In the matter of Jharkhand Mega Food Park Private Limited

ORDER PER Bidisha Banerjee, Member (Judicial): 1. The Court congregated through hybrid mode. 2. Heard the Learned Senior Counsels and Learned Counsels for both the parties. 3. The interlocutory application being I.A. No. 210/KB/2025 of C.P. (IB) No. 1231/KB/2019 has been filed by the Applicant herein being the Liquidator under section 60(5) of the Insolvency and Bankruptcy Code, 2016 (“IBC” or “Code”) to facilitate the execution of the sale process of the Corporate Debtor as a Going concern and thereby, seeking reliefs for providing amenity to the successful auction purchaser.

4. It is submitted that liquidation process commenced in respect of Jharkhand Mega Food Park Private Limited (hereinafter referred to as the "Corporate Debtor") pursuant to an order of liquidation dated 03rd April 2024 passed by this Hon'ble National Company Law Tribunal, Kolkata Bench, Kolkata (hereinafter referred to as "NCLT") in IA No. 475 of 2024 and the Applicant is appointed through the same order as liquidator.

5. Accordingly, the Liquidator constituted SCC and published the sale notice dated 12th September 2024 for the sale of the company as a going concern in view of Regulation 32A of IBBI (Liquidation Process) Regulation 2016. The e-auction was scheduled to be conducted on 17th October 2024. That subsequently, as on 15th October 2024, the Applicant liquidator

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 received Eols from a total of eight (8) bidders, however, none of the bidders submitted their Earnest Money Deposit, resulting in failure of the e-auction which was to be conducted on 17th October 2024.

6. The Applicant republished a Sale Notice on 23rd October 2024 for sale of the Corporate Debtor as a going concern vide an e-auction scheduled to be conducted on 25th November 2024. In lieu of the Sale Notice, the Applicant received 5 Expression of Interest ("EOI") who were post verification, declared as eligible in taking part in the e-auction process dated 25th November 2024.

7. After the e-auction process was conducted, the Respondent was declared as the H1 Bidder in terms of the provisions of the Code and Regulations. Further, the members of SCC and the Applicant decided to announce the Respondent as the H1 bidder subject to the eligibility of the Respondent herein in terms of section 29A of the Code.

8. After conducting the necessary due diligence, the Respondent was found to be eligible in terms of section 29A of the Code in order to submit the bid for the sale of the Corporate Debtor as a going concern. Further, the Letter of Intent dated 27th November 2024 was issued by the Applicant to the Respondent and the Respondent was duty bound to deposit the balance sale consideration with the liquidator within 30 days from the date of final order of this Tribunal per se implementing the sale of the Corporate Debtor as a going concern.

9. The Applicant is filing the present application for approval of the sale as a going concern as well as certain reliefs and waivers.

10. The Applicant has relied on the following judgments in support of its reliefs

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 a) Janvi Dixit vs. M/s Hi-Tech Services, I.A. No. 741 o f 2021 in C.P. (IB) No. 1319/MB/2017, Hon’ble National Company Law Tribunal, Mumbai Bench, Court No. – I (para. 6) b) Gaurav Jain V/s Sanjay Gupta – 2021 SCC Online NCLT 489, (para. 20, 25, 26, 28,29, 30, & 34). c) Nitin Jain, Liquidator of PSL Ltd. vs. Lucky Holdings Pvt. Ltd. – 2021 SCC Online NCLT 3108 (para. 15, 29, 30, 36-42). d) Jasamrit Designers Pvt.Ltd vs. Mr. Gian Chand Narang & Anr- 2023 SCC Online NCLAT 334 Paragraphs 10 and 11 which recognises the right of a successful bidder to seek reliefs and concessions. e) Ghanashyam Mishra and Sons Pvt Ltd v Edelweiss Asset Reconstruction Company Ltd 2021 SCC OnLine SC 313 decided on 13.04.2021 on extinguishment of past liabilities of the Corporate Debtor.

11. The Apex Court in Ghanashyam Mishra (supra) has laid down the law in regard to the extinguishment of past liabilities of the Corporate Debtor once the resolution plan is approved. According to the Hon’ble Supreme Court, once a resolution plan has been duly approved by the Adjudicating Authority pursuant to section 31(1), the claims specified in the resolution plan shall stand frozen and be binding upon the Corporate Debtor and its employees, members, creditors, including the Central Government, any State Government, or any local authority, guarantors, and other stakeholders. All such claims that are not included in the resolution plan must be extinguished as of the day the Adjudicating Authority approves the resolution plan, and no individual shall have the right to begin or DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 continue any proceedings with respect to a claim that is not included in the resolution plan. The Hon’ble Supreme Court has further ruled that, if not covered by the resolution plan, all debts to the Central Government, any State Government, or any local authority shall stand extinguished and that no further legal action may be taken to collect those debts for the time period prior to the date the Adjudicating Authority grants its approval under Section 31. 12. The relevant part of the Ghanshyam Mishra judgment(supra) in this regard is given below: “61.

