In the matter of Maa Durga Flour Mills Private Limited IA (IB) No.24-CB-2021 in TP No.38-CTB-2019

IA (IB) No.24lCB /2021 tn TP No.38 /CTB/2019 [Earlier CP (IB) No,1289/KB/2018] In the matter of, An application under section 30(6)for approval of Resolution Plan under section 31(1) of the Insolvency and Bankruptcy Code, 2016 and In the rnatter of TP No.38 /CTB/2019 [Earlier CP (B) No,1289/KB/20181 Bank of India, a body corporate constituted under the Banking Companies (Acquisition andTransfer of Undertaking Act, L970) having its Head Office at Star House-l, C-5, G-Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra, and having its office at Bank of India, Bhubaneswar Zonal Office, Star House, Jaydev Vihar, Nayapalli, Bhubaneswar, Odisha-751015 and also at Branch Office at Ranihat Branch, Bajrakabati Road, Cuttack, Odisha-751015 ... Financial Creditor Versus Maa Durga Flour Mills Private Limited, a company incorporated under the Provision of Companies Act, 1956 having its Registered office at Karapari, Kotsahi (Tangi), Cuttack, Odisha-7 54022 ...Corporate Debtor and In the matter of, IA (IBlNo.24/CB/2021 Sambhutal Agarwal, Resolution Professional of Maa Dwga Flour Mills Private Limited .Applicant/Resolution Professional. .

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IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /2018] In res; Resolution Plan of Maa Durga Flour Mills Private Limited

Coram: Shri Rajasekhar V.K. Member (Judicial) Shri Satya Ranjan Prasad Member (Technical)

Appearances (throagh video conferencing) : For the Applicant/RP Mr. Patita PabanBishwal, Adv. : Mr Sambhulal Agarwal, RP in person

Order reserved onz 22.09.2021 Order pronounced on: 01.11.2021

ORDER Per: Rajasekhar V.K., Member (ludicial)

1. This Court convened viavideoconference.

Introduction 2, The present application has been filed by Mr. Sambhulal Agarwal, Resolution Professional ('RP') in the matter of Maa Durga Flour Mills Private Limited, under Corporate Insolvency Resolution Process ('CIRP'), under Section 30(6) of Insolvency arLd Bankruptcy Code, 2016 for approval of Resolution Plan in respect of the Corporate Debtor. 3, The Corporate Debtor is under CIRP vide Ordet dated04.09.2019, andthe present Applicant was initially appointed as the Interim Resolution Professional (IRP) of the Corporate Debtor. The Applicant was confirmed as the (RP) at the 2d meeting of the Committee of Creditors (CoC).

Condact of the CIRP e4

IN THE NATIONAL COMPANY LAW TzuBUNAI. CUT'|ACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2079 [Earlier CP (IB) No.1289lKB /2018) In res: Resolution Plan of Maa Durga Flour Mills Private Limited

4. On an application by the Resolution Professional, this Adjudicating Authority had, vide Order dated 02.03.2020, extended CIRP period by 90 days commencing from the same date, i.e.,02.03.2020. 5. The Resolution Professional appointed t'wo set of valuers as required under regulation 27. A summary of the valuation determined is as below-

Class of Assets Fair Value Liquidation Value Land 1,83,00,000.00 1,46,40,000.00 Building 2,82,92,251.00 1,98,04,575.50 Plant & 64,58,000.00 45,26,500.00 Machinery Financial Assets 2,54,07,894.00 2,26,40,940.50 Total 7,84,52,145.50 6,16,12,016.00

6. During the course of the insolvency Resolution Process, twelve meetings of the CoC were conducted as follows:

S1 Meeting Dated. No. 1. 1rt 01't October,2019 2. 2d 04th November,2019 Ja. 3'd 16th December,2019 4. Arh 77th January,2020 5. 5,h 19'h February,2020 6. 6th 1Oth June,2020 7. 7',h 25th August,2020 8. g,h 14th September,2020 s,4

IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /2018] In res: Resolution Plan of Maa Durga Flour Mills Private Limited

SI Meeting Dated No. 9. gth 30thSeptember, 2020 10. 10,h 14th October,2020 11. 1 1tl', 3'd November,2020 72. l2'h 25th November,2020

7. The RP published Form G on L8.11.2019 in the "The New Indian E)cpress" (English) and "Sambad" (Odia) newspapers, but no Expression of Interest ('EoI') was received. Again, the Applicant with the approval of the CoC republished Form G on 21.12.20L9. No EoI was received till the last date of submission, i.e., tL.01.2020. However, abelated EoI was received on 13.01.2020. The Applicant, with the approval of CoC republished Form- G on 22.0t.2020. The last date for submission of the Resolution Plan was 23.03.2020.

