Approval of Resolution Plan - Vin Semiconductors Private Limited

Appearance through VC/Physical/Hybrid Mode: For the Applicant in IA(PLAN)/88/2025: - Adv. Mily Ghoshal (VC) For the Respondent: - ORDER IA(PLAN)/88/2025: - The above IA(PLAN)/88/2025 is listed for pronouncement of the order. The same is pronounced in the open court, vide a separate order.

Sd/- Sd/- ASHISH KALIA CHARANJEET SINGH GULATI Member (Judicial) Member (Technical) //Anmol//

NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, V

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CA Prashant Jain Resolution Professional of Vin Semiconductors Private Limited Regd. Office: A 501, Shanti Heights, Plot No. 2,3,9B/10, Sector 11, Koparkharine, Thane, Navi Mumbai- 400709 … Resolution Professional

In the Matter Of Axis Bank Limited … Financial Creditor Versus Vin Semiconductors Private Limited … Corporate Debtor

Order Delivered on: 08.06.2026

Coram: Sh. Ashish Kalia Sh. Charanjeet Singh Gulati Member (Judicial) Member (Technical)

Appearance through VC/Physical/Hybrid Mode: For the Applicant : - Adv. Mily Ghoshal (VC)

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ORDER I.A. (PLAN) NO. 88 OF 2025 1. The present Interlocutory Application has been filed on 05.01.2025 (refilled on 06.08.2025) by CA Prashant Jain (hereinafter referred to as “erstwhile Resolution Professional”) of M/s. Vin Semiconductors Private Limited (“Corporate Debtor”) under Section 30 read with Section 39 of the Insolvency and Bankruptcy Code, 2016 (“the Code”) read with Regulation 38 and 39 of the Insolvency and Bankruptcy Board of India (Resolution Process for Corporate Person) Regulation, 2016 (“CIRP Regulation”) with following prayers: i. To allow the present application ii. To approve the Resolution Plan as submitted by Sunsai Media Developers Private Limited in the matter of Vin Semiconductors Private Limited and approved by the Committee of Creditors through e-voting post the 14th CoC Meeting dated 17th September; 2024, adjourned to and reconvened on 20th September 2024 and 23rd September 2024 with a majority of 99.43% as in accordance with Section 30(6) of the Code. iii. To appoint the Monitoring Committee as per the Resolution Plan for its effective implementation. iv. To grant any other relief as may be deemed fit in the interest of justice.

Brief Facts as per the Application 2. The Corporate Insolvency Resolution Process (‘CIRP’) of Vin Semiconductors Private Limited (‘Corporate Debtor’) was initiated vide order dated 10.11.2023 under Section 7 of the Code (‘said order’). Pursuant to the said order, the Resolution Professional was appointed as the Interim

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Resolution Professional (“IRP”) of the Corporate Debtor. Pursuant thereto, a Public Announcement in Form A was issued on 13.11.2023, in two newspapers namely Financial Express (All India, English) and Navakal (Mumbai Edition, Marathi), inviting claims from all the creditors on or before 24.11.2023.

3. The suspended board of director of the Corporate Debtor filed an appeal challenging the Admission Order dated 10.11.2023 before the Hon’ble NCLAT vide- Company Appeal (AT) (Insolvency) No.1533 of 2023. Hon’ble NCLAT vide interim order dated 29.11.2023, directed the Resolution Professional to refrain from constituting Committee of Creditors (“CoC”). Further, upon listing of the said appeal on 13.12.2023, the Suspended Directors withdrew the said appeal. The Interim order dated 29.11.2023 was also vacated. 4. Pursuant thereto, the Resolution Professional constituted the CoC on 14.12.2023. The list of CoC members, along with their respective claims, admitted claims and voting shares, is set out below: (Amount in Rs.) % Voting Class of Name of Amount Amount Sr. No. Share in Creditor Creditor Received Admitted CoC 1. Secured Central Bank 14,00,70,773 49.60% Financial of India 14,00,70,773 Creditor Axis Bank 14,06,86,851.79 14,06,86,851.79 49.82% Limited 2. Unsecured Moneywise Financial Financials 16,19,575 16,19,575 0.57% Creditor Services Pvt. Ltd 5. It is submitted that in the 1st CoC meeting held on 21.12.2023, it was resolved to appoint Mr. Prashant Jain (IBBI Registration No. IBBI/IPA- 001/IIP-P01368/2018-2019/12131) as the Resolution Professional (“RP”)

I.A. (PLAN) NO. 88 OF 2025 IN CP (IB) NO. 299 OF 2023 of the Corporate Debtor. Subsequently, vide Interim Order dated 06.04.2026 passed in IA No. 1330 of 2026, this Tribunal approved the replacement of the RP and appointed Solvenza Advisory LLP, an Insolvency Professional Entity bearing Registration No. IBBI/IPE-0144/IPA-1/2022-23/50008, as the Resolution Professional of the Corporate Debtor, acting through its authorised signatory, Mr. Prasant Jain (hereinafter referred to as “the Applicant”).

