14th May, 2025 Approval of Resolution Plan - Madurai Krishna Network Private Limited [IA (IBC)/2142 (CHE)/2023 in CP (IBC)/ 290 (CHE)/ 2021] (1.08 MB)

IA (IBC)/ 2142 (CHE) /2023 in CP (IB)/ 290(CHE)/ 2021 - In the matter Madurai Krishna Network Private Limited

Page 1 of 45 IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH – II, CHENNAI IA (IBC)/ 2142 (CHE)/ 2023 In CP (IBC)/ 290 (CHE)/ 2021 (Filed under Section 31(1) of the Insolvency & Bankruptcy Code, 2016 read with Regulation 39(4) of Insolvency & Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016)

In the matter of Madurai Krishna Network Private Limited, CIN: U74900TN2010PTC077867

SHRI A ARUMUGAM, Resolution Professional of Madurai Krishna Network Private Limited, No. 1/56, Market Road, Devi Stores, 1st Floor, Kelambakkam, Chennai, Tamil Nadu – 603 103 … Applicant/Resolution Professional

In the matter of
JIANGSU YINHE ELECTRONICS COMPANY LIMITED … Operational Creditor -Versus- MADURAI KRISHNA NETWORK PRIVATE LIMITED … Corporate Debtor

Order Pronounced on 8th April 2025

CORAM

SHRI JYOTI KUMAR TRIPATHI, MEMBER (JUDICIAL) SHRI RAVICHANDRAN RAMASAMY, MEMBER (TECHNICAL) Present: For Applicant/ RP : Mr. Om Prakash, Senior Advocate,
Mr. Kasturi Rangan, Advocate and RP in Person For Successful Resolution Applicant/ erstwhile Promoters

: Mr. Ramasamy Meyappan, Advocate For Operational Creditor : Mr. T V Suresh Kumar, Advocate

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Page 2 of 45 ORDER (Hearing conducted through Hybrid Mode)

1. IA(IBC)/2142/(CHE)/2023 in CP(IB)/290(CHE)/2021 is an application filed by the Resolution Professional of the Corporate Debtor Viz., Madurai Krishna Network Private Limited on 28.10.2023 under Section 31(1) of the Insolvency & Bankruptcy Code, 2016 (hereinafter referred to as (“the Code”)) read with Regulation 39(4) of the Insolvency & Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 seeking reliefs as follows:
   a) To approve and give effect to the resolution plan submitted by the successful resolution applicant Mr.Sikkandar & Mr.Mohana Prasad, the suspended directors of CD as approved by the COC by e-voting with 100% % of voting share U/s 31(1) of IBC 2016 of the corporate debtor M/s Madurai Krishna Network Private Limited. b) To consider and if deems fit approve the fees of Resolution Professional fees as Rs.1,00,000 per month + GST (Rupees One Lakh per month) and provision for performance linked incentive fee for value maximization in accordance with Regulations 34B and Schedule —II of INSOLVENCY AND BANKRUPTY BOARD OF INDIA (INSOLVENCY RESOLUTION PROCESS FOR CORPORATE PERSONS) REGULATIONS 2016 (Rs.14,50,223) and Regulation 31 A. c) To approve the condonation of delay of 58 days in filing this application. d) To pass such other orders or further orders in this regard as this Hon'ble Tribunal may deed fit and proper and thus render justice.
2. The Applicant has submitted that, there is a delay of 58 days in filing the present application which seeks for approval of the resolution plan passed by the CoC of the Corporate Debtor on 17.04.2023. It is submitted that, the original application for approval of the Resolution Plan passed by the CoC of the Corporate Debtor was filed on 07.05.2023 which had been numbered as

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Page 3 of 45 IA(IBC)/ 804(CHE)/ 2023 and listed before this tribunal on various dates and finally got dismissed on 17.08.2023. The operational portion of said dismissal order is extracted as follows, “A perusal of Form-H at 'Page No. 213' reveals that Form-H was signed on 02.05.2023. It is also seen from 'Page No. 219' under 'para-15', ‘sub-para – 4’ the RP has made a declaration that in the 'fraudulent transactions under Section 66 the date of filing is 09.05.2023. The extract of the Page No. 219 is reproduced below:

It is also seen from the Affidavit Verifying the present application was affirmed on 21.04.2023 whereas this application was filed on 02.05.2023. The plan has been approved by the COC on 17.04.2023. The plan is of ex- promoters taking benefit of Section 240A as MSME. During the course of hearing today, Counsel for the RP submits that Section 66 application was filed as IA(IBC)/ 1236(CHE)/ 2023 and was affirmed on 16.052023 but electronic filing as per DMS portal of NCLT was done only on 19.05.2023. Apparently, after filing the. petition seeking approval of the Resolution Plan of the MSME promoters, the application under Section 66 was brought on record of this Tribunal Be that as it may, there exist serious anomaly as regards the execution of the present application, Fonn-H filed along with the application is of a different date which is after later to the date of Affidavit Verifying Application. We fail to understand how application can be filed with such anomalies. In view of the contradictions in the dates and suppression of vital being non- disclosure of IA(IBC)/1236(CHE)/2023 pertaining to Section 66 as mentioned above, this IA(IBC)/1236(CHE)/2023 stands dismissed.

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Page 4 of 45 The Sole Financial Creditor representing the COC is not present during the hearing. As reported by the RP, one Mr. Chandrasekaran, DGM of Canara Bank has not participated in the hearing. He is requested to appear on the next date of hearing. RP to inform the COC member accordingly.”

It is also submitted that the said dismissal order was uploaded on 31.08.2023. Subsequently, the applicant took legal suggestion on further actions particularly filing of fresh application for approval from this tribunal. In view of same he called for CoC meetings on 18.10.2023 in which the CoC approved for refiling of a fresh application for the approval of the Resolution Plan rectifying the issues discussed in the dismissal order. Upon calculation of the time period for filing the present application after excluding the time period involving in adjudication of the earlier application IA(IBC)/ 804(CHE)/ 2023 till 31.08.2023, from the 01.09.2023 to 28.10.2023, there was a delay of 58 days. Upon observation of the applicant submissions, this tribunal considers it as just to condone the delay of 58 days, in relation to adjudication of the present application for approval of Resolution Plan which is aiming at the reviving of the CD and resolving the issues of Insolvency. Thereby the delay of 58 days in filing the present application is hereby condoned. 3. ABOUT THE CORPORATE DEBTOR
The Corporate Debtor Viz. Madurai Krishna Network Private Limited is an Indian Private Limited company incorporated under the provisions of the Companies Act, 1956, engaged mainly in the business of providing complete entertainment solutions for the general public in Tamil Language all over Tamil Nadu & Pondicherry states, broadcasting entertainment programme such as cinema, jokes, worship places, interviews with leading personalities, medical, fashion related shows etc., 24*7. It has its own studio with reasonable facilities and signed tie-up

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Page 5 of 45 with Tata Communications Limited for Up - Linking the signal to the Cable TV operators who in turn bring the program to the drawing rooms of common man by connecting through set up boxes for quality and uninterrupted entertainment. Further, the Corporate Debtor have 3 channels namely MKTV, MKTV Tunes & MKTV Six with a good studio at Chennai to conduct entertainment programs such as Interview, dance, discussions on current affairs and other contents. It utilizes freelance programmers/reporters to cover outdoor programs. It hires camera and other equipment for outdoor programs. The CD states that it has future plans to go for news channel and sports channel and uses the service of Tata Communications Ltd for Up-Linking the programs and Down- Linking to individual links are done by V.K. Digital Network. Arasu cable TV network is relaying the program to all the homes in Tamil Nadu & Pondicherry states. The Corporate Debtors has also been registered as Medium Enterprise. The executive summary of the Corporate Debtor is as hereunder,

Name of the Corporate Debtor
Madurai Krishna Network Private Limited
CIN U74900TN2010PTC077867 UDYAM (MSME) Registration No. UDYAM-TN-12-0002127 Date of Incorporation 28.10.2010 Registered Office 1, Malligai Malar Street, Bharathi Nagar, Krishna Colony, Madurai, Tamil Nadu, India – 625 014

4. CORPORATE INSOLVENCY RESOLUTION PROCESS OF MADURAI KRISHNA NETWORK PRIVATE LIMITED

The Corporate Insolvency Resolution Process in respect of the Corporate Debtor viz., Madurai Krishna Network Private Limited was initiated by this Adjudicating Authority vide its order dated 22.07.2022

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Page 6 of 45 based on an application moved by Jiangsu Yinhe Electronics Company Limited, PR China, in the capacity of an Operational Creditor under Section 9 of the code in CP (IB)/290(CHE)/2021, and Ms. Asha Rathod was appointed as the ‘Interim Resolution Professional’. The IRP made Public Announcement on 28.07.2022 in dailies, Financial Express (English) and Malaimalar (Tamil) and thereafter constituted the Committee of Creditors (CoC) on 17.08.2022 with the sole financial creditor, Canara Bank. Thereafter, based on an application
IA (IBC)/ 99(CHE)/ 2022, the applicant herein Mr. Arumugam Arumugam was appointed as the Resolution Professional vide order dated 22.09.2022.
The RP received 7 EoI, after the publication of 1st round of Form G dated 01.11.2022, and the CoC in its 8th meeting (08.12.2022) approved final list of 5 EoI applicants who were considered as eligible. No EMD was received till 14.01.2023 despite the last date for submitting the Resolution Plan was 14.01.2023 as per the Form G dated 01.11.2022. Meanwhile, the Operational Creditor, Jiangsu Yinhe Electronics Co. Limited has submitted its Form FA with a tripartite agreement dated 11.01.2023. The said agreement was in the nature of settlement entered among the OC, SRA and Unsuccessful Resolution Applicant Viz. Akshaya Diginet Cable Vision Private Limited on certain terms and conditions. In parallel, the CoC approved for publication of fresh Form G (2nd Round of Resolution) as no resolution plan was received. Second Form G was published on 17.01.2023 in the Business Standard (English) and Malaimalar (Tamil). This time 3 EoI was received and during the 11th CoC dated 02.02.2023, approved said EoI applicants as eligible to submit the Resolution Plans.

