Approval of Resolution Plan - Taaza International Limited

IN THE MATTER OF: M/s. MSRM International Trading Private Limited …Financial Creditor AND M/s. TAAZA International Limited …Corporate Debtor

C O R A M:- SH. RAMMURTI KUSHAWAHA, HON’BLE MEMBER (JUDICIAL) SH. CHARAN SINGH, HON’BLE MEMBER (TECHNICAL)

IA (IBC) (Plan) 06/2025 Learned Counsel Mr. G Bhupesh for Resolution Professional present physically. Mr. Chinna Gurrappa, Resolution Professional present physically. Order pronounced. In the result, this application is allowed, subject to the directions mentioned in the order.

Sd/- Sd/- MEMBER (T) MEMBER (J)

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NATIONAL COMPANY LAW TRIBUNAL HYDERABAD BENCH IA (Plan) 6 OF 2025 IN CP (IB) NO.1/7/HDB/2024 APPLICATION FILED UNDER SECTION 30(6) OF INSOLVENCY AND BANKRUPTCY CODE, 2016 R/W REGULATION 39(4) OF INSOLVENCY AND BANKRUPTCY BOARD OF INDIA (INSOLVENCY RESOLUTION PROCESS FOR CORPORATE PERSONS) REGULATIONS, 2016.

IN THE MATTER OF M/s MSRM International Trading Private Limited Financial Creditor Vs. M/s Taaza International Limited (CIN: L51109TG2001PLC072561) Corporate Debtor Filed by: Chinna Gurappa RP for M/s Taaza International Limited 83, Panchasheel Enclave, Yapral Hyderabad - 500087 … Applicant/Resolution Professional Date of order: 12.06.2025 Coram: Shri Rammurti Kushawaha, Hon’ble Member (Judicial) Shri Charan Singh, Hon’ble Member (Technical)Appearance: Appearance: For Applicant: Shri G. Bhupesh, Advocate

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PER : BENCH

1. The present Application is filed by the Resolution Professional i.e. the Applicant herein (hereinafter referred to as the "Resolution Professional" or the "Applicant") of M/s. Taaza International Limited (Corporate Debtor), under Sections 30(6) and 31 read with Regulation 39 (4) of IBBI (CIRP) Regulations 2016, seeking approval of Adjudicating Authority under section 31 of the IBBI, 2016, on the Resolution Plan submitted by Jhansi Sanivarapu along with the Scheme of Arrangement with Keto Motors Private Limited as Co-Applicant (Successful Resolution Applicant/SRA), as approved by the Committee of Creditors (COC) with 100% of voting share.

2. AVERMENTS IN THE APPLICATION IN BRIEF: • Initiation of CIRP: It is respectfully submitted that CP (IB) No.1/7/HDB/2024 was filed by M/s. MSRM International Private Limited, Financial Creditor, under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“Code”), seeking initiation of Corporate Insolvency Resolution Process (“CIRP”) against M/s. Taaza International Limited (hereinafter referred to as “Corporate Debtor”). The application was admitted by this Adjudicating Authority on 01.10.2024, and Mr. Chinna Gurappa was appointed as the Interim Resolution Professional (IRP).

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• Public Announcement: The IRP issued a public announcement in Form A on 05.10.2024 in Nava Telangana (Telugu) – Telangana edition and Financial Express – Telangana edition. The last date for submission of claims was 17.10.2024. • Claims Received and Constitution of CoC: The IRP received claims from creditors and filed the list of claims as of 22.10.2024, in compliance with Regulation 13(2)(d) of the CIRP Regulations. The Committee of Creditors (CoC) was constituted on 22.10.2024 and a memo was filed with this Hon’ble Tribunal in accordance with Regulation 17(1). • 1st CoC Meeting: The first meeting of the CoC was conducted on 30.10.2024 after due notice. The CoC resolved to confirm Mr. Chinna Gurappa as the Resolution Professional with 100% voting share. • Final List of Claims: The final list of claims as on 24.12.2024 was prepared and filed with IBBI. The summary of claims is as follows: Amount of Amount of Name of the Claim Claim FC/ S.No Voting % Creditor submitted Admitted OC Rs. Rs. Unsecured Financial Creditors MSRM 1 542,12,209 542,12,209 FC 100.00% International