8. The Applicant received EoI from one prospective Resolution Applicant. The prospective Resolution Applicant requested for extension of time for submission of resolution plan by another 15 working days from the last date of submission of resolution plan, i.e,23.03.2020. 9. Meanwhile, PrudentARC Limited, having address at6ll, D Mall, PlotNo. A-1, Netaji Subhash Place Pitampura, New Delhi-l10034, expressed its desire to submit EoI/ Submission of Resolution Plan for Maa Dvrga Flour Mills Pw. Ltd, videthet mail dated 20.03.2020. The same was intimated to the CoC vidematldated20.03.2020. The majority members of the CoC, vide matl dated 2t.03.2020, gaye consent to extend time for submission of resolution plan till 05.05.2020, but subject to ratification of the same by the CoC. I

IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /2018] Inres: Resolution Plan of Maa Durga Flour Mills Private Limited

10. The CoC, at its 6th Meeting held on L0.06.2020 approved with 100% voting rights to republish Form G inviting EoIs for submission of Resolution Plan Corporate Debtor. The applicant published Form G on t4.06.2020 and rn pursuance to the same the applicant receiyed three EoIs from the following persons within the time prescribed: (a) Prudent ARC Limited (b) SREI Multi Assets Investment Trust-Vision India Fund (c) Mrs. Lora Mitra Rath

However, no resolution plan was received within the last day of submission of plan i.e., 15.08.2020. 11. Thereafter, the applicant received a request from Mrs. Lora Mitra Rath to extend the time for submission of Resolution Plan till 12.09.2020. The matter was discussed at the 7fr CoC Meeting held on 25.08.2020 and extended the time for submission of Resolution Plan upto 08.09.2020. t2. Mrs. Lora Mitra Rath submitted her Resolution Plan on 08.09.2020, which was opened on 8fr COC Meeting held on 14.09.2020. The RP submitted compliance report under section 30(2) of Insolvenry and Bankruptcy Code, 2016 on23.09.2020.

13. On30.09.2020, atthe 9th CoC Meeting, the Resolution Plan was deliberated and discussed in detail and all Financial Creditors requested the resolution applicant to submit revised Resolution Plan.

L4, On04.10.2020, Mrs. Lora Mitra Rath submitted a revised Resolution Plan which was further revised on 05.10.2020 and 06.L0.2020. The revisions were discussed at the 10fr Meeting of the CoC on L4.10.2020. Thereafter, on 20.10.2020 and 2t.L0.2020, the Resolution Applicant submitted the revised resolution plan which was discussed at the 11th CoC meeting held on 03.1L.2020. Subsequently, on 07.1t.2020, there was a revision to the IN THE NATIONAL COMPANY LAW TzuBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /20181 In res: Resolution Plan of Maa Durga Flour Mills Private Limited resolution plan at which plaeed an additional condition for release of personal and corporate gvarantees by all the financial creditors (Bank of India, SREI Equipment Finance Ltd,TataCapital Services Ltd). 15. At the 12ft Meeting held on25.Lt.2020, the CoC considered the Resolution Plan submitted by the Resolution Applicant Mrs. Loru Mitra Rath on 08.09.2020 as revised on 04.10.2020 and further revised on 05.10.2020, 06.L0.2020 and07.10.2020 ("the Resolution Plan"), andapproved the same with99.46% votes in favour.

Plan salientfeatures 16. The salient features of the approved Resolution Plan are as follows: - (a) The Resolution Applicant proposes to pay entire CIRP cost to the extent unpaid in priority of any other payments, within 60 days from date of approval of Resolution Plan by the Adjudicating Authority. The Resolution Applicant has estimated the total Insolvency Resolution Process cost at t35.00 lakfi. (b) CIRP cost incurred till the date of approval of Resolution Plan by the Adjudicating Authority shall be apportioned in priority of any other payments out of total consideration. (c) As per the Information Memorandum, no claims of workmen of employees have been admitted by the Resolution Professional, and therefore no payment is envisagedto them in the plan. The Resolution Applicant proposes to continue the services of all the workmen and employees as a going concem. (d) With regard to Secured Financial Creditor, the Resolution Applicant proposes to make fulI and final settlement of dues to the extent of {758.38 lakh to the sole secured Financial Creditor, Bank of India, which has a voting share of 67A1% in the CoC. (e) Resolution Applicant proposes to pay 25o/o of the resolution amount within aperiod of sixty days from the date of approval of the Resolution

IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /20181 In res: Resolution Plan of Maa Durga Flour Mills Private Limited

Plan by the Adjudicating Authority. The Balance Amount shall bepaid in nventy-four monthly instalments commencing from 01.04.2021, as follows:

Repayment Plan Percentage Amount Instahnent 2020-21(upfront) 25.00% 1189.60lakh 2021-22 37.s0% 7284.39lal<h <23,69,958 2022-23 37.50% 7284.39lakh <23,69,958 (0 After Full Payment proposed under the plan, Bank of India will release the Personal and Corporate Guarantees extended by the Promoter Group. (e) Resolution Applicant proposes to pay interest @6.85% per annum to the till Secured Financial Creditor from the cut-off date 3L.03.2021 and @7.85% from 01.04.2021 till the final payment on reducing balance method. (h) Interest payable from cut-off date tilt31.03.2021 shall be charged to a separate account, which will be paid in twelve equal monthly instalments of { 1, 82, 3 33 / - from 0l .04.2021 to 3 1. 03. 20 22. Accumulated interest will carry interest @735%p.a. (1) Balance amount due to Secured Financial Creditor shall be waived on approval of Resolution Plan by the Adjudicating Authority. 0) With regardto unsecured Financial Creditors, the Resolution Applicant proposes to make fu1l and final settlement of dues of the following unsecured creditors in the manner specified below: sl. Financial Creditor Amount to be Yoting No. paid Share 1. SREI Equipment Finance {143.12lalch 32.05o/o Ltd

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IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH lA No.24lCB/2021. in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /2018] In res; Resolution Plan of Maa Durga Flour Mills Pritate Limited

2" Tata Capital Finance Ltd t2.50lakh 053% Total 7145.62lalr}, 32.05% (k) Resolution Applicant proposes to pay 25o/o of the Resolution Amount to SREI within a peiod of 90 days from the date of approval of the Resolution Plan by Adjudicating Authority. The balance amount shall be paid in twenty-four monthly instalments commencing from 0t.04.202L. Repayment Plan Percentage Amount Instalment 2020-21(Within 90 2s.00% {35.78lakh Days) 202r-22 37.s0% t53.67lakh <4,47,250 2022-23 3750% {53.67lakh <4,47,250 TotaI 100.00% Tl43.l2lal<h (1) After full payment proposed under the plan, SREI Equipment Finance Ltd andTata Capital Finance Ltd will release the personal and corporate guarantees extended by the promoter group.

(m)The Resolution Applicant proposes to make payment of t2.50 lakh to Tata Capital Finance Limited against their admitted claim of t36.54 lak*r, which shall bepaidwithin six months from the date of approval of the resolution plan by the Adjudicating Authority. (n) No provision has been made under the plan for any payment to BMW Financial Services Ltd. agatnst their disputed dues of {15.82 lakh and against which no claim has been received by the RP. (o) With regard to other unsecured Financial Creditor who are reLated parties, the Resolution Applicant does not propose any payment to l

IN THE NATIONAL COMPANY LAW TRIBUNAL CUT"|ACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /2018) In res: Resolution Plan of Maa Durga Flour Mills Private Limited them. The entire dues shall be deemed to be waived on approvalof plan by the Adjudicating Authority. (p) In respect of Operational Creditors, the Resolution Applicant proposes to pay amount of {30.57 lakh as fuIl and final settlement of all the operational creditors, excluding statutory dues to be distributed on proportionate basis amongst all as per the claims admitted by the RP. (q) Balance amount due to operational creditors shall be waived on approval of Resolution Plan by the Adjudicating Authority. (r) In regard to statutory liabilities, the Resolution Applicant proposes to pay an amount of ?14.69 lak*r after reaching a settlement with the appropriate authorities within a period of twelve months from the date of approval of Resolution Plan by this Adjudicating Authority. The Applicant states that no claim has been received from the Statutory Authorities as per IM.

Nature of Liability Amount Due Amount proposed EPF V7.44lal<h 77.441a1<h ESI {1.89lakh t1.89lakh VAT {2.92LaL<h V2.92laldt PT {0.10lakh {0.10lakh TDS 72.34lakh 72.34Lat<h Total T14.69laldr t14.69lakh (s) The Resolution Applicant proposes waiver of all interest and penalties levied by the Authorities in respect of the above dues. The Resolution Applicant further proposes that all other dues in respect of statutory liabilities till the date of approval plan by this Adjudicating Authority shall be waived. (t) In regard to Equity Shareholders, the existing shareholding of the company shall be reduced to?45,38,200/ -by way of reducing paid value

IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2027 in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /201,8] In res: Resolution Plan of Maa Durga Flour Mills Private Limited of equity share from {100 / - per share to <20 / - per share and thereafter, by issue of One Fresh Equity share of {100/- for every five Equity Shares held by the existing shareholders. (u) With respect to payment to dissenting Financial Creditors, the Resolution Applicant proposes to affange payment of such amount which shall not be less than liquidation value to dissenting Financial Creditors and such funds will be brought in separately by Resolution Applicant over and above upfront amount proposed under the plan. Plan snapshot 17. The summary of the resolution amounts payable under the Plan is as follows: (Rupees in lakh) Particulars Admitte Final Within On or On or On or d Resolutio 60 days before before before Claims n 3t.03.20 31.03.202 3t.03.202 Amount 27 2 3 CIRP Cost 35.00 35.00 Secured 4636.48 7s8.38 189.60 284.39 284.39 financial creditors Unsecured 2241.05 t45.62 35.78 56.77 53.67 Financial Creditors Other 0.00 770.42 unsecured creditors -related parties Workmen and 0.00 0.00 Employee Dues

IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /2018] In res: Resolution Plan of Maa Durga Flour Mills Private Limited

Particulars Admiue Final Within On or On or On or d Resolutio 60 days before before before Claims n 31.03.20 31.03.202 31.03.202 Amount 2t 2 3 Operational 0.00 30.57 30.57 Creditors Statutory dues 0.00 14.69 14.69 Total 6877.53 984.26 260.38 30.57 355.25 338.06

Statutory compliances 18. The Resolution Applicant has submitted an Affidavit dated 19.07.2021 under section 29A confirming her eligibility to submit a Resolution Plan. 19. The compliance of the resolution plan with the various statutory provisions is mapped as follows:

Section Requirement with respect Clause of Applicati Complian of the to Resolution Plan Resolution on Page CC Code I Plan No (Yes / Regulati No) on No. Section Whether the Resolution Paru 4.3 Pg 52 Yes 2s(2)(h) Applicant meets the no-l1 criteria approved by the CoC havingrcgard to the complexity and scale of operations of business of the CD? Section Whether the Resolution Applicant is eligible to Yes 29/^ submit resolution plan as per final list of Resolution if Professional or Order, any, of the Adjudicating Authority?

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IN THE NATIONAL COMPANY LAW'IRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /2018] In res: Resolution Plan of Maa Durga Flour Mills Private Limited

Section Requirement with respect Clause of Applicati Complian of the to Resolution Plan Resolution on Page ce Code / Plan No (Yes / Regulati No) on No. Section Whether the Resolution Paru 12 Pg- 69 Yes 30(1) Applicant has submitted 28 an afftdavit stating thatit is eligible? Section Whether the Resolution Plan- 30(2) provides for (a) the Para-9.1 62 Yes payment of Page-21 insolvency resolution process costs? provides for (b) the Paru-9.2 63 Yes payment to the Page-21 operational creditors? (c) provides for the Para-9.7 62 Yes payment to the Page-22 financial creditors who did not vote in favour of the resolution plan? provides for (d) the Para-9.3 62 Yes of management the Page-21 affairs of the corporate debtor? provides for (e) the Para-9.4 62 Yes implementation and page 2l of supervision the resolution plan?

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IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /2018] In res: Resolution Plan of Maa Durga Flour Mills Private Limited

Section Requirement with respect Clause of Applicati Complian of the to Resolution Plan Resolution on Page CC Code / Plan No (Yes / Regulati No) on No. (f) contravenes ar:y of Para-9.5 63 Yes the provisions of the Page-22 law for the time being in force? Section Whether the Resolution Plan - 30(4) (a) is feasible andviable, according to the CoC? YES @) has been approved by the CoC with 66% voting YES share? Section Whether the Resolution Plan has provisions for its YES 31(1) effective implementation plan, according to the CoC? Regulati Where the resolution 24.12.20t9 NO on 35A profesional made a if determination the corporate debtor has been subjected to any transaction of the nature covered under sections 43, 45, 50 or 66, before the one hundred and fifteenth day of the insolvency commencement date, under intimation to the Boardl Regulati Whether the amount due Para-7t.1 65 YES to the on 38 (1) operational Page-24 creditors under the IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /20181 In res: Resolution Plan of Maa Durga Flour Mills Private Limited

Section Requirement with respect Clause of Applicati Complian of the to Resolution Plan Resolution on Page ce Code / Plan No (Yes / Regulati No) on No. resolution plan has been given priority in payment over financial creditors? Regulati Whether the resolution Para-tt.4 65 YES on plan includes a statement Page-24 70-73 38(1A) as to how it has dealt with Chapter 13 the interests of all ofPgNo.29, stakeholders? 30,31,32 (1) Whether Regulati the Para-Ll.5 65 No on Resolution Applicant or Page-24 ) 38(1B) any of its related parties has failed to implement or to contributed the failure of implementation of any resolution plan approved under the Code. If (i1) so, whether the NA Resolution Applicant has submitted the statement giving details of such non-implementation? Regulati Whether the Resolution Plan provides: on 38(2) (a) the term of the plan Para-Lt.6.l 65 Yes and its implementation Page-24 schedule? Chapter L7 Page-39,40 e4 iN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /2018] In res: Resolution Plan of Maa Durga Flour Mills Private Limited

