17th June, 2025 Approval of Resolution Plan - M/S India Mega Agro Anaj Ltd. [I.A. 107/2024 in C.P. NO. 585(IB)/MB/2021] (704.91 KB)

NATIONAL COMPANY LAW TRIBUNAL COURT-V, MUMBAI BENCH 3. IA(PLAN)/107/2024 C.P. (IB)/585(MB)2021
IN THE MATTER OF Axis Bank Limited

… Petitioner

 Vs 

M/s Indian Mega Agro Anaj Limited

… Respondent

U/s 7 of the Insolvency and Bankruptcy Code, 2016 Order Delivered on 12.06.2025 CORAM:

SH. SUSHIL MAHADEORAO KOCHEY SH. CHARANJEET SINGH GULATI MEMBER (J) MEMBER (T)

Appearance through VC/Physical/Hybrid Mode: For the Petitioner: Adv. Rohit Gupta (PH)

For the Respondent:

---

ORDER IA(PLAN)/107/2024- The above IA(PLAN)/107/2024 is listed for pronouncement of order. The same is pronounced in open Court, vide a separate order.

                    Sd/- 

             Sd/- 

CHARANJEET SINGH GULATI SUSHIL MAHADEORAO KOCHEY Member(Technical)

   Member(Judicial) 

//Avdhesh//

IN THE NATIONAL COMPANY LAW TRIBUNAL MUMBAI BENCH, COURT - V

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I.A. 107/2024

   IN 

C.P. NO. 585(IB)/MB/2021

Under Section 30(6) of the Insolvency and Bankruptcy Code, 2016

Mr. Krishna Chamadia Resolution Professional of M/s India Mega Agro Anaj Limited B-13, Anjani Complex, Parera Hill Road, Andheri East, Mumbai, Maharashtra – 400099. E-mail ID: krishna@sphereadvisory.com Contact No: 9833909615

…. Applicant/ Resolution Professional

In the matter of: Axis Bank Limited

…. Petitioner/ Financial Creditor

Versus

M/s India Mega Agro Anaj Ltd

…. Corporate Debtor/ Respondent

Order Pronounced on: 12.06.2025

Coram: Hon’ble Shri Sushil Mahadeorao Kochey, Member (Judicial) Hon’ble Shri Charanjeet Singh Gulati (Technical)

Appearances:

MUMBAI BENCH, COURT – V I.A. 107/2024 IN C.P. NO. 585(IB)/MB/2021

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For Applicant/RP : Adv. Rohit Gupta (PH) For Suspended Director:

ORDER 1. I.A. NO. 107/2024 This I.A. is filed by, Mr. Krishna Chamadia, the Resolution Professional of M/s India Mega Agro Anaj Ltd (‘the Applicant’) under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 (‘the Code’), with following prayers:

a) To allow the present Application; b) To approve the Resolution Plan approved by the Committee of Creditors in the 10th CoC Meeting held on 7.08.2024 under Section 30(6) of the Code; c) To pass order that resolution plan approved by the Hon'ble Tribunal shall be binding on the Corporate Debtor and its employees, members, creditors including the central government, state governments, local authorities, department of income tax, GST department to whom a debt in respect of the payment of dues arising under any law for the time being in force; d) To pass such other necessary orders as may be deemed fit in the matter. Brief Facts as per the Application: 2. The Corporate Insolvency Resolution Process (‘CIRP’) of M/s India Mega Agro Anaj Ltd (‘corporate debtor’) was initiated by this Tribunal vide order dated 16.11.2022 under Section 7 of the Code (‘said order’). The said corporate debtor is a Private Limited Company incorporated on 04.12.2008 under the provisions of the Companies Act, 1956 and

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registered with the Registrar of Companies, Chennai. Its registered office is presently at D-9, Vishnu Complex, VIP Road, Nanded -431 602. The Corporate Debtor is understood to have set-up food processing divisions/ food park like roller flour mill, the group started its manufacturing activity with processing of flour mill and dal mill. Later in order to expand and diversify its operations and avail various government benefits attached to the food processing industries, the group incorporated India Mega Agro Anaj Limited, which was set up by acquiring the land on lease at MIDC in Krushnoor District, Nanded, Maharashtra. Various grans, biscuits, etc. were being manufactured by the Corporate Debtor. Pursuant to the said order, the Applicant was appointed as the Interim Resolution Professional (IRP) of the Corporate Debtor.