All these details are required to be contained in the information memorandum so that the resolution applicant is aware, as to what are the liabilities, that he may have to face and provide for a plan, which apart from satisfying a part of such liabilities would also ensure, that the Corporate Debtor is revived and made a running establishment. The legislative intent of making the resolution plan binding on all the stake-holders after it gets the seal of approval from the Adjudicating Authority upon its satisfaction, that the resolution plan approved by CoC meets the requirement as referred to in sub-section (2) of Section 30 is, that after the approval of the resolution plan, no surprise claims should be flung on the successful resolution applicant. The dominant purpose is, that he should start with fresh slate on the basis of the resolution plan approved. 62. This aspect has been aptly explained by this Court in the case of Committee of Creditors of Essar Steel India Limited through Authorised Signatory (supra). “107. For the same reason, the impugned NCLAT judgment [Standard Chartered Bank v. Satish Kumar Gupta, 2019 SCC OnLine NCLAT 388] in holding that claims that may exist apart from those decided on merits by the resolution professional and by DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P.

(IB) NO. 1231/KB/2019 the Adjudicating Authority/Appellate Tribunal can now be decided by an appropriate forum in terms of Section 60(6) of the Code, also militates against the rationale of Section 31 of the Code. A successful resolution applicant cannot suddenly be faced with “undecided” claims after the resolution plan submitted by him has been accepted as this would amount to a hydra head popping up which would throw into uncertainty amounts payable by a prospective resolution applicant who would successfully take over the business of the corporate debtor. All claims must be submitted to and decided by the resolution professional so that a prospective resolution applicant knows exactly what has to be paid in order that it may then take over and run the business of the corporate debtor. This the successful resolution applicant does on a fresh slate, as has been pointed out by us hereinabove. For these reasons, NCLAT judgment must also be set aside on this count.”

13. It is to be noted that the primary goal of a resolution plan as well as the sale of a Corporate Debtor as a going concern remains the same i.e revival of the Corporate Debtor’s business. The struggles faced by the purchaser during the sale of a Corporate Debtor as a ‘going concern’ and that of the Successful Resolution Applicant are similar, if not the same. As such, comparable reliefs and concessions ought to be granted in both cases. As such, the law laid down in Ghanashyam Mishra (Supra) ought to be made applicable to cases in which the Corporate Debtor has been sold as ‘going concern’.

14. Further, in Nitin Jain (supra), the Hon’ble High Court of Delhi has held as follows: “4 9 .Undisputedly and as has been explained in the decisions of the Supreme Court noticed above, maximization of value

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 would be clearly impacted if a resolution applicant were asked to submit an offer in the face of various imponderables or unspecified liabilities. The amendment to sub-Section (1) of Section 31 and the introduction of Section 32A undoubtedly seek to allay such apprehensions and extend an assurance of the resolution applicant being entitled to take over the corporate debtor on a fresh slate. Section 32A assures the resolution applicant that it shall not be held liable for any offense that may have been committed by the corporate debtor prior to the initiation of the CIRP. It similarly extends that warranty in respect of the properties of the corporate debtor once a resolution plan stands approved or in case of a sale of liquidation assets.”

15. At this juncture, it is pertinent to refer to the decision of the Hon’ble National Company Law Appellate Tribunal (NCLAT) in the matter of Jasamrit Designers Pvt. Ltd. vs. Mr. Gian Chand Narang & Anr. the Appellate Tribunalhas in paragraph 10 allowed the filing of application before the Adjudicating Authority for the purpose of claiming relief/concessions/direction which “may be necessary for operationalisation of the Corporate Debtor as per terms and conditions of the process document”.

16. However, the following paragraph of the said judgment specifies in this regard that the successful bidder can only make such prayers for reliefs and concessions which are in accordance with the terms and conditions of the process document and not such prayers which are “too elaborate and general”. Paragraphs 10 and 11 of Jasamrit Designers Pvt. Ltd. (supra) being contextual are reproduced hereinafter: “10. In view of the subsequent facts and notices brought on record by the Appellant and other terms and conditions of the process

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 document as extracted, we are of the view that ends of justice will be served in granting liberty to file an Application before the Adjudicating Authority claiming reliefs/concessions/directions which may be necessary for operationalisation of the Corporate Debtor as per terms and conditions of the process document. 11. We may also observe that prayers which were included in I.A. No. 3207 of 2022 were too elaborate and general prayers which cannot be made by a Successful Bidder who have been declared as Successful Bidder. Successful Bidder on e-Auction of the Corporate Debtor as a going concern can make only such prayers for reliefs/concessions which are commensurate and in accordance with the terms and conditions of the process document. Prayers in general in a very wide term as contained in I.A. No. 3207 of 2022 may not require any consideration by the Adjudicating Authority.”

