In the matter of Sintex Prefab and Infra Limited

IN THE NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD DIVISION BENCH COURT - 1 ITEM No.148 IA/404(AHM)2022 in CP(IB) 321 of 2020 Orders under Section 30(6) & 31 r.w Reg 39(4) IBBI, 2016 IN THE MATTER OF: Chandra Prakash Jain RP of Sintex Prefab & Infra Ltd ........Applicant ........Respondent Order delivered on: 21/12/2022 Coram: Dr. Madan B. Gosavi, Hon’ble Member(J) Mr.Kaushalendra Kumar Singh, Hon’ble Member(T)

PRESENT: For the Applicant : For the Respondent : ORDER

The case is fixed for the pronouncement of the order. The order is pronounced in open Court vide separate sheet.

SD/- SD/- KAUSHALENDRA KUMAR SINGH DR. MADAN B GOSAVI MEMBER (TECHNICAL) MEMBER (JUDICIAL)

BEFORE THE ADJUDICATING AUTHORITY NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD BENCH COURT-1

IA/404(AHM)/2022 IN CP (IB) 321 of 2020

IA/404(AHM)/2022 (An application under Section 30 r.w. Section 31 of the Insolvency and Bankruptcy Code, 2016) In the matter of; Mr. Chandra Prakash Jain Resolution Professional of; M/s Sintex Prefab and Infra Limited, Having his office at D-501, Ganesh Meridian, Opp. Gujarat High Court, S.G Road, Ahmedabad- 380060 ……. Applicant In the matter of: CP (IB) 321 of 2020 (An application under Section 7 of the Insolvency and Bankruptcy Code, 2016) M/s. Bank of Baroda ….Financial Creditor Versus M/s. Sintex Prefab and Infra Limited ….Corporate Debtor Order delivered on 21.12.2022

IA/404(AHM)/2022 IN CP (IB) 321 of 2020 Coram: Dr. Madan B. Gosavi, Member (Judicial) Kaushalendra Kumar Singh, Member (Technical) Appearance: Mr. Monaal Davawala, Advocate for the Applicant. Mr. Navin Pahva, Ld. Senior Counsel a.w Ms. Aaksha Sajnani, Ld. Adv. Mr. Jay Kansara, Ld. Adv ORDER 1. This instant application is filed by Mr. Chandra Prakash Jain Resolution Professional of M/s. Sintex Prefab and Infra Limited under Section 30 r.w. Section 31 of the Insolvency and Bankruptcy Code, 2016 [‘IB Code’] read with regulation 39 (4) of the IBBI (Insolvency Resolution Process for the Corporate Persons) Regulations, 2016 [CIRP Regulations] for approval of the Resolution Plan of M/s. True Guard Realcon Pvt. Ltd. 2. The averments made by the Applicant are summarized as under:- (i) The Corporate Debtor was admitted in the Corporate Insolvency Resolution Process [„CIRP‟] vide order dated 24.02.2021 passed by this Adjudicating Authority and Mr. Chandra Prakash Jain bearing registration no. IBBI/IPA- 001/IP00147/2017-18/10311 was appointed as an Interim Resolution Professional [„IRP’] the applicant herein. IRP published form-A on 03.03.2021 in the “Business Standard” English Newspaper and “Divya Bhaskar” Gujarati Newspaper and constituted the Committee of Creditors [„CoC‟] which comprised of the following members; Name of Creditors Amount of creditors Percent of voting admitted (in Rs.) 323,51,29,452/- 57.11% LIC of India 108,21,64,346/- 19.10% Bank of Baroda 75,47,20,888/- 13.32% Aditya Birla

