Approval of Resolution Plan - Vallabh Textiles Company Private Limited

THE NATIONAL COMPANY LAW TRIBUNAL CHANDIGARH BENCH (Exercising powers of Adjudicating Authority under the Insolvency and Bankruptcy Code, 2016) IA No.416 of 2023 In CP(IB) No.391/Chd/Pb/2018 (Admitted) Under Sections 7 and 30 (6) of the Insolvency and Bankruptcy Code, 2016 In the matter of: Punjab National Bank .…Petitioner-Financial Creditor Versus Vallabh Textiles Company Private Limited …Respondent-Corporate Debtor And in the matter of:- IA No. 416/2023 Mr. Rajiv Khurana Resolution Professional for Vallabh Textiles Company Private Limited, #1299, Sector 15-B, Chandigarh-160015 Phone No. 91+ 9815547399 …Applicant Versus Committee of Creditors, Through Lead bank, Punjab National Bank, Zonal Sastra, Centre 5, Ferozepur Road, Ludhiana, Punjab- 141012 …Proforma Respondent Order delivered on: 08.01.2024 Coram: HON’BLE SHRI HARNAM SINGH THAKUR, MEMBER (JUDICIAL) HON’BLE SHRI SUBRATA KUMAR DASH, MEMBER (TECHNICAL) Present:- For the Applicant-RP :- Mr. Aman Kashyap, Advocate For the Successful Resolution :- Mr. Aalok Jagga, Advocate Applicant Mr. APS Madaan, Advocate

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

PER: HON’BLE MR. HARNAM SINGH THAKUR, MEMBER (JUDICIAL) HON’BLE MR. SUBRATA KUMAR DASH, MEMBER (TECHNICAL) ORDER IA No.416/2023 The present application has been filed by Mr. Rajiv Khurana Resolution Professional of Vallabh Textiles Company Private Limited (hereinafter referred to as ‘Corporate Debtor’) under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 (the ‘Code’) read with Regulation 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, (‘CIRP Regulations’), seeking approval of the Resolution Plan in respect of the Corporate Debtor as approved by its Committee of Creditors (‘CoC’) in the latter’s commercial wisdom as exercised by it on its 37th meeting dated 30.01.2023 with a voting share of 99.91%.

2. The matter was relisted on 13.12.2023 as it was found that the Resolution Professional (‘RP’ for short) was yet to furnish the affidavit in compliance with our administrative order dated 12.12.2023. It has been stated that no such affidavit was filed by the Resolution Professional that the Resolution Plan considered the claim of statutory authorities, wherein a security interest is created by law, as secured creditors for distribution under section 53 (1) of the Code in terms of the decision of State Tax Officer v. Rainbow Papers (Civil Appeal No. 1661 OF 2020) by Hon’ble Supreme Court and further if the Resolution Plan does not consider such claims of Statutory authorities as secured creditors, the SRA did not furnish an affidavit that the distribution will be made in compliance with the decision of the Rainbow Papers and a revised Form-H showing the amended distribution has not been filed. The compliance of the same was made vide Dairy No. 00462/8 dated 15.12.2023 stating the difference in valuation of SFA of Vallabh Textile Company Limited.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

3. The brief facts necessary for adjudication of the present application are that Punjab National Bank (‘Financial Creditor’) had filed a petition bearing CP(IB) No.391/Chd/PB/2018 under Section 7 of the Code before this Tribunal for initiation of Corporation Insolvency Resolution Process (‘CIRP’) against the Corporate Debtor. This Tribunal, vide its order dated 12.04.2019 (admitted the petition filed by the financial creditor and appointed, Mr. Sumat Kumar Gupta (also referred to as the “erstwhile RP”), as Interim Resolution Professional (‘IRP’) and the Committee of Creditors (CoC), in its first meeting held on 09.05.2019, confirmed the appointment of Mr. Sumat Kumar Gupta, as the Resolution Professional with 91.98% voting. Pursuant to the appointment, the IRP duly performed his duties under the Code and the underlying Regulations for carrying out the CIRP of the corporate debtor. 4. Thereafter, the IRP made a Public Announcement in the newspapers viz. ‘Economic Times’ in English language dated 15.04.2019 and ‘Punjabi Jagran’ in Punjabi language, dated 13.04.2019 in prescribed Form A dated 13.04.2019, following Section 15 of the Code read with Regulation 6 of Chapter III of the CIRP Regulations. 5. Thereafter, the IRP as per Section 21 of the Code, after due verification and examination, collated the claims and constituted the Committee of Creditors as under:-

S.NO. NAME OF CREDITOR VOTING SHARE

1 PUNJAB NATIONAL BANK 76.27%

2 CANARA BANK 0.47%

3 INDIAN OVERSEAS BANK 5.64%

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

4 PUNJAB & SIND BANK 8.92%

5 THE KARUR VYASYA BANK 8.02%

6 KITTY INDUSTRIES LTD 0.09%

TOTAL 100%

6. The shares of the members of CoC have been provided as under:

Name of the Amount claimed Amount Percentage Voting for financial creditor admitted of voting Resolution Plan share(%) (Voted for/Dissented/Ab stained)

Punjab National 176,16,74,828 176,16,74,828 76.87 Assented Bank

Punjab & Sind 20,45,18,168 20,45,18,168 8.92 Assented Bank

The Karur Vyasa 18,37,90,737 18,37,90,737 8.02 Assented Bank Ltd

Indian Overseas 12,91,74,144 12,91,74,144 5.64 Assented Bank

Canara Bank 1,06,73,310 1,06,73,310 0.47 Assented

Kitty Industries Ltd 20,28,274 20,28,274 0.09 Abstained

TOTAL 99.91 Voted in Favour

7. The Valuation Report has been provided as under;

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Sr. Asset Class Name of Fair value Liquidation No. Valuer Value

1 Land & Sachin Goel 39,06,83,000 23,17,02,000 Building 2 AlpnaHarjai 40,05,41,328 29,53,17,992

3 Plant & Ankit Goel 62,08,88,000 43,46,22,000 Machinery, Vehicles & 4 Inventory Brahm Pal 57,30,77,390 38,18,44,840 Bharadwaj

5 Security & Fin Ankush Garg 4,27,47,000 3,71,50,000 Assets 6 Prateek Mittal 10,49,24,621 7,98,44,718

8. The Applicant Submits that a total of 41 CoC meetings have been held during the CIRP period. The details are as follows:

Particulars DateofCoC MainAgendaof Importantdecisionsratified Meeting discussion

ByPreviousRP–ShSumatKumarGupta

1stCoCMeeting 09.05.2019 Toconfirmthe Resolutionapprovedwith91.98%votingshare appointmentofIRPas theRP

2ndCoCMeeting 21.05.2019 TransactionAuditofthe TransactionAuditofaccountsoftheCDforthe CD periodof2yearsprecedingtheICDtobe conducted.

3rdCoCMeeting 20.06.2019 InterimFinance RPauthorizedtoexploresourcesofInterim FinancebutseekapprovalofCoCbeforeactually availingofthesame.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

4thCoCMeeting 12.07.2019 EvaluationMatrix TheevaluationmatrixwasamendedbytheRP assuggestedbythemembersoftheCoC

5thCoCMeeting 08.08.2019 InterimFinance CoCapprovedraisingInterimFinanceofRs1 crore@22%p.a.interestforaninitialperiodof1 month.

6thCoCMeeting 05.09.2019 Re-publicationofFormG Sincenoresolutionplanwasreceiveduptothe lastdateof25.08.2019,decidedthatFormGbe re-published

7thCoCMeeting 05.10.2019 InterimFinance CoCapprovedtheextensionofinterimfinanceby afurtherperiodof1month

8thCoCMeeting 30.10.2019 DraftTransactionAudit ThedraftreportwasdiscussedandMrVikram Report Jain,directoroftheCDwantedtosubmitsome clarificatorydocumentswhichwasallowedbythe CoC

9thCoCMeeting 08.11.2019 Extensionoftimeof CoCapprovedtheextensionoftimeasproposed submissionofEOIinthe with91.51%votingshare re-publicationofFormG

10thCoC 04.12.2019 ResolutionPlans Sincethe2resolutionplansreceiveddidnot Meeting received meettheeligibilitycriteria,CoCadvisedtheRPto discusswiththeRAstoimprovetheirplansto makethemcompliant.

11thCoC 19.12.2019 InterimFinance RPinformedtheCOCthatoutofRs1.50crore Meeting interimfinance,Rs1crorehadbeenrepaid.COC advisedtheRPtore-paythebalanceatthe earliest.

12thCoC 24.12.2019 ResolutionPlans RPinformedthatonlyoneplanofKKSpinners Meeting PvtLtdwascompliant.TheCoCdecidedthatthe RAbecalledtothenextCoCmeetingon 30.12.2019forfurtherdiscussiononitsplan.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

13thCoC 30.12.2019 ResolutionPlans TherepresentativeoftheRAinformedthatthe Meeting promoterswereunwellandcouldn’tattendthe meeting.TheCoCdecidedthatthemeetingbe keptagainfor04.01.2020

14thCoC 04.01.2020 ExtensionofCIRPperiod CoCapprovedtheresolutionauthorizingtheRP Meeting byfurther60days tofileapplicationforextensionofCIRPby60 daysbeyondtheprescribed270days.

15thCoC 21.01.2020 ResolutionPlan RPinformedtheCoCthattheRAKKSpinners Meeting PvtLtdhadinformedthattheyarenotwillingto increasetheiroffer.CoCaskedtheRPtoseek legalopinionontheforwardpathforresolutionof theCD

16thCoC 01.02.2020 Re-publicationofFormG CoC,with93.80%votingshareapprovedthesaid Meeting re-publication.Revisesevaluationmatrixand eligibilitycriteriawasalsoapproved.

17thCoC 19.02.2020 ResolutionPlan RPplaced2moreresolutionplansreceivedfrom Meeting AggarsainSpinnerLtdandArrEssIndustriesPvt Ltd.CoCdecidedthatthemembersshallsubmit theirobservationsonthesametotheRPon 20.02.2020.

18thCoC 28.02.2020 ResolutionPlan Theresolutionplanswerenegotiatedbutcould Meeting notbefinalized.Meetingwasadjournedto 03.03.2020tofinalizethesame.

19thCoC 12.03.2020 ResolutionPlan Theresolutionplanswerenegotiatedandthe Meeting planofAggarsainSpinnersLtdwasadjudgedH-1 onthebasisofevaluationmatrix

20thCoC 16.05.2020 ExclusionofCOVID-19 Hon’bleAAhadallowedafurtherextensionof21 Meeting lockdownperiod dayswhichexpiredon29.03.2020.Since lockdownhadbeenannouncedon23.03.2020, theCoCaskedtheRPtoseeksuchexclusion.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

21stCoC 22.05.2020 VotingonResolution TheCoCmembershadfurtherqueriesandcould Meeting adjournedto Plans notdecideonthevoting.Themeetingwas 26.05.2020 adjournedto26.05.2020whentheresolutionplan ofAggarsainSpinnersLtdwasapproved.

22ndCoC 31.05.2022 ReplacementoftheRP CoCresolvedtoreplacetheRPwiththecurrent Meeting adjournedto RPShRajivKhurana. 04.06.2022

23rdCoC 20.06.2022 Re-publicationofForm-G RPinformedtheCoCthatsinceHon’bleAAhad Meeting onlygrantedfurther90daysforcompletionof CIRP,Form-Gberepublished.HoweverCoC memberPunjabNationalBankstatedthatthey hadalreadyfiledanapplicationforreplacement oftheRPandfurtherdecisioninthematterwill betakenonlyafterthesaidapplicationis decided.

ByCurrentRP–ShRajivKhurana

24thCoC 21.07.2022 1.PublicationofFormG 1.CoCapprovedpublicationofFormG Meeting 2.Finalizationof 2.EvaluationMatrixwasfinalized. EvaluationMatrix 3.CoCapprovedfilingofapplicationfor 3.ApprovalforfilingIA exclusionofperiodasperSl.No.3alongside. forexclusionofperiod fromdateoforder allowingfurther90days ofCIRPandthedateof appointmentofRPu/s 27

25thCoC 17.09.2022 1.RatificationofCIRP 1.CoCunanimouslyratifiedtheCIRPCosts Meeting Costs incurredtilldate 2.ResolutionPlans 2.CoCaskedtheRPtoscrutinizethe receivedfrom8RAs ResolutionPlansandplacethecompliantcones placedbeforetheCoC beforetheCoCinthenextmeeting.