Section Requirement with respect Clause of Applicati Complian of the to Resolution Plan Resolution on Page ce Code I Plan No (Yes / Regulati No) on No. (b) for the management Para-Ll.6.2 80, 81 Yes and conffol of the Page-25 business of the corporate debtor during its term? (c) adequate means for Para-LL.6.3 66 Yes supervising its Page-25 implementation? 38(3) Whether the resolution plan demonstrates that - (a) it addresses the Paru 11.7.1 66,67 Yes cause of default? Pages 25 & 26 (b) it is feasible and Paru-LL.7.2 67 Yes viable? Page-26 (c) it has provisions Paru-tL.7.3 67 Yes for its effective Page-27 implementation? (d) it has provisions Para-lt.7.4 68 Yes for approvals required Page-27 and the timeline for the same? (e) the resolution Paru-LL.7.5 68 and Yes applicant has the Page-27 & 53,54 capability to implement Para 5 of Pg-the resolution plan? L2 andt3 3e(2) Whether the RP has filed applications in respect of Yes ffansactions observed, found or determined by him?

IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /2018] In res: Resolution Plan of Maa Durga Flour Milk Private Limited

Section Requirement with respect Clause of Applicati Complian of the to Resolution Plan Resolution on Page CC Code I Plan No (Yes / Regulati No) on No. Regulati Provide details of Para 4.6 pg- 52 Yes on39(4) performance security 11 and the received, as referred to in same sub-regulation (4A) of approved at regulation 368. the 12th CoC

Concessions, reliefs and dispensations sought : 20. The Resolution Applicant has sought for the following concessions, reliefs and dispensations, upon each of which orders are passed as follows:

sl. Waivers, Reliefs and Exemptions Orders thereon No. sought from the Adjudicating Authority 1. Waiver of statutory liabilities (a)Waiver of the statutory liabilities/ Granted in terms of the contingent liabilities incurred and judgment of the Hon'ble accrued / disputed liabilities Supreme Court in (Whether assessed or unassessed) Ghanashyam Mishra and due to statutory authorities viz. Sons y. Edelweiss Asset VAT, Sales Tax, GST, Income Tax, Reconstruction Company Excise, Customs, REMA & Export Limited.t Obligation etc. 2. Withdrawal of suits (a) A11 the legal suits filed by the Granted, but only to the financial it creditors/operational extent involves the | 2021 SCC Online SC 3 I 3 dated 13 .04.2021

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IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /2018] In res: Resolution Plan of Maa Durga Flour Mills Private Limited sl. Waivers, Reliefs and Exemptions Orders thereon No. sought from the Adjudicating Authority creditors till date which are pending corporate debtor, arLd not its before various court/ qvasi-judicial erstwhile bodies shall be withdrawn upon promoters. sanction of the resolution plan and no action shall be taken by the financial creditors/ operational the creditors against company /promoters. (b) The legal suits include the Granted suits,/proceeding initiated by financial creditors. It will be only logical that once NCLT approves the Resolution Plan, the financial creditors who are also a part of the plan should withdraw the suits filed by them with the respective judicial authorities, otherwise it will defeat the very pu(pose of the Resolution Plan. (c) In as much as suits initiatedby other Granted operating creditors are concemed, once the Resolution Plan is approved, the company will be individually settling with all of them as provided in the Plan and as apart of the settlement process the company will insist, they have to withdraw the suits. 3. Waivers inregard to income tax - Central Board of Direct Taxes (a) The waiver of interest and penalty charged against the dues of the Income Tax Authority till date and F ed PagelT of29

IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /2018] In res; Resolution Plan of Maa Durga Flour Mills Private Limited sl. Waivers, Reliefs and Exemptions Orders thereon No. sought from the Adjudicating Authority no additional interes t/ penalty shalT This is for the be charged for the dues till date. The appropriate authorities said dues shall be repaid as per the to consider. Resolution Plan (b) Applicability of Provision of Section 41(l), Section 79 and Section 115 JB of the Income Tax Act, L96l shall be exempted (c) Interest and Penalty charged u/s 271C, 2724 (2), 201., 206, 2344, 2348,234C,234D, and 2348 of the Income Tax Act, L96l for various assessment years till date shall be waived 4. Waiver with reference to PF & ESI (a) With respect to PF and ESI This is for the Authorities Exemption/Immunity appropriate authorities for the payment of penalty and to consider damages and future criminal proceedings shall be gtanted 5. Electricity Minimum Demand Dues as on (a) Charges the accrued as on the cut-off date and insolvency for a subsequent period of 5 Years commencement date as from the cut-off date shall be collated by the waived. Resolution Professional (b) Exemption from power cut for a shall be settled as part of the Resolution Plan. period of 5 years from the cut-off date shall be considered.

