In the matter of Matrix Bizcom Services Private Limited

An application under Section 60(5) of the Insolvency and Bankruptcy Code, 2016 Filed by Lokdhun Telemedia Private Limited …Applicant Versus Arun Kishanlal Bagaria Liquidator of Matrix Bizcom Services Private Limited. …Respondent In the matter of Punjab National Bank …Financial Creditor Versus Matrix Bizcom Services Private Limited … Corporate Debtor

Order Pronounced on: 13.02.2024 Coram: Hon’ble Member (Judicial) : Justice V.G. Bisht (Retd.) Hon’ble Member (Technical) : Mr. Prabhat Kumar Appearances: For the Applicant : Mr. Ranit Basu, Advocate For the Respondent : Mr. Arun Bagri, Liquidator

ORDER

Per: Prabhat Kumar, Member (Technical)

1. The present Application is filed by the Successful Bidder seeking the approval of acquisition plan of the Corporate Debtor as a whole on-going concern basis under

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 Liquidation along with certain reliefs, concessions, waivers and exemptions. 2. The Corporate Debtor was admitted in CIRP vide Order dated 13.12.2019. Since, no Resolution Plan was received, the Corporate Debtor was Liquidated vide Order dated 23.02.2021 and the Respondent herein was appointed as the Liquidator 3. Subsequently, the Respondent/Liquidator in accordance with the IBBI (Liquidation Process) Regulations issued an E-Auction Sale Notice dated 21.06.2023 vide publication in Free Press Journal for conducting an e-auction/bidding for the sale of the Corporate Debtor as a whole on a going concern basis. Pursuant to E-Auction Notice dated 21.06.2023, the Applicant submitted its Bid Application Form along with the supporting documents and Earnest Money Deposit (‘EMD’) of Rs. 2,00,000/- (Rupees Two Lakhs Only) in terms of the E-Auction Process Memorandum. The Applicant was identified as one of the ‘Qualified Bidder’ by the Liquidator to participate in the E-Auction Process dated 24.07.2023. 4. The Applicant was the only bidder in the bidding process of the Corporate Debtor and he made the bid of Rs. 30,50,000/- (Rupees Thirty Lakhs and Fifty Thousand Only) and based on the same, he was declared as the successful bidder. 5. Pursuant to declaration as Successful Bidder, the Respondent/Liquidator issued a Letter of Intent (‘LOI’) dated 26.07.2023 upon the Applicant subject to the fulfilment of conditions specified therein and in accordance with the terms and condition of E- Auction Process Memorandum dated 22.06.2023 along with its amendment dated 31.07.2023, to provide advance consideration amounting to Rs. 5,62,500/- (Rupees Five Lakhs Sixty-Two Thousand and Five Hundred Only) [i.e. payment of 25% of the bid value, after adjusting the EMD amount of Rs. 2,00,000/-] by 15.08.2023 and further to pay the balance consideration of Rs. 22,87,500/- (Rupees Twenty-Two Lakhs Eighty-Seven Thousand and Five Hundred Only) within a period of 30 days

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 of the date of issuance of LOI i.e. till 31.08.2023 (without interest) and/or within a maximum period of 90 days along with interest @12% per annum i.e. till 30.10.2023. 6. The Applicant submits that he has already paid an advance consideration of Rs. 5,62,500/- on 15.08.2023 (after adjusting the EMD Amount) and the balance sale consideration of Rs. 22,87,500/- along with interest shall be paid within a period of 90 days towards full and final settlement of all the liabilities of the Corporate Debtor as on Effective Date (i.e. date of approval of the acquisition plan by this Hon’ble Adjudicating Authority). 7. The Applicant further submits that in order to acquire the Corporate Debtor on a going concern basis in terms of Regulation 32(e) of the Liquidation Process Regulations and further to maximize the value of the Corporate Debtor, the Applicant would require certain reliefs, concessions, waivers and exemption from this Adjudicating Authority which are already mentioned in detail in the Acquisition Plan and are also prayed in the present application.

8. The Applicant in support of its contention submits that the waivers and reliefs ought to be granted, has expounded on the proposition that the waivers and reliefs sought by the Successful Bidder herein are akin to the reliefs and concessions granted to the Resolution Applicant for the purpose of Resolution Plan under Section 32A of the Code. The Applicant submits that the reliefs and concessions sought are vital to run the Corporate Debtor on a clean slate basis. 9. At this juncture, we deem it appropriate to refer to the Judgment of the Hon’ble NCLAT in the matter of M/s Shiv Shakti Inter Globe Exports Pvt. Ltd. vs M/s KTC Foods Private Limited Company Appeal (AT) (Insolvency) No. 650 of 2020. The relevant paragraphs are reproduced herein: “21. Adverting to the contention of the Learned Counsel for the Appellant that the MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 Adjudicating Authority has erred in denying the sale of the ‘Corporate Debtor’ as a ‘going concern’ to the Appellant without including any contingent liabilities, we hold that it is a settled law that when the sale proceeds of a ‘Corporate Debtor’ are duly distributed in the Order of priority and in the manner prescribed under Section 53 of the Code, claims of any other Creditor cannot be entertained contrary to the provisions entailed under Section 53; subsequent to the distribution of sale proceeds under Section 53 no other entity including any Government entity can claim any past unpaid or outstanding dues against the Appellant who has purchased the ‘Corporate Debtor Company’ as a ‘going concern’.