26thCoC 27.09.2022 DiscussionswithRAs CoCdiscussedtheplanswithRAsvirtuallyand Meeting askedthemtorevisetheiroffersupwards.The RAssoughtsometimeanditwasdecidedtohold thenextmeetingon29.09.2022

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

27thCoC 29.02.2022 NegotiationswithRAs RPpresentedtotheRAsthevaluepropositions Meeting intheCD.CoCaskedtheRAstocomewiththeir bestoffersinthenextCoCmeeting

28thCoC 12.10.2022 NegotiationswithRAs RPinformedtheRAsoftheextensionofCIRP Meeting periodduetoexclusionoflitigationperiodbefore theHon’bleNCLAT.SomeRAssoughttimefor internalconsultationstorevisetheiroffers.

29thCoC 17.10.20 NegotiationswithRAs TheRAsrevisedtheirplansupwards.Theywere Meeting 22 informedthattheyshallbeinformedoffurther courseofactioninthematter.

30thCoC 03.11.20 NegotiationswithRAs Achallengemechanismfornegotiationswas Meeting 22 initiated.However,theRAssoughtsometime andhenceCoCdecidedthatmeetingshallbe heldon05.11.2022forthesame.

31stCoC 05.11.20 NegotiationswithRAs Negotiationsasperthechallengemechanism Meeting 22 wasstartedandtheRAsimprovedtheiroffers overtheothercompetingoffers.However,sinceit waslateintheevening,itwasdecidedto continuewiththeprocessinthenextCoC meeting

32ndCoC 09.11.20 NegotiationswithRAs Negotiationscontinuedasabove.However,after Meeting 22 tworounds,theRAsstucktotheiroffers.The CoCthendecidedthatallRAssubmittheirfinal revisedresolutionplans,notlowerthantheirbest offerstilldate,totheRPby15.11.2022andsuch offersshallbefinal.

33rdCoC 22.11.20 Finalrevisedresolution CoCdecidedthatRPcompareallresolution Meeting 22 plans(5Nos)placed plansandplaceacomparativechartbeforethe beforeCoC CoC

34thCoC 22.12.20 Discusstheorderdated CoCdecidedthatintermsofthesaidorder,the Meeting 22 09.12.2022ofthe PerformanceGuarantee(BG)submittedbythe Hon’bleSupremeCourt erstwhileSRAbereleased.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

35thCoC 12.01.20 1.Deliberationon 1.CoCfoundallplanstobefeasibleandviable. Meeting 23 feasibility&viabilityof resolutionplans 2.CoCdecidedthate-votingbekeptopenfrom 25.01.2023to28.01.2023(12noon)andresults 2.Votingonthe bedeclaredonthesamedayatCoCmeetingat resolutionplans 03.00p.m.

36thCoC 24.01.20 Todecideontheagenda RPplacedtheagendaitemstobevotedupon.It Meeting 23 itemstobevotedupon wasdecidedbytheCoCthate-votingshallbe openbetween01.02.2023(12noon)to 02.02.2023(4.00pm).

37thCoC 30.01.20 1.RPtoplacethe 1. RP placed the addenda containing Meeting 23 addendatothe clarifications/correctionsbeforetheCoC. resolutionplans receivedfromtheRAs 2. CoC unanimously decided that official of PNB shall be the CoC’s nominee in the monitoring 2.CoCtodecideon committee and for pursuing the avoidance theirnomineeonthe application. monitoringcommittee andforpursuingthe AvoidanceApplications

38thCoC 02.02.20 1.Declarationofresults 1. RP declared the results of voting and the Meeting 23 ofvoting SRA’s plan was approved with 99.91% voting share. 2.Totakedecisionsas perRegulations39B,C 2. Decisions as perRegulations39B,C&Dwere &D taken

39thCoC 06.04.20 CoCtoapprovechange TheCoCunanimouslyapprovedthechangeof Meeting 23 ofstatutoryauditorsof auditorsoftheCD. theCD

40thCoC 19.05.20 Constitutionof CoCdecidedthattheMonitoringCommitteeshall Meeting 23 MonitoringCommittee compriseoftheRPasChairman,AGM,PNB, ZonalSASTRALudhianaastherepresentativeof theCoCMembersandShVivekRahejaas representativeoftheSRA.Itwasfurtherdecided andagreedbytheSRAthatthefeepayableto theRPfortheaforesaidfunctionshallbeRs1.75 Lacpermonth.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

41stCoC 27.07.20 ContentionoftheSRA CoCdecidedthatthecontentionoftheSRAwas Meeting 23 (receivedthroughemail) untenablesincemonitoringmechanismis thatSRAwillhavethe approvedbyHon’bleAAalongwiththeresolution righttochangethe planandnootherpersoncanchangethesame. chairmanofthe monitoringcommitteeon reviewafter6months, wasdiscussed

9. The erstwhile RP Sh Sumat Kumar Gupta was replaced with Sh Rajiv Khurana vide order dated 11.07.2022 of this Adjudicating Authority. 10. The list of Prospective Resolution Applicant(s) (PRAs)

Sr. No Name 1 Sabrimala Industries India Limited 2 Jasnik Singh Kakkar 3 M/s Chiman Lal Gian Chand 4 Sanjeev Bhatia 5 7NR Retail limited 6 Sudharma Clothing Co. Pvt Ltd (Consortium) 7 Mahesh Goyal 8 Shalimar Infrabiz Pvt Ltd 9 Sara Textiles Limited 10 Garg Acrylic Limited 11 Monte Carlo Fashions Limited 12 Zayntex Spinners Pvt Ltd

11. The Applicant in terms of the decision of CoC, had issued Form G dated 24.07.2022 for invitation of resolution plans in the matter of the Corporate Debtor in terms of Regulation 36A of the CIRP Regulations. The Form G was issued in Times of India (English) and Amar Ujala (Hindi) Newspapers, and the last date for submission of expression of interest was stipulated as 08.08.2022 while the last date for submission of resolution plan was stipulated as 15.09.2022 IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

12. It is submitted that the erstwhile RP had carried out a substantial portion of the CIRP and had convened 21 meetings in the matter of the Corporate Debtor, wherein in the 21st meeting held on 22.05.2020 and 26.05.2020, the CoC in its commercial wisdom and after considering the feasibility and viability, voted in favor of the Resolution Plan submitted by M/s Aggarsain Spinners Limited (“Erstwhile Successful Resolution Applicant” or “ Erstwhile SRA”) with a majority of 94.36%. Subsequently, the erstwhile RP filed an Application in June 2020, bearing I.A. No. 458 of 2020 in C.P.(IB) 391/CHD/PB/2018 under Section 30(6) of the Code before this Hon’ble Adjudicating Authority seeking approval of the Resolution Plan in the matter of the Corporate Debtor. During the pendency of the above application, the erstwhile RP received complaints regarding the eligibility of the Erstwhile SRA, and upon investigating the same the erstwhile RP, convinced that a prima facie case of ineligibility was made out, filed an Application bearing I.A. 342/2021 seeking directions against the erstwhile SRA to declare them as ineligible. 13. The NCLT vide Order dated 24.05.2022 held the Erstwhile SRA as ineligible under Section 29A(f) of the Code and rejected the Resolution Plan submitted by the latter in the matter of the Corporate Debtor, while granting extension to the CIRP period by 90 days for exploring the possibility of resolution of the corporate debtor, and sent back the matter to the CoC which was then reinstated to make another attempt for consideration of other resolution plans in accordance with law. 14. The erstwhile RP then convened the 22nd Meeting of the Committee of Creditors in the matter of Corporate Debtor on 31.05.2022 (which was subsequently adjourned to 04.06.2022), wherein the CoC members with requisite voting (which concluded on 10.06.2022) of 93.80% resolved for the replacement of the erstwhile RP with Mr. Rajiv Khurana (the Applicant), having registration no.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

IBBI/IPA-001/IP-P00126/2017-18/10268, in accordance with the provisions of Code. Thereafter, the CoC through Punjab National Bank filed an Application bearing I.A. No. 682 of 2022 under Section 27 of the Insolvency and Bankruptcy Code, 2016 seeking directions to replace erstwhile RP with the Applicant which was granted by the NCLT vide Order dated 11.07.2022. 15. In the 24th meeting of the CoC on 21.07.2022, the Applicant took over the charge from the erstwhile RP on 14.07.2022 and placed before the members of the CoC a draft Form G and requested the CoC to consider publishing the same. The members of the CoC also finalised the evaluation matrix in the meeting. As it was observed that lot of time had been lost from 24.05.2022 till 11.07.2022 i.e. till the appointment of Applicant as the Resolution Professional, the CoC directed the Applicant herein to file an Application seeking exclusion of period from 24.05.2022 till 11.07.2022 (48 days) as no effective steps could be taken in the CIRP process of the Corporate Debtor during that period, filed through I.A. No. 843 of 2022 which was allowed by the NCLT vide Order dated 28.07.2022. 16. The Applicant in terms of decision of CoC, had issued the fresh Form G dated 24.07.2022 for invitation of resolution plans in the matter of the Corporate Debtor in terms of Regulation 36A of the CIRP Regulations. The Form G was issued in Times of India (English) and Amar Ujala (Hindi) Newspapers, wherein the last date for submission of expression of interest was stipulated as 08.08.2022 and the last date for submission of resolution plan was stipulated as 15.09.2022. 17. The Applicant then issued a provisional list of prospective resolution applicants in the matter of the Corporate Debtor, and thereafter, issued a final list of prospective resolution applicants in the matter of the Corporate Debtor.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

18. It is pertinent to mention that the Erstwhile SRA had assailed the Order dated 24.05.2022 passed by this Adjudicating Authority before the Hon’ble Appellate Authority vide Company Appeal No. 637-638 of 2022 which vide Order dated 14.09.2022 upheld the Order dated 24.05.2022 passed by this Adjudicating Authority while dismissing the Appeal filed by the Erstwhile SRA in the matter of the Corporate Debtor. The Hon’ble Appellate Authority was further allowed the exclusion of the period spent in appeal. 19. In the 25th meeting of COC on 17.09.2022, the Applicant presented eight resolution plans which were received in the matter of the Corporate Debtor before the last date i.e. 15.09.2022. The sealed envelopes of the Resolution Plans received in the matter of the Corporate Debtor were opened before the COC. Upon discussions and deliberations, it was decided that the RP shall verify the resolutions plans and check if they are compliant with the provisions of the Code and underlying Regulations. 20. The Applicant convened the 26th meeting of COC on 27.09.2022 wherein upon discussions and deliberations on the resolution plans, the majority of the CoC requested the prospective resolution applicants to revise the amount offered under the resolution plan. 21. The Applicant apprised the members that the prospective resolution applicants have sought more time to revise the amount offered under the resolution plan during the 27th meeting of COC on 29.09.2022 wherein The majority of the CoC requested the prospective resolution applicants to revise the amount offered. 22. The Applicant apprised the CoC of the fact of dismissal of the erstwhile SRA’s Appeal by the Hon'ble Appellate Authority. Applicant convened the 28th meeting of IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

COC on 12.10.2022 wherein the Applicant apprised the members of the CoC that Appeal was dismissed filed by the Erstwhile Successful Resolution Applicant and excluded the period of pendency of appeal before the Hon’ble Appellate Authority. It was further apprised that the Hon’ble Adjudicating Authority was pleased to take the Order dated 14.09.2022 passed by the Hon’ble Appellate Authority on record vide its Order dated 30.09.2022.

23. The Applicant convened the 29th meeting of COC on 17.10.2022 wherein the Applicant apprised the members of the CoC that the prospective resolution applicant has revised their offer and two prospective resolution applicants have sought more time to revise their offers. Upon discussions and deliberations, the members of the CoC directed the RP to take steps for further improvement in the amount offered under the resolution plans. 24. The Applicant convened the 30th meeting of COC on 03.11.2022 wherein the Applicant apprised the members that most of the prospective resolution applicants had sought more time to revise their offers. Upon discussions and deliberations, the members of the CoC decided that the final round of bidding shall be conducted on 05.11.2022. 25. The Applicant convened the 31st meeting of COC on 05.11.2022 wherein the Applicant apprised that in terms of the last meeting the final round of bidding with the resolution applicants had to take place. The prospective resolution applicants submitted their best offers which were placed before the CoC. However, the challenge process could not be completed and the challenge process was postponed to the next meeting.