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IA/404(AHM)/2022 IN CP (IB) 321 of 2020 Finance Limited 22,50,00,000/- 3.97% Union Bank of India 17,53,45,157/- 3.10% State Bank of India 10,15,71,460/- 1.79% Indian Overseas Bank 9,09,44,589/- 1.61% Canara Bank 566,48,75,892/- 100% Total (ii) The 1st CoC meeting was convened on 31.03.2021 wherein the CoC resolved to appoint the IRP, Chandra Prakash Jain as a Resolution Professional, the applicant herein. Form-G was published by the applicant for the submission of the “Expression of Interest” [“EoI”] by the Prospective Resolution Applicants [“PRAs”]on 19.06.2021 in the “Business Standard” English Newspaper and the “Divya Bhaskar” in Gujarati Newspaper. The CoC further decided to extend the timeline for submission of EoIs till 21.07.2021 and finally till 31.07.2021. The Applicant published form-G for an extension of the timeline for submission of EoI on 12.07.2021 and 23.07.2021 and the same is annexed with the application. (iii) The applicant published a provisional list of the Prospective Resolution Applicants on 02.08.2021 and the final list on 11.08.2021. The applicant encouraged the PRAs to submit their resolution plans for the Corporate Debtor and accordingly issued the Request for Resolution Plan along with the evaluation matrix on 05.08.2021. The last date for submission of the resolution plan was kept on 25.08.2021. The applicant had not received any resolution plan within the timeline i.e, 25.08.2021.

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IA/404(AHM)/2022 IN CP (IB) 321 of 2020 But, received a few requests from the Prospective Resolution Applicants for the extension of the date for submission of the Resolution Plan. Considering the request of the Prospective Resolution Applicants and revival of the Corporate Debtor, the CoC extended the date of submission of the resolution plan till 15.09.2021 and further till 27.09.2021. (iv) The applicant in the 13th CoC meeting dated 06.10.2021 apprised the CoC that four Prospective Resolution Applicants namely M/s Eight Capital Advisory Services Pvt. Ltd., M/s KLJ Resources Limited, M/s Premjayanti Enterprises Pvt. Ltd. and M/s True Guard Realcon Pvt. Ltd. have submitted the resolution plan. As a result, the CoC decided to invite the PRAs to the next meeting to discuss the resolution plans, following that discussion between the PRAs and the CoC members continued from the 14th CoC meetings till the 21st meeting dated 24.01.2022. The CoC members even after negotiating with the PRAs were not satisfied with the resolution plans and hence decided to put the plans for e-voting. The E-voting was held and all the resolution plans were rejected by the CoC. (v) The 21st CoC meeting was held on 24.01.2022, the applicant appraised the CoC about the result of e-voting and also about an email received from M/s True Guard Realcon Limited for an extension of time for submission of the revised resolution plan. (vi) The CIRP was to be expired on 26.01.2022, however, the request was made to this Adjudicating Authority on 09.02.2022 to extend the timeline for few days and this Adjudicating Authority directed the counsel of the applicant to continue with the CIRP of the Corporate Debtor. Accordingly, the applicant informed all the resolution applicants to submit their revised resolution plan before 16.02.2022. On further request, the CoC decided to extend

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IA/404(AHM)/2022 IN CP (IB) 321 of 2020 the submission of the resolution plan till 23.02.2022 and thereafter till 26.02.2022. (vii) This Adjudicating Authority vide order dated 15.03.2022 has extended the period of CIRP by 60 days from 26.01.2022 in IA 81 of 2022. Thus, the CIRP was effectively getting over on 27.03.2022. (viii) The CoC in its 24th meeting dated 17.03.2022 decided to put all four revised resolution plans of the Prospective Resolution Applicants for the voting through e-voting which was kept open till 25.03.2022, it was further extended till 11.04.2022. All the members of the CoC after deliberation, and discussing/ considering the feasibility and viability approved the resolution plan of M/s True Guard Realcon Ltd. [„Successful Resolution Applicant’] on 08.04.2022 with 98.21%. The applicant via email dated 08.04.2022 intimated the CoC and the resolution applicant of the result of e-voting on the resolution plans. The applicant also conducted the 25th CoC meeting on 11.04.2022 to decide on the next course of action. The CoC unanimously instructed the applicant to file an application before this Adjudicating Authority for approval of the resolution plan. (ix) The resolution plan complies with section 30(2) of the IB Code read with regulation 38 of CIRP Regulations. The resolution applicant is not ineligible to submit a resolution plan under section 29A of the IB Code. A compliance certificate (form-H) dated 22.04.2022 issued by the applicant is annexed with the application. (x) The resolution applicant has provided a performance security amount @ 10% of initial offers of Rs. 30 crores i.e., Rs. 3 crores along with the required undertaking. (xi) The Successful Resolution Applicant has proposed the following amount to the creditors against their respective claims. 6 | P age

