In the matter of Hariom Rice Mill Private Limited

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IN TIIE NATIONAL COMPAI{Y LAW TRIBUNAL CUTTACKBENCH CUTTACK IA (IBC) No. 196 /CB/2023 In CP (IBlNo,249/CB/2020 In the matter of: Application under Section 60 (5) of the Insolvency and Bankruptcy Code, 2016 seeking direction in respect of the Acquisition Plan of the corporate debtor as a whole going concern. -And- In the matter of: Mr. Shikhar Chand Jain, Liquidator of the Corporate debtor having its office at: Ist Floor, Mahavir Gaushala Complex, K.K. Road, Moudhapara, Raipur (C.G) 492 001, Reg No- IBBI/IPA-0O 1 /IP-P0 049 5 / 2017- 1 8 / 1 0883; . . .Applicant / Liqaidator

Rashik Bihari Food private lirT]i*tur Bidder of the corporate debtor) "*r.u Through its Authorised Representative, having registered office au Mini Mata Chowk, Janjgar Road, Village: Taroud, Akahtaru, Chhattisgarh- 495 552. ...Respondent .In- In the matter of: Hariom Rice Mill Private Limited., a company incorporated under the Companies Act, 1956 having its registered office situated at: Vill. & Post- Darrighat Masturi Road, Bilaspur- 495 551, Chhattisgarh. ...Corporate Debtor Coram: : Shri P. Mohan Raj Member (Judicial) Shri Kaushalendra Kumar Singh : Member (Technical) Appearances (through Yideo Conference) For the Applicants

IN'TI]E NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA (IBC) No. 196 /CB/2023 In CP QB) No, 249/CB/2020 In re: Hariom Rice Mills Private Limited Mr. Sukanta Behera, Adv. Mr. S. Bajaj, Adv. Mr. A Choudhary, Adv. For the Respondents Mr. S. Tiberwal, Adv. Order reserved on: 18.09.2023 Order pronounced on: 11. 10.2023

ORDER 1. This Application has been fi.led under Section 60 (5) of the Insolvency and Bankruptcy Code, 2016 by the Liquidator Mr. Shikhar Chand Jain (hereinafter ((applicaat') referced as of Hariom Rice Mill Private Limited (hereinafter referred ((Corporate to as Debtor") seeking permission of this Adjudicating Authority to execute and conclude the purchase/acquisition of the Corporate Debtor as a whole on a going concem basis under Liquidation by way of implementation of the acquisition plan submitted by the Applicant and seek certain reliefs, concessionr, , I directions, dispensations, and exemptions from this Adjudicating Authority which I are necessary to acquire Hariom Rice Mill Private Limited (the corporate debtor) as a going conce(n. 2. The averments as made in the application are surnmarized hereunder: (r) The corporate Insolvency Resolution Process (hereinafter rcferred as ((CIRI"') in respect of the corporate debtor was initiated under Section 10 IBC, 2016 nApplication No. CP(IB) No.249/CB/2020 vide order dated09.06.2021by this Adjudicating Authority. During the CIRP, Mr. Pratim Bayal having reg. No. IBBI/IPA-003/IP- N00213/2018-20L9/12385 was appointed as the Interim Resolution Professional (hereinafter as "IRI"') and was subsequently was confirmed as the Resolution Professional by the CoC of the corporate debtor in its first meeting. As no Resolution Plan was approved by the Committee of Creditors during the CIRP of corporate debtor and as a result of the same, this Adjudicating - ,q

IN T}{E NA'|IONAL COMPANY LAW TRIBUNAL CUTTACI( BENCTI IA (IBC) No. 196 /CB/2023 In CP (IB) No, 249 / CB / 2020 In re; Hariom Rice Mills Private Limited Authoriry vide order dated03.08,2022 passed the liquidation order for liquidating the corporate debtor as a going concern. The RP did not submit the consent to act as the liquidator of the corporate debtor, The AdjudrcatrngAuthority vide same order appointed Mr" Shikar Chanrl Jain bearing reg no. IBBI/IPA-001/IP- P00495/20t7-18/ 10883; as the liquidator of the corporate debtor. A Copy of the Admission Order dated 09.06.2021 is annexed to Application as Annexure-B. Copy of the liquidation order dated 03.08.2022 passed by the Adjudicating Authority is annexed to Application as Annexure-C.