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Trading Private Limited Total 542,12,209 542,12,209 100.00% Operational Creditors: Govt Dues Employees State 1 Insurance 3,90,759 3,90,759 OC - Corporation National Securities 2 27,894 27,894 OC - Depository Limited 3 Provident Fund 8,84,097 8,84,097 OC -

4 BSE Limited 39,51,230 39,51,230 OC -

Operational Creditors: Others MM Reddy & 5 13,28,280 7,59,000 OC - Co., Total 65,82,260 60,12,980 - Grand 607,94,469 602,25,189 100.00% Total

• Valuation: Two IBBI-registered valuers were appointed on 11.11.2024 for valuation of Securities or Financial Assets. Both valuers submitted: • Fair Value: ₹0.39 lakhs • Liquidation Value: ₹0.39 lakhs • Expression of Interest (EOI): EOI in Form G was published on 19.11.2024 in Nava Telangana (Telugu – Telangana), Prajashakti (Telugu – Andhra Pradesh) and Financial Express (English – Telangana) (Annexure-2).

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• Provisional List of PRA: Eight (8) PRAs submitted EOI with the prescribed EMD. The provisional list was published on 14.12.2024 as per Regulation 36 which is annexed and marked as Annexure-3). • Final List of PRA: Due diligence under Section 29A was conducted and the final list of eligible PRAs was published on 30.12.2024 (Annexure-4). • RFRP and Information Memorandum: The Information Memorandum, Request for Resolution Plan (RFRP), and Evaluation Matrix were circulated. Deadline for submission of plans was 03.02.2025. • Receipt of Resolution Plans: Only Five (5) Resolution Applicants submitted their plans by 03.02.2025: Date & Time (Mail) Name 03.02.2025 @ 9:23 PM Kotha Amarandhar Reddy Jhansi Sanivarapu & Keto 03.02.2025 @ 6:14 PM Motors Private Limited 02.02.2025 @ 8:55 PM Mr. Nirej V. Paul Consortium of RIL & Mr. 02.02.2025 @ 12:55 PM Sanjay Lodha 03.02.2025 @ 11:52 PM Vivek Kumar Ratakonda

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• 4th CoC Meeting: The plans were opened in the 4th COC meeting held on 10.02.2025 and discussed in presence of CoC and respective PRAs. • 6th CoC Meeting: In the 6th COC meeting conducted on 22.02.2025, the CoC deliberated on credentials, resolution amounts, and requested PRAs to submit revised plans by 28.02.2025. • Receipt of Revised Plans: The following Four (4) revised plans were received by the Resolution Professional on 28.02.2025: Date & Time (Mail) Name 28.02.2025 @ 4:51 Kotha Amarandhar Reddy PM 28.02.2025 @ 2:54 Jhansi Sanivarapu & Keto Motors Private PM Limited 28.02.2025 @ 8:55 Mr. Nirej V. Paul PM 01.03.2025 :48 AM Vivek Kumar Ratakonda • Compliance of Resolution Plans: The Resolution Professional averred that all revised plans were in conformity with Section 30(2) and Regulation 38 of the CIRP Regulations, 2016. • 7th CoC Meeting & Approval of Plan: The COC Convened its 7th meeting on 04.03.2025. After deliberations and careful evaluation, the CoC approved the Resolution Plan submitted by Ms.

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Jhansi Sanivarapu & Keto Motors Private Limited as Co-Applicant (along with the Scheme of Arrangement with M/s Keto Motors Private Limited), with 100% voting share. The Resolution Plan submitted by the successful Resolution Applicant along with the Scheme of merger / arrangement is annexed and marked as Annexure-6. • PERFORMANCE BANK GUARANTEE:- The Resolution Applicant has transferred an amount of Rs. 41,00,000/- on 07.03.2025 and had deposited Rs. 50,00,000/- as EMD along with the resolution plan, totalling Rs. 91.00 lakhs towards 10% as Performance Bank Guarantee. According to the Resolution Professional, this amount shall be adjusted against the final tranche of payment as part of the resolution consideration. 3. CONTOUR OF THE RESOLUTION PLAN: (A) Sanivarapu Jhansi, the Successful Resolution Applicant, is a resident to Hyderabad brings proven expertise in the restructuring of entities and revival of distressed assets. M/s Keto Motors Private Limited” /Co-Applicant is an unlisted Private Limited Company having its registered office at Hyderabad and incorporated on 03/12/2018 under Registrar of Companies, Hyderabad. The Company is led by its Director, Mr. Raj Kumar Medimi. The Company contributes its strong technical, managerial and operational capabilities, having been actively engaged in the electric vehicle manufacturing sector and related components for over a decade. ➢ The Resolution Applicants propose a Corporate Restructuring by way of merger of M/s Keto Motors Private Limited (“Transferor Company”) with the Corporate Debtor, M/s Taaza International Limited