IA/404(AHM)/2022 IN CP (IB) 321 of 2020

Sr. Particulars Amount No. 1. Total Financial Outlay (comprising of Rs.81,26,00,000/- Rs.50,00,00,00/- of Total Cash Recovery + Rs.31,26,00,000/- of IDBI Appropriated Amount). The total financial outlay under the Plan shall be paid in the following manner: 2. Upfront Cash Recovery Rs.30,00,00,000/-

This amount will be utilized to discharge the following dues in priority to the dues of Financial Creditors: a. Unpaid Insolvency Resolution Process Costs, Standstill Period Costs. b. Liquidation Value attributable to the Operational Creditors whose claims have been verified and admitted by the RP (referred to as the Upfront OC Discharge Amount in the Plan). c. Liquidation Value attributable to the Dissenting Financial Creditors whose claims have been verified and admitted by the RP. 3. The Financial Creditors (excluding the Remainder of the Dissenting Financial Creditors) Upfront Cash Recovery + a 7 | P age

IA/404(AHM)/2022 IN CP (IB) 321 of 2020 The further amount of Rs.20,00,00,000/- further amount of shall be paid in the form of Deferred Rs.20,00,00,000/- Consideration, not later than 3 years from the Effective Date. 4. IDBI Appropriated Amount Rs.31,26,00,000/-

This shall be paid to the Financial Creditors in the manner set out in clause 3.1.1 of the Resolution Plan. 5. Insolvency Resolution Process Cost. Rs.50,00,000/- to Rs.60,00,000/- This will be paid in priority to other dues from the Upfront Fund Infusion. 6. The admitted claims of the statutory Rs. 47,79,797/-authorities as on 31.10.2021.

As per the Plan, the governmental authorities will be paid the Liquidation Value attributable to each governmental authority whose claims have been verified and admitted by the RP. Notwithstanding anything contained in the Resolution Plan, the RP is nevertheless bound to ensure that distribution to the governmental authorities is made in accordance with the provisions of the Code and relevant decisions of the Hon’ble Supreme Court including the decision in the matter of 8 | P age

IA/404(AHM)/2022 IN CP (IB) 321 of 2020 State Tax Officer vs Rainbow Papers Limited [2022 SCC OnLine SC 1162].

(xii) As per clause 7.1 of the resolution plan, the successful resolution applicant has sought the following reliefs and concessions;

a) Afford a reasonable opportunity of being heard by the jurisdictional Principal Commissioner or Commissioner, in accordance with section 79 (2) of the IT Act, and following such opportunity approve that all losses of the Corporate Debtor for any previous years (whether or not corporate tax return has been filed for respective financial years) shall be available to be carried forward and set off against the income of the Corporate Debtor. b) Waiver from the payment of fees, charges, stamp duty, a premium on land regularization (whether by the department of registration and Stamps and the Government Authorities of Gujarat and such other states and geographies where the Corporate Debtor or the Implementing Entity carries on its business and operations or where its assets are located), transfer fees (if any payable on land leased from Industrial Development Authority due to potential change of control), registration and/or filing fee (including fee payable to the jurisdictional registrar of the Companies) for various actions contemplated under this resolution plan. c) Whenever it is found that the Corporate Debtor either has not submitted the plan with respect to construction undertaken by it or deviation from the sanction plans/ approvals, and such constructions need to be regularized 9 | P age

IA/404(AHM)/2022 IN CP (IB) 321 of 2020 by the competent authority or it is found by the implementing entity that any approvals, permission, sanction etc. are required under any of the applicable law either prior to or after purchase of any land/ properties or utilization of any lands / and/ or properties for any purpose whatsoever and the Corporate Debtor has failed to undertake the necessary acts then the competent authority shall regularize the construction or sanction or acts or omission of the plans as submitted by the Corporate Debtor within a period of 90 days from the date of approval of the resolution plan. d) The implementing entity shall have deemed to have received waivers from all actions or proceedings or penalties for any applicable law for time being in force on account of non-receipt of permission or grant or had failed to comply with any legal provisions or failure to renew. Additionally, the Corporate Debtor shall be deemed to have received all the permission from the relevant/ competent authority with respect to the land parcels of the Corporate Debtor. e) All licenses, consents, approvals, rights, entitlements, benefits, and privileges whether under law or contract which the Corporate Debtor is entitled or accustomed or require to obtain, including in relation to the construction, occupation, and continuation of its business at its premises or regularization of land shall be deemed to be available without disruption for the benefit of the Corporate Debtor. The Corporate Debtor shall be granted a period of 12 months from the effective date to comply with the statutory obligations without suffering any