(ii) Subsequently, the applicant issued the Public Notice in terms of Regulation 12 of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 (Liquidation Regulations) and the Process Memorandum for calling the stakeholders to submit their claims with requisite documents. (iii) The Applicant then undertook the process of selling the Corporate Debtor as a whole, on a clean slate as a going concern, in terms of Regulation 32(e) of the Liquidation Regulations to maximize the value of the Corporate Debtor. (iv) In accordance with the provision of the Liquidation Regulations, the Liquidator had, vide public notice, published on 29.12.2022 in the vernacular newspaper inviting EOIs inviting partrcipation in e-auction pertaining to sale of the Corporate Debtor as a whole on a going concern basis on a "as is where is", "as is what is "as is how is" and "without recourse basis" on the terms and conditions prescribed by the Liquidator, wherein the reserve price was fixed at INR 6,47,05,000/- (Rupees Six Crores Forty- Seven Lakhs and Five '9 Thousand Only). The Applicant has also provided the Process c)

IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACI( BENCH IA (IBC) No. 196 /CB/2023 In CP (B) No. 249/CB/2020 In re: Hariom Rice Mills Private .Limited Memorandum dated 29.12,2022, wherein the terms and conditions of the auction were described. (v) Pursuant to the verification /revtew of the expression of interest (hereinafter referred as "EOI") along with supporting documents and submission of Earnest money in terms of Process Memorandvm, "Rashik Bihari Food Private Limited" was declared as the Successful Bidder for the highest submitted bid of Rs" 10,31,05,000/- (Rupees Ten Crores Thirry-One Lakhs and Five thousand Only).

(vi) Pursuant to the review of the expression of interest ("EOI"), supporting documents submitted with the Respondent, and submission of the earnest money deposit ("EMD") in terms of the Process Document, upon verification of the EOI along with EMD and supporting documents, submitted by the Bidder, the Liquidator declared the Bidder as a "Qualified Bidder" on 30.01 .2023. Thereafter, the bid was undertaken by way of an e-auction process on 01,.02.2023, whereby the respondent was declared as the Successful Bidder. (vir) Subsequently, the applicant issued the Letter of intent dated 03.02.2023 (hereinafter referred as "LOI") to the Successful Bidder, subject to the fulfillment of the conditions specified therein, including tnter alia the payment of INR 2,25,4L,250 (two crore twenty-five lak*rs forty-one thousand two hundred and fifty only) being equivalent to 25% (trventy-five percent) of the Final Consideration ("Upfrontrr) and the Balance consideration amount INR 7,73,28,750 (Seven crore seventy-three lakhs twenty-eight thousand seven hundred and fifty only). Copy of the Letter of Intent ((F'?. dated03.02.2023 is annexed herewith as Annexure- s{ C.,[

IN THE NATIONAL COMPANY I-AW TRIBUNAL CUTTACK BENCH IA (IBC) No. 196 /CB/2023 In CP (B) No, 249/CB/2020 In re: Hariom Rice Mills Private Limited (viii) The Applicant, pursuant to issuance of LOI, and in compliance of the terms and conditions of the LOI, has duly paid the Upfront Payment of INR 2,25,41,250(Two Crore Twenty-Five Lakh Forry- One Thousand Two Hundred and Fifty Only) on 07 "02.2023, and a Balance consideration of INR 7,73,28,150 (Seven Crore Seventy- Three Lakhs Twenty-Eight Thousand Seven Hundred and Fifty Only) in parts on 03.03.2023 and 3.04.2023, and Amount of Rs. 4,93,157/-(Rupees Four Ninety Three Thousand One Hundred and Fifty One Only) towards interest into the Liquidation Account which has been duly acknowledged andacceptedby the Respondent. (ix) In pursuance of the above, the liquidator issued the Sale Certificate dated)l .04"2023 alongwith the possession Memo dated}T ,04.2023, It is submitted that from 07.04.2023 (hereinafter refened as ((HandoverDate") the respondent was entitled to all benefits arising out of the corporate debtor. Copy of the Sale Certificate dated ((G" 07.04.2023 is annexed herewith as Armexure and Annexure d(H" respectively. In pursuance of the letter dated 04,05.2023, the liquidator submitted the Form INC-28 with the Registrar of Companies, which is presently appearLng with the status "IJnder Processing".

(x) Further, pursuant to the issuance of LOI, and in accordance with the Process Document, the Applicant has submitted the Acquisition Plan for acquiring the Corporate Debtor on a going concern in accordance with the Section 32A of the Code and for setting out the reliefs, concessions, exemptions in respect of the acquisition of the Corporate Debtor. 3. We have heard the leamed counsel for the parties and on a perusal of the record, we are of the considered view that since that Corp.or-ateq Debtor has been IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA (IBC) No, 196 /CB/2023 In CP (IB) No, 249 / CB / 2020 In re: Hariom Rice Mills Private Limited sold as a gotng concern, the reliefs sought for in the form of waivers and concessions, by the applicatfi cafi be granted for the smooth transition of the corporate debtor and continuation of the business by the Applicant, as below.

