16.1O.2O24 CORAM: SH. SHAMMI KIIAN, HON'BLE MEMBER (JUDICIALI SH. SAMEER KAXAR, HON'BLE MEMBER (TECHNICALI

ADDearance: For Applicant(s) : Mr. Nipun Singhvi, Advocate For the RP : Mr. Kailash T Shah, RP in person For the FC : Mr. Jitendra Shah, Chief Manager, The Cosmos Co. Op Bank Ltd.

IA(Plan)/21(AxM)2021 in CP(lB) ll5 of2022 In tlc malcr of: SPS Autotubes Pvt. Ltd. I of42

RDER O IPER: BENCHI 1. IA(Plan)/21(AIiI['[|2O24 is filed on 09.05.2024 under inwad no.tr7219 by the Resolution Professional (hereinafter referred to as "RP") of the Corporate Debtor - M/s. SPS Autotubes Private Limited under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as "IBC, 2O16") seeking the following prayers: a) This Hon'ble Adjudicating Authoitg maA be pleased to approue the Resolution Plan under Section 30(6) of the Insoluencg and Bankruptcy Code, 2016 submitted bg Mr. Satish Asltmalji Mehta & Ors., the successful Resolution Applicant and be further pleased to order and declare that such an approued Resolution Plan is binding on the Corprate Debtor, lts emplogees, members, creditors, including the Central Gouernment, the State Gouemment, the Local Authority ond other authorities, the guarantors and all other stakeholders inuolued in the Resolution Plan; b) Ana other order that the Hon'ble NCLT may deem fit in the facts and circumstances of the present case. 2. The brief, facts ofthe case are as under:- I. This Tribunal vide its order dated 15.09.2023 passed an order for initiating the Corporate Insolvency ..CIRP"',/ Resolution Process (hereinafter referred to as IA(l'lan)/21(All\4)2024 in CP(IB) 135 o12022 In the nraterol: SPSAutotub€s Pvt. Ltd. 2of42 against the Corporate Debtor - M/s. SPS Autotubes Private Limited in CP(IB) No. 335 of 2022 filed by Financial Creditor - The Cosmos Co-operative Bank Ltd., under Section 7 of the IBC, 2016. Mr. Kailash T Shah was appointed as Interim Resolution Professional (hereinafter referred to as "IRP").

II. The IRP issued public announcement in Form A 18.09.2023 with last date of submission of claims 29.09.2023. Purusant to the public announcement, the IRP received one claim from Secured Financial Creditor i.e., The Cosmos Co operative Bank Limited and formed the Committee of Creditors (hereinafter referred to as "CoC") consisting of sole Financial Creditor, having 1OO% voting share. The Details of Financial Creditor is as under:- Sr. lYo. Name of Financial Atuouftt of claim Nature of Votiftg Creditor Member of adfiitted in Rs. CLaim Share coc 1. The Cosmos - Co 39,50,20,00s.s6 Seatred 1000n operatiue Bank Ltd Financial Creditor Totd.l s9,s0,20,005.56/ - 100%

III. The 1"t meeting of CoC was held on 3,/ O9.LO.2O2 .1r/ lA(l)ian)/21(AI lM)2024 in CP(lB) 135 012022 ln the nrater of: SPS Aulotubes Pvt. Ltd, i ol 42 wherein the IRP provided the detailed information regarding the assets/machinery which was available at the premises of the Corporate Debtor and also informed the CoC that the Corporate Debtor is a going concern and is doing the job work of other parties. The CoC with 100% voting share resolved to appoint the IRP as RP.

IV. The 2"d CoC meeting was held on 03. 1.2023 1 wherein the RP informed the CoC that since the Corporate Debtor is a going concern ald as per IBC, it is mandatory to undertake transaction audit for a period of last 2 years of operations of Corporate Debtor. The CoC informed that they will internally discuss regarding the undertaking transaction audit. In the said meeting, the CoC resolved to publish the Form G in two newspapers, namely, Finalcial Express - English & Gujarati Edition (combo) and Dirya Bhaskar - Gujarati trdition. Putsuant to which Form-G was published on 09.11.2023 in two newspapers i.e., Financia-1 Express (English and \/ IA(Plar)/21(AHltl)2024 in CP(lB) 33i o12022 In the maler oli SPS Autotubes Prt. t,td. 1o141,

Gujarati language) and Dirya Bhaskat (Gujarati language) with last date of receipt of EoI on 25. t .2023. 1

V. The 3'd meeting of CoC was held on 12.12.2023 wherein the RP informed the CoC that RP has received 7 Expression of Interests ("Eols'r; from the till Prospective Resolution Applicant ("PRA") date. Out of which one EoI from Mr. Sunilkumar Agarwal was received aJter the last date of submission i.e., on 25.11.2023 and one PRA - M/s. Rajratna Ventures Limited walts to withdraw its Eol ald is demanding return of EMD. Now, there are 5 PRAs.

vI. The 4ih CoC meeting was held on L5.Ol .2024 wherein the RP informed the CoC that ti1l the last date of submission of Resolution Plal. the RP received one Resolution Plan from Mr. Satish Mehta a.w. Mr. Prakashraj Jain and Mr. Sunny Prakashraj Jain (Suspended Management). One PRA, Mr. Mitin Jain requested to extend the last date of submission of Resolution Plal by 15 days _ i.e w ., from 15.O7.2024 to ,// A/' IA(Plan)/21(AHM)2021 in CP(lll) 135 of2022 h thcmatcrof: SPS Autotubes Pvt. Ltd. 5ot42

30.O7 .2024 which was not extended.

VII. The 5th meeting of CoC was held on I\.O3.2O24 wherein the authorized representative of PRA was instructed to submit modified Resolution Plal as requested to them in the last CoC meeting. In the said meeting, the CoC resolved to file an application seeking extension of 90 days beyond 180 days. Accordngly, this Tribunal vide its order dated 04.04.2024 in IA/526(AHM)2O24, at the request counsel for the RP extended the CIRP period by 3O days and condoned the delay in fi1ing the application as the Resolution Plan was approved by the CoC in 6th meeting held on 06.06.2024.

VIII. In 6th CoC meeting held on 06.04.2024, tlne RP informed the CoC regarding receipt of fina_l Resolution Plan from PRA - Mr. Satish Ashmalji Mehta & Ors. The CoC requested the PRA to improve/modify the Resolution Plal. The modification in the Resolution Plan submitted bv PRA were discussed by and between the CoC ald the IA(Plan)/21(AHM)2024 in CP(lB) 315 of2022 In the marer of : SPS Autotub€s Pvt. Ltd. 6 ol 42

PRA. The PRA submitted to RP and CoC a clarification note in relation to the Resolution Plan which shall be considered as integral part of the Resolution Plan and for any clarification or confusion on those points, the contents of this clarification note sha-Il be considered as final.