26. The Applicant convened the 32nd meeting of COC on 09.11.2022 wherein the Applicant apprised that in terms of the last meeting challenge process had to IANo.416/2023, In CP(IB)No.391/Chd/PB/2018 continue. The challenge process was continued and further improvements were made by the prospective resolution applicants. Thereafter, the CoC decided that the prospective resolution applicants would submit their final revised resolution plans with the Applicant on or before 15.11.2022 which shall be treated as final. Further, the Applicant placed the agenda for performance linked incentive fee payable to the RP in terms of CIRP Regulations. Upon discussions and deliberations, the CoC approved the payment of such incentive fee to the Applicant. 27. The erstwhile Successful Resolution Applicant had assailed the Order passed by the Hon’ble Appellate Authority before the Hon’ble Supreme Court by filing a Civil Appeal bearing Civil Appeal No. 7015-7016/2022. The Hon’ble Supreme Court vide Order dated 14.11.2022 issued notice upon the Respondent with direction to file Counter Affidavit. Thereafter, the matter was mentioned by the Appellant before the Hon’ble Supreme Court on 15.11.2022, wherein the Hon’ble Supreme Court vide Order dated 15.11.2022 passed an interim direction that the resolution plan shall not be finalised by the CoC till the next date of hearing i.e. 09.12.2022.

28. The Applicant convened the 33rd meeting of COC on 22.11.2022 wherein the Applicant apprised that in terms of the last meeting, five prospective resolution applicants have submitted their final resolution plans by 15.11.2022. The Applicant further apprised that one of the prospective resolution applicants namely Shalimar Infrabiz Private Limited communicated their decision to withdraw from the process and requested for refund of EMD. Upon discussions and deliberations, the CoC requested the RP to prepare a comparative chart of all resolution plans. The Applicant also apprised the members that the Erstwhile Successful Resolution Applicant had approached the Hon’ble Supreme Court wherein interim direction has

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018 been passed to not finalise the resolution plan, however neither a copy of appeal nor copy of notice issued by Hon’ble Supreme Court was served on him as on date. 29. The Hon’ble Supreme Court heard the Civil Appeal No. 7015-7016 of 2022 filed by the erstwhile Successful Resolution Applicant on 09.12.2022. The Hon’ble Supreme Court vide its Order dated 09.12.2022 was pleased to dispose of the Civil Appeal granting liberty to the Appellants to submit a resolution plan and an EOI to the CoC within a period of thirty days. Further, the Hon’ble Supreme Court was pleased to extend the period for the completion of the process by sixty days from the date of Order. In terms of the Order dated 09.12.2022 passed by the Hon’ble Supreme Court, the CIRP period in the matter of the Corporate Debtor would end on 07.02.2023. 30. The Applicant convened the 34th meeting of COC on 22.12.2022 wherein the Applicant apprised that the Hon’ble Supreme Court vide its Order dated 09.12.2022 has granted the erstwhile successful resolution applicant to submit resolution plan/ EOI if any within a period of 30 days and extended the CIRP period by 60 days from date of Order. 31. The Applicant convened the 35th meeting of COC on 12.01.2023 wherein the Applicant apprised the members that the Applicant has received email from the Erstwhile Successful Resolution Applicant that since the Order dated 09.12.2022 passed by the Hon’ble Supreme Court was uploaded on 17.12.2022, therefore the period of 30 days shall be allowed to them from date of uploading of Order. Upon discussions and deliberations, the CoC members were of the opinion that the pronouncement took place in open court wherein the counsel for appellant was present and Appellant cannot claim ignorance, further the Order grants extension of 60 days from date of Order and 30 days to Appellants to submit resolution plan if

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018 any. It was deliberated that the Appellant had a 30 days period granted to the Appellant shall be calculated from the date of order. The CoC deliberated on the feasibility and viability of the resolution plans received in the matter of the Corporate Debtor and considered the manner of distribution in each of the resolution plans. 32. The Applicant convened the 36th meeting of COC on 24.01.2023 wherein the Applicant apprised that the check for eligibility of the prospective resolution applicants has been got conducted through an independent agency and its report has been shared with the members of the CoC. Thereafter, the agenda for voting upon the resolution plans were placed before the Committee of Creditors. Upon discussions and deliberations, majority CoC members requested the Applicant to put the resolution plans on e-voting which shall conclude on 02.02.2023. 33. The Applicant convened the 37th meeting of COC on 30.01.2023 wherein the Applicant apprised the members that the Applicant has received addenda from the Resolution Applicants in view of the claim of the employee of the Corporate Debtor.

The Applicant further placed the agenda received from one of the prospective resolution applicants who was willing to modify the resolution plan to the extent that the recovery from avoidance applications shall go to the Committee of Creditors. Upon discussions and deliberations, the members of the CoC decided that the same shall be considered while voting upon the resolution plan. Further, the Applicant placed the agenda pertaining to the operations of the Corporate Debtor. Upon discussions and deliberations, the CoC unanimously decided that the RP shall continue with the corporate debtor as going concern. The Applicant reiterated the agenda the resolutions to be voted upon in respect of each resolution plan. 34. The Applicant convened the 38th meeting of COC on 02.02.2023 wherein the Applicant placed the results of e-voting in respect of resolution plans submitted in IANo.416/2023, In CP(IB)No.391/Chd/PB/2018 the matter of the Corporate Debtor. It was apprised that the Resolution Plan submitted by Respondent No. 1 in the matter of the Corporate Debtor was approved by the CoC in its commercial wisdom with 99.91% voting share.

The majority of members of the CoC requested the Applicant to communicate the approval of resolution plan with the Successful Resolution Applicant and request to furnish Performance Security in terms of the Request for Resolution Plan. Thereafter, the Applicant placed the agenda for approval of estimated liquidation cost in terms of Regulation 39B of the CIRP Regulations. Upon discussions and deliberations, the members of the CoC approved the estimates of Liquidation costs. The Applicant placed the agenda for assessment of sale as going concern in terms of Regulation 39C of the CIRP Regulations. Upon discussions and deliberations, the members of the CoC approved to endeavour to sell the corporate debtor as a going concern in the event an order of liquidation is passed in the matter of the Corporate Debtor. The Applicant further placed the agenda for approving the fee of the Liquidator if an order of Liquidation is passed by the Hon’ble Adjudicating Authority in terms of Regulation 39D of the CIRP Regulations. Upon discussions and deliberations, the members of the CoC approved the fee payable to the Liquidator in the event an order for liquidation is passed.

35. The resolution professional by an affidavit vide diary no. 00462/4 dated 30.08.2023, had averred that the applicant is eligible under Section 29A of IBC, 2016. 36. The Applicant has submitted the details of various compliances as envisaged by the Code and the CIRP Regulations, which a Resolution Plan is required to adhere to, as follows:

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

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

Compliance under ProvisionsunderSection30(1)and ResolutionPlan (2)oftheCode

Section30(1) A resolution applicant may submit a resolution planalongwithan Complied affidavit stating that he is eligible under section 29A to the resolution professional prepared on the basis of the information memorandum.

Section30(2) (a) provides for the paymentofinsolvencyresolutionprocesscosts Yes. Schedule 4, Clause 1.2, in a manner specified by the Board in priority to the payment of Page48 otherdebtsoftheCorporateDebtor;

(b) provides for the payment ofthedebtsofoperationalcreditorsin Clause1.3,Page49onwards such manner as may be specified by the Board which shall notbe lessthan: (i) the amount to be paid to such creditors in the event of a liquidationofthecorporatedebtorundersection53;or (ii) the amount that would have been paid to such creditors, if the amount to be distributed under the resolution plan had been distributed under the resolution plan had been distributed in accordance with the order of priority in sub-section (1) of section 53; Whichever is higher, and provides for thepaymentofthedebts of financial creditors, who do not vote in favour of the resolution plan, in such a manner as may be specified by the board, which shall not be less than the amount to be paid to such creditors in accordance with the sub-section (1) of section 53 in the eventofa liquidationofthecorporatedebtor.

(c) provides for the management of the affairs of the corporate. debtorafterapprovaloftheresolutionplan; Clause8(3),Page39 (d) the implementation and supervision of the resolution Clause5and7atPage34&36 plan;

(e)doesnotcontraveneanyoftheprovisionsofthelawforthetime Schedule3,Page27 beinginforce;

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018 (f) Conforms to such other requirements as may Astatementhasbeengivenat bespecifiedbytheBoard. Page 4 that the Resolution Plan conforms to the requirement of IBC, 2016 as specifiedbytheBoard.

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

Regulation 37(1) of Insolvency and Compliance under Resolution PlanPure Drinks Bankruptcy Board of India (Calcutta)Ltd. (Insolvency Resolution Process for CorporatePersons)Regulations, 2016 (a) transferofallorpartoftheassetsof Resolution Applicant has not proposed any transfer of all the corporate debt to one or more or any part of the assets of the Corporate Debtor to one persons; or more persons in Clause E, Page 16 of the Resolution Plan (b) sale of all or part of the assets The Resolution Applicant has not proposed any sale of whether subject to any security any assets of the Corporate Debtor to any person in interestornot; ClauseE,Page17oftheResolutionPlan.

(ba) Restructuring of the Corporate The Resolution Applicant has not proposed any merger, Debtor, by the way of merger, demerger or amalgamation in Clause E, Page 17 of the amalgamationanddemerger. ResolutionPlan (c) the substantial acquisition ofshares Providedinclausevii(i),Page29. of the corporate debtor, or the merger or consolidation of thecorporatedebtor withoneormorepersons;

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018 (ca) cancellation or delisting of any Providedinclausevii(i),Page29. shares of the corporate debtor, if Applicable (d) satisfaction or modification of any ProvidedininPara8(1),Page38. securityinterest; (e) curing or waiving of any breach of the terms of any debt due from the NA corporatedebtor; (f) reduction in the amount payable to thecreditors; ProvidedininClausevii(iii),Page29.

(g) extension of a maturity date or a TheResolutionApplicantproposestoimplementtheentire change ininterestrateorothertermsof ResolutionPlanwithinaperiodof4years. adebtduefromthecorporatedebtor;

(h) amendment of the constitutional documentsofthecorporatedebtor The Resolution Plan in Schedule 7, Page 77 provides for amendment in constitutional document of the Corporate Debtor.

(i) issuance of securities of the corporate debtor, for cash, property, NA securities, or exchange for claims or interestsorotherappropriatepurpose (j) change in portfolio of goods or No change in the portfolio is envisaged by the Resolution services produced or rendered by the ApplicantasmentionedinClauseEofPage17 corporatedebtor (k) change in technology used by the No changeinthetechnologyisenvisagedbytheResolution corporatedebtorand ApplicantasmentionedinClauseEofPage17.

(l) obtaining necessary approvals from The Resolution Applicant has sought for certain approvals the Central and State Governments from the statutory authorities. Schedule 7 Clause (iv), andotherauthorities; Page78.

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

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Regulation38(1)ofInsolvencyandBankruptcyBoardofIndia (Insolvency Resolution Process for Corporate Persons) Regulations,2016 Regulation38(1)(a)- The amount due to the operational creditors under a resolution Clause 1.5 A(a) and Clause 1.5 planshallbegivenpriorityinpaymentoverfinancialcreditors (B)(ii),Page60 Regulation38(1)(b)- under Important Conditions & The amount payable under a resolution plan to the financial StatementsonPage4 creditors, who have a right to vote under sub-section (2) of section 21 and did not vote in favour of the resolution plan,shall Clause1.8,Page68, be paid in priority over financial creditors who voted in favour of theplan. Regulation38(1A)- A resolution plan shall includeastatementastohowithasdealt with the interests of allstakeholders,includingfinancialcreditors andoperationalcreditorsofthecorporatedebtor.

Under Important Conditions & Regulation38(1B)- StatementsonPage4 A resolution plan shall include a statement giving details if the resolution applicant or any of its related parties has failed to implement or contributed to the failure of implementation of any other resolution plan approved by the Adjudicating Authority at anytimeinthepast.