NCLT HYD-1 IA (Plan) 6 OF 2025 IN CP (IB) NO.1/7/HDB/2024 DOO: 12.06.2025 (“Transferee Company” or “Resulting Company”) pursuant to approval of the Board of Directors of the Transferor Company i.e. M/s Keto Motors Private Limited, vide Board Resolution dated 30.01.2025, and the consequent allotment of shares of the Transferee Company/Corporate Debtor to the shareholders of the Transferor Company, in accordance with the terms and conditions laid down in the Resolution Plan and the Scheme of Arrangement forming an integral part thereof. ➢ Upon merger becoming effective the name of the Corporate Debtor would be renamed as M/s Keto Motors Limited. ➢ Rationale behind the Scheme of Arrangement The proposed Scheme of Arrangement, involving the merger of M/s Keto Motors Private Limited (“Transferor Company”) into M/s Taaza International Limited (“Transferee Company” / “Corporate Debtor”), is structured to ensure the continuity of business operations of the Corporate Debtor, thereby preserving its going concern value and unlocking significantly greater value than would be realizable under liquidation. The Scheme seeks to facilitate the revival of the Corporate Debtor through strategic consolidation and operational integration. The key benefits and objectives of the proposed merger are summarized below: • Revival of Corporate Debtor as a Going Concern: The merger would facilitate the revival of M/s Taaza International Limited by ensuring uninterrupted business operations, preserving employment, and enabling future growth, as opposed to value-destructive liquidation.

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• Operational Synergies and Cost Optimization: The consolidation would result in an enhanced scale of operations and allow for significant cost savings through the elimination of duplicative overheads, administrative, managerial, and operational expenses. It will also lead to improved organizational efficiency and optimal utilization of resources. • Forward Integration and Strategic Expansion: The merger will enable forward integration of the Resolution Applicant’s expertise and operations into the Corporate Debtor, thereby boosting operational capabilities, ensuring better business control, and enabling strategic growth. • Enhanced Shareholder Value and Financial Strength: The amalgamation is expected to strengthen the financial position of the combined entity by improving its cash flows, expanding its asset base, and enhancing overall revenue and profitability, thereby creating value for shareholders of both companies. • Strategic Expansion and Market Opportunities: The merged entity will be better positioned to undertake large-scale expansion, pursue bigger business opportunities, and strengthen its competitive standing in the industry. ➢ In consideration of the transfer/merger of M/s Keto Motors Private Limited (Transferor Company) with and into M/s Taaza International Limited (Transferee Company), the swap ratio for allotment of shares is as under:- “3 (Three) Equity shares of M/s. TAAZA INTERNATIONAL Limited of the face value of Rs.10/- each will be allotted for every 2 (two) Equity share of face

NCLT HYD-1 IA (Plan) 6 OF 2025 IN CP (IB) NO.1/7/HDB/2024 DOO: 12.06.2025 value Rs.10/- each held by Members in the Keto Motors Private Limited on Record Date”.

The Share Exchange Ratio has been arrived at on the basis of the Valuation Report prepared by Kesava Srinivasulu Chekka, Registered Valuer (Securities or Financial Assets) REG.NO.IBBI/RV/11/2021/14345 dated 7th October 2024.