6. Further, in the said meeting the CoC members approved the appointment of the registered valuers. Pursuant thereto, on 11.01.2024, the following valuers were appointed: Sr. No. Name of Valuers Class of Assets 1. Anil Kakode Plant and Machinery 2. Prabakaran & Land and Building & Plant Associates and Machinery 3. Ronak Prajapati Land and Building 4. Jay Shah Securities and Financial Asset 5. Shyamsundar Securities and Financial Asset Premanand Das Valuation of the Corporate Debtor: 7. The appointed valuers have submitted their Valuation Reports, annexed as Annexure – ‘M- Colly’. The summary of valuation by the registered valuers, as submitted is reproduced below: (Amount in Rs.) Name of Fair Value Liquidation Value Valuers Land and Plant and Securities Land and Plant and Securities Building Machiner and Building Machinery and y Financial Financial Asset Asset Anil - 23,00,000 - - 16,00,000 - Kakode

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Prabakaran 5,25,00,000 21,75,000 - 4,20,00,000 17,40,000 - & Associates Ronak 5,85,00,000 - - 4,38,75,000 - - Prajapati Jay Shah - - 67,61,990. - - 39,10,964 35 Shyamsund - - 67,61,990 - - 45,58,294 ar Premanand Das Total 11,10,00,000 44,75,000 1,35,20,98 8,58,75,000 33,40,000 84,69,258 0.35 Average 5,55,00,000 22,37,500 67,61,990. - - - Fair Value 175 Average - - - 4,29,37,500 16,70,000 42,34,629 Liquidatio n Value 8. In the 2nd CoC meeting held on 09.01.2024, it was resolved to publish Form G for purpose of inviting Expression of Interest (‘EoI’). Thereby, the Applicant published Form G in Financial Express (All India, English) and Navakal (Mumbai Edition, Marathi) on 24.01.2024 where the last date of submission was set on 08.02.2024. Pursuant to the 3rd CoC meeting on 05.02.2024, the applicant published another Form G on 08.02.2024 in the aforementioned newspaper for intimation of extension of last date for submission of EoI, wherein the last date was extended till 23.02.2024.

9. It is submitted that the Resolution Professional had received 10 (Ten) EoI for the Resolution of the Corporate Debtor. The Provisional list of Prospective Resolution Applicants (‘PRAs’) was published on 02.03.2024, followed by the Final List of PRAs on 16.03.2024. The final list of PRAs is as follows: Sr. No. Name of PRAs 1. Abhishek Tibrewala

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2. Bajaj Electricals Limited 3. Madhusudan Services Pvt Ltd. 4. Nakshatra Asset Ventures Ltd. 5. Navneet Garg. 6. Resurgent Property Ventures Pvt Ltd 7. Subhash Pawar (Suspended director of Corporate Debtor). 8. Sunsai Media Developers Pvt Ltd.

10. It is submitted that the last date for submission of Resolution Plans was initially fixed as 17.04.2024 and was subsequently extended to 03.06.2024. Pursuant thereto, the Resolution Professional received four Resolution Plans from the following PRAs: i. Nakshatra Asset Ventures Ltd ii. Sunsai Media Developers Pvt Ltd iii. Abhishek Tibrewala iv. Subhash Pawar

11. In the 6th CoC Meeting held on 04.06.2024, the Resolution Plans were opened in the presence of the PRAs. Thereafter, in the 7th CoC Meeting held on 24.06.2024, the CoC granted an opportunity to all PRAs to enhance their financial proposals and submit revised Resolution Plans by 02.07.2024. Pursuant thereto, revised Resolution Plans were received only from Sunsai Media Developers Private Limited and Mr. Abhishek Tibrewala. Mr. Shubhash Pawar submitted only a revised financial offer, while Nakshatra Asset Ventures Private Limited did not submit a revised Resolution Plan.

12. Further, in the 10th CoC Meeting held on 09.08.2024, the Resolution Applicants were given another opportunity to enhance their financial proposals and submit compliant Resolution Plans by 12.08.2024. In the 11th CoC Meeting held on 14.08.2024, revised Resolution Plans were received

I.A. (PLAN) NO. 88 OF 2025 IN CP (IB) NO. 299 OF 2023 only from Sunsai Media Developers Private Limited and Nakshatra Asset Ventures Private Limited, the latter without any enhancement in its financial proposal. Upon the request of Mr. Shubhash Pawar, the timeline for submission of a revised Resolution Plan was extended from time to time, with the final extension granted up to 05.09.2024. 13. It is submitted that, in the 14th CoC Meeting held on 17.09.2024 (adjourned to 20.09.2024 and 23.09.2024), the Resolution Plans were discussed and deliberated upon by the RP, CoC members, and the PRAs. During the deliberations, the CoC raised certain queries regarding the Resolution Plan submitted by Sunsai Media Developers Private Limited. Pursuant to the CoC's directions, the RP sought clarifications from the Resolution Applicant and obtained a revised Resolution Plan dated 09.10.2024.