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Page 7 of 45 On 23.03.2023, the 13th CoC has approved the final list of 2 Resolution applicants out of 3 plans received from the EoI applicants. The two Resolution Applicants are as follows,

1. Mr. Sikkandar and Mr. Mohana Prasad (Suspended Directors of the MSME CD)
2. M/s. Akshaya Diginet Cable Vision Private Limited The Two Prospective Resolution Applicants explained their plan during the 14 – 16th CoC meetings. The CoC gave opportunity to modify and improvise their plans and the amended Resolution Plan was submitted on 12.04.2023 & 13.04.2023.
   In the 16th CoC meeting dated 10.04.2023, it was decided to vote on the Resolution Plans submitted by the Prospective Resolution Applicants along with considering withdrawal of CIRP U/s. 12A of the Code by filing Form-FA submitted by the OC, Jiangsu Yinhe Electronics Co. Ltd. and other matters. The e-voting happened between 15.04.2023 to 16.04.2023 and results were intimated to CoC in the 17th CoC meeting dated 17.04.2023, where the Plan was approved by the CoC with 100% voting share. The key dates and events during the Corporate Insolvency Resolution Process period are tabulated as hereunder,

S. NO. DATE EVENTS 1.
22.07.2022 Initiation of CIRP, Appointment of IRP in respect of the CD 2.
28.07.2022 Public Announcement through Publication regarding initiation of Corporate Insolvency Resolution Process 3.
17.08.2022 The Committee of Creditors was constituted by the IRP based on the claims received 4.
24.08.2022 1st CoC Meeting
5.
22.09.2022 Confirmation of IRP into RP

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Page 8 of 45 6.
07.09.2022 & 22.10.2022 Appointment of Registered Valuer for valuation of Plant and Machinery 7.
01.11.2022 Invitation for Expression of Interest (EoI) and Publication of Form G (1st Round of Resolution) 8.
05.11.2022 Finalised List of Eligible PRA’s (1st Round) 9.
05.11.2022 Invitation for Resolution Plan (1st Round) 10.
14.01.2023 Last Date for submission of Resolution Plan (1st Round) 11.
16.01.2023 Invitation for Expression of Interest (EoI) and Publication of Form G (2nd Round of Resolution) 12.
17.01.2023 End of 180 days of Corporate Insolvency Resolution Process Period 13.
08.02.2023 Finalised List of Eligible PRA’s (2nd Round) 14.
09.02.2023 Invitation for Resolution Plan (2nd Round) 15.
14.02.2023 Order extending CIRP Period for 90 days vide
IA(IBC)/132(CHE)/2023 till 17.04.2023 16.
10.03.2023 Last Date for submission of Resolution Plan (2nd Round) 17.
29.03.2023 14th CoC meeting approving the appointment of forensic auditor 18.
03.04.2023 Mr. Manimaran was appointed as the Forensic Auditor to make necessary investigation and examination. 19.
17.04.2023 Order Extending the CIRP Period till 16.06.2023 20.
17.04.2023 & 20.04.2023 Discussion of the Resolution Plan by the CoC in its 17th Meeting followed by the e-voting approval. 21.
02.05.2023 Filing of IA(IBC)/804(CHE)/2023 before this Tribunal for consideration of the CoC approved Resolution Plan 22.
13.05.2023 Report submitted by the Forensic Auditor 23.
19.05.2023 IA(IBC)/1236(CHE)/2023 - Application filed under Sec 66 of IBC against the suspended directors / Present SRA 24.
17.08.2023 Dismissal of IA (IBC)/804(CHE)/2023 by this Tribunal.

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Page 9 of 45

The Original Shareholding of the CD, as on 31.03.2022 is as follows,

S. No. Name of the Shareholder No. of Shares valuing Rs.10 each Value in Rs. 1 Poovalingam Sikkandar 68,32,781 6,83,27,810 2 Mohan Prasath Sikkandar 9,67,219 96,72,190 3 Poorna Prasath Sikkandar 3,00,000 30,00,000

The details of Claims stated as follows: S. No. Claim Received From Claim Amount Admitted Claim Remarks 1 Canara Bank Rs.5,79,60,351 Rs.4,71,40,159

2 Jiangsu Yinhe Electronics Co. Ltd. Rs.5,09,95,190 Rs.5,09,95,190

3 Tata Communication Ltd. Rs.34,22,833 Rs.34,22,833

4 GST, Statutory Dues Rs.3,53,10,216 0 Claim Rejected as it was filed belatedly. 5 ESIC Rs.14,147 Rs.14,147

Details of Valuation:

It is submitted that, RP has appointed two valuers namely, Mr. Jayaraman and M/s. Mayileru & Co to carry out valuation of Plant and Machinery of the Corporate Debtor. The two valuers have valued the Plant and Machinery of the CD and has given following values, 25.
18.10.2023 23rd CoC meeting approving the RP to refile an application for approval of Resolution Plan by the Adjudicating Authority. 26.
28.10.2023 Filing of the Present Interim Application, again seeking for approval of Resolution Plan by AA.

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Page 10 of 45

The liquid current assets of the CD stated are as follows,

It is submitted that the Applicant has already filed an application which was numbered as IA(IBC)/ 804(CHE)/ 2023 for approval of the Resolution Plan approved by the CoC of the Corporate Debtor which was dismissed by this Tribunal on account of certain irregularities. Therefore, the present application is filed freshly after seeking necessary approval from the CoC which is deliberated early in this order. The present application was earlier reserved for orders on 11.06.2024 and de-reserved on 25.09.2024, after finding the fact that, a litigation was proceeded involving the CD and connected to the Resolution Plan before the Hon’ble High Court of Madras, where an interim stay was granted vide

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Page 11 of 45 order dated 28.06.2024 in CRP No.2423 of 2024, which was finally disposed as dismissed on account of withdrawal of the petition before the Hon’ble High Court of Madras on 12.11.2024.
5. DELIBERATION OF THE COC ON THE FEASIBILITY OF THE PLAN
During the 16th CoC Meeting held on 15.04.2023, the members of the CoC made their deliberations on the Resolution Plan submitted by the SRAs and decision was made to vote on the same. Accordingly, the Resolution Plan was approved unanimously by the Canara Bank, the Sole Financial Creditor and the CoC member with voting right during the
e-voting conducted between 15.04.2023 to 16.04.2023. The e-voting results were declared during the 17th CoC meeting held on 17.04.2023. The details of resolutions subjected for voting is extracted hereunder,

The CoC has approved the Resolution Plan as follows,

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Page 12 of 45 “Based on the e-voting conducted on 15.04.2023, the following resolutions are passed by the Committee. l) Resolution No. l Resolved that the Committee of Creditors with 100% voting share has approved that the Suspended Directors Mr. Sikkandar & Mr. Mohana Prasad are selected as Successful Resolution Applicant and their revised resolution plan submitted by the suspended directors the Suspended Directors Mr. Sikkandar & Mr. Mohana Prasad are approved by the Committee of with 100% voting share. 2) Resolution No. 2 Resolved that the Creditors Committee of with 100% voting share has rejected the proposal submitted by M/s Akshaya Diginet Cable Vision Network Pvt Ltd. 3) Resolution No. 3

Resolved that the Committee of Creditors with 100% voting share has rejected the application for withdrawal U/s 12A of Code in Form-FA submitted by M/s Jiangsu Yinhe Electronics Co., Ltd. 4) Resolution No. 4 Resolved that the Committee of Creditors with 100% voting share has approved that the interest on interim finance on CIRP amount spent by Canara Bank as part of CIRP cost payable by the successful resolution applicant.”