IX. The RP informed the CoC tltat he receiued nine claims from ex-tuorkmen's amounting to Rs.79,51,5O5/ dated 15.12.2023. Out of total amount claimed of Rs. 7 9, 5 1,5O5 / -, claims amounting to Rs. 1 7, 3 5, 9 68/ -are acceptable for collation as per the order of Hon. Labour Court, Ahmedabad and the same utas also intimated to the Successful Resolution Applicant, uho uere also atterlding the meeting. RP furlher informed the members of the CoC and the Resolution Applicant that the accepted claims amounting to Rs.17,35,968/-are pertaining to more than 2 gears otd peiod from CIRP commencement date, those claims uill be categorized under the head Operational creditors. X. The RP discussed the improved/modifred Resolution Plan with CoC and the CoC resolved their queries and after various discussion and negotiations, the CoC having voting percentage of 100% approved the d,'/ , I (Plan)/21(AHM)2021 nr CP(IB) ll5 of2022 In rhc mater of: SPS Autorubes Pyt. Ltd. 7 ttf 42

Resolution Plan submitted by Mr. Satish Ashmalji Mehta & Ors. In the said 6th CoC meeting, follor,r'ing resolutions were passed:-ls. ... | lr I R,ESIOLUTI('N I roo o I RESOLVED TII/\T the R.solution Pla submitted by ]\r.. Satish Ashtuiji Mctlla & oB.. R.solutio. Apl,lic&rs is found to be apprcpriate. f€sibre & I wiabte. 'fhe re$lution ple submitted by them be dd is hcEby approwed by the Committee of CrcditoE of M/s SPS Auiotubes Private Limitcd subjecr to al)psval of the sme by tlon'tlc Adjudicsrins Auihorib,- Ncl- I', Ahmedabad ltench." RESOLUTION 2 RESOLVED THA I' lbc Rcceipt & Paldedt a.count a shared by the RP aor lhe pc.iod frco l5lo9l2o?3 rill 3l/O3,2O24 tre md is hcrcby approvc'd and the cost incrsed tty tne RP till lhat day be sd ishe.eby a.itied f. I Reorurioo No- 3(.). RESOLVED rI IA't' rhe con*nt ol' lhe commilrec of crcditoE of M7s. SPS Altot\rb€s Priware l-imited be and is harctry accorded 16 liquidate the corpoEre dcblor M/s. SPS -autotubes Privete Li'frited. sut,icct ro spprcul of Hon'ble Adjudieting Autirority, NCLT Alr'nedsbad Aench. Rc.olutioD No, 30r) _RtisoLvltD 'l lll\T tlre rot6l eslimared Liquid{rioD 6st will b€ ras. l5.oo.ooo/- sd liquid s*ts of ahe co.pomre dcbtor i6 NlL. 5. I ReolutroD No- 3(c) _RESOLVED THAT thc apprcval of tl-.c mcrbcE of Coc be md is hcrcby givcn to sale rhe @rpoEr. dctrtor - M/s. SPS /\ntotubes Pdwate Limiled E a goina coocem unde. claus (e) of rceuladoD 32 of the tnsolwency md Bekoptcy Boa.d of tndi. (Liquidation PllJ€€s) Reeulatiors. 20 r 6, sutje€t to apprcvar by Hon'ble Adjudieri.g As.trority, NCLT-ll"*A-'hsedabad Bsch, if d ordcr fo. liqui&tion is pased under seclion 33." L IA( Plan)/21 (AI IM )2024 in CP(lB) 315 o12022 ln the nrater of: SPS Aulotubes Pvt- Ltd, 8 of42

-o_ R€3olotlon No. 3(d) "RESOLVED THAT the approval ofthe memters of CoC be and i3 hercby aiven to sle the busin€si ofrhc co.pomte debbr - M/s. sPs Aurotubes Private t.inlhed as a aoing concem undcr clause (f) ofrcaulation 32 of ih. lnsolvency and Bonkruptcy Boad of lndia (Liquidation P.ocess) Reaulations, 2016. subjecl 1o approval by Hon'ble A4iudicatine Authority. NCL'r- Bcnch-if 6r order for ligui&tion is ^.hmcd8bad Passed under scctioo 33." Rolorqtlon No- 3(c) RESOLVED THAT appoidtmenl of Mr. Pawm Jaaetia a Liquidaro. is hcrcby appruvcd for appointmcn. &s Liquidator of M/s. SPS Aulotubes Privatc LiBired, in qsc thc Orde. for f,iquidatior is p!-ssd by rhe Hon'blc NCLT. Ahmcdabad Be.ch." "RESOLVED FURTHER THAT the rees of the (isl Liquidstor is decidcd a: Rs. I.OO.OOO/- (plus ) per t_ 'l-hat in light oftbc abovemcnrioned worinS; i. can be held that lhc C()C has spprov€d the rcsolution plan submincd by Mr. satish Ashrnalj i Mehra & ors. (Copy ofminutes of6s CoC mceting dated 06.04.2024 alonS wiah vo.inB shcca is atulched snd marked &s Anner{rc-K).

XI. The 7th CoC meeting was held on 06.05.2024 wherein the CoC discussed about the commercial feasitrilitw and viability of the plan and aJter discussion resolved that plan of Mr. Satish Ashmalji Mehta & Ors., confirms to all the mandatory requirements of the rBC,20t6. IA(Plan)/21(AIIM)2024 in CP(lB) 335 o12022 Ir thc mar* of: SPSAutotubes Pvt.l,td. 9 of12

XII. It is stated that the Corporate Debtor is MSMtr, bearing Udyam Registration No. "UDYAM-cJ-01- 0053307" ar-rd further Corporate Debtor is Smal1 trnterprise for the classification year of 2023-24 as on classification date of 09.O5.2023. Since, the Corporate Debtor is MSME, the RAs are applicable to submit the plan and are not disqualified under Section 29A of IBC, 2016.

3. It is stated that as the Resolution Plan was approved, letter of intent was issued to the SRA on 22.04.2024 against which SRA has alrady paid Rs. 1,43,00,000/ on 06.05.2024 towards Performance Guarantee. A copy of letter of intent and proof of payment of Perfor-rnalce Guarantee is arnexed as Annexure-O.

4. The Key features of the Resolution Plan, in brief, stated to be as under:-

?