17. The Applicant has prayed for consideration of the following reliefs and concession which we dispense of in the following manner:

S.N Particulars of the Remarks Relevant o reliefs and Provision/ concessions prayed Precedents 1. Direction be issued Granted. Nitin Jain, that the Date of the Since it is sale as a going Liquidator of Issuance of the Sale concern, the Applicant PSL Ltd. vs. Certificate in favour (liquidator) is not to be Lucky of the Respondent by saddled with the liabilities Holdings the Applicant existing prior to the Effective Pvt. Ltd. – pursuant to the Final Date. The Applicant shall not 2021 SCC Order of this Hon'ble be responsible for any other

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 Tribunal and Deposit claims, liabilities or Online NCLT of the Full Sale obligations, under any 3108 Consideration guarantees, etc. payable by Amount by the the Corporate Debtor as on Respondent with the this date to the creditors or Applicant should be any stakeholders including treated as the Date of the Government dues. All the Approval/Confirmati liabilities of the Corporate on of Sale of the Debtor as on date stands Corporate Debtor as extinguished, qua the a Going Concern by Successful Bidder. this Hon'ble Tribunal.

2. Direction be issued Granted, subject to payment Gaurav Jain that on the date of of renewal fees, if any, to the V/s Sanjay Issuance of Sale licensing authorities. Gupta – 2021 Certificate by the SCC Online Liquidator, i.e., the NCLT 489. Effective Date, all rights, title and interest in whole and every part of the Corporate Debtor including but not limited to intellectual property rights, free from security encumbrance, claim, interest, counter

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 claim or any demur belonging to Corporate Debtor shall continue to vest in the Corporate Debtor.

3. Direction be issued Granted as per law. Gaurav Jain that upon the V/s Sanjay Effective Date all Gupta and rights and Nitin Jain, entitlements of Liquidator of claims or demands PSL Ltd. vs. made by or liabilities Lucky or obligations owed Holdings Pvt. or payable to, the Ltd. Financial Creditors, Operational Creditors, Employees, Workmen including claims related to their social security contributions, Suppliers, Governmental Agencies, Tax Authorities including GST, Income-Tax Liabilities, VAT

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 Liabilities, Excise Liabilities, Service Tax Liabilities, Withholding Tax Liabilities etc., including any Interest, Fines, Penalties, Fees, Cess, Surcharge similar Assessments etc., or Payable, whether filed/admitted/verifi ed or not, due or contingent, asserted or unasserted, crystallized or uncrystallized, known or unknown, contract, judicial/proceedings, or undisputed, quasi-judicial disputed present ог future, including any liability arising out of noncompliance of provision of any laws, rules, regulations, directions, notifications,

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 circulars, guidelines, policies, licenses, approvals, consents or permissions as applicable on the Corporate Debtor, or reports as applicable on the Corporate Debtor, for the period up to the Effective Date, shall stand permanently and fully satisfied for the Corporate Debtor acquired by the Successful Auction Purchaser, and shall be handled/extinguishe d by the Liquidator in accordance with section 53 of IBC2016. Further, the Successful Auction Purchaser and/or the Corporate Debtor shall at no point of time, directly or indirectly, have any other obligation,

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 liability or duty (whether financial, contractual, performance or otherwise) in relation thereto 4. Direction be issued Granted as per law. Gaurav Jain that upon the V/s Sanjay Effective Date, all Gupta and rights, entitlements, Nitin Jain, claims, demands, Liquidator of liabilities, of PSL Ltd. vs. obligations owed or Lucky payable to the Holdings Pvt. Financial Creditors, Ltd. Operational Employees, Workmen (including Creditors, claims related to social security contributions), Suppliers, Governmental Agencies, Tax Authorities (including GST, Income Tax Liabilities, VAT Liabilities, Excise

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 Liabilities, Service Tax Liabilities, withholding Tax Liabilities, etc.), including any Interest, Fines, Penalties, Fees, Cess, Surcharge, or similar Assessments Payable, nether filed/admitted/verifi ed or not, due or contingent, asserted or unasserted, crystallized or uncrystallized, known arising from or unknown, contract, disputed judicial/quasi-judicial proceedings, or undisputed, present or future, shall stand permanently and fully satisfied for the Corporate Debtor acquired by the Successful Purchaser. These DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 Auction shall be handled/ extinguished by the Liquidator in accordance with Section 53 of the IBC 2016. Furthermore, the Successful Auction Purchaser and/or the Corporate Debtor shall not have any further obligation, liability, or duty (whether financial, contractual, performance, or otherwise) in relation thereto. 5. On the Effective Date, Granted as per law. any liabilities, claims, demands, capital contributions, or other financial including commitments, corporate guarantees, pledges of shares, or any security interests

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 created or provided by the Corporate Debtor on behalf of or for its subsidiary companies, associate companies, group companies, and/or their respective affiliates or shareholders, which exist prior to the Effective Date and may be invoked before or after the Effective Date, shall stand irrevocably and unconditionally waived and extinguished.