14. Subsequently, voting on the Resolution Plans commenced on 14.10.2024 and concluded on 21.12.2024. Upon completion of the voting process, the CoC approved the Resolution Plan, along with the addendum submitted by M/s. Sunsai Media Developers Private Limited, with a voting share of 99.43%. The relevant extract of the resolution passed by the CoC, along with the voting results, is reproduced below for ease of reference: “RESOLVE THAT the Resolution Plan submitted by Sunsai Media Developers Pvt Ltd in the matter of Vin Semiconductors Private Limited be and is hereby approved by the members of COC” “FURTHER RESOLVED THAT the Resolution Professional is directed to file an application under section 30(6) of IBC read with Regulation 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for corporate persons) Regulations 2016 for the approval of the resolution plan to the Hon'ble NCLT, Mumbai.” The Resolution was approved with 99.42% Majority

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15. The matter had come up for consideration on 16.02.2026, where the following order was passed: “IA(PLAN)/88/2025: The matter has come up for our consideration on 13.01.2026. Having noted the facts and on the request of the Counsel for the RP, time as sought of 30 days was granted and the matter was fixed for further consideration today. In the meanwhile, against the order passed by the Revenue Authorities a Writ petition was filed before the Hon'ble Bombay High Court. The Hon'ble Bombay High Court in their order dated 19.01.2026 in Writ Petition No. 752/2026 have at para 4 passed the following order.: - "4. The impugned order dated 15.10.2025. in RTS No. 2722 appended at Exhibit-A, page no. 29 stands stayed." Subsequent to the said order of the Hon'ble Bombay High Court, the meeting of the CoC was conducted on 04.02.2026, wherein the members of the CoC deliberated on the matter and accordingly have passed a resolution that the facts shall be brought to the knowledge of the Adjudicating Authority and regarding the implementation of the Resolution Plan as agreed by the Resolution Applicant. However, to a question that the matter being still to be adjudicated by the Competent Authority and to seek express consent and the unconditionality of the Resolution Plan irrespective of the outcome in respect of the order passed by the Revenue Authorities, learned counsel for the Applicant undertakes to file an affidavit obtained from the Resolution Applicant in this regard and place it on record within 10 days' time. Let the same be done. List this IA accordingly, for further consideration on 06.03.2026.” 16. In compliance of the undertaking noted in the above order, the Resolution Professional has filed an Additional Affidavit dated 18.03.2026, placing on record the Affidavit of the Resolution Applicant dated 17.03.2026, whereby

I.A. (PLAN) NO. 88 OF 2025 IN CP (IB) NO. 299 OF 2023 the Resolution Applicant has confirmed its consent and the unconditional nature of the Resolution Plan, irrespective of the outcome of the proceedings pending before the Hon’ble Bombay High Court concerning the order passed by the Revenue Authorities.

17. Moreover, when the matter came up for consideration on 28.04.2026, the Tribunal has passed the following order: “IA(PLAN)/88/2025: Pursuant to order dated 16.02.2026, the Resolution Professional has filed an affidavit dated 18.03.2026 and the affidavit of the SRA dated 17.03.2026 to the effect that the plan is unconditional and absolute plan, irrespective of the outcome of the proceedings before the Hon’ble High Court. Heard, learned Counsel for the Applicant at some length. It is observed from the submissions made by learned Counsel for the Applicant that the property of the Corporate Debtor was under attachment by the Land Revenue Authorities which is under challenge before the Hon’ble High Court. A pointed query was put to the Applicant whether the claims of the Land Revenue Authorities are considered and whether the nature of the claim is secured or otherwise. Learned Counsel seeks additional time to explain this issue and to address us on the next occasion. Accordingly, list this IA for further consideration on 01.06.2026.” 18. In compliance with aforesaid order, the Applicant filed written note dated 01.06.2026. It is submitted that no monetary claim has been raised by any Land Revenue Authority against the Corporate Debtor and therefore the question of classification of such claim as secured or unsecured does not arise. It is stated that the issue involved pertains solely to mutation entries in the revenue records concerning the property bearing Unit No. G-5, Shree Rajlaxmi Apparels & Industrial Park, Village Pogaon, Bhiwandi – 421302 (“Subject Property”).