IA(P1an)/21(AI lM)202.1in CP(lB) 335 oi2022 In lhc maler ol: SPS Autotub€s Pvt. Ltd. l0 of,l2

4 l Effi

I. Plymcnt of CIRP Cost [Reli:rence - Secrion lV Page 25 of PIan]- The Resolution Applicant aSrees lh4 rhc amounrs ro be paid roward CIRP cosrs shall be dclermincd by thc Resoturion Prcfcssional as soon 6 pmcaicable aner the Hon'bte NCLT approval date ond in any evcn no later than 30 (thiny) days from rhe dale thereof RA sssunes lhat thc CD is a Aoing concem so CIRP cosls should bc paid t'rom rhe same. In case the.e is an). deficir in CIRP cosr as ofthe dsle ofapproval or rhc plar, samc shall be paid by the RA. 2- Fresh Equity ltrfusiorlRcferenc€ - Section MaBc 25 ofPlanl-The Resolurion Applicanl is proposing lo irfuse fresh €quiry in rhe Cor?omrc Dcbror to rhe rune of Rs. I crores which shall b€ infrB.d upfiont from ils ow'r sourccs. lhe exisling shaEholdins will b€ extinauished and new shares will be issued. The existin8 shareholders will not be paid any considemtion. The ncw lbt of shareholders will lopy of rEsolution plan and Copy of clsification llot€ to Resolulion plafl is 5. In respect of Source of Fund, (Section IV of plan), it is stated that:- "One of the Resolution Applicant Mr. Satish Ashmatji Mehta alone is hauing q Net Worth of Rs. 1,253.95 lacs as on 22nd June 2023. The requisite Netuorth certiflcate ha,s been alreadg submitted ds d part of the expression of interest. Tlrc Resolution Applicant shalL infuse funds from its olt)n ,q. reserves. In case of ang additional fund. requirement, tlle L (Plan)/21(AxM)2024 in CP(lB) 135 of2022 In thc maler ofi SPS Autotubes Pvt. Ltd. ll of 12

Applicdnt is confident to raise futlher funds, tuhile maintaining comfortable Debt-Equitu Ratio. The sqid amount tDill be utilized for settlement and pagments of cl..ims of Financial, Operational dnd other Creditors. So the Resolution Applicdnt qre able to mdke paAment of CIRP cost Luithin 30 dags from tleir own funds. 6. In respect of the Monitoring Committee (Section XI of plan), it is stated that:- As stated under Section XI at Page 51, the Implementation & Monitoring Committee sha11 comprise of one nominee of the Resolution Applicant, the Insolvency Resolution Professional and one nominee of the Approving Financial Creditors. The monitoring committee will be chaired by the Resolution Professional for the effective implementation of the Resolution Plan.

7. It is stated that the Resolution Plall is in compliance of Section 30(2) of the IBC, 2016 arLd Regulation 38(14.) fo the CIRP Regulations, 20\6. The Liquidation Va1ue and Fair Value of the Corporate Debtor is Rs.8,29,03,641/ -and Rs. 19, 15,43,1361 - respectively.

8. This Tribunal vide its order dated 23.07.2024 allowed to, ,<. ./ IA( Plan)/21(AI IM)2024 in CP(lB) 135 of2022 h the nrater ofr SPS Autolub€s Pvt. Ltd. \Z o'l 12 fi1e the modified list of creditors. The said order records as under:- It is stated by the RP that 6th CoC meeting was held on 06.04.2024, minutes of meeting are attached at page 37 and at page No.40, CoC has discussed about claims as far as regarding the belated claims from the employees. The following discussion is recorded. "The CoC members approued the claims amounting to Rs. 17,35,968/- ds per the Order of tLe Hon. Lqbour Coutt, Ahmedabad and the same uas also intimated to the Success/ul Resolution Applicant, who u,ere dlso dttenditq the meeting regarding acceptance of the cldim amounting to R6. 17,35,968/- and rejection of claim amounting to Rs. 62,15,537/-. The RP suggested the CoC members that an appeal should be Jlled before the appropidte forum for challenging the order of Hon'bLe Lqbour Court, to LDhich the CoC members agreed. The RP further informed the members of the CoC and the Resolution Applicants thctt the accepted. claims amounting to Rs. 17,35,968/- are pertaining to more than 2 gears oLd peiod from CIRP commencement date, those claims will be categoriz,ed under the head Operational creditors.

The PRA's also took note of the same." Subsequent to the same, CoC lrith 10096 majoitA directed the RP to fi.le the present application dnd the releuant resolution is appended on page 58 & 59 of the application. As claim of the workman emanating from an order of Labour Court and as the CoC has alread.g with 100a/o majoitA approued the claims amounting to Rs. 17,35,968/ , ute herebg allow prager (A) to (C) and accordinglg, this apptication is alloued and is disposed of. 9. In compliance of the order dated 17.05.2024 whrein this Tribunal has directed the RP to explain the difference in IA(Plan)121(AHM)2021 in CP(lB) 335 or2022 ln lhe mater of: SPS Autotubes Pvt. Ltd. 13 of 42 fair value and liquidation va,lue, the RP frled an a-ffidavit under inward diary no.4515 dated 10.06.2024. In the said aflidavit, the RP has given the reasons for the huge difference between the fair value and the liquidation value in the following malrner: SECURITIES AND FINANCIAL ASSETS:- a) As per Vaiuation Report submitted by the SFA valuers, there is difference in the following amounts: Particul Fair Liquidation Difference Valur (in Rs.) (in Rs.) GST 92,30,355.50 a7 ,79 ,47A .00 4,50,88.50 As per Electronic Balance Credit ledger there is balance of 90,17,711.00 lying as GST Credit and accordingly the FMV and Liquidation Valur Deferred 7 ,64 ,34 ,7 6A.

NIL 7,64,30,76a. There is 00 00 (DTA) certainty of the expected Total 4,56,61,123. a7,79,47O.OO 7,64,81, 50

PLANT & MACHINERY:- b) The Average Fair Valur of the Plant & Machinery is Rs.6,34,62,6361- and Average Liquidation value of Plant & Machinery is Rs.3,99,16,664/ - having estimated difference of 237o between the Fair Value and Liquidation Value. The variation of 2370 between the Fair Value and Liquidation Value is fair as in case of Liquidation of CD the value of .,/ W, IA(PIan)/21(AHM)202,1 in Cr(lll) 315 o12022 In lhe matcr of: SPS Autotubes Pvt. Ltd. 11 of 12

Plant & machinery will be reduced. In the event of Liquidation of the CD, the successful bidder has to remove the Plant & Machinery from the Factory site. So, the Iiquidation value is 23olo lower than the fair market value. {Copy of valuation report is attached and marked as Annexure B). LAND & BUILDING: c) The Average Fair Market Value of the Land & Building is Rs.3,28,48,000/ - and Average Liquidation value of Land & Building is Rs.2,46,36,25O / having estimated difference of 1470 between the Fair Value and Liquidation Value. The variation of 147o between the Fair Value and Liquidation Value is lair as in case of Liquidation of CD the vaiue of Land & Building will be reduced. 1O. This Tribunal vide its order dated 29.O7.2024 directed the RP to fi1e additional affidavit on the following grounds:- L RP tolile RFRP document. . RP to Jile copies of Eol received in response to publicatio o;/ Form-G. I It is seen thut the SF-A comprises of thtee persons, f,t o dre the Suspended Directors oJ the Corporate Debtor. RP to Jile agreement betu)een the /hlce parties for placing the present Resolution Plan befor.e the RP. lf.