6. On the Effective Date, Granted. the remaining liabilities (including all liabilities with respect to Taxes) would be extinguished upon disbursement of sale proceeds by Liquidator under

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 Section 53 of the Code. 7. On and from the Granted. Gaurav Jain Effective Date, all V/s Sanjay financial and Gupta (Supra) pecuniary liabilities of the Corporate Debtor, (including without limitation, any penalty, whether contingent, assessed, known or unknown, interest fines or fees and any other liabilities and/or obligations which may have a financial impact) in relation to any period prior to the Effective Date shall be deemed to be extinguished, whether accepted by the Successful Auction purchaser or not in full or part and the same shall not be recoverable in any form or manner whatsoever from the DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 Corporate Debtor or the Successful Auction purchaser, successors or assignees.

8. Direction be issued Granted. Gaurav Jain that all the V/s Sanjay subsisting consents, Gupta (Supra) licenses, approvals, rights, entitlements, benefits and privileges whether under law, contracts, leases, granted in favour of Corporate Debtor or to which the corporate debtor is entitled to shall, notwithstanding any provision to the contrary in their terms irrespective commencement Insolvency/of the of liquidation process shall under the Code, in relation to the Corporate Debtor be deemed to continue

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 without disruption, for benefit of the Corporate Debtor and additional licenses, registrations and consent required by the Corporate Debtor, if any, be made available immediately. A direction be issued that any non-compliance or any liability (current or prospective) towards any non-compliance of provisions of any law, rules, regulations, directions, notifications, circulars, guidelines, policies, licenses, approvals, consent or permissions (including with respect to taxes) for the period up to the Effective Date shall

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 stand satisfied and no claim, liability, pecuniary ог otherwise shall be prescribed in relation to any such Non Compliances and they shall deemed to be extinguished.

9. Direction be issued Granted. Gaurav Jain that the Corporate V/s Sanjay Debtor and/or Gupta (Supra) Successful Auction Purchaser shall have a right to review and terminate any contract that was entered into prior to the commencement of the Corporate Insolvency Resolution Process of the Corporate Debtor. 10. Direction be issued Granted as per law. a. Gaurav that all inquiries, Jain V/s investigation and Sanjay Gupta Proceedings b. Nitin Jain, (including in relation Liquidator of DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 to or on account of PSL Ltd. vs. Tax), whether civil or Lucky criminal, suits, Holdings Pvt. claims, disputes, Ltd. interests and c. damages in Ghanashyam connection with the Mishra and Corporate Debtor or Sons pvt ltd v. the affairs of the Edelweiss Corporate Debtor Asset (other than against Reconstructio Promoters the n company Erstwhile former or Ltd members of the management of the Corporate Debtor), pending or threatened, present or future in relation to any period prior to the Effective Date shall stand discharged and terminated. 11. Debtor or the affairs Granted. a. Gaurav of the Corporate Jain V/s Debtor (other than Sanjay Gupta against Promoters b. Nitin Jain, the Erstwhile former Liquidator of or members of the PSL Ltd. vs.

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 management of the Lucky Corporate Debtor), Holdings Pvt. pending or Ltd. threatened, present c. or future in relation Ghanashyam to any period prior to Mishra and the Effective Date Sons pvt ltd v. shall stand Edelweiss discharged and Asset terminated. Reconstructio n company Ltd 12. On and from the Granted as per law. a. Gaurav Effective Date, all Jain V/s inquiries, Sanjay Gupta investigations, b. Nitin Jain, proceedings, actions Liquidator of by the Central PSL Ltd. vs. Bureau of Lucky Investigation (CBI) Holdings Pvt. and Enforcement Ltd. Directorate, FEMA c. Authorities, Ministry Ghanashyam of Corporate Affairs, Mishra and Revenue Intelligence Sons pvt ltd v. Department, or any Edelweiss other government Asset investigating pending Reconstructio or authorities, n company threatened, present Ltd

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 or future, in connection with the Corporate Debtor pertaining to any period prior to the Effective Date or arising on account of the acquisition shall be deemed to be withdrawn or dismissed or cancelled.

13. On and from the Granted as per law. a. Gaurav Effective Date, all Jain V/s financial pecuniary Sanjay Gupta liabilities and of the b. Nitin Jain, Corporate Debtor, Liquidator of (including without PSL Ltd. vs. limitation, any Lucky penalty, whether Holdings Pvt. contingent, assessed, Ltd. known or unknown, c. interest fines or fees Ghanashyam and any other Mishra and liabilities and/or Sons pvt ltd v. obligations which Edelweiss may have a financial Asset impact) in relation to Reconstructio any period prior to DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 the Effective Date n company shall be deemed to be Ltd extinguished, whether accepted by the Successful Auction Purchaser or not in full or part and the same shall not be recoverable in any form or manner whatsoever from Corporate Debtor or the Successful Auction purchaser, their successors or assignees.

14. On and from the Granted. a. Gaurav Effective Date, any Jain V/s non-compliance of Sanjay Gupta provisions of any b. Nitin Jain, laws, rules, Liquidator of regulations, PSL Ltd. vs. notifications, Lucky directions, circulars, Holdings Pvt. guidelines, policies, Ltd. licenses, approvals, c. consents or Ghanashyam permissions prior to Mishra and the NCLT order date Sons pvt ltd v.