Regulation 38(2) of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations,2016 ComplianceunderResolutionPlan a. Thetermoftheplananditsimplementationschedule; Clause7,Page36 (b) The management andcontrolofthebusinessofthecorporate Schedule3,Clause8(3) debtorduringitsterm;

(c)Adequatemeansforsupervisingitsimplementation; Schedule3,Clause5

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018 d) Provides for the manner in which proceedings in respect of Clause5,Page80 avoidance transactions, if any, underChapterIIIorfraudulentor wrongfultradingunderChapterVIofPartIIoftheCode,shallbe pursued after the final approval of the resolution plan and the manner in which the proceeds, if any, from such proceedings shallbedistributed: Provided that this clause shall not apply to any resolution plan that has been submitted to the Adjudicating Authority under sub-section (6) of section 30 on or before the date taken for commencement of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) (SecondAmendment)Regulations,2022 Regulation 38(3) of Insolvency and Bankruptcy Board of India (Insolvency ResolutionProcessforCorporatePersons) Regulations,2017ComplianceunderResolutionPlan a. Itaddressesthecauseofdefault Addresses the reasons for the default by the Corporate Debtor inSchedule5.

2. Itisfeasibleandviable RA in Schedule 5 confirms that theplanisfeasibleandviable (c)Ithasprovisionsforitseffectiveimplementation Schedule 3 and 8 provides for effective implementation and adequate means for supervising the implementation of the ResolutionPlan.

(d)Ithasprovisionsforapprovalsrequiredandthetimeline The Resolution Applicant in forthesame Schedule 3 has sought for specificreliefs,approvalsrequired fromthestatutoryauthorities.

(e) The resolution applicant has the capability to implement the resolutionplan. The Resolution Applicant has explained under Schedule 5 his capacity to implement the resolutionplan Regulation 39 (1) of Insolvency and Bankruptcy Board of Compliance under Resolution India (Insolvency Resolution Process for Corporate Person Plan Regulations,2016

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Regulation39(1)- A prospective resolution applicant in the final list may submit resolutionplanorplanspreparedinaccordancewithCodeandthese regulations to the resolution professional electronically within the time given in the request for resolution plans under regulation 36B alongwith: YES, a separate affidavit given in thisregard. a. anaffidavitstatingthatitiseligibleundersection29Ato submitresolutionplan; ClauseFoftheResolutionPlanat 2. deletedbyamendment Page18oftheResolutionPlan 2. an undertaking by the prospective resolution applicant that every information andrecordsprovidedinconnectionwithor in the resolution plan is true and correct and discovery of false information and record at any time will render the applicant ineligible to continue in the corporate insolvency resolution process,forfeitanyrefundabledeposit,andattract penalactionundertheCode. Regulation39(1A) Complied A resolution plan which does not comply with the provision of sub-regulation(1)shallberejected.

Regulation39(2) The resolution professional shall submit to the committee all resolutionplanswhichrequirementscomplyofthewiththeCodeand regulations made there under along with the details of following transactions,ifany,observed,foundordeterminedbyhim:- (a)preferentialtransactionsundersection43; (b)undervaluedtransactionsundersection45; Complied (c)extortionatecredittransactionsundersection50;and (d) fraudulent transactions under section 66,and the orders, if any,oftheadjudicatingauthorityinrespectofsuchtransactions.

Regulation39(3) The committee shall evaluate the resolution plans received under sub-regulation (1) strictly as per the evaluation matrix to identify the best resolution plan and may approveitwithsuchmodificationsasit deemsfit.

Provided that the committee shall record the reasons for approving orrejectingaresolutionplan.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

37. Details of Resolution Plan/Payment Schedule:

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

Particulars Amount of Amount of Amount Amount Amount Amount ClaimFiled Claimadmitted provided provided reflected in the available in (Rs.inCr.) (Rs.inCr.) under the to the last Balance liquidation Plan (Rs. in amount Sheet before (Liqn Value: Cr.) claimed CIRP. (only on Rs % 3 *starreditem 73,02,40,775) below)

Secured 228,98,31,18 228,98,31,186 90,10,00,000 39.35% 2291551312 72,96,92,628 Financial 6 Creditors Unsecured 20,28,274 20,28,274 0.00 0 0 Financial Creditors (except related party) *Staff & 31,68,864 17,20,126 17,20,126 100% 17,24,528 5,48,147 Workmen Operational 0.00 0.00 0.00 0 Creditors (statutory dues) Related 23,08,314,17 23,08,314,17 0.00 0 Party (includes Unsecured Financial Creditors & Operational Creditor) *Statutory 0.00 0.00 0.00 0 0 Liabilities

*Anyother 1,90,262 1,90,262 0.00 1,90,262 0 liability, including contingent liability

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Total 229,52,18,5 229,37,69,848 90,27,20,12 73,02,40,775 86 6

38. The term of plan and its implementation schedule in detail R.38(2):

Sr.No. Particulars Amount UpfrontCash Deferred Rest of Deferred (Rs. in Cash at the Cash Lakhs) end of 1st verified by Year RP 1. CIRPCost NIL(CIRPcostsarebeingpaidoutofthecashflowoftheCD 2. Secured Financial 90,10,00,000 26,80,00,000 NIL 63,30,00,000 Creditor

3. Unsecured NIL NIL NIL NIL FinancialCreditor

4. Operational 22,79,874 22,79,874 NIL NIL Creditor for Goods&Services 5. Operational NIL NIL Creditor Government Dues(Customs) 6. Operational Creditor Government Dues(Tax) 7. Operational 17,20,126 17,20,126 NIL NIL Creditor Employees & Workers 8. Funds for 2,00,00,000 stabilization of Business and WorkingCapital

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

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

Sections Nature of Amounts Documents Remarks allegation involved reliedupon 43–IA975/2022 Preferential Rs. 50.74 Transaction Transactions Lakhs Review Report dated14.11.2019

50–IA972/2022 Extortionate Rs. 36.72 Transaction Transactions Crores Review Report dated14.11.2019

66–IA970/2022 Fraudulent Rs. 16.62 Transaction Transactions Crores Review Report dated14.11.2019

40. It is submitted that Resolution Professional has sent an email to banks/ members of COC on 21.08.2023 asking if any transaction audit/ forensic audit was done anytime within 3 years prior to initiation of CIRP. However, no reply has been received from the banks/ financial creditors for the same. Transaction Audit Report annexed at ANNEXURE A8 in IA 970/2022. The resolution professional has appointed Mr. Sumat Kumar Gupta, forensic auditor, and on the basis of the forensic report, applications under Section 43(2) have been filed in compliance with Regulation 35A of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. 41. It is submitted in the 37th CoC Meeting it is approved that the CoC (through their authorized representative Punjab National Bank) shall pursue the avoidance transactions and expenses incurred therein shall be contributed by the COC members in the ratio of their debt towards the corporate debtor. The amount so recovered shall be distributed amongst the COC members in the same ratio.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

42. The Successful Resolution Applicants have filed an affidavit by diary No.00462/4 dated 30.08.2023 with regard to the payment of gratuity dues and dues to the workmen and employees stating as under:

“As confirmed by the Resolution Professional, there is no separate reserve funds for Provident Fund and Gratuity in the books of Corporate Debtor. However as per the details given by the Resolution Professional, Resolution Applicant has made provision in the Plan to state that workmen are entitled to receive their dues from the Corporate Debtor for period of 24 months as per provision of Section 53(1)b) at least to minimum liquidation value envisaged under Section 30(2)(b) read with Section 53(1). The treatment of gratuity and PF liability is as follows: A. Pre- CIRP Liability i.e before Insolvency Commencement Date - Such dues shall form part of the claims of the workers and employees and are stated to be paid in full by the Resolution Applicant in the plan to the extent admitted by the Resolution Professional. B. During CIRP Liability- Resolution Professional has confirmed that payment of Provident Funds and Gratuity becoming due during CIRP period are being paid regularly and forms part of the CIRP cost. Such dues up to the date of order of the NCLT approving the Resolution Plan will form part of the CIRP cost and shall be paid as provided for in the Plan. C.After CIRP Liabilities- The liability towards gratuity and Provident fund shall be duly paid by the Resolution Applicant/ Corporate Debtor, as and when they will become due”. 43. The implementation of the Resolution Plan shall be as specified in Schedule 3 clause 2 of the plan. 44. It is further mentioned that upon approval of this plan and on payment to all the stakeholders of the amounts as proposed in the Resolution Plan, all the secured financial creditor shall relinquish their charges from the corporate debtor’s remaining properties existing as on the insolvency commencement date in terms of the decision of the Hon’ble Supreme Court in the case of Ghanshyam Mishra and Sons Private Limited through Authorised Signatory vs. Edelweiss Asset Reconstruction Company Limited through the Director & Ors. 2021 SCC Online

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

SC 313 and the principle of clean slate under Insolvency and Bankruptcy Code, 2016. 45. Certain Relinquishment/Waiver of liabilities and Approvals have been sought in the Resolution Plan. The applicant has submitted the following facts with regard to the Waivers, Reliefs and Exemptions sought in the Resolution plan:

Competent The observations S.No. Relief and/or Concessions and Approvals Authority/ Courts/ Sought as regards Government/Semi reliefs/concession -Government Authority for s sought as below reliefsought are:-

Income Tax To approach the 1. CarryForwardlosses Authorities concerned authority To exempt / grant relief to the company fromthe as this Authority has provisions of section 41(1), 79,115JB and other no jurisdiction over relevant Provisions of the Income tax act IncomeTaxmatters. including but not limited to losses on account of impairment of fixed assets, Inventories and/or any other loss and write off longtermsandshort termsliabilitiesduetorestructuring. No income tax will be attracted / payable on account of capital gain arising out of thetransfer of shares/Assets/ writeoffliabilitiesasenvisaged in this Resolution Plan to ResolutionApplicant,if any; To allow the company to carry forward its unabsorbed businesslosses/CapitalLossrelated to period up to approval date (even if there is delay in filing the return) beyond statutory time limit of 8 assessment years under Section 72 of ITAct1961andsetoffinsubsequentyears;

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

As no liability of the 2. 4) Proposal relating to Holding, subsidiaries, Corporate Debtor associate companies and joint ventures of from the period prior theCompany toapprovaldateofthe The Resolution Applicant, and the Corporate Plan subsists after Debtor shall not be liable towards any claims or approval of the Plan obligations (present or future, due or contingent, under the Provision of asserted or un-asserted, crystallised or the IBC,this relief is uncrystallised, known or unknown, disputed or allowed. undisputed) towards or relating to the holding, subsidiaries or associate companies and related parties of the Company, domestic or foreign, whether those specified in the Information Memorandum or Not that relate to a period prior to the Approval Date ,includinginrelationtoany undertakings or guarantees issued by the Company for such holding, subsidiaries, associate companies and related parties, in any manner whatsoever. Without prejudice to the aforementioned, all guarantees including personal guarantee of strategic partner /supports/credit comforts/putoptions/indemnities or any agreement of similar nature given by the Company in relation to such holdingsubsidiaries or associate companies before Approval Date shall stand irrevocably and unconditionally withdrawn for no consideration and no claim shall be made pursuant to such guarantees/supports/credit comforts /put options/indemnities or any agreement of similar nature whether for actions prior to the Approval Date. Notwithstanding anything stated herein each of the financial obligations of the Company under the agreements, if any, executed in relation to the shareholding of the Company in these companies or any other company where the corporate debtor has invested, shall not continue post the Approval Date, however Performance obligations like management control, any transfer restrictions etc will continue to be applicable as per prevailing law & regulations.

Sought against Allowed as per Clean 3. (Pg 50; Clause iii) The financial Creditor shall Secured Financial SlatePolicy release all security of Corporate Debtor Creditors. mortgaged by it on full & final payment, as proposedinthisResolutionplan. On full payment of the crystalised amount of Rs 90.10croreasaforesaid,thelendersshallassign theirdebtsinfavourofResolutionApplicant.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Sought against Allowed as per Clean 4. (Pg 50; Clausev)OnPaymentoftheFull&Final Secured Financial SlatePolicy amount as specified in this Resolution Plan, Creditors. Secured Financial Creditor will issue a no dues certificate and vacate their charges on the Assets of Corporate Debtor without any further act/deedonthepartofResolutionApplicant.