➢ Number of shares allotted pursuant to the merger of Resolution Applicant: An allotment of 5,60,47,800 equity shares of Rs. 10/- each fully paid up, to the shareholders of M/s Keto Motors Private Limited, as a consideration for the merger of the Company into the Corporate Debtor. ➢ Upon simultaneous cancellation of existing equity shares and re-issue of shares to shareholders and allotment of shares to the Resolution Applicants and to strategic investors and merger of M/s. Keto Motors Private Limited, the shareholding pattern of the Corporate Debtor is as follows: No of shares Category (Rs. 10/- Amount (Rs.) (%) each) Public Shareholders- Post 2,86,672 28,66,720 0.41% reduction Resolution Applicants 91,00,000 910,00,000 12.92% Allotment to strategic 50,00,000 500,00,000 7.10% investors Allotment to Shareholders of KETO Motors Private 560,47,800 5604,78,000 79.57% Limited (Pursuant to the Scheme of Arrangement) Total 704,34,472 7043,44,720 100.00%

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➢ Shareholding pattern of M/s. Keto Motors Limited (Taaza International Ltd, name as proposed in this scheme), before and after CIRP (consequent to the merger under this Plan) No of No of shares shares held % of held after % of before Category shareholdi merger/CIRP sharehold merger/CIR ng (Rs.10/- ing P (Rs.10/-each) each) Promoters 15,24,675 21.01% 651,47,800 92.49% Public 57,33,435 78.99% 52,86,672 7.51% shareholder Total 72,58,110 100.00% 704,34,472 100.00%

➢ Proposed Shareholding of the Corporate Debtor post CIRP: No of No of shares held Voting Shares Voting before Shares (%) held after Shares (%) Category CIRP before CIRP held after (Rs.10/- CIRP (Rs.10/- CIRP each) each) Existing Promotor 15,24,675 21.01% - 0.00% Existing Public 57,33,435 78.99% 2,86,672 0.41% Shareholders Resolution - 0.00% 91,00,000 12.92% Applicant Preferential Allotment to the Strategic - 0.00% 50,00,000 7.10% Investors (Public Shareholders) Allotment to Shareholders of KETO Motors Private Limited - 0.00% 560,47,800 79.57% (Pursuant to the Scheme of Arrangement) Total 72,58,110 100.00% 704,34,472 100.00%

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➢ Minimum Public Shareholding (MPS) Proviso in Rule 19A (5) Securities Contracts (Regulation) Rules, 1957 ‘Every listed company shall maintain public shareholding of at least five percent, as a result of the implementation of the resolution plan approved under Section 31 of the Insolvency and Bankruptcy Code, 2016’.

➢ The public shareholding post reduction of capital and preferential allotment and allotment consequent to the Scheme of Arrangement are as follows: No of Shares Voting held after Shares (%) S No Category CIRP (Rs.10/- held after each) CIRP Existing Public Shareholders-Post 2,86,672 0.41% 1 reduction Preferential Allotment to the 50,00,000 7.10% 3 Identified Strategic Investors (Public Shareholders) Total 52,86,672 7.51%

➢ The Company is adhering to the above rule of 19A (5) Securities Contracts (Regulation) Rules, 1957 by maintaining a public shareholding of 7.51% of the expanded equity as a result of the implementation of the resolution plan and as per the terms and conditions as approved under 31 of the Insolvency and Bankruptcy Code, 2016’. ➢ The equity shares issued and allotted by the Corporate Debtor pursuant to the approval of the Adjudicating Authority shall be listed and admitted to trading on the Stock Exchange i.e. BSE. (B) The COC comprised of the following Operational Creditors and distribution of voting share among them is as under:

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Sl. Name of Creditor Voting Voting for Resolution Plan No. Share (Voted for / Dissented / (%) Abstained) 1 MSRM International Private 100% Voted for Limited Total 100.00% (C) The amounts provided for the stakeholders under the Resolution Plan is as under: (Fig in Rs.) Amount Amount Provided Category Sl. Sub-Category of Amount Provided to the of Stake No. Stakeholder Admitted under the Amount holder* Plan# Claimed (%) 1 2 3 5 6 7 (a) Creditors not having a right to vote under sub- - - -section (2) of section 21 (b) Other than (a) above: Secured (i) who did not vote in 1 Financial favour of the resolution - - - Creditors Plan (ii) who voted in favour of - - -the resolution plan Total[(a) + (b)] - - - (a) Creditors not having a right to vote under sub- - - - Unsecured section (2) of section 21 2 Financial (b) Other than (a) above: - - - Creditors (i) who did not vote in -favour of the resolution - - Plan