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19. It is also stated that the subject property is not under attachment by any Revenue Authority; no recovery proceedings are pending against the Corporate Debtor in respect of any land revenue dues; no statutory demand has been raised by the Revenue Authorities against the Corporate Debtor, and the dispute pending before the Hon’ble Bombay High Court pertains only to restoration and validity of mutation entries in the revenue records. Accordingly, the issue involved is confined to restoration and validity of Mutation Entry No. 1133 in the revenue records. The Applicant also enclosed the copy of the order dated 15.10.2025 in RTS 2722/PR.KR.586/J- 4 by the Court of Hon’ble Minister (Revenue) State of Maharashtra and Copy of the order dated 19.01.2026 passed in Writ Petition No. 752 of 2026 by the Hon’ble Bombay High Court.

20. It is noted that as per the Affidavit of the Resolution Applicant dated 31.05.2025 under Section 29 A of the Code, the Resolution Applicant, namely M/s. Sunsai Media Developers Private Limited, is not barred by section 29A of the Code from presenting a Resolution Plan for the Corporate Debtor.

21. The Resolution Professional submits that the approved Resolution plan is compliant with the Code read with CIRP Regulations. The applicant submits that in compliance with Resolution 39(4) of the CIRP Regulations, a compliance certificate in Form H dated 03.01.2025 has been submitted.

Brief Background of the Successful Resolution Applicant (SRA): M/s. Sunsai Media Developers Private Limited 22. The company Sunsai Media Developers Private Limited was incorporated is a private limited company on 22.04.2004 and registered under the Companies Act 1956 and existing under the Companies Act 2013. Sunsai

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Media Developers Pvt Ltd. (“Sunsai”), an equipment warehouse for all the Television, Film Productions Shoot and post production activities and offers a multitude of services for television shows in India. Sunsai has been providing the highest quality set equipment's for any size of creative form -be it film, television, commercial, music video or special event, with agile service delivery, and has now forayed into being the new media hub for H.D. Equipment's.

CIRP Cost: 23. The Resolution Plan includes the provision of CIRP Cost. The resolution applicant proposes for payment of unpaid resolution process cost at Rs. 45.00 Lakhs and same will be payable on priority within 60 days of approval of Resolution Plan by the NCLT.

24. It is also submitted that if the unpaid CIRP Cost is less and if any surplus is available from the internal generation of the corporate debtor the same will continue to remain with the corporate debtor and shall not be distributed to the stakeholders. If the unpaid CIRP cost is more than Rs.45.00 Lakhs it will be deducted from the share of the secured financial creditors.

Financial Outlay of the Plan: The financial outlay of the plan is submitted as under: Particulars Claim Amount Amount (Rs. Schedule of Payment Admitted (Rs. in Lakhs) Proposed (Rs. Lakhs) Lakhs) under Resolution Plan Unpaid CIRP - 45.00 45.00 Cost Secured Financial 2807.58 510.00 510.00 Creditors

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Unsecured 16.20 1.00 1.00 Financial Creditors Operational 0.41 0.41 0.41 Creditors – Employees Dues Operational 1430.40 7.35 7.35 Creditors – Statutory Dues Operational 4.53 4.53 4.53 Creditor – EPFO Department Operational 306.28 1.24 1.24 Creditors – Other than Statutory Dues & Employees Other Claimants - - - Total 4565.40 569.53 569.53

Infusion/Source of Funds: 25. The Resolution Plan proposes infusion of total sum of Rs. 569.53 Lakhs comprising of infusion of Rs. 200 Lakhs towards Equity share for the amount proposed in the Resolution Plan and Rs. 369.53 as a loan. Further, UNSAI and/or its associates will induct funds in the resulting company towards capex and operating expenditure up to Rs. 100 Lakhs in the first 12 months.

26. The Resolution Applicant may raise fresh working capital to ensure regular supply of raw material and also adequate non-fund-based limits to open letter of credit and also issuance of bank guarantees wherever required. In case the Corporate Debtor receives more project orders then the RA will

I.A. (PLAN) NO. 88 OF 2025 IN CP (IB) NO. 299 OF 2023 suitably increase the working capital limits either by borrowing from banks and financial institutions or through its own sources.

Earnest Money Deposit (EMD): 27. It is stated that a refundable Earnest Money Deposit (EMD-I) of Rs. 2.5 Lakhs shall be paid along with the application for EoI by way of Demand Draft/Bankers cheque/ NEFT / RTGS in the favour of Vin Semiconductors Private Limited payable at par, which will be refundable to all the PRAs within 1 month of the following event: a) If the PRA is found to be ineligible to be a Resolution Applicant. b) If the PRA does not submit the Resolution Plan. c) If the Resolution Plan is rejected by the COC.