Perusal of the plan reyeals that payment to Find cial Creditol tmder the Plan is spt'ead o\)et a period oJ six (6) years. The tintelines for Narious paymenl., are ltol speciled in the plan. In the present Jbrn, the lrarious timelines are wry ambiguous- RP to obtai fie same Jiom the Rl and get lhe sdnle approved ftom the CoC. RP is permitted hereby to call another CoC t eeting just for this limited purpose next l0 '|ithin days- V. Perusal of the pldn ret e.tls that a sum o;f Rs.2 Crores will be in rested in the working capital of the Corporate Debtor. No tifieline is given in the plan regarding such ififusion. RP to obtain chrityfrom lhe SP-l. Vl II is seen from the plan that majority of the payment to the Financial Creditor is on deferred basis through internal .tccrudls ge erated out of .'L.' IA(Plan)/21(AHM)2021 in CP(lB) 315 of2022 ln rhe malerofr SPS Autotubes Pvt. Ltd. 15 of42 the v,orking ofthe Corporate Debtot-. Detdiledfnancial proiection hdye nol been atteched alongwilh the pla. VIl. lt is seen that Jinancial |iability was seefi b)) the CoC in the 7th CoC neeling. The various parameters based upon vhich lna cial viahilit_l vus established arc not fon ing part of the present plan apptotLtl applicdtion- Let the same be filed.

V111. 29A compliance a/lidctlit o:f lhe t*-o Suspended Director.r, Mr Prakash is Jain and Mr. Stnny Jain ot fotning pdrt of the present application. Let the same be lled. 11, In compliance of the order dated 29.07 .2024, the RP filed an additional affidavit under inward diary no. D6666 dated 29.08.2024 with Annexure A1 to Annexure .{9. However, during the course of hearing on 3O.O8.2O24, lhe counsel for the RP sought indulgence to get better affrdavit-cum-undertaking in terms of Section 29A and to hold meeting of one more CoC to take a ca-ll on relief and concession. The order dated 30.08.2024 records as under:- "....Howeuer, Ld. Counsel for the Appticant/ RP seeks indulgence to get better dffldaDit-cum-undeftaking in terms of Section 29A from the suspended directors, uho are part of the SRA and fi.le the same which is alloued. Ld. Counsel for the Applicant/ RP also seeks one more indulgence to hold meeting of one more CoC to take a call on the relidf and concession as sought in the Resolution Plan bA the SRA LDith deliberqtion in CoC meeting as uell as other issues, if ang and to place on record the same uithin 10 daAs uhich is also alloued. ...".

Z- IA(f ld)21(AHM)2024 in CIr(lB) l15 of2022 In the nater of: SPS Autotubes P!t. Ltd.

12. In compliance of the order dated 3O.Oa.2O24, an additional affidavit under inward diary no.D6972 dated 72.09.2024 was fi1ed. As per the said affidavit, the RP convened the 9th CoC meeting on 06.09.2024 wherein the RP discussed the status of hearing of IA(P1an)21 of 2024 amongst the CoC members and further discussed the relief sought by SRA. Upon discussion, the CoC members with 100% voting right approved and resolved relief, concession arrd waivers sought by SRA. Further, the RP filed fresh allfidavit-cum-undertaking in terms of Section 29A of IBC, 2OL6 of members of suspended directors which is attached as Annexure-3.

13. A convenience compliation under inward diary no. D5973 dated 3 i.07.2024 is fi,led which is taken on record and we have gone through the same.

14. The RP frled the revisded Form-H under inward diarlz no. D7189 dated 2O.O9.2O24. The same is taken on record.

15. As per the revised Form H, the arnount provided for the stakeholders under the Resolution Plan is as under:- ,/ h./ l/ LA(Pluy'2l(AHM12024 in CP{tBl ll5 of2022 In the mater of: SPSAutotubes Pyt. Ltd, l7 of 12

7. rhrnDunrs profidrd r-Dr rnc rrchot.t.rs undr.rh. Rcsornrion r,ran isrs !tutcl i N". I (a) crudiros tror hnvang r ra8hr to vore s.d€r sub, scc'ion (2) ofsccrion lt (br Olh$.fiu (l, .5.vrr (i) who did nor v.r. in fivoN of rlr rc<,luiion l' i I I I l i I (b, <).h' than (6) rbov.: I I I (i) Eno did .or v.!c in l r.vour or.nc rc$rudotr I lii) $h. vor..l in rnlour (ru!, !rc b.yond 2r u'r,/ IA(Pla.)/21(AIIM)2024 in CP(lB) ll5 o12022 In the mare. of: SPS Autotubes Pvt. Ltd. lE of42

16. The Schedule of Payment as mentioned in the additional affidavit dated 29.08.2024 is as under:-

5(hrdul€ ol Pavm$t I (.

is,!?:.gg!.9!.*i _ ., *_rrgs i - 1),875.000.00 - ) s,875,009.09_, - _ 1+2?O " - _ i _..1,:,17;.000.00.__: - - T+IGC -- _IL906,250.00 T+450

11,906,250.00 T+810. | _11906,250.00 T+900. :: \,| . .. _ 1i.e06.2s9:S!:-_ _- ..- _ _ - .'l ..Tllpgq l_ _ 1L!96,250,00 i t+1170 i .. __jr-!grr.2.r0-0!*-:_.____**_ r+!-qq_ _ ,* :l, 'Ug!,?.-sxi!-_I---- i, - r+rqoo - *.---'.,-_ I - .i1 r .9 ', ,J r 6, 4 25 + 0.0 + 0. --i .. - -- - .I T 11 i 5 l ? 6 D rt-"_-_:* l r. r+r7ro .l "-. __,_ !L9gga5!,9-0. ..:..,.._ _ -_- ._-...*r, I r+1800 il/906,250.00 I ' :+1890 i _._ - . 7 l-q p [. u L? ; t ] q 'J ? .1 L 5 _ . ]_ _ - i;80 ---.:_-_ I _- 1 __ L-._ I I r'-... lA(Plan)/21(,\HN1)2024 in CP(lB) 315 012022 In the nrater of: SPSAutotubes Pvt. Ltd. 19 of 12

NOTE| The undersigned, hereby declare that in accordance with the submittad resolution plan, ali iavestmrnt of rdditlonrl 2 cror6 will be made by the nesotution lppticanc(s) towards the working c.pllalofthc corportte debtor wlthin u p".ioa of ti, ,ontis tro, ttre dat€ of aporoYrl of tic reEolutloo plsn' The purpose of this atlo€.tlon l5 to ensure that the corporate debtor has Sdcquatc iiqriatty to support lts operationrl requlrements and facllitate smooth buslo€ss o/erations. ftre funa oi z crores wlll De lntused ln sccordance tdith below mentioned schedule thvmant. S?h.dula ot I, O.tE of lDFmv.l ol taiolu{on Phn = f I