It is observed that, during the 23rd CoC meeting dated 18.10.2023, the RP had communicated the dismissal of IA (IBC)/804(CHE)/2023 which was filed for approval of Resolution Plan by this Adjudicating Authority on 17.08.2023. Subsequently, the CoC approved the RP by passing resolutions to refile the application for approval of resolution plan with the Adjudicating Authority as follows, “After Prolonged discussions, the following decisions are taken, 3) Resolution No. 1

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Page 13 of 45 Resolved that the Committee of Creditors with 100% voting share has approved that the application for approval of resolution plan have to be refilled with corrections in Form-H. 4) Resolution No. 2 Resolved that the Committee of Creditors with 100% voting share has approved the extension of 60 days by exclusion from 18.10.2023 to complete the CIRP process. 5) Resolution No. 3 Resolved further that the Committee of Creditors with 100% voting share has approved and directed the Resolution Professional to file the necessary application in NCLT. 6) Resolution No. 4 Resolved further that the Committee of Creditors with 100% voting share has approved the additional CIRP cost for the CD as a going concern expenses.” 6. DETAILS OF THE SUCCESSFUL RESOLUTION APPLICANT (SRA) NAME CATEGORY ELIGIBILITY OF RA

1. Poovalingam Sikkandar
2. Mohana Prasath Sikkandar
3. Poorna Prasath Sikkandar Individuals (Except Poorna Prasath Sikkandar other two are Promoters/ Suspended Directors of the CD) Eligible - Affidavits & Declarations to that effect has been submitted.
   It is submitted that the CD is a MSME within the meaning of MSME Act, 2006 and in view of Section 240A of the code, existing Promoter / Principal Shareholders are entitled to submit Resolution Plan and take part as Resolution Applicant. It is also stated that the Resolution Applicants are eligible to submit a Resolution Plan in terms of 'Invitation seeking Resolution Plan for Madurai Krishna Network Private Limited' dated 08.02.32023 and submitted that they are not disqualified U/s.29A of the IBC Code since the

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Page 14 of 45 corporate debtor is a MSME undertaking and an affidavit to that effect has been submitted with the Resolution Professional at the time of submission of Expression of Interest. Thus, the Promoters have become the Successful Resolution Applicant when the CoC approved their Plan. It is submitted that the SRA have vast experience in the field and their information from the Plan is extracted as follows, Name of the Resolution PAN DIN Experience in the Industry (in years) Poovalingam Sikkandar AYBPS0300G 03208599 43 Mohana Prasath Sikkandar AYXPM3405C 03247924 11 Poorna Prasath Sikkandar CJOPP4416N 06777006 6 7. SOURCE OF FUND On Perusal of the Plan document, it is submitted that the source of funds proposed to be paid by the SRA are observed as follows,  The Sum of Rs.4,16,25,397/- (Rupees Four crores, sixteen lakhs, twenty-five thousand, three hundred and ninety-seven only) would be paid as an upfront amount. The sources of the said amount are,

1. Rs.298 Lakhs which is already available in the form of Fixed Deposit Receipts in the name of the Corporate Debtor and the Suspended Directors.
2. Rs.18.11 Lakhs which is deposited in the account of the CD
3. Rs.0.14 Lakhs which is already paid to the ESI by the RP
4. Rs.100 Lakhs which is paid as EMD will be made available by the SRA.

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Page 15 of 45  The Sum of Rs.3,04,50,711/- (Rupees Three crores, four lakhs, fifty thousand, seven hundred and eleven only) will be freshly infused by the Resolution Applicants by way of equity/ quasi equity/ debt fund.  Mohana Prasath Sikkandar, one of the SRA, has provided two Performance Bank Guarantee from ICICI Bank, Ekkatuthangal Branch, Chennai to a tune of Rs.3,25,75,000/- (Rupees Three crores, twenty-five lakhs and seventy-five thousand only) in total dated 11.07.2023 in favour of the CD.  The detailed treatment of admitted claims and payment were discussed in 9 Points as Notes at Page 30 to 33 of Plan Document.

7. SALIENT FEATURES OF THE RESOLUTION PLAN

o The Corporate Debtor is a Small-Scale Enterprise (MSME). The New Director along with the existing Promoters intends to bring additional funds to the tune of Rs.4,50,76,108 (Rupees Four Crores Fifty Lakhs Seventy-Six Thousand One Hundred and Eight only) out of which EMD amount of Rs. 100.00 Lakhs, Rs.28.00 Lakhs lien marked fixed deposit in the name of Mr. Mohana Prasath, amount already brought in during CIRP

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Page 16 of 45 period of Lakhs, ESI paid of Rs.0.14 Lakh and the balance Rs.304.50 Lakhs in a phased manner as Promoter’s Contribution towards resolution Plan.

o The New Director will ensure that the expertise and resourcefulness of existing management is optimally utilized to revive and revitalize the Corporate Debtor.

o The New Director would have powers to bring about check and control with reference to operations of the Corporate and restructure the operations of Corporate Debtor should there be need for additional funds or working capital requirements.

o The existing Promoters have already deposited a sum of Rs.100.00 Lakhs towards Earnest Money Deposit to show their willingness to revive the Corporate Debtor and the same need not be refunded back if the resolution plan being approved, hence the same may be treated as Initial contribution towards implementation of the resolution plan.

o In line with the Reserve Bank of India Circular No: RBI/2018-19/203, DBR No: BP: BC: 45/21.04.048/2018 dated June 7th 2019, the Proposed Resolution Plan is envisaging Change in Management and a New Director, Mr. Poorna Prasath Sikkandar, will be inducted into the Board, whose Profile is given below:

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Page 17 of 45 o Resolution Applicants meet the criteria approved by the CoC having regard to the complexity and scale of operations of business of the CD in line with Section 25(2)(b) of the Code and are eligible to submit resolution plan as per Section 29A of the Code as the Corporate Debtor is a Medium Scale Enterprise (MSME).

o The Proposed Resolution Plan is in conformity and providing for payment as per Section 30(2) of the Code and related regulations including the mandatory requirements.

o Payment of Corporate Insolvency Resolution Process cost will be paid in priority. Necessary provisions for payment of the same in priority to all other debts of the Company, has been envisaged in the Resolution Plan as below; a. the payment to the operational creditors in line with Regulation 38(1) of the Code has been given priority in payment over financial creditors b. payment to the financial creditors who did not vote in favour of the resolution plan c. provides for the management of the affairs of the corporate debtor d. provides for the implementation and supervision of the resolution plan e. The Proposed resolution plan is feasible and viable in line with section 30(4) of the Code

o The Proposed Resolution Plan has provisions for its effective implementation plan as per section 31(1) of the Code.

o The resolution applicants, or any of its related parties has not failed to implement or contributed to the failure of implementation of any resolution plan approved under the Code and complied with provisions of the Regulation 38(IB) of the Code.

o In line with Regulation 38(2) of the code, the Proposed resolution Plan providing the term of the plan and its implementation schedule, the management and control of the business of the corporate debtor during its term and adequate means for supervising its implementation.

o The proposed resolution plan has provided payment to all stakeholders in the following manner

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8. PAY-OUT TO STAKEHOLDERS AS PROPOSED IN THE PLAN From the Notes to the Detailed Treatment of Admitted Claims under Section VI of the proposed plan, payout to the stakeholders of the plan is inferred as below; CIRP Costs:  Total estimated CIRP cost for 15 months would be Rs.193.00 Lakhs. It is stated that, a sum of Rs.18,11,250/- which was already paid on different dates after the CIRP Commencement in the account of CD maintained with the Canara Bank would be considered as Promoters Contribution and shall be treated as upfront contribution of the Resolution Applicants on acceptance of the Letter of Intent and should be adjusted towards the liability against the CIRP costs.  The Balance amount of Rs.1,74,88,750/- towards the CIRP costs would be paid within 5 days from the approval of the Resolution Plan by the SRA.