NCLT HYD-1 IA (Plan) 6 OF 2025 IN CP (IB) NO.1/7/HDB/2024 DOO: 12.06.2025 (ii) who voted in favour of 5,42,12,209 5,42,12,209 100% the resolution plan Total[(a) + (b)] 5,42,12,209 5,42,12,209 100% (a) Related Party of - - - Corporate Debtor (b) Other than (a) above: - - - (i)Government 52,53,980 52,53,980 100% (ii)Workmen - - - Operational (iii)Employees - - - Creditors (iv) Other Operational 7,59,000 7,59,000 100% Creditors a. Regulatory dues - - - b. Other creditors - - - Total[(a) + (b)] 60,12,980 60,12,980 100% 17,00,000 + Regulatory fee under Regulation 4 CIRP Cost (Estimate) 37,00,000 100% 31A and RP incentive Other debts under Regulation and dues 34B 5 Contingencies - 2,19,804 -

6 Existing Shareholders - 2,68,55,007 37% Grand Total - 9,10,00,000 - (D) PROPOSED PAYMENT DISTRIBUTION TO THE STAKEHODLERS: The SRA undertakes to distribute the Plan amount of Rs. 9,10,00,000/- in the following manner:

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Total Amounts S.No Category of the Creditor Settlement Claimed (Rs.) Amount (Rs.) 1 CIRP Cost - 37,00,000 Un-Secured Financial 2 542,12,209 542,12,209 Creditors Operational Creditors - 3 52,53,980 52,53,980 Govt / Regulatory dues Operational Creditors - 4 Other than Govt and 7,59,000 7,59,000 employees Contingencies (short fall 5 in CIRP costs / future - 2,19,804 claims if any) To Existing shareholders 6 - 268,55,007 (at Rs.3.70/- per share) Total Liabilities 602,25,189 910,00,000 (E) TERM OF THE RESOLUTION PLAN: -

The Proposed schedule of the plan amount:

% of S.No Period Amount Rs. Amount Within 30 days from the date of approval of Plan by 1 364,00,000 40% Adjudicating Authority (upfront) Within 60 days from the date of approval of Plan by 2 Adjudicating Authority (less: 546,00,000 60% EMD / Performance guarantee of 10% of plan) Total 910,00,000 100% (F) Total fund infusion by the Successful Resolution Applicant :-

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S Description Payment Amount (Rs.) No Schedule i Total funds infusion As per the CIRP under the Resolution schedule 9,10,00,000 Plan ii Funds for further business After the development by way effective date 5,00,00,000 equity (Strategic (Post CIRP) Investors) iii Total funds infusion (for CIRP and 14,10,00,000 Post CIRP)

(G) MONITORING COMMITTEE The approved Resolution Plan provides for constitution of the Monitoring Committee consisting of Resolution Professional, Financial Creditor and Resolution Applicant to oversee and monitor the implementation of the Resolution Plan from the date of approval of Resolution Plan by this Tribunal till the final payment as per the resolution plan. (Chapter VI (2) (b) page 28 of the plan). (H) Compliance of mandatory contents of Resolution Plan under the Code and Regulations.

The Applicant has conducted a thorough compliance check of the Resolution Plan in terms of the Code as well as Regulations 38 & 39 of the Insolvency and Bankruptcy Board of India (Corporate Insolvency Resolution Process) Regulations, 2016 and has filed Form ‘H’ prescribed under Regulation 39(4) of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

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3. In the above backdrop we heard Shri G. Bhupesh, Ld. Resolution Professional and perused the records. He submits that the Resolution Plan meets the requirement of Section 30 (2) of the Code, as under: Provisions under Section 30(2) of the Compliance under Resolution Plan Code (a) provides for the payment of Yes, provision has been made for payment insolvency resolution process costs in a of the Insolvency Resolution Process Cost manner specified by the Board in of Rs. 37,00,000/- under the Resolution priority to the repayment of other debts Plan. Any amount of excess or shortfall of the Corporate Debtor; towards the CIRP cost shall be paid by the Resolution Applicant. Any higher amount over and above this (as approved by CoC) shall be borne and paid by Resolution Applicant(s) from out of to the extent of contingencies on a priority basis, further shortfall if any also will be borne by the Applicant(s). Chapter IV(1) (i).