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 shall be deemed to be Edelweiss extinguished. Asset Reconstructio n company Ltd 15. On and from the Granted. a. Gaurav Effective Date, all Jain V/s consents, licenses, Sanjay Gupta permissions, b. Nitin Jain, approvals, rights, Liquidator of entitlements, PSL Ltd. vs. benefits. and Lucky privileges whether Holdings Pvt. under law, contract, Ltd. lease or license, c. required by the Ghanashyam Corporate Debtor for Mishra and its operations which Sons pvt ltd v. have expired and not Edelweiss renewed shall be Asset deemed to be Reconstructio renewed or revived, n company including but not Ltd limited to the Pollution and Environment Clearances and Waivers from the Pollution Control Board as well as DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 Ground Clearances and Water Sourcing Permissions in case of Factory / Fire Licenses. 16. Direction be issued Granted. a. Gaurav that on and from the Jain V/s Effective Date, the Sanjay Gupta status of the b. Nitin Jain, Corporate Debtor in Liquidator of the records of the PSL Ltd. vs. Registrar of Lucky Companies be Holdings Pvt. reflected as 'Active' Ltd. from the status of c. 'Liquidation' and the Ghanashyam Applicant be directed Mishra and to file an Application Sons pvt ltd v. and / or the Relevant Edelweiss Forms before the Asset Registrar of Reconstructio Companies and the n company Ministry of Corporate Ltd Affairs as well as before the Revenue Intelligence Department, to restore the Status of the Corporate Debtor as an "Active

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 Company" and Ministry of Corporate Affairs may be directed to extend cooperation as and when required. 17. Direction be issued to Granted. Registrar of Companies to adopt the amended Memorandum and Articles of Association of the Corporate Debtor as revised by the Successful Auction Purchaser. 18. Direction be issued to Granted but subject to permit the Successful payment of renewal fees of Auction permissions, applicable. approvals, rights, entitlements, benefits and privileges whether under law, contract, lease or license, required by the Corporate Debtor for its operations which have expired and not renewed

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 shall be deemed to be renewed or revived, including but not limited to the Pollution and Environment Clearances and Waivers from the Pollution Control Board as well as Ground Water Clearances and Water Sourcing Permissions in case of Factory / Fire Licenses. 19. Direction be issued Granted as per law. a. Gaurav that on and from the Jain V/s Effective Date, the Sanjay Gupta status of the b. Nitin Jain, Corporate Debtor in Liquidator of the records of the PSL Ltd. vs. Registrar of Lucky Companies be Holdings Pvt. reflected as 'Active' Ltd. from the status of c. 'Liquidation' and the Ghanashyam Applicant be directed Mishra and to file an Application Sons pvt ltd v. and / or the Relevant Edelweiss

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 Forms before the Asset Registrar of Reconstructio Companies and the n company Ministry of Corporate Ltd Affairs as well as before the Revenue Intelligence Department, to restore the Status of the Corporate Debtor as an "Active Company" and Ministry of Corporate Affairs may be directed to extend cooperation as and when required. 20. Direction be issued Granted as per law. to Registrar of Companies to adopt the amended Memorandum and Articles of Association of the Corporate Debtor as revised by the Successful Auction Purchaser. 21. Direction be issued to Granted as per law. permit the Successful

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 Auction Purchaser to shift the registered office of the Corporate Debtor from the present location to the location as per the request of the Respondent and the Registrar of Companies the directed to approve/accept the same without any approval of shareholders or any further formalities. 22. On and from the Granted as per law. a. Gaurav Effective Date, the Jain V/s existing officials of Sanjay Gupta the Corporate b. Nitin Jain, Debtor, past Liquidator of bankers, PSL Ltd. vs. consultants, Lucky advisors, experts, Holdings Pvt. auditors under Ltd. various laws to c. cooperate under Ghanashyam various laws and Mishra and standards, Sons pvt ltd v.

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 advocates, as Edelweiss engaged by Corporate Asset Debtor and its Reconstructio subsidiary(ies), to n company unconditionally Ltd cooperate and support in providing such information and explanations which he/they is/are reasonably expected to possess or know with respect to the Corporate Debtor and its subsidiary(ies) and such right shall be available notwithstanding anything contained in any law for the time being in force providing for protection of privileged communication made by and with them. 23. On and from the Granted as per law. Ghanashyam effective date, the Mishra and DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 Name of the Sons pvt ltd v. Corporate debtor Edelweiss shall be removed Asset from the defaulter Reconstructio lists with credit n Company Information companies Both in India and abroad, RBI, Information Utilities under the Insolvency and Bankruptcy Code, 2016 wilful defaulter list if any etc, and to treat the Account of the Corporate Debtor as Standard and Banks and other Financial Institutions to take necessary steps in this regard, if required. 24. Direction that any Granted as per law. a. Gaurav bond, surety, Jain V/s guarantee, power of Sanjay Gupta attorney, b. Nitin Jain, agreements, Liquidator of undertakings PSL Ltd. vs. contract, obligations, Lucky Issued or entered into