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Page 19 of 45 Financial Creditors: Total admitted claim of the sole Secured Financial Creditor, Canara Bank to a tune of Rs.4,71,40,159/- will be settled in full as follows,  Fixed Deposit for a value of Rs.2,70,00,000/-, which is in the name of the CD as on the date of CIRP commencement shall be set off against the settlement liability and should be treated as upfront contribution from the SRA.  Fixed Deposit for a value of Rs.28,00,000/- which is in the name of Mr. Mohana Prasath, one of the suspended director and present SRA as on the date of the CIRP commencement, shall be set off against the settlement liability and should be treated as upfront contribution from the SRA.  EMD for a value of Rs.1,00,00,000/- which is submitted with the RP for the process of submission of Resolution Plan shall be adjusted towards the settlement liability of the Financial Creditor.  The Balance sum of Rs.73,40,159/- would be settled within a period of 14 days from the approval of the Resolution Plan to the Financial Creditor. Operational Creditors:

Plan proposes payment of total amount of Rs.54,41,802/-, which is 10% of the total admitted claim amount Rs.5,44,18,023/- of the Operational Creditors.  A sum of Rs.50,99,519/- Lakhs will be paid to Jiangsu Yinhe Electronics Co. Limited, operational creditor towards the admitted claims of Rs.5,09,95,190/- within 5 days from the approval of the Resolution Plan by AA.  A sum of Rs.3,42,283/- will be paid to Tata Communications Limited, Operational creditors towards the admitted claim of

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Page 20 of 45 Rs.34,22,833/- within 5 days from the approval of the Resolution Plan by AA. ESI Dues: ESI dues to a tune of Rs.14,147/- that including interest, penalities, and damages has been already paid by the RP during the CIRP period. Therefore the said amount shall also be treated as upfront contribution upon approval of the plan and adjusted against the liabilities. IBBI Fees: The Payout Scheme further includes the IBBI fees of 0.25% of the Plan value which arrives at Rs.1.80 Lakhs. 9. IMPLEMENTATION COMMITTEE (IC)

 Section VII of the Resolution plan discuss about the Implementation committee that shall be constituted to monitor the implementation of the Plan.
The Implementation Committee shall comprise of following persons -

1. A Resolution Professional, mutually agreed between the Financial Creditor and the Resolution Applicant
2. A person chosen by the financial creditor.
3. A person chosen by the Resolution Applicant.  The IC shall consist of persons nominated by CoC as custodians and shall be appointed as supervisor to implement the Resolution Plan till complete implementation of the proposed Resolution Plans as approved by the Adjudicating Authority.  The proposed Custodian Shall open an escrow account in the Corporate Debtor's name and the Resolution Applicants shall deposit the money as agreed in the plan as per the stipulated timelines.  Further the Custodian shall operate the said account and settle all the stakeholders as per the plan as approved by the Adjudicating Authority.

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Page 21 of 45  The committee members with the assistance of the Custodian will make best efforts for successful implementation of the plan. Further arrangement for infusing working capital as and when required will be infused by the Resolution Applicants as decided by the management team of the Corporate Debtor for smooth operation of the business.  The Company shall be revived within Six Months from the effective date to keep the company as a going concern and operate in its normal course of production in the supervision of the Implementation Committee till the full payment deposited into the escrow account as envisaged in the agreed Resolution Plan.  From the chart of Plan implementation time line, the time scheduled for payments is inferred hereunder. 1. Time Line of Implementation provides for Schedule of Payments to the stakeholders under the Resolution Plan. 2. It is inferred that, as per the Time Line chart, the Total Payable amount stands at Rs.7,20,76,108/- (Rupees Seven crores, twenty lakhs, seventy-six thousand, one hundred and eight only) out of which Rs.6,47,35,959/- (Rupees Six crores, forty- seven lakhs, thirty-five thousand, nine hundred and fifty-nine only) will be paid within 5 days from the Effective date and the remaining Rs.73,40,159/- (Rupees Seventy-Three lakhs, forty thousand, one hundred and fifty-nine only) will be paid within 14 days from the Effective date. 3. The detailed settlement proceeds are as follows, Within 5 days from the effective date: For Canara Bank (Sole Financial Creditor) - Rs.3,98,00,000/- For CIRP Cost

• Rs.1,93,00,000/- For Operational Creditors

• Rs.54,41,802/- For Provident Fund and ESI Dues

• Rs.14,147/- For IBBI Fees

• Rs.1,80,000/-

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Page 22 of 45 Within 14 from the effective date: For Canara Bank (Sole Financial Creditor) - Rs.73,40,159/-

Other Timelines: Within 90 days from approval of the Resolution Plan by AA: Writing off the Present Equity Share Capital. Infusion of Fresh Equity Capital as discussed in Plan.

Till 6 months/ 180 days from the effective date: The Supervision of the implementation committee would continue till the full payment is deposited into the escrow account as discussed in the proposed plan, and ensure the revival of the Company by keeping it as a going concern and operating it in normal course or production.

 The Projected timeline of Plan Implementation, which is tabulated at Page 64 of the Plan is extracted as follows,

10. MANAGEMENT OF THE CORPORATE DEBTOR
     Board of Directors and Management team: On approval of the proposed Resolution Plan, the Resolution Applicants will appoint the Board of Directors for managing the affairs of the Revived Corporate Entity.  Share Holding Structure of the Corporate Debtor

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Page 23 of 45 The Resolution Applicants shall be the 100% shareholder of the Corporate Debtor and undertakes that on approval of the Resolution Plan by the Adjudicating Authority, it shall comply with all the stipulations mentioned in the Resolution Plan proposed. The proposed Shareholding pattern is extracted as follows,

 Applicants shall infuse funds for working capital by way of raising funds through banking channel or from borrowing funds. The further investment of funds and operations and management of the Corporate Debtor shall be in terms of Articles of Association and Management agreements if any entered between the parties. 11. MANDATORY COMPLIANCE UNDER IBC & CIRP REGULATIONS SEC./ REG. MANDATORY COMPLIANCE UNDER CIRP REGULATION
COMPLIANCE UNDER
RESOLUTION PLAN Sec. 25(2) (h) Resolution Applicant meets the criteria approved by the CoC having regard to the complexity and scale of operations of business of the CD Section V, under the head Resolution Applicants, at Page 24 of the Resolution Plan. Sec. 29A Eligibility of the RA to submit Resolution Plan. Section III, under the head Declarations, at Page 7 & 8 of the Resolution Plan. Sec. 30(1) Resolution Applicant to submit an affidavit stating that he is eligible under Sec. 29A of the Code, 2016 Section V, under the head Resolution Applicants, at Page 24 of the Resolution Plan. Sec. 30(2) (a) Payment of Insolvency and Resolution cost in the manner specified by the Board Note 1 of the Detailed Treatment of Admitted Claims under Section VI, at

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Page 24 of 45 Page 25, 26, 29 & 30 of the Resolution Plan.

Check Regulation 34B and Schedule II (b) Payment of debts of Operational Creditors in such manner as may be specified by the Board, which shall not be less than the amount to be paid to the Operational Creditors in the event of a liquidation of the Corporate Debtor under Sec. 53. Note 5 & 6 of the Detailed Treatment of Admitted Claims under Section VI, at Page 25, 27, 29, 32 & 33 of the Resolution Plan. (c) Management of the affairs of the Corporate Debtor after approval of the Resolution Plan Section VI and VII of the Resolution Plan at Page 25, 26, 27, 33, 35 & 37. (d) Implementation and Supervision of the Resolution Plan. Section VII of the Resolution Plan under the head Implementation Plan at Page 35 - 37 (e) The plan does not contravene any of the provisions of the law for the time being in force. Section VIII of the Resolution under the head Prayers to the NCLT, at Page 51 (f) Conforms to such other requirements as may be specified. Section VIII of the Resolution under the head Prayers to the NCLT, at Page 50, 51 Sec. 30(4) Committee of Creditors approve the Resolution Plan by not less than 66% of the voting share of Financial Creditors, after considering its feasibility, viability and such other requirement as specified by the Board
The CoC, in its 17th meeting, has approved the Resolution Plan with 100% voting.

Reg. 38(1) The amount due to the Operational Creditor under Resolution Plan shall be given priority in payment over Financial Creditor.
Note 5 & 6 of the Detailed Treatment of Admitted Claims under Section VI, at Page 25, 27, 29, 32 & 33 of the Resolution Plan. Reg. 38(1A) A Resolution Plan shall include a statement as to how it has dealt with the interest of all stakeholders, including Financial Creditors and Operational Creditors of the Corporate Debtor.
Notes of the Detailed Treatment of Admitted Claims under Section VI, at Page 25 – 34 of the Plan

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Page 25 of 45 Reg. 38(1B) A Resolution Plan shall include a statement giving details if the Resolution Applicant or any of its related parties has failed to implement or contributed to the failure of implementation of any other resolution plan approved by the Adjudicating Authority at any time in the past.
Not available. Implementation Committee is tasked to ensure this compliance as per the Regulation 38(1B) of the CIRP regulations. Reg. 38(2) a) term of the plan and its implementation schedule
Section XIII, under the head Time Line of Implementation, at Page 64 of the Resolution Plan
b) management and control of the business of the Corporate Debtor during its term; Section VI and VII, at Page 25, 26, 27, 33, 35 & 37 of the Resolution Plan. c) adequate means for supervising its implementation Section VII under the head Implementation Plan, at Page 35 – 37 of the Resolution Plan
Reg. 38(3) a) it addresses the cause of default; As per the Regulation 38(3), the Implementation Committee is tasked with ensuring the required compliance. b) it is feasible and viable Section XII, under the head Business Strategy, at Page 61 – 62 of the Resolution Plan
c) it has provisions for effective implementation
Section VII under the head Implementation Plan, at Page 35 – 37 of the Resolution Plan
d) it has provisions for approval required and the timeline for the same; and Section XIII, under the head Time Line of Implementation, at Page 64 & at Page 37 of the Resolution Plan.
e) the resolution applicant has the capability to implement the Resolution Plan. Section V, under the head Resolution Applicants, at Page 24 of the Resolution Plan.