Subsequent to admission of the petition for CIRP, a Public Announcement inviting claims from creditors was made by the IRP on 18.11.2022. The Public Announcement was made in Times of India (English Language) and Pudhari (Marathi Language) in accordance with Regulation 6 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process of Corporate Persons) Regulations, 2016 (‘IBBI (CIRP) Regulations, 2016’). The last date of submission of claims was 30.11.2022.

Following the Public Announcement, the IRP received claims from the stakeholders/creditors and collated them as under: (in Rupees)

Sr. No. Category of Creditors Amount Claimed Amount Admitted

1. Secured Financial Creditors 2,75,35,83,831 2,75,23,35,801
2. Unsecured Financial Creditors Nil Nil

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-Creditors not having a right to vote under Section 21(2) of the Code 3. Operational Creditors Government Dues)

-Government Dues 97,90,69,521 94,20,42,305

• Workmen

-Employees

Operational creditors (Other than Employees and Workmen dues and Government dues) 6,95,80,062 5,95,17,111 4. Other debts and dues Nil Nil Total 3,80,22,33,414 3,75,38,95,217

An Appeal was filed by a Director of the Corporate Debtor (Suspended Director), Mr. Ajay Kumar Baheti against the CIRP Admission Order before National Company Law Appellate Tribunal (“NCLAT”), the Hon'ble NCLAT vide its order dated 06.12.2022 ("NCLAT Stay Order") directed the interim resolution professional not to take any steps in pursuance to the CIRP Admission Order.

The Appeal was heard on various dates by the Hon'ble NCLAT and finally vide order dated 02.01.2024 (“NCLAT Final Order”), the Hon'ble NCLAT dismissed the Appeal and allowed the interim resolution professional to continue taking steps in pursuance of the CIRP Admission Order.

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Accordingly, and subsequent to collation of claims, the CoC was constituted on 09.01.2024 in accordance with Section 21 of the Code. The CoC consists of the three Financial Creditor as per the details given below:

Particulars Amount Claimed (In Crores) Amount of Claim Admitted (In Crores) Percentage of Voting (%) Bank of Baroda 1,96,38,79,385 1,96,31,76,404 71.33% Axis Bank Limited 74,87,78,690 74,82,33,641 27.19% Mahindra & Mahindra Financial Services Limited 4,09,25,756 4,09,25,756 1.49% Total 2,75,35,83,831 2,75,23,35,801 100%

After the constitution of CoC, in their 1st CoC meeting convened on 16.01.2024, the IRP was appointed as a Resolution Professional (‘RP’).

The Applicant submits that the CoC after thorough deliberation approved Eligibility Criteria of Prospective Resolution Applicant (‘PRA’), Evaluation Matrix, and Request for Resolution Plan in the third CoC meeting convened on 12.03.2024.

10. For the purpose of determining Fair Value and Liquidation Value of Assets of the corporate debtor, registered valuers were appointed by the applicant on 25.03.2024 in pursuance to the resolution passed in 1st CoC meeting. The following appointments were made in compliance with Regulation 27 of the said IBBI (CIRP) Regulations, 2016.

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11. Further, the above-mentioned valuers have submitted their Valuation Reports to the Applicant/RP. The Valuation Reports comprise an estimate of fair value and liquidation value of assets of said corporate debtor, which is as follows:

i. Fair value of the corporate debtor Asset Description Valuer 1 Valuer 2 Average Land & Building
19.87 Crores 19.99 Crores 19.93 Crores Plant & Machinery 19.37 Crores 18.00 Crores 18.69 Crores Securities & Financial Assets Nil Nil Nil Total INR 39.24 Crores INR 37.99 Crores INR 38.62 Crores

Sr. No. Category Name of the Valuer 1. Land & Building (L&B),
Plant and Machinery (P&M) Securities and Financial Assets (SFA) Deepti Baru, Pranav Ambaselkar, Ankit Gupta (“Valuer 1”) 2. Land & Building (L&B),
Plant and Machinery (P&M) Securities and Financial Assets (SFA) Mitali Agrawal, Sushant Aggarwal, Bhavin Patel (“Valuer 2”)

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ii. Liquidation value of the corporate debtor Asset Description Valuer 1 Valuer 2 Average Land & Building
13.64 Crores 14.16 Crores 13.90 Crores Plant & Machinery 12.16 Crores 11.20 Crores 11.68 Crores Securities & Financial Assets Nil Nil Nil Total INR 25.80 Crores INR 25.36 Crores INR 25.58 Crores

12. The publication for Invitation of Expression of Interest (‘EOI’) in Form -G from PRA was made in Times of India (English Language) and in Pudhari (Marathi Language) by the applicant as per Section 25(2)(h) of the Code on 01.04.2024. Further, the revised Form G was published on 21.04.2024 wherein the last date of submission of EoI was 05.05.2024.