It is significant to mention that the second Respondent/Liquidator has specifically submitted that even these claims by the Uttar Haryana Bijili Vitran Nigam were not submitted in the prescribed form either during the CIRP Process or at the Liquidation stage. We are of the considered view that at this stage subsequent to the sale of the ‘Corporate Debtor Company’ as a ‘going concern’, these claims cannot be foisted upon the Appellant. The scope and objective of the Code is to extinguish all claims specifically the ones which were not even made during the CIRP or in the Liquidation stage, to aid the purchaser of the Company as a ‘going concern’ to start on a ‘clean slate’. The Hon’ble Supreme Court in ‘Ghanshyam Mishra & Sons Pvt. Ltd.’ Vs. ‘Edelweiss Asset Reconstruction Company Ltd. & Ors.’, Civil Appeal No. 8129 of 2019 and in ‘CoC of Essar Steel India Ltd.’ Vs. ‘Satish Gupta & Ors.’ (2020) 8 SCC 531 has laid down the proposition that the purchaser of the Company even in the Liquidation stage cannot be burdened with past liabilities when it is not mentioned in the ‘Sale Notice’. 22. It is no longer Res Integra that while approving a ‘Corporate Debtor’ sale as a ‘going concern’ in Liquidation Proceedings without its dissolution in terms of Regulation 32(e) of the Liquidation Process Regulations, 2016, it is essential to see that the ‘Corporate

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 Debtor’ is not burdened by any past or remaining unpaid outstanding liabilities prior to the sale of the Company as a ‘going concern’ and after payment of the sale proceeds distributed in accordance with Section 53 of the Code.” 10. Further, the Hon’ble NCLAT in the matter of Jasamrit Designers Private Limited, vs Mr. Gian Chand Narang Company Appeal (AT) (Insolvency) No. 258 of 2023 has held as follows: “12. We while granting such liberty to the Appellant observe that law is well settled, a successful bidder who is declared as successful bidder of sale as going concern can seek access of the Adjudicating Authority and may pray for necessary directions in accord with and in consonance with the process document in the liquidation proceedings. In result, we partly allow this Appeal and hold that applicant’s prayers i.e. relief/concessions/directions needs consideration by the Adjudicating Authority for which we grant liberty to the Applicant to make a fresh Application containing prayers which may be commensurate and in accord with terms and conditions of the process document of e-auction process document.

The Appellant may submit a fresh application praying for reliefs, concessions and directions which may be considered and decided by the Adjudicating Authority in accordance with law. The Appeal is disposed of, accordingly” 11. The reliefs, concessions and our orders thereon are summarized herein below: S. No Particulars Concessions / Reliefs / Directions sought Orders 1. Reorganization The Acquirer would be free to re- Granted of Workforce organize staff, employees and workers without any kind of burden/obligation resulting from the pre-acquisition operations and to design its own model of employment which includes contractual, fixed term, in the form of MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 consultants, on probation, on a regular basis from anywhere without any reservation for a particular state or region. 2. Treatment of All claims against the Company by any Granted in terms Related Party related party and all liabilities of the of the clean slate Claims Company towards any related principle. party/unrelated party, as on and for the period prior to Effective Date i.e. date of approval of this Acquisition Plan/Term Sheet by Hon’ble NCLT, shall be deemed to be owed and due as of the liquidation commencement date.

All such liabilities shall immediately, irrevocably and unconditionally stand fully and finally discharged and settled with there being no further claims whatsoever (against the Company and/ or the new management of Company), on the Effective Date pursuant to the Hon’ble NCLT Approval Order. The order of the Hon’ble NCLT approving this Acquisition Plan/Term Sheet shall operate as automatic extinguishment of all other liabilities of the Company, without the requirement of any further act or deed by the Acquirer and/or Company. 3. Bank guarantee, The Acquirer shall not be liable for any Granted. if any payment arising out of contingent However, in case liabilities which may include liabilities the bank guarantee on account of bank guarantees issued is renewed after on behalf of Matrix Bizcom Services the sale certificate

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 Pvt. Ltd. by Banks, Bank Commission date, the guarantee for renewing existing Bank Guarantees commission if any as and when required, indemnity bond, payable thereon promissory note or any kind of promise and the liability even if not mentioned here, given to under such Customer or any other entity, income renewed guarantee tax, sales tax, service tax, excise duty, shall be obligation custom duty and any other duty, tax, of the Successful cess, levies etc. due to Central, State or Buyer. any local government bodies whether or not mentioned in the E-Auction Process Memorandum dated 17.06.2023 and Addendum to the said document dated 31.07.2023.