From the averments made in the application as well as on perusal of Form-H, filed by the Resolution Professional in relation to the procedural aspects, the same seems to have been complied with, for

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Page 26 of 45 which the Resolution Professional has issued a certificate and it is not necessary for this Authority to go into the same. However, this Authority is duty bound to examine the Resolution Plan within the contours of Section 30 (2) of the IBC, 2016. A Comparison vis-à-vis with the Mandatory Compliance under the IBC and the Compliance made under the Resolution Plan are tabulated above.

12. JUDICIAL PRONOUNCEMENTS OF THE HON’BLE SUPREME COURT IN RELATION TO APPROVAL OF A RESOLUTION PLAN 12.1 In so far as the approval of the Resolution Plan is concerned, this Authority is not sitting in appeal against the decision of the Committee of Creditors and this Authority is duty bound to follow the Judgment of the Hon’ble Supreme Court in the matter of K. Sashidhar –Vs– Indian Overseas Bank (2019) 12 SCC 150, decided on 05.02.2019 wherein in para 19 and 62 it is held as under;

“19… In the present case, however, our focus must be on the dispensation governing the process of approval or rejection of resolution plan by the CoC. The CoC is called upon to consider the resolution plan under Section 30(4) of the I&B Code after it is verified and vetted by the resolution professional as being compliant with all the statutory requirements specified in Section 30(2).

62… In the present case, however, we are concerned with the provisions of I&B Code dealing with the resolution process. The dispensation provided in the I&B Code is entirely different. In terms of Section 30 of the I&B Code, the decision is taken collectively after due negotiations between the financial creditors who are constituents of the CoC and they express their opinion on the proposed resolution plan in the form of votes, as per their voting share. In the meeting of the CoC, the proposed resolution plan is placed for discussion and after full interaction in the presence of all concerned and the Resolution Professional, the constituents of the CoC finally proceed to exercise their option (business/commercial decision) to approve or not to approve the proposed resolution plan. In such a case, non-recording of reasons would not per-se vitiate the collective decision of the financial creditors. The legislature has not envisaged challenge to the “commercial/business decision” of the financial

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Page 27 of 45 creditors taken collectively or for that matter their individual opinion, as the case may be, on this count.”

12.2 Further the Hon’ble Supreme Court in the matter of K. Sashidhar v. Indian Overseas Bank and Ors. (2019) 12 SCC 150 decided on 05.02.2019 has lucidly delineated the scope and interference of the Adjudicating Authority in the process of approval of the Resolution Plan and held as under; “55. Whereas, the discretion of the adjudicating authority (NCLT) is circumscribed by Section 31 limited to scrutiny of the resolution plan “as approved” by the requisite per cent of voting share of financial creditors. Even in that enquiry, the grounds on which the adjudicating authority can reject the resolution plan is in reference to matters specified in Section 30(2), when the resolution plan does not conform to the stated requirements. Reverting to Section 30(2), the enquiry to be done is in respect of whether the resolution plan provides: (i) the payment of insolvency resolution process costs in a specified manner in priority to the repayment of other debts of the corporate debtor, (ii) the repayment of the debts of operational creditors in prescribed manner, (iii) the management of the affairs of the corporate debtor, (iv) the implementation and supervision of the resolution plan, (v) does not contravene any of the provisions of the law for the time being in force, (vi) conforms to such other requirements as may be specified by the Board. The Board referred to is established under Section 188 of the I&B Code. The powers and functions of the Board have been delineated in Section 196 of the I&B Code. None of the specified functions of the Board, directly or indirectly, pertain to regulating the manner in which the financial creditors ought to or ought not to exercise their commercial wisdom during the voting on the resolution plan under Section 30(4) of the I&B Code. The subjective satisfaction of the financial creditors at the time of voting is bound to be a mixed baggage of variety of factors. To wit, the feasibility and viability of the proposed resolution plan and including their perceptions about the general capability of the resolution applicant to translate the projected plan into a reality. The resolution applicant may have given projections backed by normative data but still in the opinion of the dissenting financial creditors, it would not be free from being speculative. These aspects are completely within the domain of the financial creditors who are called upon to vote on the resolution plan under Section 30(4) of the I&B Code.

58. Indubitably, the inquiry in such an appeal would be limited to the power exercisable by the resolution professional under Section 30(2) of the I&B Code or, at best, by the adjudicating authority (NCLT) under Section 31(2) read with Section 31(1) of the I&B Code. No other inquiry would be permissible. Further, the jurisdiction bestowed upon the appellate authority (NCLAT) is also expressly circumscribed. It can examine the challenge only in relation to the grounds specified in Section 61(3) of the I&B Code, which is limited to matters

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Page 28 of 45 “other than” enquiry into the autonomy or commercial wisdom of the dissenting financial creditors. Thus, the prescribed authorities (NCLT/NCLAT) have been endowed with limited jurisdiction as specified in the I&B Code and not to act as a court of equity or exercise plenary powers.”

(emphasis supplied)

12.3 The Hon’ble Supreme Court of India in the matter of Committee of Creditors of Essar Steels –Vs– Satish Kumar Gupta & Ors. in Civil Appeal No. 8766 – 67 of 2019 decided on 15.11.2019 at para 42 has held as under; 42. … Thus, it is clear that the limited judicial review available, which can in no circumstance trespass upon a business decision of the majority of the Committee of Creditors, has to be within the four corners of Section 30(2) of the Code, insofar as the Adjudicating Authority is concerned, and Section 32 read with Section 61(3) of the Code, insofar as the Appellate Tribunal is concerned, the parameters of such review having been clearly laid down in K. Sashidhar (supra).

12.4 Also the Hon’ble Supreme Court of India in the matter of Committee of Creditors of Essar Steel India Limited v. Satish Kumar Gupta and Ors. (2020) 8 SCC 531 decided on 15.11.2019 after referring to the decision in K. Sashidhar (supra) has held as under; “73. There is no doubt whatsoever that the ultimate discretion of what to pay and how much to pay each class or sub-class of creditors is with the Committee of Creditors, but, the decision of such Committee must reflect the fact that it has taken into account maximizing the value of the assets of the corporate debtor and the fact that it has adequately balanced the interests of all stakeholders including operational creditors. This being the case, judicial review of the Adjudicating Authority that the resolution plan as approved by the Committee of Creditors has met the requirements referred to in Section 30(2) would include judicial review that is mentioned in Section 30(2)(e), as the provisions of the Code are also provisions of law for the time being in force. Thus, while the Adjudicating Authority cannot interfere on merits with the commercial decision taken by the Committee of Creditors, the limited judicial review available is to see that the Committee of Creditors has taken into account the fact that the corporate debtor needs to keep going as a going concern during the insolvency resolution process; that it needs to maximise the value of its assets; and that the interests of all stakeholders including operational creditors has been taken care of. If the Adjudicating Authority finds, on a given set of facts, that the aforesaid parameters have not been kept in view, it may send a resolution plan back to the Committee of Creditors to re-submit such plan after

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Page 29 of 45 satisfying the aforesaid parameters. The reasons given by the Committee of Creditors while approving a resolution plan may thus be looked at by the Adjudicating Authority only from this point of view, and once it is satisfied that the Committee of Creditors has paid attention to these key features, it must then pass the resolution plan, other things being equal.”

(emphasis supplied)

12.5 The Hon’ble Supreme Court in its recent decision in Jaypee Kensington Boulevard Apartments Welfare Association & Ors. – Vs- NBCC (India) Ltd. & Ors in Civil Appeal no. 3395 of 2020 decided 24.03.2021 has held as under;

76. The expositions aforesaid make it clear that the decision as to whether corporate debtor should continue as a going concern or should be liquidated is essentially a business decision; and in the scheme of IBC, this decision has been left to the Committee of Creditors, comprising of the financial creditors. Differently put, in regard to the insolvency resolution, the decision as to whether a particular resolution plan is to be accepted or not is ultimately in the hands of the Committee of Creditors; and even in such a decision-making process, a resolution plan cannot be taken as approved if the same is not approved by votes of at least 66% of the voting share of financial creditors. Thus, broadly put, a resolution plan is approved only when the collective commercial wisdom of the financial creditors, having at least 2/3rd majority of voting share in the Committee of Creditors, stands in its favour.

77. In the scheme of IBC, where approval of resolution plan is exclusively in the domain of the commercial wisdom of CoC, the scope of judicial review is correspondingly circumscribed by the provisions contained in Section 31 as regards approval of the Adjudicating Authority and in Section 32 read with Section 61 as regards the scope of appeal against the order of approval.

77.1. Such limitations on judicial review have been duly underscored by this Court in the decisions above-referred, where it has been laid down in explicit terms that the powers of the Adjudicating Authority dealing with the resolution plan do not extend to examine the correctness or otherwise of the commercial wisdom exercised by the CoC. The limited judicial review available to Adjudicating Authority lies within the four corners of Section 30(2) of the Code, which would essentially be to examine that the resolution plan does not contravene any of the provisions of law for the time being in force, it conforms to such other requirements as may be specified by the Board, and it provides for: (a) payment of insolvency resolution process costs in priority; (b) payment of debts of operational creditors; (c) payment of debts of dissenting financial creditors; (d) for management of affairs of corporate debtor after approval of the resolution plan; and (e) implementation and supervision of the resolution plan.