[(b) Whether the plan provides for the The amount proposed to be paid to payment to the Operational Creditors government authorities is Rs. 52,52,980/-. Further an amount of Rs. 7,59,000/- is earmarked for dues of the operational creditors (other than dues of workmen and employees and Govt. dues. (chapter IV (1) (ii, iii & iv).

(c) Payment to Financial creditors who The Resolution Plan is approved with 100% did not vote in favour of the resolution voting by the Financial Creditors. Hence not plan applicable.

(d) Management of the affairs of the Yes the Resolution Plan provides for the Corporate Debtor after approval of the management of the affairs of the Corporate resolution plan Debtor (Chapter-VI (2) (b).

NCLT HYD-1 IA (Plan) 6 OF 2025 IN CP (IB) NO.1/7/HDB/2024 DOO: 12.06.2025 (e) Provides for the implementation and Yes, Provides for the implementation and supervision of the Resolution Plan supervision of the Resolution Plan (Chapter-VI & VIII).

(f)That the plan does not contravene Statement has been included in the any of the provisions of the law for the Resolution Plan. (Chapter – XI (6) time being in force

4. Further, the Resolution Plan is in compliance of Regulation 38 of the Regulations in the following manner:

CIRP Provisions of CIRP Regulations Relevant clause / page no. of Regulation Resolution Plan document Regulation The amount payable under the Chapter IV (Financial Proposal) 38(1)(a) resolution plan to the operational creditors, shall be paid in priority over financial creditors.

Regulation Whether the resolution plan includes Chapter XI (7) 38(1A) a statement as to how it has dealt with Declaration by the Resolution interest of all stakeholders including Applicant that the Resolution Plan Financial Creditors and Operational has considered the interest of all Creditors of the Corporate Debtor. the stakeholders of the Corporate Debtor, keeping in view the objectives of the Code. Regulation Whether the Resolution Applicant or Chapter-IX (14) Declaration by 38(1B) any of its related parties has failed to the Resolution Applicant that implement or contributed to the neither the Resolution Applicant failure of implementation of any nor any of its related party has resolution plan approved under the either failed or contributed to the Code failure of the implementation of any Resolution Plan approved If so, whether the Resolution under the Code. Applicant has submitted the NCLT HYD-1 IA (Plan) 6 OF 2025 IN CP (IB) NO.1/7/HDB/2024 DOO: 12.06.2025 statement giving details of such non-implementation.

5. Amounts to Shareholders: The Resolution Applicant has proposed an amount of Rs.2,68,55,007/- towards existing shareholder of the corporate debtor at Rs.3.70/- per share of their paid-up equity share capital as per the latest shareholding pattern including promoters.

6. This Tribunal on 11.06.2025 had sought clarification from the Ld. Counsel for the Resolution Professional on the description of the Successful Resolution Applicants in the instant IA. The Ld. Counsel vide his memo dated 11.06.2025 has clarified that the Successful Resolution Applicants as described in the Resolution Plan at page 134 of the IA are (A) Mrs. Sanivarapu Jhansi and (b) Keto Motors Private Limited and that the said Resolution Plan submitted by Mrs. Jhansi Sanivarapu along with the proposal of Scheme of arrangement for revival of the Corporate Debtor is approved by 100% of the COC. The Ld. Counsel further stated that the Board Resolution dated 30.01.2025 of Keto Motors Private Limited, also details the authorization given to Mrs. Jhansi Sanivarapu to file the Resolution Plan providing the Scheme of Arrangement.

7. At the outset we refer to the following judgements: - (a) Hon’ble Apex Court in re Sashidhar v. Indian Overseas Bank & Others (in Civil Appeal No. 10673/2018) held that “if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per Section 30 (6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority. On receipt of such proposal, the Adjudicating Authority (NCLT) is required to NCLT HYD-1 IA (Plan) 6 OF 2025 IN CP (IB) NO.1/7/HDB/2024 DOO: 12.06.2025 satisfy itself that the resolution plan as approved by CoC meets the requirements specified in Section 30(2). No more and no less”.