The Acquirer agrees that in the event of receipt of any original document pertaining to such contingent liabilities (BG's/ bonds/ promissory notes) upon return/ cancellation/ annulment of the underlying obligations under such documents it shall arrange for the same to be handed over to the concerned banks/ or as the as may be, to the person who had executed such document. 4. Ability to Utilise In case of non-maintenance of Granted subject to Service Tax requisite records or non-filing of the payment of credit (if any) returns by the Company, which has requisite fees, etc. in the books resulted in lapsing/ineligibility of the filing of all returns of the Company said benefits, under the new GST and maintenance regime, benefits to be available on of record. retrospective basis / reinstated, without

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 fees / penalties. 5. Issuance / Central / State Government The Authorities Renewal of all Departments / Local Bodies to renew / shall consider the kinds of issue fresh licenses/ permissions / request for Licenses / approvals on application of the same renewal/issuance Permissions / within 30 days of the said Application. of fresh licenses/ Approvals Temporary License shall be granted / permissions / required for provided to operate the Business approvals in operation of the Operations within 7 days of application accordance with Business / for the Interim Period if required. the relevant law Factory Unfulfilled export obligations, if any, and procedure laid Operations or any liability on account of the same down thereunder will not be fulfilled by the reconstituted shall be followed. Company and the same shall stand However, the extinguished. renewal or issuance licenses/ permissions / approvals shall not be denied on the ground of non-payment of dues settled under the Code. 6. Grace perioSd ixt o (6) months grace period (from the The comply date of NCLT approval) to be successful withvarious provided to the Company to bidder shall future comply with the provisions of the apply to the statutory / various Acts / Regulations, to relevant regulatory enable Company to ascertain the authorities requirements status of various compliances and and bear the take necessary steps to regularize charges/fee the same. During the said grace s prescribed period, no additional charges/ fees

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 etc. to be charged including on thereunder. account of interest, penal interest, However, penalty, interest on penalty, any the kind of late fee or damages. authorities shall not levy any additional fees for a period of 6 months for delayed compliance. 7. Cancellation/ As on the Liquidation commencement Granted Termination of date (i.e. 23.02.2021), all outstanding all existing negotiable instruments, issued by Negotiable Company or any other person on Instruments (if behalf of Company shall be deemed to any) issued by or have been cancelled/ shall stand on behalf of the terminated and no liability shall arise Company on the same. 8. Power of The Acquirer shall be entitled to review Granted Attorneys all the power of attorneys provided to any person by the Company and at its sole discretion, be entitled to revoke all or any powers and/ or replace the attorney (s) appointed thereunder. 9. Waiver/Exempti Waiver / Exemption from requirement The provisions of on/ of No Objection Certificate under Sec section 281 of the Reliefs under the 281 of the Income Tax Act, 1961 by the Income Tax Act Income Tax Act, selling shareholders, provision of shall be deemed to 1961 taking over predecessor's tax liability have been under Sec 170 of the Income Tax Act, complied and 1961 and specific order for treating necessary no

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 such transactions as void under Section objection shall be 281 of the Income Tax Act, 1961 for deemed to be in any claims in respect of tax or any place discharging other sum payable by selling the Corporate shareholders. Debtor as well as assets thereof from Income Tax Department to grant relief any tax liability in under Section 28(iv), relation to the Section 41(1), Section 56, Section period upto the 72(3), Section 79, Section 115 JB, and date of sale Section 170 against any Income Tax certificate. liability arising due to Capital Reduction in the The provision Corporate Debtor, write off/ write under Section 170 down/ write back of various of the Income Tax liabilities, including liabilities Act shall not be pertaining to all the Financial applicable. Creditors, Workmen and Employees, Operational Creditors, Other Creditors, The applicability write back of impairment of assets, of Section 28(iv), investments, inventories, trade & other Section 41(1), receivables, loans & advances, and Section 56, other current & non-current assets etc. Section 72(3), without any impact on carried forward Section 79, and loss and further waive all liabilities Section 115 JB, whether crystallized or not in respect of shall be subject to Taxes (including interest and penalty compliance with thereon) pertaining to the period prior the necessary to the date on which the Acquirer takes conditions control of the Corporate Debtor provided in the (`Closing Date'). relevant section. 10. Waiver of Approval of this Acquisition The valuation of Valuation of Plan/Term Sheet by Hon’ble NCLT pricing of shares