13. The Applicant submits that it has complied with requirements of Regulation 36A (1) of the said IBBI (CIRP) Regulations, 2016 and EoI in Form-G, to publish the list of PRAs. The list of 6 PRAs which was published on 17.05.2024 is as follows:

Sr. No. Name of Prospective Resolution Applicant

1. M/s Resurgent Property Ventures Private Limited

M/s Nakshatra Corporate Advisors Limited 3. M/s Kamini Iron & Steel LLP 4. M/s Arcade Casters in consortium with partners/group companies

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Mr. Aditya Soni 6. Mr. Chinyya Dumplwar in consortium with partners/group companies

14. The applicant filed an IA 2754 of 2024 ("1st Extension Application") for seeking an extension of 90 days, i.e. till 12.09.2024, which was granted vide order dated 5.06.2024 for a period of 90 days, till 12.09.2024.

15. The Applicant in consultation with the committee of creditors had issued the Request for Resolution Plan (RFRP) dated 17.05.2024 inviting the PRAs to submit a resolution plan. The last date for submission of resolution plans was initially stipulated as 26.06.2024.

16. On 26.06.2024, being the last date for submission of resolution plan, the Applicant did not receive any resolution plan. Accordingly, the CoC in its sixth meeting held on 21.06.2024 extended the last date for submission of resolution plan to 16.07.2024. On 16.07.2024, being the last extended date for submission of resolution plan, the Applicant received two resolution plans.

17. The Applicant informed the CoC that the plan received by one of the PRAs, M/s Arcade Casters and Dhami Nirman LLP ("Arcade"), was found to be prima facie noncompliant with the provisions of the Code and conditional in nature, the Applicant had requested Arcade to submit the final revised plan by 2.08.2024 after curing all the defects, however no revised compliant plan was submitted by Arcade. The Applicant further informed the CoC that as per the CIRP Regulations, he cannot place a non- compliant resolution plan for voting and therefore, only one resolution plan submitted by the consortium of Mr. Chinyya Dumpalwar and Mr.

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Suraj Zawar can be put for voting before the CoC (the said “Resolution Plan”).

18. Pursuant to the discussions in the 10th CoC meeting held on 7.08.2024, followed by e-voting which ended on 13.09.2024, the Committee of Creditors ("CoC") approved resolution plan submitted by Mr. Chinyya Dumpalwar and Mr. Suraj Zawar (‘Successful Resolution Applicant’/ ‘SRA’) with 71.33% voting share and an IA for approval of the Resolution Plan was filed before this Tribunal on 11.11.2024.

A snapshot of the voting result is set out below: Resolution Applicant Votes Cast in Favour Abstain Votes Votes Cast against Mr. Chinyya N. Dumpalwar and Mr. Suraj Jhawar No. of votes % No. of votes % No. of votes % 1 71.33% 2 28.67% Nil Nil

19. The Applicant submits to have issued a Letter of Intent to SRA in accordance with the RFRP on 13.09.2024, which was accepted by them on 14.09.2024.

20. Further, the Applicant has filed an application I.A. 5036 of 2024 (“2nd Extension Application”) for seeking extension of CIRP period of 60 days beyond 270 days from 12.09.2024 to 11.11.2024, which was allowed by an order dated 24.10.2024

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21. Subsequently, on 30.10.2024 the SRA submitted the performance security in the form of Bank Guarantee (BG) to Bank of Baroda. Due to a clerical error on the part of the BG issuing bank (i.e., Punjab National Bank), the amount of BG was INR 3,31,00,500 instead of INR 3,31,50,000. Accordingly, the SRA submitted a rectified BG on INR 3,31,50,000 on 7.11.2024.

22. In the meanwhile, on 4.11.2024, the Applicant held the thirteenth meeting of the Committee of Creditors and informed inter alia the CoC regarding the delay by the SRA in submitting the performance security and clerical errors in the amount of the BG. Additionally, the Applicant also apprised the CoC about the order dated 28.10.2024, passed by the Adjudicating Authority (under the Prevention of Money Laundering Act, 2002) ("Attachment Order"), confirming the provisional attachment by Enforcement Directorate ("ED") and discussed the actions that may be taken against the Attachment Order.