4. We have perused the facts pleaded and the reliefs prayed in the petition. The rehef / concession as sought by the applicant are listed in the Column (2) in table below. Column (3) therein contains our remarks as to the extent such relief/conces sion being allowed. Reliefs and Concessions sought, and orders thereon, are tabulated below,

S. No. Relief soueht by the Applicant Q) Remarks/Orders (i) thereon (3) 5.1. Considering the similarities between resolution of a corporate debtor (under colporate insolvency resolution process under the Code) on a going concern basis, and sale of a corporate debtor (under liquidation under the Code) on a going concern Granted basis, all benefits, privileges, rights, exemptions, and other entitlements as are usually avatlable to a resolution applicant, whether under the Applicable Laws shall be equally applicable to the Bidder under this Acquisition Plan. Similar to a resolution applicantwho intends to acquire a corporate debtor undergoing corporate insolvency resolution process on a clean slate basis, the Bidder shall, pursuant to this Acquisition Plan, acquire the Corporate Debtor as a going concern on a clean slate basis. 5.2. As such, this Acquisition Plan upon its approval by Granted Adjudicating Authority shall be binding on all Stakeholders and shal1 provide the benefit of -q -!.-_-

IN THE NATIONAL COMPANY LAW TRIBUNAL CUT|ACK BENCII IA (IBC) No. 196 /CB/2023 Iu CP (B) No" 249/CB/2020 In re: Hariom Rice Mills Private Limited continuing the business of the Corporate Debtor on a clean slate. Without prejudice to the generality of the above, and in addition to the benefits as may be avarlable to the Bidder for acquiring the Corporate Debtor under liquidation, the benefits as are to applicable insolvency resolution under Applicable Laws shall be applicabte to this Acquisition Plan. The 5.3. Upon receipt of the NCLT Approval Order, no Company shall prepare and separate or further approval, actions, steps or deeds file necessary shall be required for the completion of any actions forms and contemplated under this Acquisition Plan, application along with including reduction/extinguishment of the share applicable fee with the capttal of Corporate Debtor held by the existing concerned shareholder, issuance of fresh equiry shares of the Registrar of Companies, if Corporate Debtor, delisting of shares from the required. The stock exchanges and there will be no requirement conceured RoC to add 'and reduced' to the name of the Corporate and other Debtor. Any procedural requirements such as authorities shall consider it filings to the RoC, RBI, SEBI or the stock in keeping view exchanges shall be filled by the Corporate Debtor, the intent & spirit in compliance of the Applicable Law. of IBC. 5.4. As the bidder is required to take over the Corporate Such a blanket Debtor on a going concern' all Permits (including relief cannot be granted. If the ,consents, licenses, approvals, clearances, rights, corporate debtor entitlements, benefits and privileges whether under approaches the law contract, lease or license) granted in favour of concern competent the Corporate Debtor or to which the Corporate Authorities, they Debtor is entitled or accustomed to shall continue shall consider the request in terms of 9l

IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCI_I IA (IBC) No. 196 / CB/ 2023 In CP (B) No, 249/CB/2020 In re: Hariom Rice Mills Private Limited to remain valid, notwithstanding any provision to judgment of the Supreme Court in the contrary in their terms, and provided that in Ghanashyam case of Permits that have expired or lapsed, Mishra and sons -vs-notwithstanding that they may have akeady lapsed Edelweiss or expired due to any breach Non-Compliance or Asset Reconstruction efflux of time, be deemed to continue without Company 2021 disruption for the benefit of the Corporate Debtor SCC online SC until either such Permit is renewedor a fresh Permit 313 andkeepingin view the intent & is issued by the relevant Governmental Authority spirit of the IBC. in favour of the Corporate Debtor, in accordance with the procedure provided under the Applicable Law. For the sake of clarrty, the relevant Person or the Governmental Authoriry shall be required to renew such Permit or issue a fresh Permit on similar terms as the current Permit, to the extent possible. Without prejudice to the aforesaid, the Corporate Debtor shall continue to receive the benefit of Permits and Essential Contracts to maintain its 'going concern' status, and no Permit shall be allowed to be cancelled or suspended or terminated or disrupted, and no Essential Contract shall be allowed to be terminated or not performed or disrupted by the counterparties for at least 36 (thirty-six months from the Acquisition Date (unless, in case of Essential Contract, the same is terminated earlier by the Corporate Debtor pursuant to the terms of this Acquisition Plan or as per Applicable Laws). ).) Neither the Bidder, nor any of its affiliates or connected persons, will be disqualified, or <d