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Page 30 of 45

77.2. The limitations on the scope of judicial review are reinforced by the limited ground provided for an appeal against an order approving a resolution plan, namely, if the plan is in contravention of the provisions of any law for the time being in force; or there has been material irregularity in exercise of the powers by the resolution professional during the corporate insolvency resolution period; or the debts owed to the operational creditors have not been provided for; or the insolvency resolution process costs have not been provided for repayment in priority; or the resolution plan does not comply with any other criteria specified by the Board

77.6.1. The assessment about maximization of the value of assets, in the scheme of the Code, would always be subjective in nature and the question, as to whether a particular resolution plan and its propositions are leading to maximization of value of assets or not, would be the matter of enquiry and assessment of the Committee of Creditors alone. When the Committee of Creditors takes the decision in its commercial wisdom and by the requisite majority; and there is no valid reason in law to question the decision so taken by the Committee of Creditors, the adjudicatory process, whether by the Adjudicating Authority or the Appellate Authority, cannot enter into any quantitative analysis to adjudge as to whether the prescription of the resolution plan results in maximization of the value of assets or not. The generalised submissions and objections made in relation to this aspect of value maximisation do not, by themselves, make out a case of interference in the decision taken by the Committee of Creditors in its commercial wisdom

78. To put in a nutshell, the Adjudicating Authority has limited jurisdiction in the matter of approval of a resolution plan, which is well defined and circumscribed by Sections 30(2) and 31 of the Code read with the parameters delineated by this Court in the decisions above referred. The jurisdiction of the Appellate Authority is also circumscribed by the limited grounds of appeal provided in Section 61 of the Code. In the adjudicatory process concerning a resolution plan under IBC, there is no scope for interference with the commercial aspects of the decision of the CoC; and there is no scope for substituting any commercial term of the resolution plan approved by the CoC. Within its limited jurisdiction, if the Adjudicating Authority or the Appellate Authority, as the case may be, would find any shortcoming in the resolution plan vis-à-vis the specified parameters, it would only send the resolution plan back to the Committee of Creditors, for re-submission after satisfying the parameters delineated by Code and exposited by this Court.

12.6 The Hon’ble Supreme Court in its recent decision in Paschimanchal Vidyut Vitran Nigam Ltd. Verus Raman Ispat Private Limited & Ors. In Civil Appeal no. 7976 of 2029 decided 17.07.2023 has held as under;

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Page 31 of 45

49. Rainbow Papers (Supra) did not notice the ‘waterfall mechanism’ under Section 53 – the provision had not been adverted to or extracted in the Judgement. Furthermore, Rainbow Papers (Supra) was in the context of a resolution process and not during liquidation. Section 53, as held earlier, enacts the waterfall mechanism providing for the hierarchy or priority of claims of various classes of creditors. The careful design of Section 53, locates amounts payable to secured creditors and workmen at the second place, after the costs & expenses of the liquidator payable during the liquidation proceedings. However, the dues payable to the government are placed much below those of secured creditors and even unsecured creditors. This design was either not brought to the notice of the Court in Rainbow Papers (supra) or was missed altogether. In any event, the Judgment has not taken note of the provisions of the IBC which treat the dues payable to secured creditors at a higher footing than dues payable to central or state Government.
    (emphasis supplied)

12.7 Thus, from the catena of judgments rendered by the Hon’ble Supreme Court on the scope of approval of the Resolution Plan, it is crystal clear that only limited judicial review is available for the Adjudicating Authority under Section 30(2) and Section 31 of IBC, 2016 and this Adjudicating Authority cannot venture into the commercial aspects of the decisions taken by the Committee of Creditors.

13. RELIEF & CONCESSIONS: The Resolution Applicant has prayed for various waivers, Reliefs and Concessions in Section VIII of the Resolution Plan, which are as follows, S. NO. RELIEF / CONCESSIONS SOUGHT FOR ORDERS THEREON

On receipt of the payment of entire dues of Canara Bank as per this plan, the Canara Bank shall unconditionally release all the assets of the Corporate Debtor provided as security against the debt availed by the Company and the Secured Financial Creditors in pro-rata basis. Granted, subject to the provisions of IBC, 2016 and other Applicable laws, taking consideration of the judgement of Ghanashyam Mishra case, [2021] 13 S.C.R. 737. 2.

To pass an order confirming that this Resolution Plan for the Corporate Debtor has dealt with the interests of all the stakeholders in the Corporate Debtor, The Plan is recommended and approved by the CoC after taking into

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Page 32 of 45 including the Financial Creditors (whether secured or unsecured, assenting or dissenting), Operational Creditors, Other Creditors and all other stakeholders in accordance with the Code; account the interest of all the stakeholders, the relief is not maintainable before this Adjudicating authority. 3.

To pass an order directing that in accordance with Section 238 of the Code, any action undertaken pursuant to the Resolution Plan by the Resolution Applicant or the Corporate Debtor will not require compliance with requirements under any other laws, for the implementation of this Resolution Plan, and except as set out in the Resolution Plan, upon the Resolution Applicant ensuring compliance with the provisions of the Code and the CIRP Regulations, no further compliance, actions or consents will be required under other laws and regulations for undertaking the individual actions contemplated under the Resolution Plan. The Code is a complete code by itself and the NCLT acting under the Code functions as a single window clearance for all action proposed to be undertaken pursuant to a resolution plan approved by the NCLT. Accordingly, the process stipulated under the code for implementation of a Resolution Plan is a final and binding process on all stakeholders (Including any Government Authorities) Not Granted.
Approval of the Resolution Plan does not simpliciter grant all clearances. Resolution Plan Applicants has to approach appropriate authorities or forum for necessary consideration as per relevant laws. 4.

To pass an order for extinguishment and waiver of other claims and liabilities which are not the part of the Resolution Plan. Also, (i) all obligations, claims and liabilities (whether final or contingent, whether disputed or undisputed and whether or notified to or claimed against the Company) of the Company and (ii) all outstanding disputes or legal proceedings against the Company, and (iii) all rights or claims of any person against the Company; in each case Granted subject to the Provisions of IB Code, 2016 and other applicable laws, of the judgement of Ghanashyam Mishra 737.

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Page 33 of 45 relating to the period prior to the Effective Date, shall immediately, irrevocably and unconditionally stand extinguished, waived, withdrawn and abated on and from the Effective Date, and no person shall have any further rights or Claims against the Company in this regard 5.

To pass an order directing that upon the NCLT Approval Date, the reconstituted board of directors of the Company shall be entitled to run the business of the Corporate Debtor as a going concern in accordance with this Resolution Plan and the Code. Granted subject to applicable laws. 6.

To pass an order directing that, the Corporate Debtor shall continue to be given unfettered access to all its assets, including any movable assets located on properties that do not belong to the Corporate Debtor, on the same terms and in the same manner as were in existence prior to the Insolvency Commencement Date. Granted subject to applicable laws, of the judgement of Ghanashyam Mishra 737. 7.

To pass an order directing that any and all security interest created or suffered to exist where there is a right to create such a security over the assets of the Company, to secure any obligations towards the Financial Creditors and/or Operational Creditors (whether by way of hypothecation, pledge, mortgage, guarantee or otherwise) shall stand automatically, irrevocably and unconditionally extinguished, released, discharged and terminated, and the Financial Creditors shall make all the necessary filings and notifications to the same. Granted subject to applicable laws, of the judgement of Ghanashyam Mishra 737. 8.

To pass an order that any person appointed to the reconstituted board of directors of the Corporate Debtor pursuant to this Resolution Plan, shall neither be disqualified to hold directorships in terms of Section 164(2) of the Companies Act, 2013 nor have to vacate their office as Appropriate authorities to consider keeping in view the object of IBC, 2016, Companies Act, 2013 and the judgement of

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Page 34 of 45 directors in terms of Section 167 of the Companies Act, 2013 on account of any non-compliance by the Corporate Debtor for the requirements set out in Section 164(2) of the Companies Act, 2013; Ghanashyam Mishra 737. 9.