23. The applicant has submitted that, the SRA furnished an Affidavit dated 08.07.2024 stating on oath that the SRA is not ineligible under Section 29-A as attached as Annexure-‘C’ of the application.

24. The Applicant submits that the Resolution Plan makes available to the CoC a proposal to infuse Rs. 33,15,00,000/- consisting of amount payable to the creditors and amount for CIRP Cost from effective date till closing date.

25. The authority vide order dated 07.04.2025, noted that the bank guarantee enclosed with the plan was at the request of Mr. Suraj Jhawar, who in consortium with Mr. Chinnya M. Dumpalwar had filed their resolution plan which was approved by the CoC. It was pointed out to the learned counsel for the Applicant that such a plan in consortium of two individuals

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being not in the list of PRAs does not confirm to the applicable regulation of the IBC, and that, Mr. Suraj Jhawar was not in the list of PRAs/Final list of PRAs.

26. Accordingly, the learned counsel for the applicant has filed an affidavit dated 29.03.2025, wherein, it has been submitted that the plan will be in the name of Mr. Chinyya N. Dumplwar only and Mr. Suraj Zawar with his consent has been completely excluded from the process.

27. It was pointed out to the learned counsel that since Mr. Suraj Zawar has now become stranger to the process his guarantee given in support of the plan may not be in terms of applicable regulations wherein the SRA himself has to give and submit the guarantee.

28. Accordingly, Mr. Chinyya N. Dumplwar has submitted the performance bank guarantee of Rs. 3,31,50,000/-, that is 10% of the total resolution plan on 17.04.2025. An email dated 19.04.2025 sent by Bank of Baroda along with the rectified BG issued on behalf of Mr. Chinyya N. Dumplwar confirming the same, has been placed on record, by way of additional affidavit dated 19.04.2025.

Brief background of the SRA - Mr. Chinyya N. Dumplwar.

29. It was submitted that, Mr. Chinyya Dumpalwar (“SRA”) is proprietor of Shriniwas Trading Company. A Proprietary business involved in trading of foodgrains which includes but not limited to Rawa, Maida, Atta, Dall, Rice, Oil etc. He has worked in direct collaboration with Govt. declared Food Park. He was one of the leading customers of the company. With his skill and dedication towards his business, he was able to generate a turnover of over 9 crores in the initial years of business. With his

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experience of trading in food business, he shall be taking care of supply of the finished products.
CIRP Cost: 30. The SRA in its Resolution Plan provides that, the CIRP cost approved by the CoC shall be paid in full and in priority. The unpaid CIRP cost shall be paid from the accruals of the Corporate Debtor and in case of insufficiency, the remaining amount, shall be paid from the funds infused by the Resolution Applicant allocated as CIRP costs (i.e., INR 42,50,000/- ) and in case of further insufficiency, the excess amount shall be payable from the amount allocated for the secured financial creditors. Further, the SRA undertakes to contribute 100% of CIRP costs to cope with variations, if any.

31. In accordance with Regulation 38(1-A) of the IBBI Rules, 2016, the statement showing the treatment given to the stakeholders as given below:

(in Rupees) Sr. No. Particulars Amount Admitted (in Rupees) Amount
Proposed (in Rupees) Settleme nt Value (in Rupees) Terms of Payment Amount provided to Amount Claimed %

1. CIRP Cost 42,50,000
   42,50,000 CIRP Cost is considered as Rs. 42,50,000 However, 100% of the actual CIRP Cost 100

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will be paid by the SRA. 2. Secured Financial Creditors

2,75,23,35 ,801 23,98,14,0 09 Nil Closing Date 8.71 3. Unsecured Financial Creditors Nil Nil Nil Nil Nil 4. Operational Creditors
a.

Employees and Workmen Nil Nil Nil The said liability stands extinguish ed after the approval of the Resolution Plan.

b.