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 by the Corporate Holdings Pvt. Debtor whether Ltd. partly executed or c. not executed, either Ghanashyam in India or outside Mishra and India before the Sons pvt ltd v. Effective date shall Edelweiss stand automatically Asset cancelled and Reconstructio permanently revoked n company if the Corporate Ltd Debtor so desires. 25. Direction that the Granted as per law. a. Gaurav Corporate Debtor Jain V/s shall not be Sanjay Gupta responsible for b. Nitin Jain, payment obligations Liquidator of under any orders of PSL Ltd. vs. court or tribunals Lucky that have been Holdings Pvt. passed against the Ltd. Corporate Debtor c. prior to the Effective Ghanashyam Date and for which Mishra and no claim has been Sons pvt ltd v. lodged with the Edelweiss Liquidator. Asset Reconstructio n company Ltd

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 26. Direction be issued Granted as per law. a. Gaurav that the Sale of the Jain V/s Corporate Debtor as Sanjay Gupta a Going Concern b. Nitin Jain, shall be binding on Liquidator of all Utility Providers PSL Ltd. vs. and all the Utility Lucky Providers shall Holdings Pvt. continue to supply Ltd. the utilities/resume c. to supply the utilities Ghanashyam to the Corporate Mishra and Debtor, as may be Sons pvt ltd v. required for Edelweiss operations of the Asset Corporate Debtor Reconstructio and any Security n company Deposit lying with Ltd any Utility Provider shall be deemed to be as that of the Successful Auction Purchaser as on the Effective Date.

27. Direction be issued to Granted as per law. a. Gaurav the Land Revenue Jain V/s Department or the Sanjay Gupta Development b. Nitin Jain, Corporation that any Liquidator of DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 prior period - Lease PSL Ltd. vs. Rent, Khajna, Land Lucky Revenue, Taxes, etc., Holdings Pvt. related to the Ltd. Leasehold / Freehold c. Land of the Corporate Ghanashyam Debtor situated at Mishra and Plot No.1596, Road Sons pvt ltd v. No.7, MouzaHinoo, Edelweiss Jaganathpur, Asset Jharkhand Waived Reconstructio Off. Hawai Nagar, PS n company Ranchi, 834003, be Ltd waived off. 28. Direction be issued to Granted. a. Gaurav the Land Revenue Jain V/s Department or the Sanjay Gupta Development b. Nitin Jain, Corporation that the Liquidator of Mutation Charges PSL Ltd. vs. and other Ancillary Lucky Charges, related to Holdings Pvt. the Leasehold / Ltd. Freehold Land of the c. Corporate Debtor Ghanashyam situated at Plot Mishra and No.1596, Road No.7, Sons pvt ltd v. Hawai Nagar, Mouza- Edelweiss Hinoo, PS Asset Jaganathpur, Reconstructio

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 Jharkhand Waived n company Off. Ltd 29. Direction be issued Granted. a. Gaurav that as on the Jain V/s Effective Date, the Sanjay Gupta name of the b. Nitin Jain, Promoter/Director of Liquidator of the Corporate Debtor PSL Ltd. vs. be modified to the Lucky newly Inducted Holdings Pvt. Directors of the Ltd. Successful Auction c. Purchaser, in the Ghanashyam records of Land Mishra and Revenue Department Sons pvt ltd v. or the Development Edelweiss Corporation for Asset Mutation, Reconstructio Conversion, Land n company Revenue, Layouts, Ltd Surveyor Reports, Certificates. 30. Direction be issued to Granted as per law. the District Transport Office, Ranchi, to Waive Off the Past Tax Dues up to the Effective Date and also, Correct the Records per se the DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 Ownership of such Vehicles to the name of the Corporate Debtor. 31. Direct on and from Granted. a. Gaurav the Effective date, all Jain V/s the Existing Shares Sanjay Gupta of the Corporate b. Nitin Jain, Debtor including Liquidator of Shares held by the PSL Ltd. vs. Public Shareholders Lucky shall be extinguished Holdings Pvt. without any Ltd. consideration, and the rights and liabilities arising out of the same shall also be extinguished and the Registrar of Companies be directed to Approve Cancellation/Allotme nt of Shares without any Approval of Shareholders. 32. Direction be issued to Granted, in accordance with the GST Department law. to extend cooperation in the renewal of all the GST numbers

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 that were in the name of the Corporate Debtor registered in different states so that the Operation of the Corporate Debtor can be started again and the available input if any can be utilized for the operations of the corporate debtor. 33. Directions be issued Granted as per law. that the compliances under the applicable law for all the statutory appointments of the Corporate Debtor including but not limited appointment of to the statutory auditors, company secretary, KMP, others, etc. will be complied within a period of 12 (Twelve Months) from the Effective date and the non-compliance for DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 appointment for 12 months shall be deemed to be waived off/condoned. 34. On and from the Granted as per law. Effective Date, the existing officials of the Corporate Debtor, past bankers, consultants, advisors, experts, auditors under various laws to cooperate under various laws and standards, advocates, as engaged by Corporate Debtor and its subsidiary(ies), to unconditionally cooperate and support in providing such information and explanations which he/they is/are reasonably expected to possess or know with respect to the DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P.