17. The interests of existing share holders have been altered by the Resolution plan as under:- I Thr iiEresls of existing shanlplders have beap altend by thc Resoluiion plan 05 under, st. No .of Sluns \ .\t.. l No hcld bcfore. ltt 1 ,rll J CIRP ).lii. ( lPl) I SunnyJain rl I \'.i ;': I .i \i, l

1,lrl 1,, l (Plan)/21(,\HM)2024 in Cf (llll 135 o12022 Ir lhe maicr of: SPS Autotubes Pvt. Ltd. 70 of 12

18. The compliance of the resolution plal is as under:-rl l hr cornpllnc( oi thc Rcrolulion plan is ls unrj* Chusr of i i.i r.. tsolutim ?l8n :J(l)th) whelh$ te l{solution Appljcant ncets fie crikda appoved by Ycs fu CoC having rcgad l0 thc mmphxit_v aud soh oioxmrorx {S$tion lX pg. ... ofbusims oftht CD? a\ .:, I whcufl te l{lsolution Appljc tiseligibhbsub[ lnj0lun00 Sccion I(Pam plana per final lisr of Reiolurron pofesional or 0rdcr, ifany. 6). tunher, as oft he Adjudicaring Aulhorily? CDhMSMT Chuse {c) ro (h) ofscctiot 29A u am applicable lo Resolulion Applinnr whrtlrr the Resolu on Applicrnt has submirrcd rn aflldavit stating $at it isclifiblel PlanF Whthcr rl,c Resolution ra) prorrds for fu pa)nent 0[ insolrenur rsolurion &c on lll (Poinl plaess msls? l). Smtion IV (loinl 1.2 (b)(i)) &Seflion VI(i) l (b) pm ides for lhe palmentl0lho opcrtional crcditos? Scrtion lll(Poinr 2). Seclion lV \i, (Point (b)(iii)) 1.2 {anid rSmillion Vl l {c) pmvid* for lhc paymc b fie financial crcdilors vho I Smion lV (Porur did not rotc in fNtour ofthe resolution platl (blivl) I 1.2 | I Sation lll (Poinr (d) providrs lor dr manager&0l 0f I[e affai$ 0f he coryorat debhp I

1 (Plan)/21(AHM)2021 in CP(lll) 315 of2022 h thc matcr of: SPSAutotubes Pyt. Ltd. Zl oI 42 (e) prorides tor 6e implcDen*doo and supewision of le 4)

{I .drE v€xes .ny ot rhe provisioi, of rhc tds ior the umc S 5 c, c Iio! II (Ioirr set|ion N(C)riii) whcther lhe R€soiurion plsn {0) is fcssiblc strd viobb, accordins lo the CoC? s..rnrr ll{l) ( n b r ). h t $ rr " b, e e r n r a p r p r" r, o o w ru d r i b o y n i h e c r C o - C I iviitJh i 6 i 6 J % i v ot-in6s islhIsrIeE? ii ( K l) elulat,oB 18 r im vk p r l r c r n c c. n r l r, , l e io a n m n o l u a, n r, r a a c ,. c. r nl o ing - f to r r lh i c i C i oiCillliiii;ii iiiTe Seclion III lPoirt resolurion plar has b.e0 giv.n pnorily in payme, ov$ firaftial l9) credilou?l wt "ttrcr rtrc ,csoturion pEn im.ruaesiirrem Gi lo*ii rra. Scclioi III tPornt dcalt wilh lllc irrercsrs ofalt stai(eholdeN? 20) () ivnefier thc Rcaolu o! Apptiarr or any or irs retaica panies Sccrio, III (Pojnt has liiled io imp:rnrent or conributcd lo the taitue of 2l ), S€.lion v (2) implemen(ation ol any rcsolulion ptan aprroved under lhe Codc. (ii) ifso, whcthcr tle Rcrotution Applic l hN subnitcd fie $tarcme qilinsde€itsofsuchDon-imp:e,neflation?l NA w fi:uler dre Rcsolulion Ptan provides: -lx(l) (a) thc !e.,n of the plan and ils imlt.mentarioi scficdule? Sectio! l:l (Pohr 22) aid Scction xll (b) lor dE manlg.mtnr und controt ot *c husinss or rh. Seclion Il: (Poiir ..rro.atc debrn during iN renn? ?2! sid S€ction XI Se.ti.n lll {Poinl c (udeqnare mcalr for supeiisiig its implemenrsion? 22) aad Seclioh XII r rerlrc resolurron ftan dcmonlrates lhat _ (a) il lddrEscs rhe cnusc ofd!'frutrl ScdionJII 23) n is lersible ond viable? Sectionlll 23) (c) it has droyisions for its cmecti1rc imptenenration? Sccrion-XlI tPojilt23) il (d) u has?rovisrcns foraplroerts requird drhcrimctinc Scclion-Xlll {Poirt23)

Section-XIU lA(Plan)/2I (AHN1)2021 in CP(lll) l-15 of2022 In the mater of: SPS Autotubes Pvt. Ltd. 22 of 12

I kr the Esolurrcn dpptkr h!) c mnrh,tiry ro,mDkrncir il\, r i l.rl l rhereiol ion phn'l .,: u r,arr., rre ru r,., nr"a ,pptic,-iiiiiEiiiis,.,i^ \\ obrcfld. iound or dchnnin d bv hin,1 \n I p,*ia. acuit, otpcrforran." .cc*iry rctc;r.a*t ma ro in !u!.nlllhlionllA)ofrruhrionl6B.lt. . r h " . l o { . n : " i n. ) ! r ,r n. I 0. 0 r, , n ( t. . h. ( n r r r ) 0 ( ! n, d o o. r j 2 r p t r o s n f r J t 0 m r !4 c n ) r r i ( \ u s r a lo ,. r \ i. , , r fl c n s .h ru -J t " r. c p $ s L. i n o o n. ts rp i; p 1 t| , U ,p n p ,o, r. , t i r. o i 0, 5. t, 1 i, 2, 4 " ; d n p J il u ., d n d ir r, ,. . r. R " . . 19. The timelines for the implementation of the resolution plal mentioned in Section XIII of the plan is as under:-

! . APDt..cT PiE.S

:?Er: oE rt6'b'. NcLr rc. .pp@, or dt. ffi ;r,;E:qE:"mma*BT :::".,-.^"F;;';;:JI;"1L1-i"S;j1,1:

or r!,. cqd-rtl;-C,. r; r.fu. or .1- _" ",- ""_-',_,"i.,;.i,;i,i;:;;,-,i.;l;lil:::l::,.

s6l..r r.r.* d.- r. *".***..*;; Ptzn @ ,,@L Fttt.-d "_,."-. thrr t{-rorurr6n l't.n .nd ^dhrEd

IA(Plan)/21(Al lM)1024 in CP(IB) 315 of2022 ln the marer of: SPSAutotubes Pvt. Ltd. 23 ol 42