Sought against Allowed as per the 5. (Pg 50; Clause vi) All other claims relating to Secured Financial CleanSlatePolicy bank guarantees or letters of creditasmayhave Creditors. been issued by the Secured Financial Creditors, whetherornotsuchbankguaranteesorlettersof credit form part of the Admitted Secured Financial Debt, including all liabilities or claims arising therefrom whether admitted or no!dueor contingent, asserted or un-asserted, crystallised or uncrystallised, knownorunknown,disputedor undisputed, presentorfuture(andwhetherornot the originals of such bank guarantees or letters of credit are returned to the Secured Financial Creditor which had issued it), in relation to any period prior to the Approval Date shall be novated to Resolution Applicant and shall be waived of (subject to payments specified in Plan).

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Sought against Allowed in terms of 6. (Pg 50, 51; Clause vii) All accrued or unpaid Secured Financial the “Clean Slate” interest, including penal interest, fees, Creditors. PrincipleoftheCode. commission, charges etc. in relation to the Secured Financial Debt of the Company, arising on or after commencement of the CIRP in respect of the Company and until the Approval Date shall be: (I) written off in full and shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan; (II) be deemed to have stopped accruing on and from insolvency commencement date and the Company,andtheResolutionApplicant/ Investor shall at no point oftime be, directly or indirectly, held responsible or liable in relation thereto. Other than as specified in Schedule 4, Section 1.5, Sub-Sections iii and iv, any and all other duesincludingclaimsordemandsmadeby or liabilities or obligations owed or payable to (including any demand for any losses or damages, principal, interest, compound interest, penal interest, liquidated damages, notional or crystallised mark to market losses onderivatives and otherchargesalreadyaccrued/accruingorin connectionwithanythirdpartyclaims)anyactual or potential Financial Creditors of the Company or any other person in favour of whom the Company has granted any guarantee orsecurity or in connection with any debt of the Company (including those arising out of any counter guarantees, other corporate guarantees or indemnities issued by the Company, and any transactions in derivatives), whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised,knownorunknown, disputed or undisputed, present or future, whether or not set out intheProvisionalBalance Sheet, thebalancesheetsoftheCompanyorthe profit and loss account statements of the Company or the List of Unsecured Creditors in the Information Memorandum, in relation to any period prior to the Approval Date shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company, the ResolutionApplicant / Investor shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Sought against Allowed in terms of 7. (Pg 51; Clauseviii)Anyandallclaims,rightsand Secured Financial Regulation37ofCIRP entitlements of any actual or potential Secured Creditors. Regulations for Financial Creditors of the Company, any claims/rights etc. for contracts entered intobytheCompanywithsuch any period prior tothe creditors and not addressed in Schedule 4 approval date of the Section 1.5 sub-Sections iii and iv, and whether ResolutionPlan. admitted or not, due or contingent, asserted or un-asserted, crystallisedoruncrystallised,known or unknown, disputed or undisputed, present or future, in relation to any period to the Approval Date and shall,inaccordancewithRegulation37 of the CIRP Regulations, be deemed to be permanently extinguished, and all the contracts entered into by the Company withsuchcreditors will be deemed to be terminated without any liabilities, claims or obligations whatsoever arising out of or in relation to such contracts, by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company, the Resolution Applicant and the Investor shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. Any invocation or appropriation or other enforcement action already undertaken in respect of any security, guarantee, pledge, charge, encumbrance or collateral granted or created by the Company or in respect of any assets of the Company in connection with any Financial Debt or Operational Debt or any other debt or obligation of the Company, at any time prior to the Approval Date, shall stand extinguished.

Against Financial Allowed in terms of 8. (Pg 52; Clause iv) All other claims or liabilities Creditors Regulation37ofCIRP relating to Unsecured Financial debts arising (Unsecured) (Un Regulations for there from whether admitted or not, due or related) claims/rights etc. for contingent, asserted or un-asserted, any period prior tothe crystallisedor uncrystallised, known or unknown, approval date of the disputed or undisputed, present or future (and ResolutionPlan. whether or not the originals of such debts), in relation to any period prior to the Approval Date shall be waived of (subject to payments specifiedinPlan).

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Against Financial Allowed in terms of 9. (Pg 52, 53; Clause v) All accrued or unpaid Creditors Regulation37ofCIRP interest, including penal interest, fees" (Unsecured) (Un Regulations for commission, charges etc. in relation to the related) claims/rights etc. for Unsecured Financial Debt of the Company, any period prior tothe arising on oraftercommencementoftheCIRPin approval date of the respect of the Company and until the Approval ResolutionPlan. Date shall be: (l) written off in full and shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan; (II) be deemed to have stopped accruing on and from insolvency commencement date and the Company,andtheResolutionApplicant/ Investor shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. Other than as specified in Schedule 4, Section 1.6 ,Sub-Sections iii and iv, any and all other duesincludingclaimsordemandsmadeby or liabilities or obligations owed or payable to (including any demand for any losses or damages, principal, interest, compound interest, penal interest, liquidated damages, notional or crystallised mark to market losses onderivatives and other charges already accrued/ accruing or in connection with any third party claims) any actual or potential Financial Creditors of the Company or any other person infavourofwhom the Company has granted any guarantee or security or in connection with any debt of the Company (including those arising out of any counter guarantees, other corporate guarantees or indemnities issued by the Company, and any transactions in derivatives), whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised,knownorunknown, disputed or undisputed, present or future, whether or not set out intheProvisionalBalance Sheet, thebalancesheetsoftheCompanyorthe profit and loss account statements of the Company or the List of Unsecured Creditors in the lnformation Memorandum, in relation to any period prior to the Approval Date shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company, the ResolutionApplicant / Investor shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Against Financial Allowed in terms of 10. (Pg 53, 54; Clause vi) Any and all claims, rights Creditors Regulation37ofCIRP and entitlements of any actual or potential (Unsecured) (Un Regulations for Unsecured Financial Creditors of the Company, related) claims/rights etc. for any contracts entered into by the Company with any period prior tothe such creditors and not addressed in Schedule 4 approval date of the Section 1.6 sub-Sections iii and iv, and whether ResolutionPlan. admitted or not, due or contingent, asserted or un-asserted, crystallisedoruncrystallised,known or unknown, disputed or undisputed, present or future, in relation to any period to the Approval Date shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished, and all the contracts entered into by the Company withsuchcreditors will be deemed to be terminated without any liabilities, claims or obligations whatsoever arising out of or in relation to such contracts, by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company, the Resolution Applicant and the Investor shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. Any invocation or appropriation or other enforcement action already undertaken in respect of any security, guarantee, pledge, charge, encumbrance or collateral granted or created by the Company or in respect of any assets of the Company in connection with any unsecured Financial Debt or OperationalDebtor any other debt or obligation of the Company, at any time prior to the Approval Date, shall stand extinguished.

Against Financial Allowed in terms of 11. (Pg 54; Clause ii) The Resolution Applicant Creditors theprovisionsofIBC proposes that the Admitted Unsecured Financial (Unsecured) (Un debt owning to the Unsecured Financial related) Creditors (Related) as on CIRP date will be settledforatotalconsiderationofNil.

Against Financial Allowed in terms of 12. (Pg 54; Clause iii) All other claims or liabilities Creditors Regulation37ofCIRP relating to Unsecured Financial debts arising (Unsecured) (Un Regulations for there from whether admitted or not, due or related) claims/rights etc. for contingent, asserted or un-asserted, crystallised any period prior tothe or uncrystallised, knownorunknown,disputedor approval date of the undisputed, presentorfuture(andwhetherornot ResolutionPlan. the originals of such debts), in relation to any period prior to theApprovalDateshallbewaived of(subjecttopaymentsspecifiedinPlan).

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Against Financial Allowed in terms of 13. (Pg 54, 55; Clause v) All accrued or unpaid Creditors the “Clean Slate” interest, including penal interest, fees, (Unsecured) (Un PrincipleoftheCode. commission, charges etc. in relation to the related) Unsecured Financial Debt of the Company, arising on or after commencement oftheCIRPin respect of the Company and until the Approval Date shall be: (I) written off in full and shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan; (II) be deemed to have stopped accruing on and from insolvency commencement date and the Company,andtheResolutionApplicant/ Investor shall at no point of time be, directly or indirectly, held responsible or liable-in relation thereto. Other than as specified in Schedule 4, Section 1.6 ,Sub-Sections iii and iv, any and all other duesincludingclaimsordemandsmadeby or liabilities or obligations owed or payable to (including any demand for any losses or damages, principal, interest, compound interest, penal interest, liquidated damages, notional or crystallised mark to market losses onderivatives and other charges already accrued/ accruing or in connection with any third party claims) any actual or potential Financial Creditors of the Company or any other person infavourofwhom the Company has granted any guarantee or security or in connection with any debt of the Company (including those arising out of any counter guarantees, other corporate guarantees or indemnities issued by the Company, and any transactions in derivatives), whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised,knownorunknown, disputed or undisputed, present or future, whether or not set out intheProvisionalBalance Sheet, thebalancesheetsoftheCompanyorthe profit and loss account statements of the Company or the List of Unsecured Creditors in the Information Memorandum, in relation to any period prior to the Approval Date shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by vitue of the order of the Adjudicating Authority approving this Resolution Plan and the Company, the ResolutionApplicant / Investor shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Against Allowed in terms of 14. (Pg 58, 59; Clause b) Operational Creditors' Operational the “Clean Slate” Claims or demand made by or liabilities or Creditors - Supply PrincipleoftheCode. obligations owed or payable to any operational ofGoods&Service creditors whether filed or not, whether admitted or not, whether asserted or not in relationtoany dues under Land Revenue Act, Lease Rentals Acts, Lease Deed etc and such other or similar Act relating toLand(eachasamendedfromtime totimeandincludingtherulesmadethereunder) including liabilities, duties, penalties, interest, fines, cesses, charges, stamp duty, local body tax, municipal taxes, or other fiscal incentives duties (including stamp duties), levies, royalties, assessments or additions or any other charges or payments whatsoever (including without limitation, the direct and indirect liabilities and any liabilities in relation to any consent, permission, privilege, entitlement, exemption, benefit, license or approval granted to the Company or in relation to theCompany,whether or not such consent, permission, privilege, entitlement, exemption, benefit, Iicense or approval is subsisting, lapsed or expired), whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the Provisional Balance Sheet, the balance sheets ofthe Company or the profit and loss account statements of the Company payable to Operational creditors or other local bodies, in relation to any period prior to the effective Date shall bewrittenoffinfullandshall,inaccordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company, the Resolution Applicants shall at no point of time be, directly or indirectly, held responsibleorliableinrelationthereto.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

General relief This reliefissubjectto 15. (Pg 59; Clause c) Any and all rights and sought in line with provisions of entitlements of any actual or potential person, Ghanashyam applicable laws, and whether admitted or not, due or contingent, Mishra and Sons cannot be granted by asserted or unasserted, crystallised or PvtLtdvEdelweiss thisAuthority. uncrystallised, known or unknown, disputed or Asset undisputed, present or future, in relation to any Reconstruction period prior to the Approval shall, in accordance Company Ltd (Civil with Regulation 37 of the CIRP Regulations, be Appeal No.8129of deemed to be permanently extinguished by 2019) virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company, the Resolution Applicant and Investor shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto

General relief Allowed in terms of 16. (Pg 59; Clause d) In eachoftheforegoingcases sought in line with the decision of whether admitted or not, due or contingent, Ghanashyam GhanshyamMishra asserted or unasserted, crystallised or Mishra and Sons uncrystallised, known or unknown, secured or PvtLtdvEdelweiss unsecured, disputed or undisputed, present or Asset future, whether or not set out in the Provisional Reconstruction Balance Sheet, the balance sheets of the Company Ltd (Civil Company or the profit and loss account Appeal No.8129of statements of the Company or the List of 2019) Creditors, in relation to any period prior to the approval Date or on account of the measures contemplated under this Resolution Plan will be written off in full and shall, in accordance with Regulation 37 of the CIRP Regulations. be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan and all such investigations, inquiries or show-cause, whether civil or criminal in relation to the foregoing shall bedisposedof,andtheCompany,theResolution Applicant and Investor shall at no point of time be,directlyorindirectly,heldresponsibleorliable inrelationthereto.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