(IB) NO. 1231/KB/2019 Corporate Debtor and its subsidiary(ies) and such right shall be available notwithstanding anything contained in any law for the time being in force providing for protection of privileged communication made by and with them. 35. Direction be issued Granted, the liquidator shall Orissa that on and from the prepare and sign all the Metaliks Pvt. Effective Date, the necessary forms and Ltd v. Divine board of directors of applications along with Alloys & the Corporate Debtor applicable fee with the Power Co. Ltd be reconstituted by registrar of companies. removing the board of directors and appointing the new board nominated by the Successful Auction Purchaser subject to affidavit and undertaking that he new board of DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 directors are not disqualified under section 29A of the Code. 36. Direction be issued Granted, the liquidator shall Orissa that the erstwhile prepare and sign all the Metaliks Pvt. Directors of the necessary forms and Ltd v. Divine Corporate Debtor applications along with Alloys & namely: applicable fee with the Power Co. Ltd a. Kamaraj registrar of companies.

Ravikumar DIN:07236213 b. Dipankar Panda- DIN: 06833507 c. Abbhijet Gagh 01993457 DIN: d. Alireza Afzal Thaver DIN: 00158868 e. Neeshchal Naval Mehta DIN: 00128406 are removed from the board of directors of the Corporate Debtor on the Effective Date and appropriate instructions are

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 issued to ROC, Kolkata. 37. Direction be issued Granted, the liquidator shall Orissa that the New prepare and sign all the Metaliks Pvt. Directors of the necessary forms and Ltd v. Divine Corporate Debtor applications along with Alloys & from the Effective applicable fee with the Power Co. Ltd Date, as proposed by registrar of companies. Successful Auction Purchaser would be: a. Mr. Gyan Prakash Sahu PAN No. ADAPS1027L b. Mr. Shaurya Prakash PAN No. GKGPP2212B 38. Direction be issued Granted, the liquidator shall a. Gaurav that the Liquidator be prepare and sign all the Jain V/s empowered and necessary forms and Sanjay Gupta permitted to issue applications along with Equity Shares to the applicable fee with the b. Rungta extent decided by the registrar of companies Sons Private Successful Auction Limited v. Purchaser of the Jhunjhunwal Corporate Debtor a Liquidator, and the same shall be of Abhijeet subscribed by the Integrated Successful Auction Steel Limited. Purchaser or any of DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 its nominee subject to compliance with Section 29A of the Code, in view of the "Liquidation Sale Amount" received by the Liquidator in the Liquidation account of the Corporate Debtor. 39. Direction be issued The Applicant may approach Gaurav Jain that as the Sale of the the concerned authority would V/s Sanjay Corporate Debtor as consider such request under Gupta Supra. a going concern is the Income Tax Act. akin to the implementation of a Resolution Plan under the Corporate Resolution Insolvency Process, all attendant benefits, privileges and exemptions under various laws, including under the taxation law, shall be applicable to the Corporate Debtor upon sale to the Successful Auction

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 Purchaser, including but not limited to benefit of any tax holiday, exemption, deduction, carry forward of losses of any prior years and set-off against the income of any financial year as available to the Corporate Debtor, even in an eventuality where the Corporate Debtor does not remain listed in future, more so in view of compliance of the provisions of Section 79 (2) (c) of the Income Tax Act, 1961, which apply mutatis mutandis to the Sale of the Corporate Debtor undergoing concern under Liquidation. 40. Direction be issued Granted in accordance with that the Corporate law.

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 Debtor and/or the Successful Auction Purchaser shall be granted an exemption from all Taxes, levies, surcharges, cess, fees, transfer charges, transfer premiums, and such charges that arise from or related to implementation of sale of corporate debtor as a going concern under liquidation. 41. Direction may be Granted. Gaurav Jain issued allowing the Liquidator/Applicant V/s Sanjay filling of return of Corporate Debtor shall have Gupta Supra Income Tax/or the liberty to make necessary Revised Return of accounting entries for the Income for the smooth transmission and assessment year clearing the balance sheet./ prior to the effective date without any penalty or costs. 42. Direction may be Granted. Rungta Sons issued directing the The Applicant shall make Private relevant tax necessary applications to the Limited v.