2O. Relief and Concession: Coucessioas / Reliefs / Orders trIaivers/ thereon Directiotls sousht 1. Given that the Resolution Granted in terms of Applicant will acquire Ghanashyam Mishra control of the affairs of the vs. Edelweiss ARC Corporate Debtor on the Effective Date, all Government and Statutory Authorities {as they are Operational Creditors) to waive any financial penalties, or any other financial liabilities and dues that may arise from any defaults or non-compliances by the Corporate Debtor prior to the Effective Date of Applicable Laws, including but not limited to the provisions of the Companies Act, 2013, Electricity Act 2OO3, Contract Labour (Regulation and Abolitionl Act, 1970, all relevant and applicable labour laws, all relevant and applicable Di.ect and Indirect ta-x laws, the relevant stamp acts of the different States of India, relevant environmental laws and any other government instrumentality. 2. The change in shareholding To approach of the Corporate Debtor concerred pursuant to the Resolution Authorlties. Plan shall not Iead to lapse of any brought forward losses of the Corporate Debtor and provisions of IA(Plan)/21(ArlM)2024 in CP(lB) 3-15 of2022 In thc mar.rof: SPS Autotubes Pyt. Ltd.

Section 79 of the Income Tax Act, 1961 are not applicable. 3. As the Resolution Applicant Granted, is required to take over the Corporate Debtor's Business on a 'going concern" basis, all consents, licenses, approvals, clearances, rights, entitlements, benefits and privileges whether under law, contract, lease or license, granted in favour ol the Corporate Debtor or to which the Corporate Debtor is entitled or accustomed to, shall continue to remain valid, notwithstanding any provision to the contrary in their terms, and provided that in case of consents. licenses, approvals, rights, entitlements. benellts and privileges that have expired or lapsed, notwithstanding that they may have already lapsed or expired due to any breach, non compliance or eiflux of time, be deemed to continue without disruption, lor the benefit of the Corporate Debtor, for a period of 12 (twelve) months lrom the Effective Date or such other period as required under Applicable Law. Credit in respect To 4. of approach minimum alternate tax paid corcerued by the Corporate Debtor Autotities. shall continue with the Corporate Debtor on a going concern basis and shali be IA(flan12l(AHM)2024 in CP(lll) 335 of2022 ln fie dater oli SPS Autotubes Pvt. Ltd.

available for the benefit of the Resolution Applicant or the Corporate Debtor, as the case may be. To The Corporate Debtor or the approach Resolution Applicant shall concerned not, at any point of time, be Autorities. held financially liable under the provisions in relation to the liability of the Corporate Debtor as per Section 170 of the Income Tax Act, 1961 in respect of any transaction carried out before the Effective Date or contemplated under the Resolution Plan or on account of any action taken pursuant to this Resolution Plan including acquisition of control by the Resolution Applicant over the Corporate Debtor pursuant to this Resolution Plan. The Applicant is given liberty implemented within a period to approach of 12 months of the approval this date, but If there is any Tribunal withiu 3o delay due to statutory days of the breach. compliances, such delay may be condoned. In the interest of keeping the Corporate Debtor a going concern, unless otherwise specihed in this Resolution Plan, all contracts and agreements shall continue to remain valid and notwithstanding any lapse, non-compliance, breach or expiry of underlying terms of such contracts and IA(Plan)121(AHM)2024 in CP(lB) 135 oI2022 In the nrater ofr SPS Autotubes Pvt. Ltd.

agreements, these contracts and agreements shall be deemed to continue without disruption for the benefit of the Corporate Debtor for their original tenure. All contractual arrangements (except for any contracts that vest property rights in the Corporate Debtor) entered into by the Corporate Debtor with the Related Parry of the Corporate Debtor (Including any contracts of employment or consultancy with, and any benefits, fees, commissions, perquisites or profits in lieu of or in addition to any salary or wages or any policy of providing such bertefits, perquisites or profits extended by the Corporate Debtor) shail be deemed to be terminated on and from the NCLT Approval Date. Any claims or financial liabilities arising as a consequence oI any termination of such contracts till the NCLT Approval Date shall be cancelled and written-off on the Hon'ble NCLT Approval Date, and shall be permanentiy extinguished and writtern-off on the NCLT Approvai Date. The Resolution Applicant, or the Corporate Debtor shali not be liable to pay any IA(Plan)/21(AHI,I)2024 nr CP(lB) 315 o12022 In the materof: SPS Artotubes Pvt. Ltd.

Taxes (direct or indirect) whatsoever arising (directly or indirectly on such entity) as a result of the actions taken by the Corporate Debtor prior to the Effective Date or arising from the actions under this Resolution Plan. It may also be clarified that any Ta-x Iiabiiities pertaining to any period or action prior to the Effective Date, whether assessed or unassessed, by the relevant Government and Statutory Authority shall be deemed to have been extinguished and written-off on the NCLT Approval Date. AIl penalties and dues arising out of any short supply oI power/unfulfilled contracts/quality issues in supply in the past or till the approval of Resolution Plan by the Adjudicating Authority shall be deemed to have bcen extinguished and waived off on the NCLT Approval Date. No liability shall accrue due to this and all benefits and deposits shall be refunded forthwith to the Resolution Applicant. All llnancial liabilities (including any contingent claims) relating to any investigations, inquiries, show cause notices, causes of actions; suits, claims, disputes, litigations, arbitrations or other judicial IA(P1an/21(AI1\,1)2024 in CP(lB) 33i of2022 In the nralcr of: SPSAulotubes Prt. Ltd.

or regulatory or administrative proceedings shall be deemed to be extinguished and written-off. 12. Any and all other claims, Granted in terms of rights and entitlements ol Ghanashyam Mishra any Person, including any vs. Edelweiss ARC. actual or potential Creditors of the Corporate Debtor (including but not limited to all Financial Creditors, Operational Creditors. Other Creditors, and Government and Statutory Authorities and any person who may claim to be a creditor by way of exercise of rights under Applicable Law or equity), whether or not srrch claims rights or entitlements (including any demand for any losses or damages, principal, interest, compound interest, penal interest, liquidated damages and other charges already accrued/accruing or in connection with any third par[, claims) have been fi1ed before the Resolution Professional or not, whether admitted by the Resolution Prolessional or not, whether or not set out in the Information Memorandum, the balance sheets of the Corporate Debtor or the profit and loss account statements of the Corporate Debtor, being due or rontingent, asserted or unasserted, crystallized or lA(Plan)/21(AHM)2024 in CP(lB) 335 of2022 In the marer of: SPS Autotubes Pvt. Ltd.