General relief This reliefissubjectto 17. (Pg 59; Clause e) It is assumed that no sought in line with provisions of additional liability has accrued towards payment Ghanashyam applicable laws, and of dues to authority and other operational Mishra and Sons cannot be granted by creditors fiom the Insolvency Commencement PvtLtdvEdelweiss thisAuthority Date until the approval Date and all such Asset liabilities that have arisenduringthisperiodhave Reconstruction beer settled by the Resolution Professional in Company Ltd (Civil managing the affairs of the Company onagoing Appeal No.8129of concernbasis. 2019)

General relief Allowed in terms of 18. (Pg 59; Clause f) The payment contemplated in sought in line with the decision of this Resolution Plan shall be full and final Ghanashyam GhanshyamMishra. payment towards satisfaction of all their Claims, Mishra and Sons Debt, liabilities including contingent liabilities PvtLtdvEdelweiss against it, in each case, whether or not such Asset Claim, Debt, liabilities including contingent Reconstruction liabilities is reduced to .judgment, fixed, Company Ltd (Civil equitable, matured, un-matured, disputed, Appeal No.8129of undisputed, secured, unsecured, contingent, 2019) crystallized, admitted, rejected, under verification, recognized in the financial statements or not and including in relation to or pertaining to Tax whether or not contingent, recorded, assessed, unassessed, disputed, undisputed, whether or not in relation to or on account of assessment, reassessment, notice, proceedings, compounding, non-compliance, non-filing, non-preparation ofdocuments,reports including but not limited to pursuant to any surveys or summons. No other payments or settlement(ofanykind)willbemadetoanyother person in respect of the Claims, Debt and Iiabilities inrelationtotheperiodpriortotheDate Approval (whetherraised/demandedpriororpost the approval Date) against the CorporateDebtor and all such Claims, Debt and liabilities shall standextinguishedonapprovalDate.

Against Employees This relief cannot be 19. (Pg 61; Clause ii) If claim of Employees/ /Workmen: allowed by this workmen is further admitted than the .above Authority. The SRA is proposed amount shall be distributed amongst advised to approach Employeesproportionallyinratiooftheirclaim the respective authorityforthesame.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Against Employees This relief cannot be 20. (Pg61;Clauseiii)Anyandallclaimsordemands /Workmen: allowed by this made by, or liabilities or obligations owed or Authority. The SRA is payable to, (includinganydemandforanylosses advised to approach or damages, or interest, back wages, the respective compensation, penal interest, liquidated authorityforthesame. damages already accrued/ accruing or in connection with any claims) any present orpast, direct or indirect, permanent or temporary employee and/or workman of the Company, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, in relation to any period prior to the Approval Date will be written off in full andshall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan andtheCompany,theResolutionApplicant, and the Investor shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. Allcasestobetreatedassettled andanyamountpayableifanytowardsthesame tobetreatedaswaived.

Against Employees This relief cannot be 21. (Pg 61, 62; Clause iv) Upon approval of this /Workmen: allowed by this Resolution Plan by Adjudicating Authority and Authority. The SRA is implementation of the Resolution Plan in advised to approach accordance with theprovisionsofthisResolution the respective Plan, the employee and workmen policies of the authorityforthesame. Resolution Applicant shall be applicable to the employees and workmen of theCompanyandto the extent there is any inconsistency between the employee and workmen policies of the Resolution Applicant and the Company, the terms of the employee and workmen policies of the Resolution Applicant shall be applicable. Such change in the terms and conditions of the employee and workmen policies shall not be considered as terms less than favourable to the and no retrenchment compensation shall be payable under the Industrial Disputes Act,1947 oranyotherlaworcontract.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Against Employees This relief cannot be 22. (Pg 62; Clause v) Resolution Applicant shall be /Workmen: allowed by this at liberty to review the requirement of the Authority. The SRA is Employee and workmen. Any Employee / advised to approach workmen not required to manage the operation the respective of the corporate debtor shall be retrenched / authorityforthesame. premature retired by paying their full and final dues as per there terms of employment and applicable law. Resolution Applicant shall not be liable to pay any additional compensation, damage etc for such pre matured retirement irrespective of any provision in Companypolicy/ Appointment letter or any statute. Further Resolution Applicant shallbeatlibertytotransfer any employee from one location to another or modify or amend terms of their employment without any liability of paying compensation / damages. No Amount shall be payable towards compensation, damage, premature retirement etc to Whole Time Director, Managing Director, and Executive Director or any officer and employeeoftheCompanyduetotheirpremature vacation of office on account of implementation ofthisResolutionplan.

Against Employees This relief cannot be 23. (Pg 62; Clause vi) It is assumed that no /Workmen: allowed by this additional liability has accrued towards payment Authority. The SRA is of dues to the workmen & Employees from the advised to approach Insolvency Commencement Date until the the respective Approval Date and all such liabilities that have authorityforthesame. arisen during such period shall be settled by the Resolution Professional while managing the affairs of the Company on agoingconcernbasis and unpaid costs shall form part of the CIRP costs. If any amounts remain unpaid to any workers/ Employees during the lnsolvency Resolution Period, then such amounts shall be paid by the Resolution Applicant aspartofCIRP cost.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Against This relief cannot be 24. (Pg 62, 63; Clause i) all claims or demands Operational allowed by this made by, or liabilities or obligations owed or Creditors-Statutory Authority. The SRA is payable to or assessed by, the Governmental Dues advised to approach Authorities includingbutnotlimitedtotheCentral the respective government, the State governments, any Government regulatory or local authority or body or any authorities for the agency or instrumentality thereof, in relation to same. any taxes, including all such dues, duties, direct or indirect, penalties, fees, interest, fines, levies, cesses, assessments or additions or any other charges or payments whatsoever whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or notset outintheIM,thebalancesheetsoftheCompany or the profit and loss account statements of the Company or the List of Creditors, in relation to any period prior to the Plan Effective Date or arising on accountoftheacquisitionofcontrolby the Applicant over the Company pursuant tothis Resolution Plan, will be written off in full andwill be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Company or the Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

It is also proposed that no interest or penalty should be levied on the crystallised statutory liabilities with respect to the statutory liabilities of the Company prior to the Plan approvalDate. Against This relief cannot be 25. (Pg 63; Clause ii) Specifically, all duesunderthe Operational allowed by this provisions of ApplicableLawsrelatingtoongoing Creditors-Statutory Authority. The SRA is litigations whether admitted or not, due or Dues advised to approach contingent, whether or not set out in the IM, the the respective balance sheets of the Company or theprofitand Government loss account statements of the Company or the authorities for the list of creditors, asserted or unasserted, same. crystallized or uncrystallised,knownorunknown, secured or unsecured, disputed or undisputed, present or future,inrelationtoanyperiodpriorto the Plan Effective Date or arising on account of the acquisition of control by the Applicant over the Company pursuant to this Resolution Plan, shall stand extinguished by virtue of the orderof the NCLT approving thisResolutionPlanandthe Company shall not be liable to pay any amount against such dues.

All notices, assessments, appellate or other proceedings pending or threatened in relation totheCompany,inrelation to any period prior to the Plan approval Date or arising on accountoftheacquisitionofcontrolby the Applicant over the Company pursuant tothis Resolution Plan, shall stand terminated and withdrawn and all consequential liabilities, if any, shall stand extinguished and be considered as not payable by the Company by virtue of the IANo.416/2023, In CP(IB)No.391/Chd/PB/2018 order oftheNCLTapprovingthisResolutionPlan and any re-assessment, revision or other proceedings under the provisions of the Applicable Laws relating to taxes would be deemed to be barred in relation to any period prior to the Plan approval Date, by virtue of the order of the NCLT approving this Resolution Plan. Against This relief cannot be 26. (Pg 63, 64; Clause iii) Without prejudice all Operational allowed by this liabilities (including without limitation, for any Creditors-Statutory Authority. The SRA is penalty, interest, fines or fees) or obligations of Dues advised to approach theCompany,inrelationto;(A)anyinvestigation, the respective inquiry or showcause, whether civil or criminal; Government (B) any Non-Compliance of provisions of any authorities for the Applicable laws, rules, regulations, directions, same. notifications, circulars, guidelines, policies, licenses,approvals,consentsorpermissions;(C) change of control, transfer charges, unearned increase, compensation, or any other such liability whatsoever under any contract, agreement, lease, license, approval, consent or permission to which the Company are entitled; (D) any leasehold rights or freehold rights to movable or immovable properties in the possession of the Company (including but not limited to the leases, letter of intent or other agreements/contracts/arrangements for immovable property entered into by the Company with the Central Government and State Government); (E) any contracts, agreements or commitments made by the Company, (F) any excise, customs, service tax, VAT, Sales Tax, goods and service tax demand notices in each of the foregoing cases whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or notset outintheIM,thebalancesheetsoftheCompany or the profit and loss account statements of the Company orthelistofcreditors,inrelationtoany period prior to the Plan approval Date or arising on account of the acquisition of control by the Applicant over the Company pursuant to this Resolution Plan, will be written off in full andwill be deemed to be permanently extinguished by virtue of the order of the NCI.T approving this Resolution Plan and all such investigations, inquiries or show-cause, whether civil orcriminal in relation to the foregoing shall be disposed of, and the Company or the Applicant shall at no point of time be, directly or indirectly, held responsibleorliableinrelationthereto.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Against This relief cannot be 27. (Pg 64; Clause iv) Any and all rights and Operational allowed by this entitlements of the Governmental Authorities Creditors-Statutory Authority. The SRA is including but not limited to the Central Dues advised to approach government, the State governments any the respective regulatory or local authority or body or any Government agency or instrumentality thereof (or any other authorities for the party or entity (under any agreement, lease, same. license, approval, consent or permission) whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the Plan approval Date or arising on account of the acquisition of control by the Applicant over the Company pursuant to this Resolution Plan, shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Company or theApplicantshallatnopointof time, directly or indirectly, have {ry obligation, liabilityordutyinrelationthereto.

OtherStakeholders Allowed in terms of 28. (Pg 65; Clause i) As the liquidation value is not the provisions of the sufficient to discharge the liabilities of the Code. financial creditors and operational in full hence the RA proposes to pay an amount INR NIL for othercategoryofcreditors. Against other Allowed in terms of 29. (Pg 65, 66; Clause ii) All claims or demands to stakeholders/Adva the Regulation 37 of the extent permitted under Section -32A of the nce from the CIRP code in connection with or against the Company Customers / (Regulations) and all liabilities or obligations of the Company Creditors for (including any demand for any losses or Service /other damages or in connection with any third party liabitity / Related claimsoranyinvestigationsbyanygovernmental Parties/ bodies or authorities and subsidiary Company ) non-Related both present and future by or to any other Parties (including stakeholder (who is entitled to receive any other creditors) amounts under Section 53 of the IBC including OtherCreditors those under Section 53(l)(b) of the IBC or any other actual or potential creditor, any counter-party, any subsidiary, joint venture or associate company of the Company or a shareholder of the Company ortheholderofany other securities of the Company prior to the Approval Date ) whether under law, equity or contract, whether admitted or not, due or contingent, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or notset outintheProvisionalBalanceSheet,thebalance sheets of the Company or the profit and loss accountstatementsoftheCompanyortheListof Creditors, and all inquiries, investigations or proceedings in relation to the foregoing,whether civil or criminal, in relation to any period prior to the Approval Date will be written off in full and shall, in accordance with Regulation 37 of the CIRPRegulations,bedeemedtobepermanently

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018 extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan and all the investigations, inquiries or show-cause, whether civil or criminal in relation to the foregoing shall be disposed of and the Company the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto to the extentpermittedunderSection32Aofthecode. General relief Allowed in terms of 30. (Pg 66; Clause iii) All liabilities, claims, sought in line with the decision of obligations or rights in relation to any letters of Ghanashyam GhanshyamMishra. credit,lettersofundertaking,guarantees,counter Mishra and Sons guarantees, corporate guarantees, bank PvtLtdvEdelweiss guarantees, performance guarantees or other Asset contingent or future claims, liabilities and/or Reconstruction commitments of any nature whatsoever, Company Ltd (Civil including without limitation, those specifically set Appeal No.8129of out in Information Memorandum)issued by,oron 2019) behalf of, or at the behest of, the Company, or incurred or undertaken by the Company (as the case may be), in relation to any period prior to the Approval Date whether asserted or unasserted, whether admitted or not,crystallised or uncrystallised, known or unknown, securedor unsecured, disputed or undisputed, whether or not set out in the Provisional Balance Sheet,the balance sheets of the Company or theprofitand loss account statements of the Company or List of Creditors, will be written off infullandshall,in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished, by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company, the ResolutionApplicant and the lnvestors shall at no point of time be, directly or indirectly, held responsible or liable in relationthereto.