Operational Creditor (Farmers who file claims) 69,00,544 34,50,272
Closing Date (The Resolution Plan shall be implement ed within 180 days from Effective Date or within 90 50

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days after removal of attachmen t of property by ED, whichever is earlier and entire payments to creditors as contempla ted under this plan shall be made within this period) c. Operational Creditor (Farmers who did not file claims) 16,13,71,4 37 8,06,85,71 9 Closing Date (The Resolution Plan shall be implement ed within 180 days from Effective Date or within 90 days after removal of attachmen t of 50

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property by ED, whichever is earlier and entire payments to creditors as contempla ted under this plan shall be made within this period) d. Operational Creditors (MIDC) 2,18,01,66 1
2,00,000 Closing Date (The Resolution Plan shall be implement ed within 180 days from Effective Date or within 90 days after removal of attachmen t of property by ED, whichever is earlier 0.92

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and entire payments to creditors as contempla ted under this plan shall be made within this period) e.
Government Authority Dues 92,02,40,6 44 5,00,000 The said amount shall be paid within 15 days from the approval of the plan by this Tribunal. 0.05 f. Other Operational Creditors
5,26, 16,567 26,00,000 The said amount shall be paid within 15 days from the approval of the plan by this Tribunal.

4.94

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Grand Total 3,91,95,1 6,654/- 33,15,00, 000/-

8.46%

Earnest Money Deposit (EMD)
32. At the stage of submission of the EoI for the said corporate debtor, the SRA has submitted an amount of Rs. 25,00,000 as EMD.

Performance Bank Guarantee: 33. The SRA, Mr. Chinyya N. Dumplwar has submitted the performance bank guarantee of Rs. 3,31,50,000/-, that is 10% of the total resolution plan on 17.04.2025. An email dated 19.04.2025 sent by Bank of Baroda along with the rectified BG issued on behalf of Mr. Chinyya N. Dumplwar confirming the same and it has been placed on record under an additional affidavit dated 19.04.2025.

Supervision of the Resolution Plan from the NCLT Approval date: 34. A Monitoring Committee would be formed on the approval of resolution plan by this Tribunal to oversee day-to-day affairs and management of the Corporate Debtor and implementation of the Resolution Plan till the completion date.

34.1 The composition of Monitoring Committee is described as follows: a) appointment of existing resolution professional as the monitoring official for supervising effective implementation of the plan,
b) one authorized representative from financial creditor and
c) one person from SRA in consultation with CoC or the monitoring committee (if any) formed for the purpose of implementing the resolution plan.

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34.2 Therefore, the Monitoring Committee would comprise of one member appointed by the SRA, and the majority of the members are nominated by the CoC.

Management and Control of the Business of Corporate Debtor from effective date until the closing date 35. On and from the Effective Date and until the Closing Date (defined below), a committee ("Monitoring Committee") comprising of (a) 1 (one) designated representative of the Financial Creditors, (b) 1 (one) designated representative of the Resolution Applicant· ("RA Representative") and (c) the erstwhile Resolution Professional (or any other Insolvency Professional as may be jointly appointed by the Financial Creditors and RA) ("Monitoring Professional"), shall be constituted immediately on Effective Date. The chairman of the Monitoring Committee will be the erstwhile Resolution Professional/ Insolvency Professional.

36. The Resolution Applicant shall be allowed to operate all the bank accounts of the Corporate Debtor, after the Closing Date and appointing its Directors. The Applicant herein shall also be allowed to appoint a CEO to manage the operations with adequate delegated powers to ensure that the business activities can be carried out without revert to the Monitoring Committee on a day-to-day basis. The powers to be delegated shall be approved in the first meeting of the Monitoring Committee. Costs of the Monitoring Committee, once approved by the Resolution Applicant, shall be paid by the Resolution Applicant, including towards any litigation, only after the Resolution Plan is approved and the Resolution Applicant is declared as the Successful Applicant.

37. The Monitoring Committee shall manage and control the Corporate Debtor for the interim period between the Effective Date and the Closing Date. No

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business will be conducted, except day-to-day operations and as may be required in ordinary course of business, during the interim period between the Effective Date and the Closing Date and no liability or obligation will be incurred or agreed to be incurred on behalf of the Corporate Debtor other than in the ordinary course of business and none of the rights, assets or properties of the Corporate Debtor will be transferred or disposed of or encumbered in any manner whatsoever other than in the ordinary course of business. Further, all the decisions pertaining to the Corporate Debtor, having financial impact, will be taken by the Monitoring Committee. Any decisions impacting the monetary benefit in this Plan shall be taken by majority vote of all 3 members of the Monitoring Committee. Management and Control of the Business of Corporate Debtor after the closing date 38. It is further proposed that from the Closing Date, with the Resolution Applicant acquiring control over the Corporate Debtor, a new Board will be constituted with adequate representation from the members of the Resolution Applicant and independent directors in compliance with Applicable Law. The Board shall be constituted in compliance with applicable law including Section 29A of the IBC. The Resolution Plan shall be implemented by the team of the Resolution Applicant under the supervision Monitoring Committee. Treatment of Shares 39. The interests of existing shareholders have been altered by the Resolution plan as under: Sr. Category of share holder No. of shares held before CIRP No. of shares held Voting share % held Voting share % held