(b) The Hon’ble Supreme Court has further held at para 35 of the above judgement that:

the discretion of the adjudicating authority (NCLT) is circumscribed by Section 31 limited to scrutiny of the resolution plan “as approved” by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the adjudicating authority can reject the resolution plan is in reference to matters specified in Section 30(2), when the resolution plan does not conform to the stated requirements.

(c) The Hon’ble Supreme Court in Committee of Creditors of Essar Steel India Limited Vs. Satish Kumar Gupta & Ors, held that:- “the limited judicial review available to AA has to be within the four corners of section 30(2) of the Code. Such review can in no circumstance trespass upon a business decision of the majority of the CoC. As such the Adjudicating Authority would not have power to modify the Resolution Plan which the CoC in their commercial wisdom have approved”.

(d) The Hon’ble Supreme Court of India, in the recent ruling in re Vallal RCK vs M/s Siva Industries and Holdings Limited & Ors, has held as under:-

21. This Court has consistently held that the commercial wisdom of the CoC has been given paramount status without any judicial intervention for ensuring completion of the stated processes within the timelines prescribed by the IBC. It has been held that there is an intrinsic assumption, that financial creditors are fully informed about the viability of the corporate debtor and feasibility of the proposed resolution plan. They act on the basis of thorough examination of the proposed resolution plan and assessment made by their team of experts. A reference in this respect could be made to the judgments of this Court in the cases of K. Sashidhar v. Indian Overseas Bank and Others, Committee of Creditors of Essar Steel India Limited through Authorised Signatory v. Satish Kumar Gupta and Others,

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Maharashtra Seamless Limited v. Padmanabhan Venkatesh and Others, Kalpraj Dharamshi and Another v. Kotak Investment Advisors Limited and Another, and Jaypee Kensington Boulevard Apartments Welfare Association and Others v. NBCC (India) Limited and Others.

27. This Court has, time and again, emphasized the need for minimal judicial interference by the NCLAT and NCLT in the framework of IBC. We may refer to the recent observation of this Court made in the case of Arun Kumar Jagatramka v. Jindal Steel and Power Limited and Another:

“95. …. However, we do take this opportunity to offer a note of caution for NCLT and NCLAT, functioning as the adjudicatory authority and appellate authority under the IBC respectively, from judicially interfering in the framework envisaged under the IBC. As we have noted earlier in the judgment, the IBC was introduced in order to overhaul the insolvency and bankruptcy regime in India. As such, it is a carefully considered and well thought out piece of legislation which sought to shed away the practices of the past. The legislature has also been working hard to ensure that the efficacy of this legislation remains robust by constantly amending it based on its experience. Consequently, the need for judicial intervention or innovation from NCLT and NCLAT should be kept at its bare minimum and should not disturb the foundational principles of the IBC…..” 8. According to the Applicant, from the date of commencement of CIRP to till date of filing this instant application, a total of 07 (seven) COC meetings were convened.

9. It is noted that the 180 days’ time limit for completion of the CIRP as per Section 12 of the Code was 30.03.2025 and this application for approval of resolution plan has been submitted on 18.03.2025.

10. Adequate approval under Section 230-232 and other relevant provisions of the Companies Act, 2013 for the merger as of the implementation date will be obtained upon approval of the Resolution Plan by this Tribunal.

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11. The highlights of the resolution plan are as under:- 1. IA No/CP No. IA (Plan) 06/2025 in CP (IB) No. 1/7/HDB/2024 2. Date of filing of resolution plan with the 18.03.2025 Adjudicating Authority 3. Name of the Resolution Applicant Mrs. Jhansi Sanivarapu along with Scheme of Arrangement with Keto Motors Private Limited as co-applicant 4. Voting % in favour of the Resolution 100% Plan 5. Resolution Plan Amount provided by Rs. 9,10,00,000/- (including the SRA to the stakeholders CIRP costs)