IN TI]E NATIONAL COMPANY LAW TRIBUNAL CUTTACI( BENCI] IA (IBO No. 196 /CB/2023 In CP (B) No. 249/CB/2020 In re: Hariom Rice Milk Private Limited considered ineligible, under the Code for proposing and/or implementtng a plan in relation to the insolvency resolution or liquidation of any person Not Granted (other than the Corporate Debtor), merely on account of the implementation of this Acquisition Plan by the Bidder. 5.6. Change in the shareholding of the Corporate The unpaid liabilities/existing Debtor as a result of the CD being sold as a going share capital concern and pursuant to approval by the which are to be Adjudicating Authority leading to such change in extinguished, are shareholding shall not result in lapse of any carcy to be credited into ((Capital forward losses and/ or unabsorbed depreciation in Reserve" in the books of the Corporate Debtor as on takeover accordance with date. that are brought forward under the provisions applicable Inrlian Accounting of section 79 read with section 2(18) Income-tax tle Standards; and Act,196l. accumulated if losses, any, as per the balance-sheet prior to the date of acquisition will have to be adjusted/set off as against such ((Capital Reserve". The balance amount if losses, any, can only be considered for carry forward as per provisions of Sections 79Q) of the fncome Tax Act, provided a reasonable of15 q Page e al

IN TTIE NATIONAL COMPANY LAW TRiBUNAL CUTTACI( BENCH IA (IBC.| Na 196 / CB/ 2023 In CP (IB) No, 249 / CB / 2020 In re: Hariom Rice Mills Private Limited opporhrnity is given to the Principal Commissioner of Income Tax. J.l. Without prejudice to anything set out in this AII the Past Acquisition Plan, for arLy breaches or Non-liabilities of Compliances with the provisions of Applicable corporate debtor Laws; or any litigations, investigations or disputes and consequential arising as a emit of an alleged breach of contract, actions of the Applicable Law or otherwise; which have not been corporate debtor arord all settled, cured, extinguished and are continuing the even post the Acquisition Date, and which if not consequential settled, cured or remedied may have a material actions upon the. impact on the business of the Corporate Debtor, the corporate debtor Bidder will investigate as to veracity of such prior to the date of allegations and if so required, take or cause to be acquisition will taken remedial actions in this regard within a stand permanently reasonable period of time, during which time the extinguished. related litigations/ proceedings/investigations shall be kept in abeyance and that no coercive action be taken against the Bidder or the Corporate Debtor. The Bidder will require a period of 36 (thirty-six) months from the Acquisition Date to remedy any underlying breaches or non- Compliances which have not been extinguished or settled or abated as part of this Acquisition Plan, and arc continuing post the Acquisition Date.

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IN TI]E NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA (IBC) No. 196 / CB/ 2023 In CP (B) No. 249/CB/2020 In re: Hariom Rice Mills Private Limited The 5.8 A11 Government Authorities to grant any relief, corporate debtorwill have to concession or dispensation as may be required for approach the implementation of the transactions contemplated concerned under the Acquisition Plan in accordance with its authorities, who in firrr, will terms and conditions. consider the request keeping in view the intent and spirit of the IBC. 5.9. The RoC to take on record and enable Granted with implementation of the Acquisition Plan, upon respect to the non-approval of the Acquisition Plan by Adjudicattng compliances by Authority, without any further compliances. the corporate Without prejudice to the generality of above, the debtor before the RoC shall, pursuant to the NCLT Approval Order, date of update its records to reflect the stafus of the acquisition. The Corporate Debtor as 'active' from the status of RoC shall change 'under liquidation'. the status of CD as (active' from the of ((vnder status liquidation". s.10 The Corporate Debtor shall have the right to review it and terminate any contract that entered or executed prior to the date of the NCLT Approval Order" If any contract entered into or executed by the Corporate Debtor prior to the Acquisition Date contains a provision for termination in case of initiation of insolvency, bankruptcy, liquidation, Granted. winding up or any other proceedings of similar nature against the Corporate Debtor and such q gl 1lof Page

IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA (IBC.) No. 196 /CB/2023 In CP (IB) No. 249 / CB / 2020 In re: Hariom Rice Mills Private Limited clause has not been triggeredlused by the counter parties) till the Acquisition Date, it shall be deemed that the counter party(ie$ has waived its right to claim termination of the conffact on account of such provision, notwithstanding to the terms of such contract.