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after CIRP before CIRP before CIRP 1 Equity 1,49,34,412 Nil 100% Nil 2 Preference 9,37,500 Nil Nil Nil

Compliance Certificate in Form – H 40. Pursuant to Regulation 39(4) of Said IBBI (CIRP) Regulations, 2016, the Successful Resolution Applicant has prepared a Compliance Certificate dated 08.11.2024 in Form H which is annexed to the Application.

40.1 Compliance of mandatory requirements under the Insolvency & Bankruptcy Code, 2016:

Sr. No. Particulars Compliance 1 Section 25(2)(h): Whether the Resolution Applicant meets the criteria approved by the CoC having regard to the complexity and scale of operations of business of the Said corporate debtor? Yes.

Resolution Applicant complies with the minimum eligibility criteria as approved by the CoC considering the complexity and scale of operation of business of the CD.

2 Section 29A: Whether Resolution Applicant is eligible to submit resolution plan as per final list of Resolution Professional or Order, if any, of the Adjudicating Authority?

Yes.
3 Section 30:

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(1) Whether the Resolution Applicant has submitted an affidavit stating that it is eligible? Yes.

(2)(a) Whether the Resolution Plan provides for payment of insolvency resolution process costs?

Yes. Clause 6.1.1 at page no. 8 of the plan.

(2)(b) Whether the Resolution Plan provides for the payment of the debts of operational creditors? Yes. Clause 6.1.3 and 6.1.4 at page no. 9 of the Plan.

(2)(c) Whether the Resolution Plan provides for the payment to the financial creditors who did not vote in favor of the resolution plan? Yes. Clause 6.1.2 at page no. 8 and 9 of the Plan.

2(d) Whether the Resolution Plan provides for the management of the affairs of the Said corporate debtor?

Yes. Clause 7.8 at page no. 14 and 15 of the Plan.

2(e) Whether the Resolution Plan provides for implementation and supervision of the resolution plan?

Yes. Clause 7.8 at page no. 14 and 15 of the Plan.

(2)(f) Whether the resolution plan contravenes any of the provisions of the law for the time being in force?

Yes. Clause 7.12 at page no. 18 of the plan.

(4)(a) Whether the Resolution Plan is feasible and viable, according to the CoC? Yes. According to CoC, the Resolution Plan submitted by Resolution Applicant is feasible and based on the said consideration it has approved the Plan. Clause 7.14 at page no. 18 of the plan.

(4)(b) Whether the Resolution Plan has been approved by the CoC with 66% voting share? Yes.

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4 Section 31(1): Whether the Resolution Plan has provisions for its effective implementation Plan, according to CoC

Yes. Clause 7.8 at page no. 14 and 15 of the plan.

40.2 Compliance under mandatory requirements under IBBI (Insolvency Resolution Process of Corporate Debtor) Regulations, 2016

Regulation 38 1 Whether the amount due to the operational creditors under the resolution plan has been given priority in payment over financial creditors?

Yes. Clause 6.1.3 and 6.1.4 at page no. 9 of the plan. 1A Whether the resolution plan includes a statement as to how it has dealt with the interest of all stakeholders?

Yes. Clause 7.6 at page no. 13 of the Plan. 1B i) Whether the Resolution Applicant or any of its related parties has filed to implement or contribute to the failure of implementation of any resolution plan approved under the Code?

ii) If so, whether Resolution Applicant has submitted the statement giving details of such non-implementation?

Yes. Clause 7.16 at page no. 18 of the Plan.

Not Applicable. 2(a) Whether the Resolution Plan provides the term of the plan and its implementation schedule?

Yes. Schedule II at page no. 25 of the Plan.

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2(b) Whether the Resolution Plan provides for the management and control of the business of the said corporate debtor during its term?

Yes. Clause 7.8 at page no. 14 and 15 of the Plan. 2(c) Whether the Resolution Plan provides adequate means for supervising its implementation?