uncrystailized, known or unknown, disputed or undisputed, in relation to any period prior to the Effective Date. shall be deemed to be written-olf and permanently extinguished with effect from the Elfective Date. The Corporate Debtor or the Resolution Applicant shall at no point of time, directly or indirectly, have any obiigation, liability or duty in relation thereto. 13. Extinghishment and write- Granted. off of any financial liabilities against the Corporate Debtor or the Resolution Applicant, including as result of termination of any agreements by the Corporte Debtor. 14. Extinguishment and write- Graned. off of ail financial liabilities (including past iiabilities) against the Corporate Debtor or the Resolution Applicant that may accrue due to non compliance with any clearance Issued by any Government and Statutory Authority. To 15. Extinguishment of any other approach lability, investigations, concerlred inquiry pending against the Authorities. Corporate Debtor due to non-compliance with any environmental clearance issued by any Government and Statutory Authority. 16. Waiver and write-off of any Not applicable since dues, penalty or financial unlisted compary. IA(Plan)/21(AIIM)2024 in CP(lB) 335 of2022 In the materof: SPS Autotubes Pvt. Ltd.

liabiiities in respect to the stock exchanges or under the provisions of Securities and Exchange Board of India. To 17. The Corporate Debtor shall approach be entitled to carry forward concerned and set off of all the Authoritles. accumulated Ta-r losses and unabsorbed depreciation of the Corporate Debtor in accordance with the returns of income filed under the Income-tax Act, 1961. To 18. The Corporate Debtor shall approach be entitled to carry forward concerred and set off all the brought Authorities. forward book losses and unabsorbed depreciation as shown in the books of account and considered in the returns filed under the Income-ta-r Act, 1961; 19. All Disputes to be initiated Granted. against the Corporate Debtor (including those proceedings that relate to the Corporate Debtor) at any time till the Effective Date shall stand automatically abated, revoked, released, cancelled, withdrawn, dismissed and deemed null and void (as the may be) and all financial obligations in relation to such Dispute shall be permanently extinguished on the NCLT Approval Date, after payments being made to any such Creditors if mandatorily required in IA(Plan)/21(AIIM)2024 in CP(lB) 335 of2022 In lhc nr.tcr of: SPS Autolu bes Pvt. Lld.

accordance with the provisions of the Code. 20. A1l benefits and incentives, Granted. including but not limited to, under all such incentive schemes, subsidy schemes and policies that the Corporate Debtor is entitled under, and all such benefits shall remain vested in the Corporate Debtor with ellect from the Effective Date On and lrom the 21. NCLT Graoted. Approval Date, by order of the ble Hon NCLT sanctioning this Resolution plan, a restraint on and prohibition of, all Adverse Actions shall be deemed to be declared until the Effective date. 22. The Resolution Applicant will Granted, not be liable for any non-compliance pertaining to Income Tax Act and will not be held liable to any penalty, fine, interest, cost, etc pertaining to the default occurred during pre CIRP period. 23. The Resolution Applicant witl Gtatlted, not be liable for any non-compliance pertaining to Customs Act and wiil not be held liable to any penaity, fine, interest, cost, etc pertaining to the delault occurred during pre CIRP period. 24. The Resolution Applicant will Granted. not be liable for any non-compliance pertaining to IA(Plm)/21(AHM)2024 ii CP(lB) 335 of2022 ln the maler ol: SPS Autotuhes Pvt'. Lful

Service Tax Act/GST Act/VAT Act and will not be held liable to any penalty, fine, Interest, cost, etc pertaining to the default occurred du.ing pre CIRP period. 25. The Resolution Applicant wiil Granted. not be iiable for any non-compliance pertaining to Excise Act and will not be held liable to any penalty, fine, Interest, cost, etc pertaining to the default occurred during pre CIRP period. 26. The Resolution Applicant will Granted. not be liable for any non-compliance pertaining to FEMA Act and will not be held liable to any penalty, hne, interest, cost, etc pertaining to the default occurred during pre CIRP period. 27. The Resolution Applicant will Granted. not be liable for any non-compliance pertaining to FERA Act and will not be held liable to any penalty, fine, interest, cost, etc pertaining to the default occurred during pre CIRP period. 24. The Resolution Applicant will Granted. not be liable to any action or investigation by Enforcement Directorate for non receipt of Foreign Remittances by the Corporate Debtor during the pre CIRP period.

IA(Plan)/21(AHM)2024 in CP(lB) 135 of2022 In ihe maler of: SPS Autotubes Pvt. Ltd.

The Resolution Applicant will Granted. not be liable to any action or investigation by Enforcement Directorate for any act by the Corprate Debtor during the pre CIRP period. 30. The Resolution Applicant will Granted. not be heid liable to any action or investigation by Crime investigation Department for any act by the Corporate Debtor during the pre CIRP period.

2 1. Attelysts ero Frrotxcs or tgts fhtgunar, 1) It is seen from the revised Form - H that the Liquidation Value of the Corporate Debtor is arrived at Rs. 8,29 ,03,641 / arld the coresponding Fair Value is a-rrived at Rs.19,15,43,1361- The Resolution Plan is for an arnount of Rs. 28,33,36,875/- (excluding CIRP cost). 2) Further, it is seen from Form - H, that presently no application under Section 43, 45, 49 and 66 of IBC, 2076 in the present matter is pending on the file of this Tribunal. 3) The Implementation & Monitoring Committee sha.l1 comprise of one nominee of the Resolution Applicant, the Insolvency Resolution ProfessionaL and one nominee of the Approving Financial Creditors. The monitoring V IA(Plan/21(AHM)2024 in CP(rB) ll5 o12022 In the mater of: SPS Autotubes Pvt. Ltd. 34 of,l2 committee will be chaired by the Resolution Professional for the effective implementation of the Resolution P1an. 4) 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....... ln 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. .----.-..ln the present case, however, we are concerned with the provisions of l&B Code dealing with the resolution process. The dispensation provided in the l&B Code is entirely different. ln terms of Section 30 of the l&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. ln 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 not to approve the proposed resolution plan. ln such a case, non-recording of reasons would not per-se vitiate the collective decision of the financial creditors.

The has not to legislature envisaged challenge the "commercial/business decision" of the financial crcditors taken collectively or for that matter their individual opinion, as the case may be, on this coun[" s) Further the Supreme Court in the matter of K. Sashidhar v. Indian Overseas Bank and Orc. (2019) 12 ,rr/ IA(l,lan)/21(AHM)2024 in CP(lB) 335 of2022 In the materol: SPS Autotubcs P!t. Ltd. 35 of42

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 daes not conform to the stated requirements. Revefting 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 cosls 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 Section 188 of the l&B Code. The powers and functions of the Board have been delineated in Section 196 of the l&B Code. None of the specified functions of the Board, directly or indirectly, peftain to regutating 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 l&B Code. The subiective satisfaction of the financial creditors at the time of votinq is bound to be a mixed baqqaqe of varietv of factors. To wit, the feasibilitv and viabilitv of the proposed resolution plan and includinq their Derceptions about the oeneral capabilitv of the resolution applicant to translate the proiected plan into a realitv. The resolution applicant mav have aiven proiections backed bv normative data but still in the ooinion of the dissentino financial creditors. it would not be free from beinq speculative. These aspects are completely within the domain of the financial creditors who are called upon to vote on the resolution plan under Section 304) of the l&B Code.