5.11 Given that the Bidder will acquire control of the Granted" fnterms of Section affairs of the Corporate Debtor on the Acquisition 32A ofIBC,2016. Date on a'clean slate' basis, ooy penalties or any other liabilities, release attachments of Property and withdraw prosecution or Proceedings against Corporate Debtor, that may arise from any defaults or Non-Compliances by the Corporate Debtor prior to the Acquisition Date of Applicable Laws, including but not limiting to the provisions of the CA 20t3, Contract Labour (Regulation and Abolition) Act, 1970, all relevant and applicable Tax laws, the relevant stamp acts of the different states of India, relevant environmental laws, anti-money laundering laws and laws for prevention of corruption shall be assumed to have been waived. 5.12 The NCLT to extend the moratorium imposed Granted with respect to the non-under the Code in relation to the Corporate Debtor, compliances by until the Acquisition Date. the corporate debtor before the date of acquisition. /g] -sl I

IN THE NAI'IONAL COMPANY LAW TRIBUNAL CUTTACK BENCH A gBC) No. 196 /CB/2m In CP QB)No" 249/CB/2020 In re: Hariom Rice Mills Private Limited 5.13 Capital Reduction (including extinguishment of the Subject to remarks as against para 5"6 shares held by the existing promoter group), shall be written off and suitably capitaluzed as per the accounting standards and shall be deemed to be settled at NIL amounts and permanently extinguished by virtue of the order of the NCLT approving this Acquisition Plan and the Company or the Bidder shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. s.t4 That the concerned Registrar of Companies be Allowed. The directed to associate the Directors Identification Successful Bidders ate at liberty to Numbers (DIN) of the Directors who would be reconstitute the taking charge collectively as Board of Directors of Board of Directors as per provisions the Corporate Debtor pursuant to the approved of the Companies, Acquisition Plan upon necessary filings being made Actr 2013 and the in accordance with Applicable Law. appropriate filings may be effected before the RoC concented. 5.15 The cases pending/ decreed against the Corporate The instituted, Debtor by any Court and/or Tribunal and/or any decree or order passed quasi- Judicial authority shall not be enforced prior to the date of against the Auction Purchaser and/ or the acquisition shall not be enforced Corporate Debtor. against the corporate debtor, subject to Section 32A (3) of IBC, 2016.

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IN THE NATIONAL COMPANY LAW TRIBUNAL CUT'TACK BENCI{ IA (IBC.| No, 196 /CB/2023 In CP (IB) No. 249/CB/2020 In re: Hariom Rice Mills private Limited 5.16 j Auction furCn Subject to remarks represent the true and far picture of Financial as against paru5,6 Statement post-acquisition by suitably anangtrng/ rc affanging/write off/ vtriteback of various items of assets and 1iabilities and pursuant to such rearrangement/v,nite-off and write back of assets and liabilities no income tax liability pursuanr ro such rearrangement and write-o ff/backshall accrue on the Auction Purchaser and the CD.

5" After having considered, the prayers of the applicant, we grant the reliefs and concessions as mentioned in column (2) ofthe table hereinabove, subject to the remarks as given in column (3) of the table. It is clarified that certain reliefs'/concessions require the approvallconsent of the concerned authorities under other laws and as such the corpor ate debtor/successful bidd,erwill have to approach them who will consider it under such other law keeping in view the intent and spirit of the IBC.

6' It is also clarified that the unpaid liabilities/existing share capitalof the corporate debtor, which are to be extinguished as per the reliefs and concessions granted hereinabove' ate to be credited into the "capital Reserve, in accor dance with applicable Indian Accounting standards; and the accumulated losses, if any, as per the balance-sheet prior to the date of acquisition will have to be adjusted./set off as against such "Capital Reserve". The baranceamount of losses, if any, can onry be considered fot caffy forward as per provisions of Section 79(2) ofthe Income Tax Act, provided' a reasonable opportunity is given to the principal Commissioner of Income Tax. 7. Vfith the aforesaid observations the present IA (IB) No. 196lCB/Z0Zj j,n CP (B) No.249/CB/2020 q stands disposed of.

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IN T}IE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCII IA (IBC) No. 196 /CB/2023 In CP (B) No, 249/CB/2020 In re: Hariom Rice Mills Private Limited 8. The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Ld. Counsel for information and for taking necessary steps, ' 9 Certifled Copy of this order be issued, if appliedfor, upon compliance of all requisite formalities.

Kaushalendia Kumar Singh Member (Technigal; Member (Judicial)

Signed on this, the 11e day of October, 2023.

Supriya P, S. / N. Tomar (Steno)