28. The Resolution Plan states that as per the RFRP, each Resolution Applicant shall deposit Rs. 25 lakhs as EMD II in favour of the Corporate Debtor along with the resolution plan. The Resolution Applicant deposited a demand draft pay order of Rs. 25 Lakhs bearing instrument No. 541876 dated 01.06.2024 issued by Karur Vysya Bank Limited in favor of Mis. Vin Semiconductors Private Limited.

29. During hearing on 01.06.2026, the Ld. Counsel for the Applicant stated that EMD I & II amounting to sum of Rs. 27.5 Lakhs was deposited by the Resolution Applicant in favor of the Corporate Debtor. Performance Security: 30. It is stated in the Letter of Intent dated 24.12.2024 issued by the Resolution Professional to the Resolution Applicant that in accordance with Clause 3.4.4 of Request of Resolution Plan (‘RFRP’), the Resolution Applicant is required to submit the Performance Bank Guarantee equivalent to 10% of the amount offered in the Resolution Plan after the adjustment of the EMD I & II i.e., an amount of Rs. 29,45,300/- by way of Demand Draft/ Electronic

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Fund Transfer / Bank Bankers Cheque/Performance Bank Guarantee, within 5 (Five) business days of issuance of LoI, latest by 01.01.2025.

31. It is submitted that the Resolution Applicant has deposited an amount Rs. 29,45,3000/- on 01.01.2025 in favor of the Corporate Debtor after adjustment of the EMD I (Rs. 2.5 Lakhs) and EMD II (Rs. 25 Lakhs). As performance security.

The details of amounts provided for the stakeholder’s as per FORM H (03.01.2025) are as under: Sr. Stakeholder Amounts (in Rs.) Payment No. Type Amount Amount Amount Amount Schedule Claimed Admitted Provided Provided under the to the Plan Amount Claimed (%) 1. Secured Within Financial 60 days Creditors of NCLT approval date (i) Creditors - - - -not having a right to vote under Subsection (2) of Section 21 (ii) Dissenting - - - - (iii) Assenting 28,07,57,625 28,07,57,624.79 5,10,00,000 18.16% 2. Unsecured Within Financial 60 days Creditors of NCLT approval date

I.A. (PLAN) NO. 88 OF 2025 IN CP (IB) NO. 299 OF 2023 (i) Creditors - - - -not having a right to vote under Subsection (2) of Section 21 (ii) Dissenting 16,19,575 16,19,575 1,00,000 6.17% (iii) Assenting - - - - 3 Operational Within Creditors 60 days of NCLT approval date (i) Government 14,30,39,634.13 14,30,39,634.13 7,35,000 0.51% (ii) Workmen - - - - (iii)Employees 41,828 41,828 41,828 100% (iv)Other 3,54,73,390 3,06,28,280 1,24,000 0.34% Operational Creditors Other 4,53,000 4,53,000 4,53,000 100% Operational Creditor – EPFO 4 Other Debts - - - - -and dues 5 Shareholders - - - - - Total 46,13,85,054 45,65,39,941 5,24,53,828 11.48% Supervision of the Resolution Plan from the NCLT Approval Date: 32. From the NCLT Approval Date till the implementation of the proposed transaction under the Resolution Plan i.e., payment to the Secured Financial Creditors (Lenders) and other stakeholders as per the plan, the Monitoring Committee shall supervise the implementation of the Resolution Plan.

33. The Monitoring Committee shall comprise of: i. 1 Nominee from the Secured Financial Creditor ii. 1 Nominee from Resolution Applicant/Investor

I.A. (PLAN) NO. 88 OF 2025 IN CP (IB) NO. 299 OF 2023 iii. Resolution Professional

34. The Resolution Professional shall be the Chairman of the Committee and remuneration to act as a Chairman of the Monitoring Committee shall be decided in consultation with the members of the Monitoring Committee.

Management and Control of the Business of the Corporate Debtor upon Implementation of Resolution Plan: 35. On approval of Resolution Plan, the existing Board of Corporate Debtor shall be deemed to have vacated the office. Further, the Board of Directors nominated by the Resolution Applicant shall be constituted on Payment of complete consideration under the Resolution Plan. The Resolution Applicant shall identify and appoint a suitable professional to manage the affairs of the company on a day-to-day basis, with the support of the key managerial personnel of the company and with guidance from the Board of Directors. The Nominee Director and key managerial personnel to be inducted are tentatively proposed as under:

Sr. No Name Proposed Designation 1. Shivani Suryakant Kadakane Director 2. Kunal Vivek Gorhe Director 36. The Resolution Applicant will ensure that the resolution plan shall be implemented in accordance with the compliance of all applicable laws and regulation governing the terms and conditions of this resolution plan and shall not contravene any provisions of the law for the time being in force.

Treatment of Shares: 37. Upon approval of the Resolution Plan by the Adjudicating Authority the entire existing Paid-up equity share capital of the company shall without any further action shall stand cancelled with effect from the Effective Date.