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 authorities to allow concerned authorities, if Rachna 'setting off' of Losses required. Jhunjhunwal and unabsorbed a, Liquidator Depreciation for the of Abhijeet purpose of Integrated Computation of Book Steel Limited Profit as permitted (in Under Sec 115JB of Liquidation) the Income Tax Act, (Supra) 1961. 43. Direction may be Granted. Rungta Sons issued directing the The Applicant shall make Private relevant tax necessary applications to the Limited v. authorities to provide concerned authorities, if Rachna an exemption from required. Jhunjhunwal any Tax Liabilities in a, Liquidator terms of sec 115JB of of Abhijeet Income Tax Act 1961. Integrated Steel Limited (in Liquidation) (Supra) 44. Direction may be Granted. issued directing the The Applicant shall make relevant tax necessary applications to the authorities that any concerned authorities, if Write Back/written required. down of liabilities of the Corporate Debtor shall not be treated

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 as taxable income of the Corporate Debtor/Respondent under the Income Tax Act, 1961 and any such write-offs shall be allowed as a tax deduction in the year of such write off. 45. Direction be issued Granted. a. Gaurav that the Respondent Liquidator/Applicant/Corpro Jain v. Sanjay shall be at liberty to ate Debtor shall have the Gupta (Supra) take all the steps liberty to make necessary b. Rungta required to make accounting entries for the Sons Private accounting entries smooth transmission and Limited v. for the smooth clearing the balance sheet. Rachna transmission and Jhunjhunwal clearing the balance a (Supra) sheet. 46. No disability in terms Granted as per law. of Section 29A of the Code for any defaults made by the corporate subsidiaries. debtor's subsidiaries. 47. Direction may be Granted as per law. issued that the exemption/relaxatio n provided under

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 Regulation 158 (2) and 170 of SEBI (Issue of Disclosure Capital and Requirement) Regulations, 2018 and under Regulation 3(2) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2018, under Rule 19A (5) of the Securities Contracts (Regulation) Rules 1995 and under Regulation 31A of the SEBI (Listing and Disclosure Regulations, Obligations) 2015 for reclassification of promoters and public shareholders available to a successful resolution applicant for a resolution plan under corporate insolvency

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 resolution process approved by this Hon'ble Tribunal, shall apply mutatis mutandis to sale of the corporate debtor as a going concern under liquidation. 48. That necessary Granted as per law. exemption be provided to the Corporate Debtor from adding the words "and reduced" in its name, as required under the provisions of Companies Act, 2013. 49. That all claims of the Granted as per law. Corporate Debtor against third parties and its related parties outstanding, shall remain due and recoverable in accordance with their respective terms. Further, the Corporate Debtor

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 shall be the sole beneficiary of any amount recovered by the Corporate Debtor post-acquisition, previously written off by the Corporate Debtor and the Corporate Debtor/Successful Auction Purchaser shall have full right to recover/ proceed against the party, whose account is recoverable in the books of Corporate Debtor as on the Effective Date and it shall be the sole beneficiary of the amount so recovered. 50. Direction be issued to Granted as per law. the Ministry of Corporate Affairs (MCA) and Registrar of Companies, Kolkata (ROC) that the charges registered with them

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 in respect of encumbrances over the assets of the Corporate Debtor shall be satisfied upon the completion of the sale of the Corporate Debtor as a going concern, and that the order passed by this Hon'ble Tribunal shall be sufficient proof for the Successful Bidder to satisfy the charge on secured assets with records of MCA, ROC and other statutory and regulatory authorities.

51. The Corporate Debtor Granted as per law. shall be at liberty to rationalize the employee strength of the Corporate Debtor in order to keep it as a going concern

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 52. Direction be issued Granted as per law. that the assets not included in the sale process, as defined in the E-Auction Memorandum Information document, being proceeds if any out of the Application filed under Sections 43, 45, 49, 66 under IBC 2016 (preferential transaction, avoidance undervalued transactions creditors, of transaction, defrauding fraudulent transactions) shall not form of the E- Auction sale and proceeds if any shall be deposited in the Liquidation Account. Any cost legal or other as the case may be in regard to such

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 application shall be payable out of Liquidation Account. 53. The Liquidator shall Granted as per law. continue to hold the Bank Account with Kotak Mahindra Bank named "Jharkhand Mega Food Park Private Limited -In Liquidation" till the entire proceeds received from the Successful Bidder are distributed to the Creditors in accordance with Section 53 of the Code. Further, a Direction be given that Liquidator is empowered to issue Directions to the Banks to change the Operating Signatories of other Bank Accounts of the Corporate Debtor, wherever required.

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019 54. Direct that the Granted as per law. Corporate Debtor and/or the Successful Auction Purchaser shall be at liberty to seek remedy if any available before the Hon'ble Tribunal to address any difficulties faced with respect to Implementation of the Acquisition of the Corporate Debtor as a Going Concern.

12. With the above directions, IA(IB)No. 210/KB/2025 in C.P (IB) No. 1231/KB/2019 is disposed of.

13.The registry is directed to send e-mail copies of the order forthwith to the board and all the parties and their learned counsel for information and for taking necessary steps. 14. Certified copies of this order, if applied for with the Registry of this Adjudicating Authority, be supplied to the parties upon compliance with all requisite formalities.

DIVISION BENCH, COURT NO. I KOLKATA I.A (IB) NO. 210 OF 2025 IN C.P. (IB) NO. 1231/KB/2019

Cmde Siddharth Mishra Bidisha Banerjee Member (Technical) Member (Judicial)

This Order is signed on 30th Day of April 2025. Tiwari, V. (LRA)