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 Pricing of Shares will be treated as waiver of the by registered by Registered requirements of the Valuation of valuer shall be Valuer Pricing of Shares by Registered Valuer done in to be computed for Issuance of Equity accordance with Shares through Preferential Allotment provisions of / Warrants / Preference Shares / Companies Act, Convertible Debentures to Acquirer for 2013 and rules a period of 24 Months. The request for made thereunder such waiver is due to the fact that current valuation of the Company on the basis of book value or net assets value basis / realizable valuation of assets adjusted to current liabilities or discounted cash flow of the business will be "negative", whereas the Acquirer is paying revised face value considering the future business potential of the Company. 11. Liabilities that Approval of this Acquisition Plan/ The successful may accrue Term Sheet will be treated as Waiver bidder shall not be under various Approval by Hon’ble NCLT for any burdened with corporate laws past liabilities, penalties and any form past liabilities, and Acts, Rules of payment by way of late fees, penalties and any and Regulations damages/proceedings/penalties/recov form of payment ery etc., which occurred or become due by way of late fees, because of any non-compliances damages/proceedi related to the below stated Acts from ngs/penalties/rec Commencement of Insolvency overy etc., which Resolution Process till 6 months from occurred or the date of the Hon’ble NCLT become due Approval of Proposed Acquisition because of any Plan/Term Sheet as it will provide the non-compliances Acquirer the time period to review the arising prior to MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 current compliance status of the date of sale Company under these Acts, Rules and certificate. regulations in terms of Compliances and action to be taken in this regard. The stated list is inclusive but not exhaustive of — • The Companies Act, 2013 (the Act) and the Rules made there under; • Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Overseas Direct Investment; • DRT, ED/PMLA etc.

12 Liabilities Approval of this Acquisition Plan/ The Successful accrued / may Term Sheet will be treated as Waiver / buyer shall not be accrue under Approval from past liabilities, fastened with the various Acts & payments of fees and all dues including past liabilities, laws any penalties as well as any form of payments of fees payment by way of interest, late fees, and all dues damages etc., related to all including any Government Authorities with regard to penalties related to non-compliances of various statutes to Government be adhered related to consent, fees, Authorities with certification etc. by the Company prior regard to non-to the Effective Date which is inclusive compliances of but not exhaustive of Factories Act, various statutes by 1948: the Company prior • Industrial Disputes Act, 1947 to date of sale • Payment of Wages Act, 1936 certificate. • The Minimum Wages Act, 1948 However, the applicability of • The Employees State Insurance Act, various statutes in 1948

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 • The Employees Provident Fund and relation to period Miscellaneous Provisions Act, 1952 on or after date of • The Bonus Act, 1965 sale certificate • The Payment of Gratuity Act, 1972 shall be subject to compliance/adher • Legal Metrology Act, 2009 ence to the • Negotiable Instruments Act, 1881 relevant provision • Environment (Protection) Act, 1986 and procedure laid • Water (Prevention and Control of down thereunder. Pollution) Act, 1981 • Air (Prevention and Control of Pollution) Act, 1974 • Hazardous Waste (Management and handling) Rules, 1989 • Goods and Service Tax • State Fire Safety Act • The MSME Act • Electricity Act, 2003 • Trademarks Act, 1999

The waiver also includes any dues relating to interest, penal interest, penalty, interest on penalty, any kind of late fee as well as damages known by any other name. Approval of this Acquisition Plan/Term Sheet will be treated as waiver by Hon’ble NCLT for any liability (includes Tax, MAT, interest, fine, penalty etc.) against the Company, Acquirer on account of various actions proposed in the Approved Acquisition Plan/Term Sheet including but not limited to liabilities, if any, under

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 Section 56, Section 43, Section 28, Section 115JB and Section 79 of the Income Tax Act, 1961. Post the payment as per the terms of the Acquisition Plan/Term Sheet, the excess of the consideration paid shall be written off completely by the financial creditors and any liability in respect of MAT or any other tax liabilities arising pursuant to such write off shall be waived and no demand pertaining to the said write off shall be raised to the Company or the Acquirer by the Income Tax Authorities. Further, the Company shall also be exempted from any tax liability (including on account of MAT) as may arise on account of various steps as proposed in this Acquisition Plan/Term Sheet, including but not limited to tax liabilities, if any (under Section 41 (1), Section 56, Section 28 and Section 115JB, arising on account of write back assignment/ resolution of book value of debt of financial/operational creditors in excess of the settlement consideration to those creditors), levies, fees transfer charges, transfer premium, cess and surcharge that arise from or relate to implementation of the Acquisition Plan/Term Sheet; without any impact on the ability of the Company to carry