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IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /20181 In res: Resolution Plan of Maa Durga Flour Mills Private Limited

-Waivers, sl. Reliefs and Exemptions Orders thereon No. sought from the Adjudicating Authority (c) Such relief and concession of Govt. There shall be no other of Odisha to sick units for waiver expeditious revival of the unit shall also be considered from time to time. 6. MSME Concessions The (a) Relief and Concession shall be appropriate avarlable to MSME Sector as per department of the Govt MSME Policy of Govt. Of Odisha of Odisha is requested to to sick units for revival and consider the same rehabilitation of such units keeping in view the letter and spirit of the Insolvency & Bankruptcy Code, which is to enable a fresh start for the corporate debtor. t. Waivers in respect of Companies Act compliances (a) Company shall be exempted for While permissions taking permission /approval of required internally by the capital reduction proposed in the corporate debtor such as scheme. shareholder approval etc. shall be waived once (b) Company shall be exempted from the compliance of the provisions of this Resolution Plan is the Act for reduction in equity approved, all filings and other compliances shall shares capital of the company as envisaged in the scheme and be be carried out by the allowed the conversion of the corporate debtor under existing 4 equity share into one the successful resolution applicant, by filing the equity share of {100 each requisite filing fee to the Registrar of Companies.

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IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.l2B9lKB /2018] In res: Resolution Plan of Maa Durga Flour Mills Private Limited st. Waivers, Reliefs and Exemptions Orders thereon No. sought from the Adjudicating Authority There shall be no exemption in this regard 8. Renewal of licences (a) A11 licenses and Govemment Once the resolution plan to is by Approvals granted company approved this whether lapsed. Expired, cancelled, Adjudicating Authority, the revoked etc. shall be renewed for the corporate debtor period for which they were under new management originally granted without any shall have one year in addiaonal fees, Charges or penalty terms of section 31(4) of or interest and the company shall be the Insolvency & permitted to continue to operate its Bankruptcy Code, 2016, business and asset in the manner within which to obtain that all approvals and licenses are the requisite approvals. The valid until renewal/ extension of appropriate such licenses and approvals andbe authorities are requested treatedas the company is compliant to consider the same with them without initiating any expeditiously and investigation, action or proceeding favourably since the in relation to such non-compliance object of the Insolvency & Bankruptcy Code, 2016, is to enable a fresh start for the corporate debtor (b) A11 licenses and Govemment While the appropriate to Approvals granted company authorities are requested whether lapsed. Expired, cancelled, to consider the same expeditiously revoked etc. shall be renewed for the and period for which they were favourably since the originally granted without any object of the Insolvency & additional fees, Charges or penalty Bankruptcy Code, or interest and the company shall be 2016, is to enable a fresh permitted to continue to operate its start for the corporate

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IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCI] IA No.24lCB/2021in TP No.3B /CTB/2019 [Earlier CP (IB) No.1289lKB /2018] In res: Resolution Plan of Maa Durga Flour Mills Private Limited sl. Waivers, Reliefs and Exemptions Orders thereon No. sought from the Adjudicating Authority business and asset in the manner debtor, the licence fee, that all approvals and licenses are etc. shall be paid by the valid until renewal/extension of Corporate Debtor. However, such licenses and approvals andbe the treated as the company is compliant appropriate authorities with them without initiating any are requested to consider investigation, action or proceeding waiver of penal charges in relation to such non-compliance. etc. 9. Transfer charges etc. (a) A11 demand or notice of demand by Not granted all Govemment Authorities in. relation to making payments towards the ffansfer charges or uneamed amount that may be applicable in relation to the properties of the company on account of the Transaction contemplated in this Resolution Plan shall be waived. The (b) Penalties, Taxes, Dues, Charges, appropriate Levies and cess on past non-authorities are requested compliance of the company under to consider the same applicable law shall be waived by favourably. However, Govemment Authorities and the the resolution applicant Resolution Applicant shall not be is in any case not liable liable for any non-compliance under for past non-compliance these applicable laws for the period in terms of section 32A prior to the cut-offdate of the Insolvency & Bankruptcy Code,2016 10. Regularisation of non-compliances