Beneficiary of any Allowed in terms of 31. (Pg 66; Clause iv) It is clarified that the guarantees issued the decision of beneficiaryofanyguaranteesissuedonbehalfof on behalf of the GhanshyamMishra. the Company and the guarantor thereof will do Company all acts and execute all agreements/documents as may be necessary to give effect to the extinguishment of the subrogation rights of such guarantor of the Company and Company / Resolution Applicant (s) shallnotbeliabletopay anyamountundersuchguarantees. FromROC Allowed in terms of 32. (Pg 67; Clause i) Pursuant to the transfer of the theprovisionsofIBC. existing Capital toResolutionApplicantasonthe Effective) ate and inaccordancewithSchedule3 of this Resolution Plan, existing issued equity share capital will stand transferred to Resolution ApplicantonaconsiderationofRsNil.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

General relief Allowed in terms of 33. (Pg 67; Clause ii) All present and future, claims, sought in line with the decision of dues, liabilities, amounts, arrears, dividends or Ghanashyam GhanshyamMishra. obligations owed or payable by the Company Mishra and Sons virtue of shareholding to any person who holds PvtLtdvEdelweiss securities of the Company prior to the Approval Asset Date, whether admitted or not, due or Reconstruction contingent, asserted or unasserted, crystallised Company Ltd (Civil or uncrystallised, known or unknown, securedor Appeal No.8129of unsecured, disputed or undisputed, whether or 2019) not set out in the Provisional Balance Sheet,the balance sheets of the Company or theprofitand loss account statements of the Company or the list of Creditors, shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be transfer to Resolution Applicantin full and be permanently transferred by virtue of the order of the Adjudicating Authorityapproving this Resolution plan and the Company, the Resolution Applicant and Investor shall at no point of time be, directly or indirectly, held responsibleorliableinrelationthereto.

General relief Allowed in terms of 34. (Pg 67; Clause iii) Upon effective date the rights sought in line with the decision of of any Person(whetherexercisablenoworinthe Ghanashyam GhanshyamMishra. future), either directly or indirectly, and whether Mishra and Sons contingent or not, to call for the allotment,issue, PvtLtdvEdelweiss sale or transfer of shares of the Company or Asset whether through any exchange or otherwise, Reconstruction shall stand unconditionally and irrevocably Company Ltd (Civil transferred to ResolutionApplicant.Allemployee Appeal No.8129of stock options and sweat equity shares, whether 2019) granted, vested or otherwise, shall stand irrevocably and unconditionally transferred to Resolution Applicant without further deed or action and for no consideration other than as mentionintheresolutionplan. General relief Allowed in terms of 35. (Pg 67, 68; Clause iv) No person who holdsany sought in line with the decision of shares (whether equity, preference or any Ghanashyam GhanshyamMishra. instrument convertible into equity shares) of the Mishra and Sons Company (including the Existing Preference PvtLtdvEdelweiss Shareholders) till (and including) the Approval Asset Date shall have any rights relating to such Reconstruction shares (including voting rights in relation to the Company Ltd (Civil affairsoftheCompanyoranypre-emptionrights) Appeal No.8129of which rights shallbedeemedtobetransferredto 2019) Resolution Applicant by virtue of approval ofthis Resolution Plan by theAdjudicatingAuthority.on and from the ApprovalDate,therightsrelatingto all shares (where equity, preference or any instrument convertible into equity shares) of the Company shall transferred to Resolution Applicant without any further deed, action or thing to be done, which rights shall be exercisable in accordance withthetermsofsuch shares (where equity, preference or any instrument convertible into equity shares) and applicablelaw.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

General relief Allowed in terms of 36. (Pg 68; Clause v) Upon approval thisResolution sought in line with the decision of Plan by Adjudicating Authority, any agreement Ghanashyam GhanshyamMishra. executed between the Company and its Mishra and Sons shareholders shall stand transferred to PvtLtdvEdelweiss Resolution Applicantwithoutanyfurtheractionor Asset deed and all liabilities and obligations of the Reconstruction Company under such agreements executed Company Ltd (Civil between the Company and its shareholders and Appeal No.8129of their respective successors assigns, transferees 2019) shall stand transferred to Resolution Applicant for consideration as mention in the Resolution plan. General relief Allowed in terms of 37. (Pg 68; Clause vi) All presentandfuture,claims, sought in line with the decision of dues, liabilities, amounts, arrears, dividends or Ghanashyam GhanshyamMishra. obligations owed or payable by the Company to Mishra and Sons the Existing Promoters or any subsidiary, PvtLtdvEdelweiss associate company, related party, joint ventures, Asset affiliate of the Company or any such entity or Reconstruction person controlled by the Existing Promoters (or Company Ltd (Civil any Creditors or Financial Creditors of such Appeal No.8129of persons) or anyholderofanysecurities(whether 2019) convertible into equity shares or not) of the Company prior to the Approval Date whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, whether or not set out in the Provisional BalanceSheet,thebalancesheetsof the Company or the profit and loss account statements of the Company or the List of Creditors, shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be transferred to Resolution Applicant in full and be permanently transferred by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company (including its subsidiaries, associates, joint ventures or affiliates), the Resolution Applicants, shall at no point of time be, directly or indirectly, held responsibleorliableinrelationthereto.

In respect of Allowed in terms of 38. (Pg 77; Clause i) Upon approval of this Access to Assets theprovisionsofIBC. Resolution Plan by Adjudicating Authority, each oftheCD of the lessors/owners of the assets where the company conducts its business shall provide unrestricted access to the Resolution Applicant, the company, and each of their respective representatives, employees' officers and agents to suchlocationswithoutholdinganyassetofthe Companylocatedatsuchpremisesforransom. General relief Allowed in terms of 39. (Pg 77; Clause ii) Upon approval of this sought in line with the decision of Resolution plan by Adjudicating Authority, all Ghanashyam GhanshyamMishra. actions stated in this Resolution plan shall be Mishra and Sons deemed to be approved. Accordingly, any action PvtLtdvEdelweiss or implementation of this Resolution plan shall Asset notbeagroundforterminationofanyclearances Reconstruction or the like that hasbeengrantedtothecompany Company Ltd (Civil

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Appeal No.8129of or for which the company has made an 2019) applicationforrenewalorgrant. Registrar of Allowed subject to the 40. (Pg 77; Clause iii) The Memorandum of Companies in line relevant provisions of Association of the CD shall stand revised. The with explanation to the Companies Act, amendment to the Memorandum of Association, Section 30 (2)(f) 2013. including the revisions to the capital clause and MCA circular therein, shall be pursuant to the order of the IBC/01/2017 dated NCLT and shall not require any additional 25.10.2017 approvalfromtheshareholdersorotherwise. The Resolution Applicants may cause amendments to the Articles of Associationofthe CD, if required once the authorizedpersonswho will be part ofmanagingandoperatingtheaffairs oftheCDareidentified. General relief from As per the provisions 41. (Pg 78; Clause iv) The Resolution Applicant has licensee and of Section 31(4) of also considered that by virtue of the order ofthe specific relief from IBC, the Resolution Adjudicating Authority approving this Resolution MCA and Income Applicant shall obtain plan and since the Resolution Applicant, would TaxAuthority necessary approval acquire the company on a going concern basis, required under any all consents, licenses, approvals, rights, law for the time being entitlements, benefits and privileges under any imposed within the law, contract, leaseorlicense,grantedinfavorof period of 01yearfrom the company or to which the companyisentitled the approval of or accustomed to, which might have already Resolution Plan by lapsed or expired due to any non-compliance or this Authority orwithin efflux of time and wherever needtobereapplied such period as and obtained by Resolution Applicant, in that provided for being event Resolution Applicant shall be allowed a such law,whicheveris period of 12 months from the Approval Date to later. comply with thesaidstatutoryobligationswithout In case any adverse suffering any adverse implicationsi.e.stoppages implication is drawn, of construction work, any revocation of licenses the SRAisatlibertyto orlevyofpenalties,interest,etc. approach the Similarly, the Resolution Applicant shall be concerned authority, allowed a period of 12 monthsfromtheapproval who will consider the date to comply pending compliances under the relief in the spirit of Companies Act 2013, Income Tax Act, GST Act, IBC,2016. and other applicable laws & regulations without suffering any adverse implications i.e. levy of penalties, interest, etc. disallowance of carry forward losses, input credit or any other such benefits, entitlement or privileges which it would have entitled, hadtherebeennodelay/lapseon thepartofcorporatedebtor.

General relief The applicant is 42. (Pg 78; Clause v-1) It is proposed that, a, cases sought in line with allowed the relief as under litigation whether final or not, crystallized Ghanashyam specified under or uncrystallized shall stand revoked and Mishra and Sons Section 31(4) of IBC, extinguished with effect from the Approval Date, PvtLtdvEdelweiss 2016. andnoclaimsofwhatsoevernatureshallsubsist. Asset Further proposed that following the Approval Reconstruction Date' any allegations in relation to the Company Ltd (Civil non-compliance with the termsofanycontractor Appeal No.8129of clearances obtainedbytheCompany,therelated 2019) read with litigations will be treated aswithdrawnonandfor Section32A the effective date and that no coercive action be taken against the company to the extent

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018 permittedunders.32AoftheCode.Itiscurrently expected that a period of 12 months from the Approval Date will be required fortheResolution Applicant to cause the company to remedy such underlyingbreaches(iffoundtobetrue)' General relief This relief will be 43. (Pg 79; Clause v-2) All litigations, prosecutions, sought in line with subject to therelevant legal proceedings, suits, claims (includingclaims Ghanashyam provisions of relevant for damages), notices. show cause notices, Mishra and Sons law read with the demand notices,actionsincludingpassingofany PvtLtdvEdelweiss provisions of IBC, Decree, Award or Orders, arbitration by any Asset 2016. administrative, judicial quasi-judicial, regulatory, Reconstruction government, or any enforcement agencies, Company Ltd (Civil pending or threatened against the company or Appeal No.8129of whose outcome adversely affects the company 2019) (including but not limited to the proceedings set off in the RFRP) against prior to or after the Effective Date, other than the rights of the Financial Creditors to proceed against the guarantees issued for the loans to the company, in the mannersetoutinthisresolutionplan,shall be deemed to have been withdraw or dismissed and will be deemed to have been barred with effectfromtheApprovalDate.

General relief is This relief will be 44. (Pg 79; Clause v-3) On Approval Date all sought in line with subject to therelevant liabilities, obligations,demands,actionsincluding Ghanashyam provisions of relevant any Decree, Award or Order(s) or penalties Mishra and Sons law read with the made or imposed in relation to anyproceedings, PvtLtdvEdelweiss provisions of IBC, whether or not claimed, whether or not filed, Asset 2016. whether or not assessed, whether or not Reconstruction crystalized, whether or not accrued, whether or Company Ltd (Civil not admitted, whether or notnotional,whetheror Appeal No.8129of not known, whether due or contingent, whether 2019) or not disputed, present or future,whetherornot beingadjudicatedinanyproceedings,whetheror not decreed, whether or not reflected in any record, document, statement, statutory or otherwise, arising prior to or after the Approval Date and pertaining to a period prior to the ApprovalDate,inrelationtothecorporatedebtor' shall be deemed to have been irrecoverably waived and permanently extinguished and written off in full and settled at NIL value with effect from theApprovalDatebyvirtueoffulland settled at nil value with effect tiom the Approval Date by virtue of the order of Hon'ble NCLT approving this Resolution plan.