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 forward the accumulated losses. 13 Claims by i) Approval of this Acquisition Plan/ As far as waiver qua claim by Government Term Sheet will be treated as Approval government Authorities by Hon’ble NCLT that claims of authorities is concerned the government authorities including GST same is granted in department (central & state both), in terms of clean slate principle. relation to all taxes etc. for period Further, on the pertaining prior to the liquidation issue of renewal of lease the said commencement date and till the date of request may be NCLT orders, shall stand extinguished considered by the relevant and ineffective. government ii) All past assessments either by Excise authorities subject to payment of department, PF & ESI, State VAT requisite departments, Customs department, fees/transfer charges on the GST department (central & state both), renewal dehors the RBI or any central or state of local past non compliances. authority would stand firm and final as on date of approval of this Acquisition Plan/Term Sheet and it would not be open to such authorities to open such assessments against the reconstituted Company. iii) It is prayed that all dues of any nature which have fallen due on the date of approval of this Acquisition Plan/ Term Sheet including but not limited to dues towards Excise department, PF & ESI, State VAT departments, Customs department, GST department (central & state both), RBI or any central or state of local authority would be dealt as mentioned in this Acquisition Plan/ Term Sheet and it would not be open to MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 such claimant to demand such pending dues from the reconstituted Company. i) Further, all dues of any nature which have not fallen due on the date of approval of this Acquisition Plan/Term Sheet including dues towards Excise department, PF & ESI, State VAT departments, Customs department, GST department (central & state both), RBI or any central or state of local authority, pertaining to period prior to Closing Date (as mentioned below), would be completely null & void against reconstituted Company. ii) All claim that may be made or arising against the Company for any breach, contravention or non-compliance of any applicable law including but not limited to (Employee Provident Fund and Miscellaneous Provisions Act, 1952, Payment of Bonus Act, 1972, Minimum Wage Act, Employees State Insurance Act, Environmental Laws, Labour Cess, Sales Tax, Service tax, GST, Income tax, wealth tax unpaid and due water and electricity bill, dues of local authorities of the past and statutory liabilities of any other kind), any violation of the applicable building by laws, standards etc. whether or not such claim was notified to or claimed against the Company on or before the MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 Closing Date (i.e.

Upon payment of the entire Sale Consideration pursuant to approval of this Acquisition Plan/ Term Sheet by the Hon’ble NCLT, the Liquidator and the Acquirer shall mutually agree on a date on which the Company shall stand transferred to the Acquirer) and whether or not such government entity files such claims within such date, any claims filed at any time thereafter, in respect of such applicable laws, matters and proceedings, shall stand extinguished and annulled. iii) Any departments of State/Central government shall continue/renew/to restore the lease agreement entered with the Company and shall waive the charges/fee of any nature on renewal/restoration of lease agreement. The concerned relevant government authority including state and central government shall waive the transfer charges and any fee of whatsoever nature as applicable on the transaction of the takeover of assets of the Company in terms of this Acquisition Plan/Term Sheet. Approval of the Acquisition Plan/Term Sheet will be treated as Specific Order and Approval by Hon’ble NCLT that any contract subsisting with respect to workmen

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 /contractual labor before the approval of this Term Sheet shall be duly extinguished and be ineffective. 14 Liability to It is to be noted that post approval of Granted in terms earlier the Acquisition Plan/ Term Sheet by of the clean slate promoters / the Hon’ble NCLT, the Acquirer/New principle recourse against Management by virtue of the Approved the Personal or Term Sheet will have no obligation or Corporate any liability towards the erstwhile Guarantees / promoters under any circumstances Right of whatsoever. Subrogation It is to be noted that the recourse against the Personal or Corporate Guarantees shall be free from any subrogation rights of the Guarantors. This arrangement in relation to the Personal or Corporate Guarantees shall in no way or manner permit the Guarantors to claim any right of subrogation, indemnity, security, recompense or any claim of whatsoever nature (whether under contract, equity or Applicable Law) against the Company or the Acquirer, and all such rights and obligations stand irrevocably and unconditionally extinguished in perpetuity.

15 Extinguishment/ In case at any stage, the extinguishment Granted in terms Revocation of or cancellation, as per this Acquisition of the clean slate Workmen Plan/Term Sheet, of the right of principle Contract subrogation available to any person

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 other than the Company which has guaranteed / secured the existing debts availed by the Company, is held to be invalid or not sustainable in law by a court or tribunal of competent jurisdiction, and such persons take any action to enforce their right of subrogation against the Company and the Company makes such payment (on account of binding legal obligation as decided by a court of competent jurisdiction), the Acquirer and the Company shall be entitled to claim such amount as paid by the Company to such persons, from the respective financial creditors who have received the corresponding amounts as invoked under the Guarantees / Securities. Each such Financial Creditor shall immediately and in any event within 15 (fifteen) days of demand, without protest or demur, pay such amounts to the Company. Notwithstanding the above, the Acquirer / Company shall however, not make any payments to any person other than the Company which has guaranteed / secured the existing debts availed by the Company, unless it is legally compelled to do so.