Yes. Clause 7.8 at page no. 14 and 15 of the Plan. 3 Whether the Resolution Plan demonstrates that –

Yes. Clause 4 at page no. 5 of the Plan. Clause 7.14 at page no. 18 of the plan. Clause 7.8 at page no. 14 and 15 of the plan.

Clause 7.11.2 at page no. 17 of the plan.

Clause 6.2 at page no. 11 of the plan. (a) It addresses the cause of default?

(b) It is feasible and viable?

(c) It has provisions for its effective implementation?

(d) It has provisions for approvals required and the time for the same?

(e) The Resolution Applicant has the capacity to implement the Resolution Plan?

Regulation 39 2 Whether the RP has filed applications in respect of transactions observed, found or determined by him? Yes 4 Provide details of performance security received as referred to in sub-regulation (4A) of Regulation 36. Yes

40.3 The CIRP has been conducted as per the timeline indicated as under:

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Section/ Regulation No. Description of Activity Latest Timeline under Regulation 40A Dates according to Regulation 40A
Actual Date Section 16(1) Commencement of CIRP and Appointment of IRP

T 16.11.2022 16.11.2022 Regulation 6(1) Publication of Public Announcement

T+3 19.11.2022 18.11.2022 Section 15(1)(c)/ Regulation 12(1)

Submission of Claims T+14 30.11.2022 30.11.2022 On 06 Dec 2022, Hon'ble NCLAT directed IRP not to take any further steps. Subsequently, on 02 Jan 2024 (order copy received on 06 Jan 2024), Hon'ble NCLAT stay was lifted and CIRP commenced. In all, 396 days were excluded from the initiation of CIRP process. Regulation 13(1) Verification of Claims

T+21 07.12.2022 07.01.2024 Section 26(6A)/ Regulation 15A Application for Appointment of Authorized Representative, if necessary

T+23 09.12.2022 Not Applicable
Regulation 17(1) Filing of Report certifying Constitution of CoC T+23 09.12.2022 09.01.2024 Section 22(1) and Regulation 17(2)

First Meeting of CoC T+30 16.12.2022 16.01.2024 Regulation 35A Determination of fraudulent T+115 11.03.2023 Not Applicable

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and other transactions

Regulation 27 Appointment of two registered Valuers

T+47 02.01.2023 25.03.2024 Regulation 36(1) Submission of Information Memorandum to CoC T+95 19.02.2023 27.03.2024 Regulation 36A Invitation of EoI T+60 15.01.2023 01.04.2024 Publication of Form G T+60 15.01.2023 01.04.2024

Provisional list of Resolution Applicants T+85 09.02.2023 10.05.2024

Final list of Resolution Applicants T+100 24.02.2023 17.05.2024 Regulation 36B Issue of RFRP including Evaluation Matrix, etc T+105 01.03.2023 17.05.2024 Section 30(6)/ Regulation 39(4)

Submission of CoC approved Resolution Plan T+165 30.04.2023

08.11.2024 Section 31(1) Approval of Resolution Plan

T+180 15.05.2023

On perusal of Form-H, it is seen that the Resolution Plan is in compliance with the mandatory compliances as stipulated under Section 30(2) of the Code. The Resolution Plan also meets the requirements of Regulations 37, 38, 38(1A) and 39 (4) of the IBBI Regulations, 2016. The SRA has submitted an Affidavit dated 08.07.2024 in Annexure- ‘C’ of the application stating that

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Successful Resolution Applicant nor any other person who is a connected person (as defined under the IBC) are ineligible under Section 29 A of the IBC. The Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law.

41. The Applicant identifies that there are no avoidance transaction applications pending before this Tribunal, and that, that there are no transactions falling under section 43, 45, 50, and 66 of the Code.

42. In K Sashidhar v. Indian Overseas Bank & Others (2019) 12 SCC 150, the Hon’ble Apex Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority (NCLT). On receipt of such a proposal, the Adjudicating Authority is required to satisfy itself that the Resolution Plan, as approved by CoC, meets the requirements specified in Section 30(2). The Hon’ble Apex Court further observed that the role of the NCLT is ‘no more and no less’. The Hon’ble Apex Court further held that the discretion of the Adjudicating Authority is circumscribed by Section 31 and is limited to scrutiny of the Resolution Plan “as approved” by the requisite percent 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.