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IA/404(AHM)/2022 IN CP (IB) 321 of 2020 adverse implications including any revocation of license or levy of penalties. f) The Corporate Debtor and the implementing entity shall be granted an exemption from all taxes, levies, surcharges, cess, fees, transfer premiums, and the surcharge that arise from or relate to various actions contemplated under this resolution plan (including the issuance of equity shares, change in control etc,). g) The Corporate Debtor shall be granted the refund of the amount adjusted by the Income Tax Authorities against which the Corporate Debtor has filed a rectification application under section 154 of the IT Act for recovery of INR 5.04 cr for FY 2017-18 and FY 2016-17. 3. Heard the Ld. Counsel of the applicant and perused the material on record. It is noted that the Corporate Debtor was admitted in the Corporate Insolvency Resolution Process on 24.02.2021 and Mr. Chandra Prakash Jain the applicant herein was appointed as an IRP. The CoC in its first CoC meeting dated 31.03.2021 confirmed the name of the IRP as a Resolution Professional for conducting the resolution process. 4. The CoC in its 24th meeting dated 17.03.2022 after the deliberation and, discussion on the revised resolution plan of all the four Prospective Resolution Applicants put for the voting through e-voting and all the members of the CoC have approved the resolution plan of M/s True Guard Realcon Ltd. the Successful Resolution Applicant on 08.04.2022 with 98.21%. As per the compliance certificate in form-H, the fair value of the Corporate Debtor is Rs. 65.72 crores and the liquidation value of the Corporate Debtor is Rs. 50.29 crores. The Resolution Applicant is not ineligible to submit the Resolution Plan. A copy of the undertaking of the Resolution Applicant under section 29A of the IB Code is annexed with the application. A 11 | P age

IA/404(AHM)/2022 IN CP (IB) 321 of 2020 certificate in compliance under Regulation 39(4) of CIRP Regulation (Form-H) dated 22.04.2022 is also annexed with the application. 5. The Resolution Applicant has proposed a Scheme of Amalgamation under the Resolution Plan wherein it is proposed that the implementing entities as defined in clause 3.3.3.1 of the Resolution Plan shall be amalgamated in the Corporate Debtor. The Resolution Applicant has proposed to change the name of the Corporate Debtor and enhance the authorised share capital of the Corporate Debtor on the approval of the resolution plan without any further act or deed. The amount admitted and proposed to be paid to the creditors are as under; 6. The amounts provided for the stakeholders under the Resolution Plan are as under: (Amount in Rs. lakh) SI. No. Category of Sub-Category of Amount Amount Amount Amount Stakeholder* Stakeholder Claimed Admitted Provided under the Provided Plan# to the Amount Claimed (%) (1) (2) (3) (4) (5) (6) (7) 1 Secured (a) Creditors not 0 0 N.A. Financial having a right to Creditors vote under sub- (Including N.A. section (2) of conditional amount) section 21 (b) Other than (a) 1015.71 1015.71 above:

(i) who did not vote in favour of the resolution As per Section 53 83925.36 55633.04

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IA/404(AHM)/2022 IN CP (IB) 321 of 2020 Plan of the IB Code (ii) who voted in favour of the [8056] resolution plan [2930+2000+3126]

Total[(a) + (b)] 84941.07 56648.75 8056.00 2 Unsecured (a) Creditors not 24000 0 N.A. N.A. Financial having a right to Creditors vote under sub-section (2) of section 21 (b) Other than (a) 0 0 N.A. N.A. above:

(i) who did not vote in favour of the resolution Plan (ii) who voted in favour of the resolution plan Total [(a) + (b)] 2400 0 N.A. N.A. 0 3 Operational (a) Related Party of Creditors Corporate Debtor (b) Other than (a) As per Section 53 above: of the IB Code.