16. VAT/Income Upon payment to statutory authorities Granted in terms Tax/Customs as proposed under this Acquisition of clean slate Duty/ Plan/Term Sheet and provisions of Sec principle

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 waiver 53(1), no further amounts will become due and payable by the Company after this Acquisition Plan/Term Sheet is approved by Hon’ble NCLT. These authorities will be required to drop all proceedings against the Company upon approval of this Acquisition Plan/Term Sheet by the Hon’ble NCLT. 17. Contingent and Other than the claims and dues Granted in terms operational other reported in the E-Auction Process of clean slate liabilities Memorandum and the List of principle Stakeholders, whether confirmed or disputed, all others are proposed to be waived. It is proposed that other than the stakeholders reported in the E-Auction Process Memorandum and the List of Stakeholders, operational creditors of the Company (within India or elsewhere) including the stakeholders who have not submitted their claims in the CIRP process to the Liquidator or whose claim has not been admitted by the Liquidator, shall be deemed to have been settled or waived off as per the above terms of this Acquisition Plan/Term Sheet. Additionally, any operational debt incurred by the Company on or after the liquidation commencement date shall be paid in the normal course of business. Additionally, all proceedings against

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 the Company by any financial debt, operational creditor in any court of law / forum / panel of arbitrators or any other adjudicating authority in India or elsewhere shall stand dismissed and no fresh / further proceedings can be commenced against the Company for any cause of action occurring on or before the date of approval of this Acquisition Plan/Term Sheet. Any award / order/ judgment / decree in any court of law / forum / panel of arbitrators or any other adjudicating authority in India as well as outside India against the Company/ Company shall stand discharged. No execution proceedings for any such award / order / judgment / decree shall remain pending or can be given effect to or allowed against the Company in India or elsewhere after the Closing Date (as described supra). Any claim for contingent liability of the Company over and above captured in the E-Auction Process Memorandum shall stand fully discharged/ settled / waived as per the provision of the Code. 18. Disqualification Neither the Acquirer, nor any of its Granted under IBC Affiliates or connected persons, will be disqualified from or considered ineligible under the Code for proposing and /or implementing a term sheet in MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 relation to the insolvency resolution of any person (other than the Company), merely on account of the implementation of this Acquisition Plan/Term Sheet by the Acquirer.

19. Preferential In the event of any preferential Such right shall be Transactions transaction, the Acquirer shall allowed only if initiate/continue the proceedings at its prosecution of own cost the cases with appropriate these applications authority to restore back those by the successful preferential transaction into the buyer was within Company account. Further, the the scope of assets Acquirer shall not be impacted and will sold under the be kept indemnified financially or auction. Further otherwise against any of the negative such right if any impact / observation / findings of shall be subject to Forensic Audit. The Acquirer and the provisions of the Company shall not be impacted and Code. will be kept safeguarded against any of The acquirer and the negative impact / observation / the company shall findings of Forensic Audit. Further, have immunity neither the Company nor any member insofar as of the new promoter group shall be observation / made party to any proceedings (legal or findings of otherwise) arising out of such forensic Forensic Audit audit. have negative impact. 20. Carry forward of To obtain fiscal viability, the Company The specific reliefs losses shall be allowed to carry forward and sought under the set off the accumulated business Income Tax Act losses, unabsorbed appreciation, shall be put forth accumulated capital losses etc., as per before the relevant Income Tax Act, 1961, against the tax authorities that MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 income of the subsequent years under may consider the the income tax laws after take over same subject to (100% acquisition) of the Company by adherence to the the Acquirer and also the conditions/proced business/capital losses lapsed during ure under the the last eight assessment years for Income Tax Act. further period of eight assessment years subsequently total assessment year in which this Acquisition Plan/Term Sheet is approved by the Hon’ble NCLT.

21. Assets of All assets (including movable & Granted. Company immovable properties whether However, the freehold, leasehold or license basis and assets shall be intangible assets including technical vested in the knowhow, licenses, patents, copyrights, manner as logo, knowledge, brand, franchise provided in E-agreement etc.) and investments in Auction Process subsidiaries/ other entities held by the Memorandum. Company shall be re-vested with the Company from the Closing Date. The Acquirer assumes that all assets of the Company are handed over in the condition as represented to Acquirer and as listed in the E-Auction Process Memorandum subject to standard wear and tear. iii) The encumbrances of any nature whatsoever (like attachments / possession / attachments in land revenue records etc.) on the assets of the Company shall cease to have any