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

Sr. Category of No. of Shares No. of Voting Share Voting No. Shareholders held before Shares (%) held Share (%) CIRP held after before CIRP held after the CIRP CIRP 1 Equity 74,18,516 0 100 0 2 Preference 0 0 0 0 39. The Resolution Applicant shall be allotted 20,00,000 equity shares of the Corporate Debtor of Rs. 10 each at par fully paid up against the infusion of funds brought in by them to ensure that the payment to all the stakeholders can be met and the corporate debtor has sufficient capital to revive its operations.

Compliance Certificate in Form – H: 40. Pursuant to Regulation 39(4) of the IBBI (CIRP) Regulations, 2016, the Applicant/Resolution Professional submitted the Compliance Certificate in Form H dated 03.01.2025 along with the Application.

41. Compliance of mandatory requirements under the Insolvency and Bankruptcy Code, 2016: Section of the Requirement with respect Compliance Clause of Code/Regulation to Resolution Plan Resolution No. Plan Section 25(2)(h) Whether the Resolution Net worth Applicant meets the criteria Certificate approved by the CoC having given by the Yes regard to the complexity and Resolution scale of operations of Applicant business of the CD?

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Section 29A Whether the Resolution Undertaking Applicant is eligible to submit given by the resolution plan as per final list Resolution of Resolution Professional or Yes Applicant Order, if any, of the and due Adjudicating Authority? diligence by the RP Section 30(1) Whether the Resolution Applicant has submitted an Yes -affidavit stating that it is eligible? Section 30(2) Whether the Resolution Plan – (a) provides for the Clause 3.1 payment of Page 27 Yes insolvency resolution process costs (b) provides for the Clause 2.1 payment to the Sr. No. C on Yes operational creditors page 18 (c) provides for the payment to the Clause 2.1 financial creditors Yes Sr. No. d on who did not vote in Page 19 favour of the resolution plan (d) Provide for the Clause 21. management of the Sr. No. h affairs of the Yes Page 22 & Corporate Debtor Clause 6 on (e) Provides for the implementation and Clause 2.1 supervision of the Sr. No. g Yes Resolution Plan Page 22 & Clause 7 on (f) Contravenes any of the Provisions of the Clause 2.1 No Law for the time Sr. No. j on being in force Page 22 Section 30(4) Whether the Resolution Plan: Yes -

I.A. (PLAN) NO. 88 OF 2025 IN CP (IB) NO. 299 OF 2023 (a) is feasible and viable, according to the CoC (b) has been approved by the CoC with 66% voting share Section 31(1) Whether the Resolution Plan has provisions for its effective Clause 7 on Yes implementation plan, Page 36 according to the CoC? 42. Compliance under mandatory requirements under IBBI (Insolvency Resolution Process of Corporate Debtor) Regulations, 2016: Section of the Requirement with respect Compliance Clause of Code/Regulatio to Resolution Plan Resolution n No. Plan Regulation 38 Whether the amount due to (1) operational creditors under Clause 2.1 Sr. the resolution Plan has been Yes No. c on Page given priority in payment 18 over financial creditors? Regulation Whether the resolution plan Clause 2.1 Sr. 38(1A) includes a statement as to Yes No. e on Page how it has dealt with the 19 and 20 interests of all stakeholders? Regulation Whether the Resolution Clause 2.1 Sr. 38(1B) Applicant or nor any of its No. f on Page related parties has failed to 21 implement or contributed to the failure of implementation of any resolution plan approved No under the Code? If applicable, the Resolution Applicant has submitted a statement giving details of any such non¬ implementation

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Regulation 38(2) Whether the Resolution Plan provides: (a) the term of the plan and Clause 2.1 Sr. its implementation No. g on page schedule. 21 (b) for the management and Yes control of the business of Clause 6 on the corporate debtor Page 36 during its term. Clause 7 on (c) adequate means for supervising its implementation. Regulation 38(3) Whether the resolution plan demonstrates that – (a) it addresses the cause of default (b) it is feasible and viable (c) it has provisions for its Clause 2.1 Sr. effective implementation Yes No. k on page (d) it has provisions for 23 approvals required and the timeline for the same (e) the resolution applicant has the capability to implement the resolution plan Regulation Whether the RP has filed 39(2) applications in respect of transactions observed, found Yes or determined by him?