To pass an order that all contracts of employment or consultancy with, and any benefits, fees, commissions, perquisites or profit in lieu of or in addition to any salary or wages or any policy of providing such benefits, fees, commissions, perquisites or profit extended by the Corporate Debtor to the promoters of the corporate Debtor or the related parties of the promoters of the Corporate Debtors shall be deemed to be terminated and extinguished on and from the NCLT Approval Date, and the Corporate Debtor will not have any further obligation to provide the same. Granted subject to applicable laws, of the judgement of Ghanashyam Mishra 737. 10.
To pass an order directing that any and all pledge created on the Equity Shares shall stand automatically, irrevocably and unconditionally released and discharged, on and from the Effective Date. Granted subject to applicable laws, of the judgement of Ghanashyam Mishra 737. 11.
Upon approval of the plan by the NCLT under Section 31 of the Code, all pending proceedings relating to the winding up of the Corporate Debtor, if any shall stand irrevocably and unconditionally abated in perpetuity and all violation or breach of any agreement of the Corporate Debtor shall stand condoned or waived and such agreements shall be treated as if no violation or breach has ever been committed. Granted subject to applicable laws, of the judgement of Ghanashyam Mishra 737. 12.
Upon approval of this Resolution Plan by the NCLT, all dues under the provisions of Income Tax Act, 1961, including taxes, duty, penalties, interest, fines, Cess, unpaid tax deducted at source / tax collected at source, whether admitted or not, due or contingent, whether part of above claim of income tax authorities or not, asserted or Granted subject to applicable laws, of the judgement of Ghanashyam Mishra

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Page 35 of 45 unasserted, crystalized or crystalized, known or unknown, secured or unsecured, disputed or undisputed, present or future, in relation to any period prior to the Completion date, shall stand extinguished and the Corporate Debtor shall not be liable to pay any amount against such demand. All assessments / appellate or other proceedings pending in case of the Corporate Debtor, on the date of the order of NCLT relating to the period prior to that date, shall stand terminated and all consequential liabilities, if any, stand abated and should be considered as not payable by the Corporate Debtor. All notices proposing to initiate any proceedings against the Corporate Debtor in relation to the period prior to the date of NCLT order and pending on that date, shall be initiated on the Corporate Debtor in relation to period prior to acquisition of control by the Resolution Applicant and any consequential demand should be considered non-existing and as not payable by the Corporate Debtor. Any proceedings which were kept in abeyance in view of the Insolvency process or otherwise shall not be revived post the order of NCLT. 737. 13.
Upon approval of this Resolution Plan by the NCLT, all dues under the provisions of all the indirect taxes, including but not limited to, the Central Excise Act, 1944, the Finance Act, 1994 (Service Tax), the Customs Act, 1952, the Central Sales Tax Act, 1956, the Goods and Services Tax Act, 2017 and any other indirect tax laws, including taxes, duty, penalties, interest, fines, cess, charges, unpaid TDS/TCS (to the extent applicable), whether admitted or not, due or Contingent, whether part of the above-mentioned contingent liability schedule dues or not, whether claimed by the tax authorities or not, asserted or unasserted, crystallized, known or unknown, secured or unsecured, disputed or undisputed, present or future, in relation to any period prior to the Completion Date, Granted subject to applicable laws, of the judgement of Ghanashyam Mishra 737.

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Page 36 of 45 shall stand extinguished and the Corporate Debtor will not be liable to pay any amount against such demand.
Upon approval of this Resolution Plan by the NCLT, all outstanding litigations/demands, assessments/appellate or other proceeding, including but not limited to any audits, investigations, search and seizure, pending in case of the Corporate Debtor in relation to the period prior to the date of NCLT order and pending on that date, shall be considered deleted and proceedings under the provisions of any of the indirect tax laws should not be initiated on the Corporate Debtor in relation to the period prior to acquisition of control by the Resolution Applicant and any consequential demand shall be considered non-existing and as not payable by the Corporate Debtor, any proceedings which were kept in abeyance in view of Insolvency process or otherwise shall not be revived post the order of NCLT. 14.
To pass an order granting a time period of 180 days, or such other extended time as may be required by the concerned Government Authority, to the Corporate Debtor and the Resolution Applicant to obtain all the necessary approvals from Government Authorities required for implementation of the Resolution Plan. Granted subject to applicable laws. 15.
To pass an order granting a restraint on, and prohibition of, all adverse actions against the Corporate Debtor until the implementation of this Resolution Plan in full. Granted subject to applicable laws. 16.
To pass orders in respect of such incidental, consequential and supplemental matters as are necessary to ensure that the Resolution Plan is fully and effectively carried out; Approach the Adjudicating Authority for necessary reliefs when required as per the provisions of applicable laws and IBC, 2016. 17.
To pass an order sanctioning the Resolution Plan submitted by the Resolution Applicant Granted subject to

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Page 37 of 45 and approved by the COC, including sanction of the Acquisition of the Corporate Debtor by the Resolution Applicant in accordance with the provisions of the Code and other Applicable Law by infusion of funds through subscription to securities of the Corporate Debtor and/or reduction of capital pursuant to cancellation of all the securities of the Corporate Debtor that are currently in existence or otherwise and making the resolution Plan binding on the Corporate Debtor, all shareholders, creditors, guarantors and all other stakeholders and persons, and ordering implementation of the Resolution Plan, without the requirement of any further act, deed, document or costs; applicable laws. 18.
To pass an order that as time is of the essence of the Code, and to preserve the value of the assets of the Corporate Debtor, the speedy implementation of the Resolution Plan is of utmost importance and therefore, all Government Authorities are required to take all necessary actions (as required) for the implementation of the Resolution Plan approved by the NCLT, without delay; Granted subject to applicable laws. Further, SRA to approach appropriate authorities for necessary support and action as per law. 19.
To pass an order directing that in accordance with Section 31(1) of the Code, this Resolution Plan shall be binding on the Corporate Debtor together with its employees, members, creditors, guarantors and all other stakeholders affected by the Resolution Plan and accordingly, the approval of such employees, member, creditors, guarantors and other stakeholders shall not be separately required to be undertaken, whether before or after the Effective Date, for implementation of various actions proposed to be taken pursuant to this Resolution Plan. Granted subject to applicable laws. 20.
The Adjudicating Authority shall exempt compliance with the provisions of Chapter XV of the Companies Act 2013 and the corresponding rules issued there under in respect of scheme of arrangement and Granted subject to Code, 2016, the Companies Act, 2013 and other applicable

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Page 38 of 45 transaction contemplated under the Plan. laws. 21.
The Adjudicating Authority shall exempt compliance with the applicable provisions of the Companies Act 2013 and the corresponding rules issued there under, in respect of cancellation of shares of the Existing Equity Shareholders. Granted subject to Code, 2016, the Companies Act, 2013 and other applicable laws. 22.
The concerned Government Authority for revenue/ Stamp duty / registry, in every relevant state, should waive (i) the stamp duty and other fees to be paid for any registration of the documents, which are required to be registered under the Applicable Law, but have not been registered by the Company as on the Effective Date, (ii) Late fee or penalty for delay in registration by the Company as on the Effective Date, (iii) Right and Power to claim penalties for non-registration and inadequate/ non- stamping of the documents required to be registered and stamped under Applicable Law, but have not been registered/properly stamped by the Company as on the Effective Date, Appropriate authorities to consider keeping in view the object of IBC, 2016, and the judgement of Ghanashyam Mishra 737. Approach Appropriate Authorities for necessary reliefs as per the applicable laws. 23.
The NCLT shall direct the Ministry of Corporate Affairs to waive of its rights and power to levy penalty and initiate proceedings of any nature against the Company or any person responsible (i) for the non-compliance of any provision of the Companies Act, 2013 and rules made there under, (ii) Statutory registers not being properly maintained, etc. Non-compliances by the Company as per the information received Not Granted as the relief sought is ambiguous without reference to any time period.

The Principle of Clean slate would be applicable only for the period prior to approval of the Plan by the Adjudicating authority. 24.
The NCLT shall direct the relevant Government Authority that the Company shall not be held liable for any non- compliance, default, breach, etc., by the Company during the period prior to the Effective Date, in relation to: (i) any contractual arrangements of the Company with counter parties, including Appropriate authorities to consider keeping in view the object of IBC, 2016 and the judgement of Ghanashyam Mishra

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Page 39 of 45 Government Authorities and (ii) Failure to take or obtain any approvals, consents or permits or make any fillings required to make by the Company to the relevant Government Authorities under the Applicable Law. 737. 25.
The NCLT shall direct that all proceedings, investigations, complaints, notices, inquiries etc. made, commenced or initiated by any person/authority against the Company in relation to the period prior to the Effective Date shall irrevocably and unconditionally stand abated, withdrawn, settled and/or extinguished, and the Company shall have no liability in this regard, unless as contemplated under this plan. Granted subject to applicable laws, of the judgement of Ghanashyam Mishra 737. 26.
The NCLT shall direct relevant Government Authorities to: (i) refund all duties/taxes paid under protest by the Company in respect of tax related litigations; and
(ii) Continue with tax credits and State incentives available to the Company. Appropriate authorities to consider keeping in view the object of IBC, 2016 and the judgement of Ghanashyam Mishra 737. 27.
The NCLT shall direct the relevant parties with which the Company has entered into agreements, wherein such agreements have been expired and the service under such agreement have been continuing till the Effective Date, to renew such expired agreements without any onerous terms and conditions to be fulfilled by the Company. Granted. It is up to the new management/SRA and appropriate parties to decide on terms and conditions for renewal of expired contracts/ agreements. 28.
The Adjudicating Authority shall direct that:
(a) pending the occurrence of the Effective Date, no Financial Creditor shall be entitled to take initiate or continue any steps or proceedings against the Company or its assets (whether by way of demand, legal proceedings, alternative determination process such as arbitration or other expert determination process, the levying of distress, execution of judgement or otherwise) in any jurisdiction whatsoever Granted subject to applicable laws, of the judgement of Ghanashyam Mishra 737.