6. Total claims admitted by the RP Rs. 60.,12,980/- 7. % of amount provided to the 100% stakeholders under the Resolution Plan to the amount admitted 8. Hair Cut 0 % 9. Fair Value Rs. 0.39 lakhs 10. Liquidation Value Rs. 0.39 lakhs 11. PBG provided by SRA Rs.91/- lakhs 12. Term/Implementation schedule 60 days from the NCLT approval date

12. According to the Resolution Professional, the said Resolution Plan complies with all the provisions of the IBC, IBBI / CIRP Regulations and does not contravene any of the provisions of the law for the time being in force and the Successful Resolution Applicant has filed an Affidavit pursuant to Section 30 (1) of the Code, confirming its eligibility under Section 29A of the code and NCLT HYD-1 IA (Plan) 6 OF 2025 IN CP (IB) NO.1/7/HDB/2024 DOO: 12.06.2025 the Resolution Professional affirms that the contents of the said Affidavit are in order.

13. Therefore, the resolution plan, when tested on the touch stone of the aforesaid facts and the rulings, we are of the view that the instant resolution plan satisfies the requirements of Section 30 (2) of the Code and Regulations 37, 38, 38 (1A) and 39 (4) of the Regulations. We also find that the Resolution Applicant is eligible to submit the Resolution Plan under Section 29A of the Code.

14. We therefore, hereby approve the Resolution Plan submitted by Mrs. Jhansi Sanivarapu (“Successful Resolution Applicant”) along with the Scheme of Arrangement with Keto Motors Private Limited (as Co-Applicant), along with annexures, schedules forming part of the Resolution Plan annexed to the Application and order as under: - (a) The Resolution Plan along with annexures and schedules forming part of the plan shall be binding on the Corporate Debtor, its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the Resolution Plan. (b) Adequate approval under Section 230 to 232 and other relevant provisions of the Companies Act, 2013 for the merger as of the implementation date will be obtained upon approval by this Tribunal. (c) All crystallized liabilities and unclaimed liabilities of the Corporate Debtor as on the date of this order shall stand extinguished on the approval of this Resolution Plan.

NCLT HYD-1 IA (Plan) 6 OF 2025 IN CP (IB) NO.1/7/HDB/2024 DOO: 12.06.2025 (d) The approval of the Resolution Plan shall not be construed as waiver of any statutory obligations/ liabilities of the Corporate Debtor and shall be dealt with by the appropriate Authorities in accordance with law. Any waiver sought in the Resolution Plan, shall be subject to approval by the Authorities concerned as held by Hon’ble Supreme Court in the matter of Ghanashyam Mishra & Sons Private Limited Versus Edelweiss Asset Reconstruction Company Limited in CIVIL APPEAL NO.8129 OF 2019 dated 13.04.2021. (e) It is hereby ordered that performance guarantee of Rs. 91,00,000/-deposited by the Successful Resolution Applicant shall remain as performance Guarantee till the amount proposed to be paid to the creditors under the plan, is fully paid off and the plan is fully implemented. (f) The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the Registrar of Companies (RoC) Hyderabad for information and record, if applicable. The Resolution Applicant, for effective implementation of the Plan, shall obtain all necessary approvals, under any law for the time being in force, within such period as may be prescribed. (g) Henceforth, no creditors of the erstwhile Corporate Debtor can claim anything other than the liabilities referred to supra. (h) The moratorium under Section 14 of the Code shall cease to have effect from this date. (i) The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI along with copy of this order for information. (j) The Applicant shall forthwith send a copy of this order to the CoC and the Resolution Applicant.

NCLT HYD-1 IA (Plan) 6 OF 2025 IN CP (IB) NO.1/7/HDB/2024 DOO: 12.06.2025 (k) The Registry is directed to furnish free copy to the parties as per Rule 50 of the NCLT Rules, 2016. (l) The Registry is directed to communicate this order to the Registrar of Companies, Hyderabad for updating the master data and also forward a copy to IBBI. (m) The Monitoring Committee/ Resolution Professional will submit a report to the Registry immediately after implementation of the Plan. (n) Accordingly, IA (plan) 6/2025 is allowed and stands disposed of.

SD/- SD/- (CHARAN SINGH) (RAMMURTI KUSHAWAHA) Member (Technical) Member (Judicial) Binnu