58. Indubitablv. the inquiN in such an appeal would be limited to the power exercisable by the resolution Drofessional under Section 30(2) of the l&B Code or, at best. bv the adiudicatinq authoritv NCLT) under Section 31(2) read with Section 31fi) of the l&B Code. No other inouirv would be permissible. Fufther, the jurisdiction bestowed upon the appellate authority (NCLAT) lA(lilan)/21(AHltl)2021 in CIr(lB) 135 of 2022 ln the rrate.ofr SPS Autotubs Pvt. Ltd. 36 of 12

/s a/so express/y circumscribed. It can examine the challenge only in relation to the grounds specified in Section 61(3) of the l&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 l&B Code and not to act as a couti of equity or exercise plenary powers." (emphasis supplied) 6) The Honble Supreme Court in its recent decision in Jaypee Kensington Boulevard Apartments Welfare Association & Ors. v. NBCC (Indiaf Ltd. & Ors., in Ciuil Appeal no. 3395 of 2O20 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 bus/ness decision; and in the scheme of lBC, 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 paiicular 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 majoity of voting share in the Committee of Creditors, stands in its favour.

77. ln the scheme of lBC, 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. 77.1. Such limitations on judicial review have been duly underscored by this Coutt in the decisions above-referred, .,,- where it has been laid down in explicit terms that the powers of IA(Pld)/21(AIIM)2024 in CP(iB) 315 o12022 In the rnater ol : SPS Autotubes Pvt. Ltd. 37 of 12 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 linited judicial review available to Adjudicating Authority lies within the four carners 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) paynent 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 assessmenl about maximisation of the value of assets, /n fhe scheme of the Code, would always be subjective in nature and the question, as to whether a paLticular resolution plan and its propositions are leading to maximisation of value of assefs or nol 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 noL The generalised subrrisslons and objections made in relation to this aspect of value maximisation do not, by themselves, make out a case of inteierence in the decision taken by the Committee of Creditors in its commercial wisdom

IA(Plan)/21(AIIM)2024 in CP(lB) 335 of2022 In lhe mater of: SPS Autotubes P!t. Ltd. 3a of 12

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 circumscibed by Sections 30(2) and 31 of the Code read with the parameters delineated by this Couft 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. ln the adjudicatory process conceming a resolution plan under lBC, there is no scope for interlerence 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 Appettate Authority, as the case may be, would find any shotlcoming in the resolution plan vis-A-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. 7) Also, the Hon'ble Supreme Court of India in the matter of Committee of Creditors of Essar Steel India Limited v. Satish Kumar Gupta and, Ors. (2020) B SCC 531 after referring to the decision in .I(.

Sashidhar (supra,f has held as follows; '73. There is no doubt whatsoever that the ultimate discretion of what to pay and how much to pay each class or sub-class of creditors is with the Committee of Creditors, but, the decision of such Committee must reflect the fact that it has taken into account maximising the value of the assets of the coryorate debtor and the fact that it has adequately balanced the interests of all stakeholders including operational creditors. This being the case, judicial review of the Adjudicating Authority that the resolution plan as approved by the Committee of Creditors has met the requirements referred to in Section 30(2) would include judicial review that is mentioned in Section 30(2)(e), as the provisions of the Code are also provisions of law for the time being in force. Thus, while the Adjudicating Authority cannot inteiere on merits with the commercial IA(Plan)/21(,^HM)2024 in CP(lll) 315 of2022 In thc malff of: SPS Autotubes Pvt. Ltd. l9 of42 decision taken by the Committee of Creditors, the limited judicial review available is to see that the Committee of Creditors has taken into account the fact that the corporate debtor needs to keep going as a going concern during the insolvency resolution process; that it needs to maximise the value of its assets: and that the interests of all stakeholders including operational creditors has been taken care of. lf the Adjudicating Authority finds, on a given set of facts, that the aforesaid parameters have not been kept in view, it may send a resolution plan back to the Committee of Creditors to re-submit such plan after satisfying the aforesaid parameters.

The reasons qiven bv the Committee o!_Qrelllgls while approvinq a resoluti looked at bv the Adiudicatinq Authoritv onlv from this point of view. and once it is satisfied that the Committee of Creditors has paid attention to these kev features. it must then pass the resolution plan. other thinqs beina eoual." (emphasis supplied)

8) The Honhle Supreme Court in the case of Ramkrishna Forgings Limited as. Rauifldra Loonkar, Resolution Professional of ACIL Limited & Anr in Ciuil Appeal No. 7527 o;f 2022 also has reiterated that CoC wisdom is supreme. e) Thus, from the catena of judgments rendered by the Supreme Court on the scope of approval of the Resolution P1al, 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 th e l"r/ IA(l,lan)/21(AI lNi)2024 in CP(lB) 315 o12022 In thc matcrof: SPSAutorubes Pvt. Ltd. {0 of.l2 commercial aspects of the decisions taken by the Committee of Creditors. 10) 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 1O0%o voting share in 6th CoC meeting. As per the CoC, the plan meets the requirement of being viable ald feasible for the revival of the Corporate Debtor. Bv 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 ald 31 of the IBC and also complies with regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. 11) As far as the question of granting time to comply with the statutory seeking salctions obligations/ from governmental authorities is concerned, the Resolution Applicant is directed to do the same within one year as prescribed under Section 31(4) ofthe Code. 12) The Resolution Plarl in question is hereby approved by this Adjudicating Authority, subject to the observations ald condition made in this order. The Resolution Plan sha-11 form part of this Order. The Resolution Ptan is binding on the Corporate Debtor and other stakeholders. 13) The Resolution Applicant is directed to make payment of .*- the entire Resolution Plan amount within the time period IA(Plar)/21(AHM)2024 in CP(IB) 315 o12022 In lhe mater ofi SPS Autotub€s Pvt. l,td. 4\ ot 12 as stipulated under the Resolution Plan, failing which the entire amount paid by the Resolution Applicant (including the Performalce Bank Guarantee, if any) as on the said date would stand automatically forfeited, without any recourse to this Tribunal.

14) Certified copy of this Order be issued on demand to the concerned parties, upon due compliance. 15) Liberty is hereby granted for moving any application if required in connection with the implementation of this Resolution Plan. 16) A copy of this Order is to be submitted to the concerned Office of the Registrar of Companies. 17) Accordingly, IA(Planl/ 21(AHIM\2O24 stands allowed arrd disposed off. 18) The Monitoring Committee is directed to file a status repolt after 180 days from the approval of the Resolution P1an. 22. 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. S-lcr.- - -t SAMEER-KAKAR SHAMMI KHAN MEMBER (TECHNICALI MEMBER (JUDICIAL} sE!

IA(Plan)/21(AI IM)2024 in CP(IB).135 of2022 In thcnratcr ol: SPS Autotub.s P!t. Ltd.