43. In view of the law laid down by Hon’ble Supreme Court, the commercial wisdom of the COC is to be given paramount importance for approval / rejection of the resolution plan. As the Resolution Plan meets the requirements of the Code and the IBBI (CIRP) Regulations, 2016 the same needs to be approved. Accordingly, the Resolution Plan is approved with the following directions:

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i. The Resolution Plan submitted by Mr. Chinyya Dumpalwar is hereby approved. It shall become effective from this date and shall form part of this order. It shall be binding on the Said corporate debtor, its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the Resolution Plan.

ii. No person will be entitled to initiate or continue any proceedings in respect to a claim prior to CIRP which a part of the Resolution Plan is not.

iii. The Monitoring Committee shall supervise the implementation of the Resolution Plan and shall review operational performance of the Said corporate debtor.

iv. The Resolution Professional is further directed to handover all records, premises / documents to the Resolution Applicant to finalise further line of action required for starting of the operation as contemplated under the Resolution Plan. The Resolution Applicant shall have access to all the records premises / documents through Resolution Professional to finalise further line of action required for starting of the operations.

v. As per the Resolution Plan, extinguishment of existing shares of the said corporate debtor, allotment of shares to the Resolution Applicant and to New Investor and reduction of share capital do not require the consent of shareholders as required under the

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Companies Act or any other authority for implementation of the Resolution Plan.

vi. The aspect of reliefs and concessions are dealt herein under:

a. Approval of the Resolution Plan shall not be a ground for termination of any existing consents, approvals, licenses, concessions, authorizations, permits or the like that has been granted to the Said corporate debtor or for which the Said corporate debtor has made an application for renewal, grant permissions, sanctions, consents, approvals, allowances, exemptions etc.

b. Any exemption as sought for in relation to the payment of registration charges, stamp duty, taxes and fees arising out of the implementation of the Resolution Plan is not granted but the Resolution Applicant is at liberty to approach Competent Authorities for the exemptions if permitted under the law.

c. For past non-compliances of the Said corporate debtor under applicable laws the Resolution Applicant shall not be liable for any liabilities and offences committed prior to the commencement of CIRP and as stipulated under Section 32A of IBC, 2016.

d. It is hereby clarified that in terms of the Judgement of Hon’ble Supreme Court in the matter of Ghanshyam Mishra and Sons Private Limited Vs. Edelweiss Asset Reconstruction Company Limited, on the date of approval of the Resolution Plan by the Adjudicating Authority, all such claims which are not a part of Resolution Plan, shall stand extinguished and no person

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will be entitled to initiate or continue any proceedings in respect of a claim which is not a part of the Resolution Plan.

e. With regard to other concessions and reliefs, most of them are subsumed in the reliefs granted above. The relief which is not expressly granted above, shall not be construed as granted. The exemptions if any sought in violation of any law in force, it is hereby clarified that such exemptions shall be construed as not granted. It is further clarified that the reliefs and concessions sought which are beyond the scope of provisions of Section 31(1) and Section 32A of the Code cannot be granted and are as such deemed to have not been granted.

f. It is also clarified that, if this Resolution Plan stipulates or provides for any benefit flowing through any other law, then the same may be deemed as not allowed/approved and would be open to action by the concerned authority in accordance with law.

vii. Any amount out of the action taken against other persons for Preferential/ Fraudulent Transactions u/s. 43 and 66 of the IBC, 2016 as found in the Audit Report and also Unauthorized Transaction post CIRP order, shall be appropriated towards the unsatisfied claims of Secured Financial Creditors.

viii. The Memorandum of Association (MoA) and Articles of Association (AoA) shall accordingly be amended and filed with the concerned Registrar of Companies (RoC), for information and record. The Resolution Applicant, for effective implementation of the Plan, shall obtain all necessary approvals, under any law for the time being in force, within such period as may be prescribed.

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ix. The moratorium under Section 14 of the Code shall cease to have effect from this date.

x. The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI along with copy of this Order for information.

xi. The Applicant shall forthwith send a certified copy of this Order to the CoC and the Resolution Applicant, respectively for necessary compliance.

44. Accordingly, the Resolution Plan submitted by Mr. Chinyya N. Dumplwar is hereby approved, and I.A. No. 107 of 2024 is allowed to that extent and is disposed off.

Sd/-

Sd/-
Charanjeet Singh Gulati

Sushil Mahadeorao Kochey Member (Technical)

Member (Judicial) Omkar, L.R.A.