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IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.12B9IKB /20181 In res: Resolution Plan of Maa Durga Flour Mills Private Limited sl. Waivers, Reliefs and Exemptions Orders thereon No. sought from the Adjudicating Authority (a) Non Compliance of the company Granted in terms of the prior to cut-off dates including but judgment of the Hon'ble not limited to Companies Act, 2013 Supreme Court in Act, Industrial Dispute t947, Ghanashyam Mishra Labour Laws, Income Tax Act, and Sons v. Edelweiss Asset 196L, VAT, Service Tax Act, GST Reconstruction, Sales Tax, The Relevant shops and Company Limited. Establishment Act and rules, circulars, regulation of each of the above legislation sha1l be waived and relief shall be provided to the company from all litigation pending at different level and tax dues including interest and penalty on such litigation shall be waived. The (b) Relief, Concession or dispensation appropriate for implementation of the authorities are requested ffansaction contemplated under the to consider the same expeditiously Resolution Plan in accordance with and its terms and conditions shall be favourably since the granted by all Governmental object of the Insolvency & Authorities. Bankruptcy Code, 20t6, is to enable a fresh start for the corporate debtor 11. With rcgard to existing shareholders While (a) Reduction in equity share capitalby permissions 80% and the present two equlty required internally by the shares of {100/- each shall be corporate debtor such as swapped against fresh issue of one shareholder approval equity shares of {100/- each etc. shall be waived once without calling for any meeting of this Resolution Plan is IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.12B9/KB /20181 In res: Resolution Plan of Maa Durga Flour Mills Private Limited

-Waivers, sl. Reliefs and Exemptions Orders thereon No. sought from the Adjudicating Authority any class of shareholder/ creditors approved, all filings and etc. shall be allowed and company other compliances shall be exempted to comply with further be carried out by the formalities under the Companies corporate debtor under Act,20L3 the successful resolution applicant, by filing the requisite filing fee to the Registrar of Companies. There shall be no exemption in this regard. (b) In respect of Resolution Fraction of This is not in the nature Share, No Fractional certificates of a concession, waiver shall be issued by the company or dispensation. upon capital reduction in respect of Therefore, no orders are the fractional entitlements, if any to necessary in this regard. which the shareholders of the company may be entitled to and the directors of the company shall instead consolidate all such fractional entitlements and allot shares in lieu thereof to a Director or an Authorized Officer of the company with the express understanding that such Directors or the officer shall sell the same at the best avarlable price in one or more lots and by private sale/placement or by auction as deemed fit and decision of such director or the officer as to the timing and method of sale and the price shal1 be final and pay the sale proceeds to the company. The net sale proceeds shal1 be distributed

IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /2018] In res; Resolution Plan of Maa Durga Flour Mills Private Limbed sl. Waivers, Reliefs and Exemptions Orders thereon No. sought from the Adjudicatmg Authority among the shareholder in proportion of their Fractional entitlements of the shares of the company. 12. With respect to Promoters - (a) The Resolution Applicant, theu This is not in the nature friends and relatives including of a concession, waiver goup companies and sffategic or dispensation. investors shall bring t200.00 lalft Therefore, no orders are for making upfront payment under necessary in this rcgard. the plan by way of additional equity/quasi-equity/ unsecured loan without calling for any meeting of any class of shareholders and be company exempted from complying with any other formalities under the Companies Act, 20t3 and A sum of <550.00 lakh will be brought to restart the unit including working capital requirement. (b) The Managing Director, Mr. This is not in the nature Prasant Chandra Rath, who is also of a concession, waiver or Promoter Director shall be allowed dispensation. to draw managerialremuneration as Therefore, no orders are per the Resolution Plan from the necessary in this regard. cut-off date and this remuneration shal1 be reviewed as on 3I.03.2021 and that can be increased appropriately matching with the increased level of performance and operation of the company.

IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /2018] In res: Resolution Plan of Maa Durga Flour Mills Private Limited sl. Waivers, Reliefs and Exemptions Orders thereon No. sought from the Adjudicating Authority 13. Right to amendment prior to CoC approval (a) The Resolution Applicant's Right to This does not survive for at amend or modify any waiver or consideration this conditions sought in the present stage, since the plan plan after approval of the same by resolution has COC at any time before the plan is already been approved submitted for consideration of the by the CoC. NCLT shall be reserved with a clarification that no such and amendment modification would have any impact on the right of COC under the plan and it has been undertaken by COC that no such modification or amendment shall entitle them to withdraw their approval for the plan.

Performance Bank Guarantee 21. The Successful Resolution Applicant, Mrs. Lora Mitra Rath, has deposited Performance Bank Guarantee of t50 lakh issued By Bank of India, Sambalpur Branch. A copy of the Performance Bank Guarantee that has been submitted and marked as Annexure-J.