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 effect and will be vacated as against reconstituted Company. A direction be issued to the Liquidator to cooperate with and provide all necessary support and assistance to the Acquirer, including but not limited to perfecting /amending/ modifying/ creating the land records in relation to all parcels of land, the immovable properties and assets, belonging to the Company in favor of the reconstituted Company at the very earliest but not later than the date of NCLT approval of this Acquisition Plan/Term Sheet. 22. Compliances The jurisdictional Registrar of The Acquirer shall Companies to take on record and follow and comply implement this Acquisition Plan/Term with the provisions Sheet, upon approval by Hon’ble of the Companies NCLT, without any further Act in relation to compliances and re-instate all the filing of the approvals and waive all the financial or requisite forms other penalties/ interest / prosecution and payment of of all type and nature including in fees and penalties respect of restructuring of capital as in respect of per this Acquisition Plan/Term Sheet restructuring of including reduction/cancellation of capital as per this capital, enhancement of authorized Acquisition share capital and allotment of fresh Plan/Term Sheet shares to the Acquirer. Registrar of including Companies (RoC) be directed Registrar reduction/cancell of Companies (ROC) be directed to ation of capital, waive the past noncompliance and enhancement of exempt the reconstituted Compliance authorized share

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 and exempt the reconstituted Company capital and from filings & compliances for period allotment of fresh prior to approval of this Acquisition shares to the Plan/Term Sheet. ROC be further Acquirer. The past directed that on and from the Closing non-compliance Date, the status of the Company in the and satisfaction of records of the Registrar of Companies charge shall be should be reflected as 'Active' from the regularized/carrie status of 'Liquidation'. The financial d out subject to creditors to satisfy the charges filed filing of the with the Ministry of Corporate Affairs prescribed forms against the Company or any other and payment of directory / repository like normal filing fees. CERSAI/reporting to CIBIL etc. The status of the Corporate Debtor shall be changed within one week. 23. Suspended Board Immediately from the date of approval Granted of Directors of this Acquisition Plan/Term Sheet by the Hon’ble NCLT, the existing directors shall cease to be the Directors of the Company and the persons nominated by the Acquirer shall be appointed to constitute the new Board, without any further approval from any agency/authority. 24 Legal The Acquirer and the Company shall The Acquirer and Proceedings be provided immunity in respect of the Corporate Debtor including project Police/CBI/ED/Money Laundering shall be immune related claims Cases pending or arising out of the from any filed by the actions of the existing management of proceedings/actio Company the Company and the Acquirer n of any authority /Company shall not be impacted by the in respect of the MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 adverse result of the said cases. Further, Police/CBI/ED/ any adverse/Material impact on the Money Company/the Acquirer due to the said Laundering Cases cases, the Company/Acquirer shall be pertaining to the indemnified against such adverse period upto the impact by the erstwhile directors/ date of sale management/promoters of the certificate Company in their individual capacity.

All enquiries, investigations and proceedings whether civil or criminal, suits, claims, disputes, proceedings in connection with/ against the Company, present or future in relation to any prior period to the Effective date, or arising on account of implementation of this Term Sheet shall stand withdrawn and dismissed. Upon approval of this Acquisition Plan/Term Sheet, all the enquiries, investigations, notices, suits, claims, litigations, arbitration or other judicial regulatory or administrative proceedings will be deemed to be barred and will not be initiated or admitted against the Company and/or its new management in relation to any act or omission pertaining to the period prior to the Effective Date.

All the litigations pending before any court, tribunal or any other forum by the financial creditor/operational creditors/workmen past or MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 present/employees past or present/any other person shall stand withdrawn /cease to exist/ come to an end against reconstituted Company on the approval of this Acquisition Plan/Term Sheet without any further payment for any of their claim other than those specifically stated to be paid under this Acquisition Plan/Term Sheet.

For removal of any ambiguity or any doubt, it is clarified that all legal and arbitration proceedings initiated by the Company against employers towards claims pertaining to various projects shall continue and any award passed in such proceedings shall accrue to the benefit of the Company including but not limited to the cases pending under arbitration with the Company as a party whether before or after the approval of the Acquisition Plan/ Term Sheet by the Hon’ble NCLT). 25 Consent of The bare reading of Section 53 of the The consent of Existing Insolvency & Bankruptcy Code, 2016 Existing directors, only mentions about settling of the directors, Promoters and liabilities i.e., distribution of the sale Promoters and shareholders proceeds which are received from the shareholders shall assets of the Company. It is nowhere be deemed to the provides that there shall not be any act said sale in favour prone to litigation by erstwhile of the acquirer directors/ guarantors of the Company.

The consent is deemed to be provided

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 by the Ex-Directors/ Promoters/ Guarantors/existing shareholders of the Company for the changes in the capital structure and other corporate actions proposed in this Acquisition Plan/ Term Sheet. 26 No dues All the Secured Lenders shall issue No Granted Certificate Dues Certificate confirming that there shall be no liability against the Company in any manner as well as the consent issued by the Ex-Promoters/ Directors/ Lenders of the Company as mentioned above. 27 Legal Cases All the litigations which have been Granted in terms initiated by the Secured Creditors of clean slate either pending before DRTs and also principle before any local court/ city court, have to be withdrawn, confirming that the complete cases have been withdrawn and no further liability or claim shall be made and/or entitled against the Company. Any award/order/judgment/decree in any court of law / forum / panel of arbitrators or any other adjudicating authority in India as well as outside India against the Company/ Company shall stand discharged. No execution proceedings for any such award / order/ judgment/ decree shall remain pending or can be given effect to or allowed against the company in India or elsewhere. Any claim for contingent