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IA/404(AHM)/2022 IN CP (IB) 321 of 2020 (i) Government 4771.52 47.97 (ii)Workmen 119.49 82.06 &Employees

76583.87 17801.22 (iv) Other Total[(a) + (b)] 81474.88 17931.25 4 Other debts 70.00 and dues( CIRP Cost) Grand 190415.95 74580 8126.00 Total

7. The Resolution Applicant vide affidavit dated 07.11.2022 has given an undertaking in compliance with the judgment of the Hon‟ble Supreme Court in the matter of “State Tax Officer Vs. Rainbow Paper Limited (2022) SCC Online SC 1162” has stated that on the debt claimed by the Government Authority, the distribution of the amounts received under the resolution plan shall be in accordance with applicable provisions of law and applicable rulings of the aforesaid judgment of the Hon‟ble Supreme Court. In that very affidavit, the Resolution Applicant has also stated that the dissenting Financial Creditor will be paid an amount not less than the amount to be paid to such dissenting Financial Creditor in accordance with section 53(1) of the IB Code in the event of liquidation of the Corporate Debtor and that amount shall be paid in priority. An amount of Rs. 81.26 Crore has been proposed by the Successful Resolution Applicant as a plan value (Rs. 50.00 Crores by the resolution applicant + Rs. 31.26 Crore IDBI appropriated amount). The admitted amount of all the financial creditors is Rs. 566.48 crores including debt in relation to non-convertible debenture and the admitted debt of the Operational Creditor is Rs. 179.31 crores including workmen and 14 | P age

IA/404(AHM)/2022 IN CP (IB) 321 of 2020 statutory dues. The Resolution Plan has proposed to cancel the shares of existing shareholders and the existing paid-up share capital of the Corporate Debtor. The resolution applicant has also provided an amount of Rs. 3,00,00,000/- as performance security. 8. It is also proposed under the resolution plan that upon approval of the resolution plan, the implementing entity shall be entitled to review the terms of any employee, workmen, and key managerial personnel any arrangement for engaging contract labour within a period of 180 days from the effective date. 9. It is to be noted that for getting the approval of the Adjudicating Authority the resolution plan should adhere to the following requirements as per section 30(2) of the Code read with CIRP Regulations: (i) It should provide for the payment of insolvency resolution process costs in priority to the payment of other debts of the corporate debtor. [Section 30(2) (a) of IB Code]; (ii) The repayment of the debts of operational creditors and dissenting financial creditors should not be less than the amount to be paid to such respective creditors in the event of liquidation of the corporate debtor under section 53 of the Code. Moreover, the payment to the operational creditor is to be made in priority over the financial creditor; and the payment to dissenting financial creditor is to be made in priority to the consenting financial creditors. [Section 30(2)(b) of the IB Code read with regulation 38(1)(a) & 38(1)(b) CIRP Regulations]; (iii) Provides for the management of the affairs of the Corporate Debtor after approval of the resolution plan.

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IA/404(AHM)/2022 IN CP (IB) 321 of 2020 [Section 30(2)(c) of the IB Code read with regulations 38(2)(b) CIRP Regulations]; (iv) The implementation and supervision of the resolution plan. [Section 30(2)(d) of the IB Code read with 38(2)(c) CIRP Regulations]; (v) It does not contravene any of the provisions of the law for the time being in force. [Section 30(2)(e) of the IB Code]; (vi) It conforms to such other requirements as may be specified by the Board. [Section 30(2) (f) of the IB Code] Such other requirements of the resolution plan as detailed in IBBI (Resolution Process for Corporate Persons) Regulations, 2016 which are not covered above, are as under:

(a) The resolution plan should include a statement as to how it has dealt with the interests of all stakeholders including financial creditors and operational creditors of the Corporate Debtor. [38 (1A) of CIRP Regulations] (b) The resolution plan should include a statement giving details as to whether the resolution applicant or any of its related parties has at any time failed to implement or caused the failure of implementation of any other resolution plan which was approved by the Adjudicating Authority. [38 (1B) of CIRP Regulations] (c) The resolution plan should provide the term of the plan and its implementation schedule. [Regulation 38(2)(a) of CIRP Regulations]

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IA/404(AHM)/2022 IN CP (IB) 321 of 2020 (d) The resolution plan should also demonstrate that it addresses the cause of default; is feasible and viable; has provisions for its effective implementation; has provisions for approvals required and the timeline for the same. Further that the resolution applicant has the capability to implement the resolution plan. [38(3) CIRP Regulations] 10. In view of the above provisions of the IB Code the resolution plan submitted before us has been examined as follows:

(i) On perusal of the Resolution plan, we observed that clause 3.1.2 (payment of outstanding CIRP costs and standstill period costs) of the Resolution Plan provides that Rs. 50 to 60 lakhs as of 29.09.2021 as a CIRP cost is to be paid in priority over the payments to any other creditors which shall be paid from the internal accrual. If any CIRP cost is not paid from the internal accrual of the Corporate Debtor that shall be paid by the implementing entity on the effective date from the upfront fund infusion. Thereby, the resolution plan complies with section 30 (2) (a) of the IB Code. (ii) The resolution applicant has filed an affidavit dated 07.11.2022 wherein he has stated that as per clause 3.1.3.2 (proposal for the financial creditor) of the resolution plan, the dissenting financial creditors will be paid an amount not less than the amount to be paid to such dissenting financial creditor in accordance with section 53 (1) in the event of a liquidation of the corporate debtor. Clause 3.1.3.3 of the Resolution Plan states that payment to the Operational Creditors in such a manner as may be specified by the Board which shall not be less than the amount to be paid to such operational creditors in the event of a liquidation of the Company under section 53 of the IB Code. The 17 | P age

IA/404(AHM)/2022 IN CP (IB) 321 of 2020 payment to the operational creditor and dissenting financial creditors shall be paid in priority (from the upfront amount). As regards the payment to dissenting financial creditors, it is noted that not only the amount proposed for payment to them should not be less than the amount payable in accordance with section 53 (1) of the IB Code in the event of a liquidation of the Corporate Debtor; but as provided in explanation-1, thereof, the distribution should be fair and equitable also to such creditor. We also note in the present plan that dissenting financial creditors namely “Indian Overseas Bank” having a 1.79% vote have not raised any objection on the ground of discrimination if any in this regard before us. Hence, in our considered view the resolution plan also complies with section 30 (2) ( b) of the IB Code read with the regulation 38(1) (a) & 38 (1) (b) of CIRP Regulations, 2016. (iii) Clause 3.3.1 (at point 4) of the Resolution Plan states that during the period between the plan approval date and the effective date, a Monitoring Committee shall be constituted under part C of clause 3.3 (Implementation steps and schedule) of the plan comprising representatives of the CoC and the Resolution Applicant and all the power of the Board of Directors shall be exercised by the Monitoring Committee. Hence, the resolution plan complies with section 30 (2) (c) of the IB Code read with Regulation 38 (2) (b) of the CIRP Regulations. (iv) With effect from the plan approval date, the supervision of the management of the affairs of the Corporate Debtor and duty to oversee the implementation of the Resolution plan shall inter-alia vest with a steering committee which consists of one representative of the implementing entity and one representative of the financial creditors. Thereby the resolution plan complies

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IA/404(AHM)/2022 IN CP (IB) 321 of 2020 with section 30 (2) (d ) of the IB Code read with regulations 38 (2) (c ) of the CIRP Regulations. (v) Clause 2.8.3 of the Resolution Plan states that the Resolution Plan is not in contravention of provisions of the Applicable law for time being in force. Thereby it complies with section 30 (2) (e) IB Code. (vi) The plan conforms to section 30 (2) (f) of the IB Code with regard to other requirements as specified by the Board in the CIRP regulations. Such other requirements of the Resolution Plan as detailed in CIRP Regulations which are not covered above are as under; a) Clause 3.2 of the resolution plan states that it has dealt with the interest of all stakeholders including financial and Operational Creditors as per the terms set out in the resolution plan. which complies with Regulation 38 (1A) of CIRP Regulations, 2016. b) Clause 2.8.4 of the resolution plan states that the resolution applicant and /or any of the related parties of the resolution applicant has not failed to implement or contribute to the failure of implementation of any other resolution plan approved by the Adjudicating Authority meaning thereby the resolution plan complies with regulation 38 (1B) of CIRP Regulations. c) The Resolution Applicant has proposed to pay the CIRP costs and proposed the amount to be paid to the operational creditor and the dissenting financial creditor which shall not be less the liquidation value as per section 53 (1) of the IB Code. All the amount shall be paid from the upfront payment except deferred payment of Rs. 20,00,00,000/ which shall be paid at the end of three years from the effective date or on the 19 | P age