Objections to the Resolution Plan 22. On hearing the submissions made by the Leamed Authorised Representative for the Resolution Professional, and perusing the record, we find that in the revised resolution plan dated 07.1L.2020 the Resolution Applicant put an additional condition for release of personal and corporate gvarantee by all the financial creditors (Bank of India, SREI Equipment

IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2027 in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /2018] In res: Resolution Plan of Maa Durga Flour Mills Private Limited

Finance Ltd, Tata Capital Services Ltd), which is extended by promoter group, keeping other terms and conditions same of the revised plan dated 05.10.2020 and 06.10.2020. 23. Mr. Patita Paban Bishwal, Ld Counsel appearing on behalf of the Resolution Professional submitted that Bank of India, SREI Equipment Finance Ltd and Tata Capital Services Ltd have not agreed to release of personal and corporate guaruntee given to the Corporate Debtor. 24. It is stated that Bank of India requested to the applicant to put the matter before the Adjudicattng Authority for a decision regarding the release of personal and corporute gaarantee given to the Corporate Debtor and accordingly the applicant decided to mention the fact before the Adjudicating Authority and also request to adjudicate on the above issue. 25. The applicant submitted that the Resolution Plan was put to vote atthe 72th CoC meeting held on25.11.2020 with the above stated observation.

Issue for determination 26. The only question for consideration is whether an approved Resolution Plan can extinguish personal and corporate liabilities in the teeth of the objections of the gaaruntee-holder.

Analysis and orders. 27 In so far as the extinguishment of personal guarantees provided by Directors or other third parties on behalf of the Corporate Debtor are concerned, we are bound by the decision of the Hon'ble Supreme Court in Lalit Kumar lain t (Jnion of India & others,2 where it has been held rn para 133 that sanction

'z 2021SCC Online SC 396 decided on21.05,2027.

IN THE NATIONAL COMPANY LAW TRIBUNAL CUT|ACK BENCH IA No.24lCB/2027 in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /20181 In res; Resolution Plan of Maa Durga Flour Mills Private Limited of a resolution plan and finality imparted to it by section 31 does not per se operate as a discharge of the gvararfior's liability. 28. Therefore, we do not grant explicit waiver of the personal guarantees provided by the directors or other third parties on behalf of the Corporate Debtor. 29. On hearing the submissions made by the Leamed Authorised Representative for the Resolution Professional, and perusing the record, we find that the Resolution Plan has been approved with 99.46% majority by the CoC, as against the minimum threshold of approval by 660/omajority of the CoC. 30. As per the CoC, the Resolution Plan meets the requirement of being viable and feasible for revival of the Corporate Debtor. By and large, all the compliances have been done by the RP and the Resolution Applicant for making the plan effective after approval by this Bench. There is no opposition from any quarter as regards the Resolution Plan. 31. On perusal of the documents on record, we are satisfied that the Resolution Plan is in accordance with sections 30 and 31 of the IBC and also complies with regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 20L6 except in so far as extinguishment of personal and corporate guarantees are concemed. 32. As far as the question of granting time to comply with the statutory obligations or seeking sanctions from govemmental authorities is concerned, the Resolution Applicant is directed to do the same within one year as prescribed under section 31(4) of the Code.

IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /20181 In res: Resolution Plan of Maa Durga Flour Mills Private Limited 33. Any relief sought in the Resolution Plan, where any contract, agreement, understanding, proceeding, action, notice etc. not specifically identified, or is for a future contingency, is, at this point of time, rejected. 34. Therefore, subject to the observations made in this Order, we hereby accord our approval to *re Resolution Plan. The Resolution Plan shal1 form part of this Order. 35. The Resolution Plan as approved is binding on the Corporate Debtor and other stakeholders involved so that the revival of the Corporate Debtor can come into force with immediate effect. 36. The Moratorium imposed under section 14 shall cease to have effect from the date of this order. 37. In case of non-compliance of this order or withdrawal of Resolution Plan, the performance goararLtee amount akeady paid by the Resolution Applicant shall stand forfeited, in addition to the Resolution Applicant being liable for any other action as per law. 38. The RP shall stand discharged from his duties with effect from the date of this Order. He shall, however, perform his duties in terms of the Resolution Plan as approved by this Adjudicating Authority. 39. The Resolution Applicant shall have access to all the Corporate Debtor's records, documents, assets and premises with effect from the date of this Order, to finalise the further line of action required for starting the business operations of the Corporate Debtor. 40. Liberty is hereby grantedfor moving applications, if required, in connection with implementation of this Resolution Plan.

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IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier CP (IB) No.1289lKB /2018] In res: Resolution Plan of Maa Durga Flour Mills Private Limited

41. The Resolution Applicant shall file a copy of this Order with the Regisffar of Companies, Cuttack, inter alia for updating the status of the Corporate Debtor. 42. The Application being IA No.24ICTB/202L along with Company Petition bearing TP No.38/CTB/2019 [emlier, CP (IB) No.1289/KB/2018J are disposed of accordingly. 43. 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. 44. Certified Copy of this order may be issued, if applied for, upon compliance of all requisite formalities.

3d_ Rajasekhar V.K. Member (Judicial)

Signed this 1't day of November 2021,

Ravijeet _P.S.