Regulation 39(4) Provide details of Amount performance security received in the received, as referred to in CIRP account Yes sub-regulation (4A) of of the regulation 36B.] Corporate Debtor

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43. The CIRP has been conducted as per the timeline indicated as under: Latest Dates Timeline according Section/Regulati Description of Actual under to on No. Activity Date Regulation Regulation 40A 40A Commencement Section of CIRP and T 10.11.2023 10.11.2023 16(1) Appointment of IRP Publication of Regulation Public T+3 13.11.2023 13.11.2023 6(1) Announcement Section 15(1)(c)/ Submission of T+14 24.11.2023 24.11.2023 Regulation Claims 12(1) Regulation Verification of T+21 01.12.2023 14.12.2023 13(1) Claims Application for Appointment of Section 21(6A) / Authorised T+23 03.12.2023 - Regulation 15A Representative, if necessary Filing of Report Regulation certifying T+23 03.12.2023 15.12.2023 17(1) Constitution of CoC Section 22(1) and First Meeting of T+30 10.12.2023 21.12.2023 Regulation CoC 17(2) Determination of Regulation fraudulent and T+115 04.03.2024 10.11.2023 35A other transactions Appointment of Regulation two registered T+47 27.12.2023 11.01.2024 27 Valuers Submission of Information Regulation 36 (1) T+54 03.01.2024 08.04.2024 Memorandum to CoC

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Invitation of EOI T+75 24.01.2024 24.01.2024 Publication of 08.02.2024 T+75 Form G Provisional List Regulation 36 A of Resolution T+100 18.02.2024 02.03.2024 Applicant Final List of Resolution T+115 04.03.2024 16.03.2024 Applicants Issue of Request for Resolution Plan, which includes Regulation 36B Evaluation Matrix T+105 23.02.2024 17.03.2024 and Information Memorandum to Resolution Applicant Section Submission of 05.01.2025 30(6)/ CoC approved T+165 23.04.2024 06.08.2025 Regulation Resolution Plan (Refilled) 39(4) Approval of Section 31(1) T=180 08.05.2024 Resolution Plan 44. As per the interim order dated 17.02.2025 in IA/538/2025, the Resolution Professional sought an extension of 47 days in the CIRP period from 19.11.2024 to 05.01.2025, which was approved by this Tribunal. It is noted that the present Interlocutory Application seeking approval of the Resolution Plan was filed on 05.01.2025; therefore, the application has been filed within the extended CIRP period.

45. On perusal of Form-H dated 03.01.2025, it is seen that the Resolution Plan is in compliance with the mandatory compliances as stipulated under Section 30(2) of the Code. The Successful Resolution Applicant has submitted an Affidavit dated 31.05.2025 under Section 29 A of the Code as attached as Annexure- ‘N’ (Page 410). Further, in Form H, the Resolution Professional

I.A. (PLAN) NO. 88 OF 2025 IN CP (IB) NO. 299 OF 2023 has certified that “the Resolution Applicant has submitted an affidavit pursuant to Section 30(1) of the Code confirming its eligibility under Section 29A of code to submit resolution plan. The contents of the said affidavit are in order”. Accordingly, it is submitted that the Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law.

PUFE Applications: 46. The Resolution Professional has filed IA No. 981 of 2025 and IA No. 255 of 2025 on 04.02.2025 and 25.11.2024 respectively, seeking avoidance of certain transactions under Section 43 read with Section 44 and Section 66 of the Insolvency and Bankruptcy Code, 2016. The said applications are presently pending adjudication before this Adjudicating Authority.

47. In the Resolution Plan, it is stipulated that in the event, any transaction is avoided/set aside by the NCLT in terms of Sections 43, 45, 47, 49, 50 or 66 of the Insolvency and Bankruptcy Code, 2016 and any amount is received by the resolution professional or the corporate debtor in furtherance thereof, such sum shall be deemed to have been received for the benefit of the Secured Financial Creditors and shall be paid to the Secured Financial Creditors ("Pass-Through Amount").

48. For the avoidance of doubt, the pass-Through Amount shall be paid to the Secured Financial Creditors in addition to the pay-out envisaged for the Financial Creditors under this Resolution Plan. Further, the RA shall ensure that all the actions initiated pursuant to Sections 43, 45, 47, 49, 50 or 66 of the Code shall be pursued and the Corporate Debtor and the RA shall ensure all cooperation is provided for such actions being pursued, at all times even after the approval of the resolution plan by the Adjudicating Authority. It is to be noted that any such Pass-Through Amount will be allocated to Secured

I.A. (PLAN) NO. 88 OF 2025 IN CP (IB) NO. 299 OF 2023

Financial Creditors in proportion of their Admitted Claims to Total Admitted Claims of Secured Financial Creditors.

49. In K Sashidhar v. Indian Overseas Bank & Others (2019) 12 SCC 150, the Hon’ble Apex Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan, as approved by CoC, meets the requirements specified in Section 30(2). The Hon’ble Apex Court further observed that the role of the NCLT is ‘no more and no less’. The Hon’ble Apex Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is limited to scrutiny of the Resolution Plan “as approved” by the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the Adjudicating Authority can reject the Resolution Plan is in reference to matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements.