No fresh proceedings shall be instituted against the corporate debtor andnonoticeshallbeissuedor claim or demand or investigation shall be made against the Corporate Debtor or interest,penalty fine or liability imposed by any governmental authority or any person whether under any applicable law or contract or otherwise arising out of any act or omission relating to a period priortotheApprovalDate.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

General relief This relief will be 45. (Pg 79, 80; Clause v-4) No proceedings shall lie sought in line with subject to therelevant against the corporate Debtor or the Resolution Ghanashyam provisions of relevant Applicant for any claim, obligations, liability; Mishra and Sons law read with the damage, or due relating to theperiodpriortothe PvtLtdvEdelweiss provisions of IBC, Approval Date. It is clarified that the existing Asset 2016. promoters and existing shareholders, managers, Reconstruction directors, officers, employees, workmen,orother Company Ltd (Civil personal of the company shall continue to be Appeal No.8129of liable for all the claims, demand, obligations, 2019) read with Penalties etc. arising out of any (i) proceedings Section 32 A of inquires, investigations, order, show causes, IBC,2016 notices, suits, litigations etc. (including those arising out of any orders passed by the Hon'ble NCLT pursuant to Sections 43,45,49,50,66,68;70,71,72.73,74 of the Code), whether civil or criminal, pending before any authority, court, tribunal, or any other forumprior to the Approval Date or (II) that may arise outof any proceedings, enquires, investigations, orders, show cause notices, suites litigation etc.(including any orders that may be passed by the Hon'ble NCLT pursuant to sections 43,45,4g,50,66,68,70,71, 72,73, 74oftheCode), whether civil or criminal, that may be initiated or instituted post the approval oftheresolutionplan by the Hon'ble NCLT on account of any transactions entered into or decisions or actions taken by, such existing promoters and existing shareholders, managers, directors, officers, employees, workmen, or other personnel of the Corporate Debtor, and the Corporate Debtor or the Resolution Applicant shall at no pointoftime be,directlyorindirectly,heldresponsibleorliable in relation thereto to theextentpermittedUs32A oftheCode.

General relief This relief will be 46. (Pg 80; Clause v-6) The Resolution sought in line with subject to therelevant Applicant/Corporate Debtor shall notbeliablefor Ghanashyam provisions of relevant any payments against any contingent liability Mishra and Sons law read with the whether mentioned in the Information PvtLtdvEdelweiss provisions of IBC, Memorandum or not included in the lnformation Asset 2016. Memorandum but not limited to liabilities on Reconstruction account of bank guarantees or other Company Ltd (Civil commitments given to or as a financial Appeal No.8129of consequence of a legal proceeding, whether 2019) read with already determined, ongoing or yet to be Section32A instituted against, in so far as the cause of such legal proceedings related to a date prior to the Approval Date-customers or any other entity, Income Tax, Sales Tax, VAT, Excise Duty, Custom Duty and any other duty, Tax, Cess, levies etc. due to Centre, State, or Local Bodies other than as proposed in this Resolution Plan. shall be deemed to be settled and extinguished vide payment of a NIL amount, as part of the termsofthisResolutionPlan.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

General Relief for Allowed in terms of 47. (Pg 81; Clause v-7) Nothing in this Resolution recovery from the provisions of the Plan shall affect the rights of the Corporate Debtors IBC,2016. Debtor to recover any amounts due to the Corporate Debtor from any third party including any Related Parties of the CorporateDebtorand there shall be no set off of any such amounts recoverable by theCorporateDebtoragainstany amount paid by the Corporate Debtor or any liability discharged, satisfied or extinguished pursuanttothisResolutionPlan. Statutory tax The SRA is at liberty 48. (Pg 81; Clause v-8) Waiver of dues under Authorities to approach the Demand notice if any issued or to issue for the relevant authoritiesfor period up to the approval date including penalty necessaryrelief. and interest by Assessing Authority under VAT, CST, GST, Entry Tax, Income Tax, Wealth Tax, andotherstatutoryLawandRegulation. Statutory tax The SRA is at liberty 49. (Pg 81; Clause v-9) It is proposed that Authorities-GST to approach the Resolution Applicant will be allowed to avail relevant authoritiesfor unused / balance input credit / take refund, necessaryrelief. available as on NCLT approval date to the company irrespective of any procedure delay I lapse / nonfillingofanyapplication/returnetcby erstwhilemanagement.

Resolution Applicant will be allowed a period of 12 month from approval date to comply pending procedure / requirement, return/ application documents necessary to avail such input credit/ refund as per applicable procedure, Rules and regulationundertheGST/VATAct. General relief from Allowed in terms of 50. (Pg 81; Clause v-10) Alldomainnames,servers, licensor the provisions of the being currently used by the Company to the IBC,2016. extent not owned shall continue to be available for use by the Company foraperiodof3months fromtheApprovalDate. Land Authorities Allowed subject to the 51. (Pg 81; Clause v-11) There shall be no adverse andChargeholder provisions of relevant effect on the rights of the Company over its law. immoveableproperties. General relief Allowed in terms of 52. (Pg 81; Clause v-12) Any right of subrogation, sought in line with the decision of reimbursement, recompense, under any Ghanashyam GhanshyamMishra. corporate guarantee, letters of comfort or similar Mishra and Sons instruments of debt oranyobligationprovidedby PvtLtdvEdelweiss any promoter, affiliate or Related Party of the Asset Company shall stand extinguished and become Reconstruction nullandvoidasoftheApprovalDate.

Company Ltd (Civil Appeal No.8129of 2019) read with Section32A General relief Allowed in terms of 53. (Pg81;Clausev-13)Eachofthedirectorswhose sought in line with the decision of offices are being vacated pursuant to the Ghanashyam GhanshyamMishra provisions of the Resolution Plan, the Related Mishra and Sons Parties whose Contracts are being terminated PvtLtdvEdelweiss pursuant to this Resolution Plan shall have no Asset claim against the Company either in law or tort Reconstruction

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

Company Ltd (Civil including on account of any loss of office, profit Appeal No.8129of orrepute. 2019) read with Section32A Stamp Duty The SRA is directed 54. (Pg 82; Clause v-14)Anystampdutyliabilitiesor Authorities to the Stamp Duty Tax liability arising pursuant to the transactions Authority, who will contemplated under this resolution plan shall be consider this relief in exemptedorwaivedoff.Asperinformationmade the spirit of provisions available in IM and otherwise asondatethereis oftheIBC,2016. no outstanding liability of stamp duty etc, however, in case any authority demand any stamp duty or any tax liability which relates to period prior to insolvency commencement date, the same shall stand extinguished and waived off. General relief Allowed subject to the 55. (Pg 82; Clause v-15) As per the information sought in line with provisions of relevant made available CD have not given any assets/ Ghanashyam law read with the property on lease. However subsequent to our Mishra and Sons provisions of the IBC, takeover, if any contractisfoundrelatingthereto, PvtLtdvEdelweiss 2016. the same shall stand terminated at option of Asset Resolution Applicant. All Lease Deed / Rent Reconstruction Agreement if any executed by Corporate Debtor Company Ltd (Civil shall remain in existence and all premises in Appeal No.8129of possession of corporate debtor whether Rent 2019) read with Agreement, lease deed executed ornot,shallbe Section32A continuing as per existing terms and conditions. However, Resolution Applicant shall be at liberty to review such agreement (s) as it deems appropriate and shall be entitled to vacate such premises if so desired without any compensation, damages, and other changes, rent for unexpired period of lease / premature vacation of premises. Existing lessor shall not restrict access to Resolution applicant to such premises and continue to fulfil their obligationby paying municipal and other applicable taxes and carry out repairandmaintenanceasstipulatedin respectiveAgreement.

46. On a perusal of the reliefs etc., sought above, it is seen that the same are claimed under the general reliefs as per the provisions of IBC, under the ratios of various judicial pronouncements. Some of the reliefs sought comes within the jurisdiction of Government Authorities/Departments. As regards the aforementioned claims under the IBC, it is clarified that this Adjudicating Authority has powers to decide the reliefs claimed which are directly relatable to the Resolution Process and not over those pertaining to extraneous issues. Regarding the reliefs/waivers pertaining to the domain of various Departments/Governmental Authorities, it is IANo.416/2023, In CP(IB)No.391/Chd/PB/2018 further clarified that this Adjudicating Authority has no power to sanction these waivers, etc., and the Successful Resolution Applicants are at liberty to approach the competent authorities/courts/legal forums/office(s) Government or Semi-Government/State or Central Government for appropriate relief(s) sought in the plan. Approval of the Resolution Plan does not mean automatic waivers. 47. It is directed that any relief sought in the resolution plan, where the contract/agreement/understanding/proceedings/actions/notice etc., is not specifically identified or is for future and contingent liability, is at this moment not acceded to. 48. For the implementation of the plan following names have been proposed as the members of the Monitoring Committee -

Name(s) of the proposed member(s) of Brief description of the Proposed member(s) of implementation and monitoring the I&M committee committee 3 (Three) 1. RP to be chairman 2. AGM, Zonal SASTRA, Ludhiana- Representative of the CoC 3. Sh Vivek Raheja, Authorized person of the SRA

49. After hearing the submissions made by the learned counsel for the Resolution Professional and perusing the records, we find that the Resolution Plan alongwith the addendum dated 27.01.2023, has been approved on the terms both financial and others as detailed therein. 50. As per the CoC, the Resolution Plan meets the requirement of being viable and feasible for the revival of the Corporate Debtor. By and large, all the compliances have been done by the RP and the Resolution Applicant for making the plan effective after approval by this Bench.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

51. We have perused the contents of the Addendum dated 27.01.2023, which are mainly clarificatory in nature. The same are, however, subject to the provisions of the relevant law, and also the provisions of IBC, 2016. 52. On a perusal of the documents on record, we are satisfied that the Resolution Plan along with the Addendum dated 27.01.2023, thereto, are in accordance with Sections 30 and 31 of the Code and comply with Regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. 53. Therefore, subject to the observations made in this order, we hereby accord our approval to the Resolution Plan along with the Addendum dated 27.01.2023. 54. It is further directed that the Resolution Applicant, upon taking control of the corporate debtor, shall ensure compliance under all applicable laws for the time being in force. As far as the question of granting time to comply with the statutory obligations or seeking sanctions from governmental authorities is concerned, the Resolution Applicant is directed to do the same within one year as prescribed under Section 31(4) of the Code.

54.1. The Resolution Plan as approved shall be binding on the corporate debtor and its employees, members, and creditors, including the Central Government, State Government, or Local Authority, to whom a debt in respect of the payment of dues arising under any law for the time being in force such as authorities to whom statutory dues are owned, guarantors and other stakeholders involved in the resolution plan. 54.2. The Moratorium imposed under Section 14 shall cease to have effect from the date of this order.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

54.3. The Resolution Professional shall stand discharged from his duties with effect from the date of this order. However, he shall perform his duties in terms of the Resolution Plan as approved by this Adjudicating Authority. 54.4. The Resolution Professional is further directed to hand over all records and properties to the Resolution Applicant and shall finalize the further line of action required for starting the operation. The Resolution Applicant shall have access to all the records and premises of the corporate debtor through the Resolution Professional to finalize the further line of action required for starting the operation. 54.5. In case of non-compliance with this order or withdrawal of the Resolution Plan, the performance security amount already paid by the Resolution Applicant shall be liable to be forfeited, in addition to such further action as may be permitted under the law. 54.6. Liberty is hereby granted for moving any application if required in connection with the implementation of this Resolution Plan.

55. The Resolution Professional shall forward all records relating to the conduct of the CIRP and the resolution plan to the Board to be recorded on its database. 56. The Resolution Professional shall file a copy of this order with the concerned Registrar of Companies, inter alia, for updating the status of the corporate debtor. 57. Additionally, the Registry shall send a copy of this order to the concerned Registrar of Companies. 58. The Resolution Plan is approved alongwith the Addendum dated 27.01.2023 with above-mentioned some observations and thus, application bearing IA No. 416 of 2023 in the main Company Petition, i.e., CP (IB) No. 391/Chd/PB/2018, stands allowed and disposed of accordingly.

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018

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

Sd/- Sd/- (Subrata Kumar Dash) (Harnam Singh Thakur) Member (Technical) Member (Judicial) January 8, 2024 TBG/RHD

IANo.416/2023, In CP(IB)No.391/Chd/PB/2018