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 liability of the Company over and above captured in the E-Auction Process Memorandum and Addendum to the same, shall stand fully discharged/ settled/ waived as per the provision of the Code. 28 Balance sheet The balance sheet of the Company has The financial to be audited on the Closing Date when statement shall be the entire process is completed for drawn up and taking over of the Company. The audited in audited balance sheet has to be signed accordance with to record/ restate the statement of the provisions of affairs of the Company; assets and Companies Act, liabilities details as on the Closing Date 2013. and the new promoters shall be managing the affairs of the company from the immediate date after the Closing Date and any liabilities arising after the Closing Date for the future business/ statutory liabilities and all other operational creditors/ liabilities shall be borne by the Company and all previous liabilities of any kind of the Company on the Closing Date shall be the responsibility which shall be settled from the proceeds deposited for taking over of the Company. Upon payment to statutory authorities as proposed under this Acquisition Plan/ Term Sheet and provisions of Sec 53(1), no further amounts will become due and payable by the Company after this Acquisition Plan/Term Sheet is approved by the MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 Hon’ble NCLT. The authorities will be required to drop all proceedings against the Company upon approval of this Acquisition Plan/Term Sheet by the Hon’ble NCLT. 29 Old Liabilities All the liabilities as on the Closing Date Granted shall cease to exist and all claims/ demand over the Company or its assets in future against the liabilities for the period prior to Closing Date shall be deemed to be waived off.

12. The Applicant submits that the balance sale consideration of Rs. 22,87,500/- along with interest shall be paid within a period of 90 days towards full and final settlement of all the liabilities of the Corporate Debtor as on Effective Date (i.e. date of approval of the acquisition plan by this Hon’ble Adjudicating Authority). The balance sale consideration as per Regulation 12 of Schedule I has to be paid within 90 days from the date of such demand, further it is also provided that payment made after 30 days shall attract interest at the rate of 12% p.a. Further, the sale shall be cancelled if payment is not received within 90 days. 13. The E-Auction Process Memorandum dated 17.06.2023 clearly stipulates the outer limit of 90 days for payment of balance consideration is 30.10.2023. It is relevant to note the clause 13 of E-Auction process Memorandum which reads as follow: “13. Balance Sale Consideration a. The Successful Bidder shall be required to pay the balance sale consideration within 30 (thirty) days of the date of issuance of the Lol in a single tranche payment after adjusting the EMD amount already paid. b. The successful bidder can make the payment after 30 days (but not later than

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 90 days from the date of issuance of Lol) with interest at the rate of 12%, provided that the sale shall be cancelled if the payment is not received within ninety days. c. Where the Successful Bidder has provided Earnest Money by remittance of cash to the bank account of the Company, the balance sale consideration shall be an amount equal to the bid sum (plus any applicable GST/taxes, registration fees, etc, if any, on 100% of the bid sum) as reduced by the Earnest Money already paid. d. All the payments of the bid amount made by the Successful Bidders shall be made through DD/RTGS/NEFT modes as per the details mentioned in Clause 5 above.” 14. It is clear from a bare reading of the aforesaid clause and Regulation 12 Schedule I of the Liquidation Regulations, 2016 that the balance consideration has to be paid within 90 days along with interest of 12% p.a and not from the effective date as proposed by the Applicant herein. It is apposite to note that the Applicant has stipulated in Clause 3(i) of the acquisition plan that the balance sale consideration shall be paid within 90 days from the date of demand issued by the Liquidator. For the purpose of ascertaining the date of demand, the date of issuance of letter of intent on the Applicant dated 26.07.2023 can be considered. 15. The Applicant was liable to make payment of the balance sale consideration in terms of E-Auction Process Memorandum and Addendum to the E-Auction Process Memorandum latest by 30.10.2023 along with interest of 12% p.a. However, the Applicant has not paid the balance sale consideration in terms of the timeline. Considering the fact that a substantial amount of time has elapsed since commencement of CIRP of the Corporate Debtor, we direct the Applicant to deposit the balance sale consideration within 15 days along with interest of 12% p.a. to be computed from 31.08.2023. In case the Applicant fails to pay the money

MUMBAI BENCH-I IA No.5288 of 2023 In C.P (IB) No.2794 of 2019 the Liquidator shall be at liberty to forfeit the money already deposited by the Applicant herein. 16. In terms of the above direction, IA No. 5288 of 2023 is disposed of as partly allowed.

Sd/- Sd/- PRABHAT KUMAR JUSTICE V.G. BISHT MEMBER (TECHNICAL) MEMBER (JUDICIAL) 13.02.2024 Priyal