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Page 40 of 45 for the purpose of obtaining payment of any liability, or for the purpose of placing the Company into Liquidation or any analogous proceedings; and
(b) pending the occurrence of the Effective date, no Operational Creditors shall be entitled to take, initiate or continue any steps or proceedings against the Company or its assets (whether by way of demand, legal proceedings, alternative determination process such as arbitration or other expert determination process, the levying of distress, execution of judgment or otherwise) in any jurisdiction whatsoever for the purpose of obtaining payment of any liability or for the purpose of placing the Company into liquidation or any analogous proceedings. 29.
The Adjudicating Authority shall direct the Ministry of Corporate Affairs of waive the requirements under Section 140 of the Companies Act, 2013 in respect of removal of existing auditors of the Company. Appropriate authorities to consider keeping in view the object of IBC, 2016, Companies Act, 2013 and the judgement of Ghanashyam Mishra 737. 30.
The Adjudicating Authority shall direct that there shall be no interruption or Stoppage in the supply of essential goods and services as defined under Regulation 32 of the CIRP Regulations to the Company until ninety (90) days from the date of approval of resolution plan. Granted subject to applicable laws. 31.
The Adjudicating Authority shall direct that any person (including the Existing Promoter) that has provided any form of security for and on behalf of, and/or in order to secure any obligations of the Company (whether by way of hypothecation, pledge, mortgage, guarantee or otherwise) shall not be entitled to exercise any subrogation rights, directly or indirectly, in respect of such arrangements, and they shall have no rights or claims against the Company, All obligations, Granted subject to applicable laws.

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Page 41 of 45 liabilities, claims or proceedings against the Company in this regard shall be deemed to be owed to the relevant security provider and, due as of the Insolvency Commencement date, and shall immediately, irrevocably and unconditionally stand extinguished, waived and withdrawn and abated on and from the Effective Date. The Existing Promoter and any other security provider shall have been deemed to have waived the right of subrogation against the Company and the Company shall not be liable in respect of any such claims, demands or proceedings. 32.
The Adjudicating Authority shall direct that the Company shall incur no liabilities, directly or indirectly (including but not limited to debt servicing liabilities), other than to the extent specified in this plan, for the period from the Insolvency Commencement Date until the Effective Date. Granted subject to applicable laws. 33.
The Adjudicating Authority shall direct that the Resolution Applicant be granted such reliefs and concessions as granted by the Adjudicating Authority from time to time in favor of Resolution Applicant of CIRP of other corporate debtors as may be beneficial to the Resolution Applicant and/or the Company for the successful corporate insolvency resolution of the Company and which shall not adversely impact the financial proposal under this plan for the Financial Creditors. Approach this Adjudicating Authority when facts and circumstances necessities if any. 34.
To pass an order directing to withdraw any suits/ applications filed against the Corporate Debtor and the erstwhile promoters/directors of the Corporate Debtor. Any litigation filed against the CD prior to the approval of the resolution plan would automatically stand unenforceable.

However, no direction can be given in respect of litigations instituted against the erstwhile promoters/ directors

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Page 42 of 45 of the Corporate Debtors. 35.
The Resolution Applicants will have the option to pre-pay the dues of the Financial Creditors, without any additional levies as proposed in the plan; Granted subject to applicable laws. 36.
If the waiver and proposed under the resolution plan not granted by the CoC, the Resolution Applicants will abide the plan. Granted subject to applicable laws. 37.
All liabilities (Whether Contingent or crystallized) in relation to any corporate guarantees, indemnities and all other forms of credit support provided by the Corporate Debtor prior to the effective date shall stand extinguished and discharged on the effective date. Granted subject to applicable laws, of the judgement of Ghanashyam Mishra 737. 38.
The payment to all persons contemplated in this Resolution Plan shall be the Corporate Debtor's and Resolution Applicant's Full and final performance and satisfaction of all its obligations towards any dues or outstanding against the Corporate Debtor and all remaining claims, dues, outstanding amount shall be waived by whatever name called like interest, penal interest, compound interest, damages other commitment charges and any other amount whatsoever nature in terms of Insolvency and Bankruptcy Board of India (Insolvency resolution for Corporate Persons) Regulations, 2016 Granted subject to applicable laws. 39.
For any default in making payment as specified in this plan, a cure period of 90 days would be provided to cure the default/delayed payment. Approach this Adjudicating Authority based on the necessity. 40.
The Resolution Applicants and the company shall be entitled to share certified copy of the resolution plan and the order of the Adjudicating Authority approving this resolution plan with the third parties including Government Agencies. Granted subject to applicable laws. 41.
The Resolution Applicant is permitted to start with clean slate on the basis of its approved plan. Granted subject to

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Page 43 of 45 applicable laws.

14. The Applicant has filed Form -H in accordance with the IBBI (CIRP Regulations, 2016) along with this Application and the same is placed along with the application. Further, it is observed from Form-H that the amount proposed in the plan is much higher than the Liquidation Value and Fair Value of the Corporate Debtor. The fair value and the Liquidation Value as mentioned in Form-H is as hereunder,

Fair Value Rs.3,53,69,171 (Rupees Three Crore, fifty-three lakh, sixty-nine thousand, one hundred and seventy-one) 2. Liquidation Value Rs.3,38,95,662 (Rupees Three Crore, thirty-eight lakh, ninety-five thousand, six hundred and sixty- two only) 3. Plan Value Rs.7,20,76,108 (Rupees Seven crores, twenty lakhs, seventy-six thousand, one hundred and eight only)

It is seen that the resolution plan has been approved with 100% voting share. As per the CoC, the plan meets the requirement of being viable and feasible for the revival of the Corporate Debtor. By and large, all the compliances have been made by the RP and the Resolution Applicant for making the plan effective after approval by this Authority. On perusal of the documents on record, we are satisfied that the Resolution Plan is in accordance with Section 30 & 31 of the IBC and also in compliance with regulations 38 & 39 of the IBBI (CIRP) Regulations, 2016. 16. In the light of the aforesaid, it is hereby ordered that the payment to the members of the Implementation Committee shall be made by the Corporate Debtor on such terms and conditions agreed between the parties for the entire period of implementation as mentioned in this resolution plan.

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Page 44 of 45 17. In case of non-compliance/non-implementation/ failure during implementation of this order or withdrawal of the Resolution Plan by the Successful Resolution Applicant, the RP shall forfeit the EMD/Performance Guarantee or any further amount paid as per the terms of the resolution plan without any recourse to this Authority.
18. Subject to the observations made in this Order, the Resolution Plan is hereby APPROVED by this Adjudicating Authority. The Resolution Plan shall form part of this Order. The Resolution Plan is binding on the Corporate Debtor and other stakeholders involved so that the revival of the Debtor Company shall come into force with immediate effect. The Moratorium Imposed under section 14 shall cease to have effect from the date of this Order. 19. The Total value of the APPROVED PLAN herein is Rs.7,20,76,108 (Rupees Seven crores, twenty lakhs, seventy-six thousand, one hundred and eight only). 20. Further with respect to the issue of Resolution Professional’s Fees, this Tribunal during the hearing dated 05.12.2024 directed the Successful Resolution Applicant to submit an undertaking and the SRA submitted the undertaking to pay the RP’s fees in full. Further it is observed that the SRA has submitted an affidavit cum undertaking in compliance of the order dated 05.12.2024 and brought quietness to the issue. 21. The Resolution Professional shall submit the records collected during the commencement of the proceedings to the Insolvency & Bankruptcy Board of India for its record and also return to the Resolution Applicant. The Resolution Professional is further directed to hand over all records/premises/factories/documents to the Resolution Applicant to finalize the further line of action required for starting the operation of the Corporate Debtor under the control of the Resolution Applicant.

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Page 45 of 45 22. Certified copy of this Order be issued on demand to the concerned parties, upon due compliance. 23. Liberty is granted for moving any Application if required in connection with the implementation of this Resolution Plan. 24. A copy of this Order be submitted to the Office of the concerned Registrar of Companies. 25. The SRA is directed to renew the Performance Bank Guarantees dated 11.07.2023 and 14.07.2023 provided by them which expired on 11.01.2024 & 14.01.2024 and the Implementation Committee is tasked with ensuring compliance of the same. 26. The Resolution Professional shall stand discharged from his duties with effect from the date of this Order. 27. IA(IBC)/ 2142 (CHE)/ 2023 stands disposed of accordingly. 28. The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Learned Counsel for information and for taking necessary steps. 29. File be consigned to the record room.

-Sd/-

-Sd/- RAVICHANDRAN RAMASAMY JYOTI KUMAR TRIPATI MEMBER (TECHNICAL)

                         MEMBER (JUDICIAL)