IA/404(AHM)/2022 IN CP (IB) 321 of 2020 monetization of the properties mentioned in schedule-II Which complies with Regulations 38 (2) (a) of the CIRP regulations. d) Clause 2 of the resolution plan describes the financial strength and experience of the resolution applicant and proposes to address the cause of the default of the corporate debtor. The resolution plan gives the details of the resolution applicant and its group companies and describes the financial position of the resolution applicant. As could be noted therefrom the resolution applicant is one of the companies of Welspun Group, the net worth of the Group is stated to be Rs. 9987 crores in the year 2021, and thus the resolution applicant has the capability to arrange the fund and implement the Resolution Plan. 11. As far as reliefs and concessions claimed by the Resolution Applicant, the law has been well settled by the Hon'ble Supreme Court in the case of Ghanashyam Mishra and Sons Private Limited Vs. Edelweiss Asset Reconstruction Company Limited and Ors. reported in MANU/SC/0273/2021 in the following words: (i) “The legislative intent behind this is, to freeze all the claims so that the resolution applicant starts on a clean slate and is not flung with any surprise claims. If that is permitted, the very calculations on the basis of which the resolution applicant submits its plans would go haywire and the plan would be unworkable. (ii) We have no hesitation to say, that the word "other stakeholders" would squarely cover the Central Government, any State Government, or any local authorities. The legislature, noticing that on account of obvious omission certain tax authorities were not abiding by the mandate of I

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IA/404(AHM)/2022 IN CP (IB) 321 of 2020 & B Code and continuing with the proceedings, has brought out the 2019 amendment so as to cure the said mischief…” 12. In view of the above, we hold that the Resolution Applicant cannot be saddled with any previous claim against the Corporate Debtor prior to the initiation of its CIRP. The permits, licenses, leases, or any other statutory right vested in the Corporate Debtor shall remain with the Corporate Debtor and for the continuation of such statutory rights, the Resolution Applicant has to approach the concerned statutory authorities under relevant laws. 13. In view of the above, we are of the considered view that the Resolution Plan has complied with the provision of Section 30(2) of the IB Code and Regulations 38 and 39 (1) of CIRP Regulations. It appears that the extended CIRP was to be expired on 27.03.2022 and the present application has filed on 25.04.2022. But, considering the object of the IB Code and the present scenario of the plan we condone the delay. Accordingly, we allowed this present application with the following orders:-

I. Application is allowed. II. The resolution plan of M/s. True Guard Realcon Private Limited for Corporate Debtor i.e., M/s Sintex Prefab and Infra limited stands allowed as per Section 30(6) of the IBC, 2016. III. The approved „Resolution Plan‟ shall become effective from the date of passing of this order. A copy of this approved plan is enclosed with this order. IV. The order of moratorium dated 24.02.2021 passed by this Adjudicating Authority under Section 14 of the IB Code

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IA/404(AHM)/2022 IN CP (IB) 321 of 2020 shall cease to have effect from the date of passing of this order. V. The Resolution Professional shall forthwith send a copy of this order to the participants and the Resolution Applicant(s). The necessary approval as regards to the proposed amalgamation of the implementing entities (Transferor Company) with the Corporate Debtor (Transferor Company) after taking over as per the resolution plan can be sought as provided under section 230-232 of the Companies Act, 2013. Moreover, the resolution applicant may approach the concerned authority for changing the name of the Corporate Debtor and enhancement of the authorized share capital as proposed under the scheme of amalgamation. VI. The Resolution Professional shall forward all records relating to the conduct of the Corporate Insolvency Resolution Process and Resolution Plan to the Insolvency and Bankruptcy Board of India to be recorded in its database. VII. Accordingly, IA/404 (AHM)/2022 in CP(IB) 321 (AHM)/2020 is allowed and stands disposed of in terms of the above directions. VIII. A certified copy of this order, if applied for, is to be issued to all concerned parties upon compliance with all requisite formalities.

SD/- SD/- KAUSHALENDRA KUMAR SINGH DR. MADAN B GOSAVI MEMBER (TECHNICAL) MEMBER (JUDICIAL)

Ramashish

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