50. In view of the law laid down by Hon’ble Supreme Court, the commercial wisdom of the COC is to be given paramount importance for approval / rejection of the resolution plan. As the Resolution Plan meets the requirements of the Code and the IBBI (CIRP) Regulations, 2016 the same needs to be approved. Accordingly, the Resolution Plan is approved with the following directions:

i. The Resolution Plan submitted by M/s. Sunsai Media Developers Private Limited is hereby approved. It shall become effective from this date and shall form part of this order. It shall be binding on the Said corporate debtor, its I.A. (PLAN) NO. 88 OF 2025 IN CP (IB) NO. 299 OF 2023 employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the Resolution Plan.

ii. No person will be entitled to initiate or continue any proceedings in respect to a claim relating to the period prior to CIRP period which is not part of the Resolution Plan.

iii. The Monitoring Committee shall supervise the implementation of the Resolution Plan and shall review operational performance of the corporate debtor.

iv. The Resolution Professional is further directed to handover all records, premises / documents to the Resolution Applicant to finalise further line of action required for starting of the operation as contemplated under the Resolution Plan. The Resolution Applicant shall have access to all the records premises / documents through Resolution Professional to finalise further line of action required for starting of the operations.

v. As per the Resolution Plan, extinguishment of existing shares of the said corporate debtor, allotment of shares to the Resolution Applicant and to New Investor and reduction of share capital do not require the consent of shareholders as required under the Companies Act or any other authority for implementation of the Resolution Plan.

vi. The aspect of reliefs and concessions are dealt herein under:

I.A. (PLAN) NO. 88 OF 2025 IN CP (IB) NO. 299 OF 2023 a. In respect of reliefs and concessions, during the hearing on 01.06.2026, the Ld. Counsel of Applicant submitted that the relief and concession shall not extend beyond the scope of the judgement of Hon’ble Supreme Court of India in the case of Ghanshyam Mishra & Sons (P) Ltd. vs. Edelweiss Asset Reconstruction Co. Limited (2021) 9 SCC 657 and in terms of provisions of Section 31(1) and 32A of the Code.

b. Approval of the Resolution Plan shall not be a ground for termination of any existing consents, approvals, licenses, concessions, authorizations, permits or the like that has been granted to the Said corporate debtor or for which the Said corporate debtor has made an application for renewal, grant permissions, sanctions, consents, approvals, allowances, exemptions etc.

c. Any exemption as sought for in relation to the payment of registration charges, stamp duty, taxes and fees arising out of the implementation of the Resolution Plan is not granted but the Resolution Applicant is at liberty to approach Competent Authorities for the exemptions if permitted under the law.

d. For past non-compliances of the Said corporate debtor under applicable laws the Resolution Applicant shall not be liable for any liabilities and offences committed prior to the commencement of CIRP as stipulated under Section 32A of IBC, 2016.

I.A. (PLAN) NO. 88 OF 2025 IN CP (IB) NO. 299 OF 2023 e. It is hereby clarified that in terms of the Judgement of Hon’ble Supreme Court in the matter of Ghanshyam Mishra and Sons Private Limited Vs. Edelweiss Asset Reconstruction Company Limited, on the date of approval of the Resolution Plan by the Adjudicating Authority, all such claims which are not a part of Resolution Plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect of a claim which is not a part of the Resolution Plan.

f. With regard to other concessions and reliefs, most of them are subsumed in the reliefs granted above. The relief included in any part of resolution plan, which is not expressly granted above, shall not be construed as granted. The exemptions if any sought in violation of any law in force, it is hereby clarified that such exemptions shall be construed as not granted. It is further clarified that the reliefs and concessions sought which are beyond the scope of provisions of Section 31(1) and Section 32A of the Code cannot be granted and are as such deemed to have not been granted.

g. It is also clarified that, if this Resolution Plan stipulates or provides for any benefit flowing through any other law, then the same may be deemed as not allowed/approved and would be open to action by the concerned authority in accordance with law.

I.A. (PLAN) NO. 88 OF 2025 IN CP (IB) NO. 299 OF 2023 vii. The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the concerned Registrar of Companies (RoC), for information and record. The Resolution Applicant, for effective implementation of the Plan, shall obtain all necessary approvals, under any law for the time being in force, within such period as may be prescribed.

viii. The moratorium under Section 14 of the Code shall cease to have effect from this date.

ix. The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI along with copy of this Order for information.

x. The Applicant shall forthwith send a certified copy of this Order to the CoC and the Resolution Applicant, respectively for necessary compliance.

51. Accordingly, the Resolution Plan submitted by M/s. Sunsai Media Developers Private Limited is hereby approved, and I.A. (PLAN) NO. 88 of 2025 is allowed to the extent above and is disposed off.

Sd/- Sd/- Ashish Kalia Charanjeet Singh Gulati Member (Judicial) Member (Technical) Saumya – LRA