IN THE NATIONAL COMPANY LAW NONE NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD COURT - 2 ITEM No.301 [A(Plan)/6(AHM)2024 in C.P.(IB)/9(AHM)2021 Orders under Section 30 of vrders under Section 30 of IBC,2016 IN THE MATTER OF: Sunit Jagdishchandra Shah Resolution Professional OfM/s .......- Applicant Shree Rajeshwaranand Paper Mills Limited VIS ऋ ऋ/$#ह..... Respondent Income Tax Department Through Commissioner/Principal Commissioner & Ors. Order delivered on: 27/11/2024 Coram: Mrs. Chitra Hankare, Hon’ble Member(J) Dr. Velamur G Venkata Chalapathy, Hon’ble Member(T) ORDER The case is fixed for pronouncement of order. The order is pronounced in open Court vide separate sheet. a eo हिK DR. ४. G-VENKATA CHALAPATHY CHITRA HANKARE MEMBER (TECHNICAL) MEMBER (JUDICIAL)

BEFORE THE ADJUDICATING AUTHORITY THE NATIONAL COMPANY LAW TRIBUNAL AHMEDABAD (COURT - IT) IA 6 of 2024 In CP(IB) No. 9 / NCLT / AHM / 2021 (Application under Scction 30(6) of the Insolvency and Bankruptcy Code, 2016.) In the Matter of: Mr. Sunit Jagdishchandra Shah Resolution Professional of M/s Shree Rajeshwaranand Paper Mills Limited. Having address at: 801-802, 8th Floor, Abhiject-1, Opp. Bhuj, Mercantile Bank, Mithakali Six Roads, Navrangpura, Ahmedabad-380009. .... Applicant Versus Income Tax Department Through Commissioner / Principal Commissioner Having address at: Room No. 321, Aayakar Bhavan, M. K. Road, Mumbai-400020. ... Respondent No.1 Mr. Prakashchandra Rasiklal Vora Member of the Suspended board Having address at: Al, Pushkar-4, Fifth Floor 401, शिPवा, Anmedabad-380004. ... Respondent No.2 Mr. Ashit Lilachand Modi Member of the Suspended board Having address at: . Page lof 21

IA(Plan)/6(AHM)2024 in C.P.(IB)/9(AHM)2021 6/D, 1304, Maitri GHS, Damodar Park, LBS Marg, Ghatkopar (West), Mumbai-400086. ... Respondent No.3 Mr. Jayeshkumar Tulsidas Surati Membcr of Suspended board Having address at: B-1, Sundarampark, next to Vrundavan Town ship, Hansot Road, Ankleshwar-39300 1. ... Respondent No.4 Mrs. Hemali Shripal Vora Member of the Susupended board Having address at: 3095, Vihar Flat, Jay Bhiku Marg, Fatchpura, Paldi, Anmcdabad-380007. ...kcspondent No.5 State Tax Department Through State Tax Officer, Having address at: Unit 55, Panchbatti Station Road, Bharuch, Gujarat-392001. ... kcspondent No.6 Order pronounced on 27.11.2024 CORAM: HON’BLE MEMBER (JUDICIAL) DR. V. G. VENKATA CHALAPATHY HON’BLE MEMBER (TECHNICAL) ‘Present: For the Applicant : Mr. Navin Pahwa, Sr. Adv. a.w. Mr. Nipun Singhvi Adv. a.w. Vishal Dave, Adv. and Ms. Pragati Tiwari, Adv. & Mr. Rahul Bhavsar, Adv. RP : Mr. Sunit Shah in person. Page 2 of 21

[A(Plan)/6(AHM)2024 in C.P.(IB)/9(AHM)2021 For the Income Tax : Ms. Bhumi Gandhi, Adv. for Ms. Maithili Mchta, Adv. For the RoC : Ms. Rupa Sutar, Dy. RoC. For the RA : Mr. Ravi Pahwa, Adv. For the Respondent : Ms. Mauleecn Marfatia, Adv. R.No.2, and Ms. Hemali Vora, Party in Person For R. No.5 The Present Application is filed under Section 30(6) of the Insolvency and Bankruptcy Codec, 2016 (“IBC, 2016/the Codec”) by the Resolution Professional of the corporate debtor inter alia praying to approve the Resolution Plan under Section 30(6) of the Code, submitted by Mercury Terra Firma the successful Resolution Applicant. Bank of India, the sole Financial Creditor, had filed an insolvency application under Section 7 of the Code being CP(IB) 9 of 2021 for initiation of Corporate Insolvency Resolution Process (“CIRP”) against the Corporate Debtor which was admitted vide Order dated 07.12.2022 and whereby Ms. Vinecta Maheshwari was appointed as IRP. The public announcement inviting the claims from ereditors of the Corporate Debtor was made in Form-A on 16.12.2022 and after receipt of claims, the IRP constituted the Committee of Creditors (“CoC”) comprised of Page 3 of 21

TA(Plan) /6(AHM)2024 in C.P.(IB)/9(AHM)2021 two secure financial creditors and four unsecured financial creditors. The 1st CoC meeting was held on 13.01.2023 wherein IRP apprised the members that she visited office cum factory premise of CD and shared observation that there were no machinery, furniture in the factory, it was just an abandoncd. The शव CoC meeting was held on 02.02.2023 wherein the discussion werc held for finalization of criteria for amount of Karnest Money Deposit, tu rnover, Net-worth etc and resolved to publish Form-G. Further CoC resolved to replace the IRP by appointing Mr. Sunit Shah as RP and therefore IA No. 282 of 2023 was filed for replacing the IRP to RP before this Tribunal and vide order dated 13.03.2023 this Tribunal appointed Mr. Sunit J Shah as the RP. The 34 Coc mecting was held on 02.03.2023 whercin discussions werc held to drop the turnover criteria for individual and net-worth critcria and discusses to republish Form-G, In compliance with Regulation SOA(1) of IBBI (CIRP Regulations) an invitation for expression of interest (Eol) i.c Form-G was published on 10.03.2023 by the IRP in two newspapers 1.८ Page 4 of 21 fs agua

IA(Plan) /6(AHM)2024 in C.P.(IB)/9(AHM)2021 Business Standard (English) allover Gujarat edition and Sandesh (Gujarati) all over Gujarat edition. The 4th CoC mecting held on 20.03.2023 whercin the applicant informed that he has initiated process for taking handover of the CD and thcreafter CoC proposed to reduce the EMD along with Eol. The 6% mecting of CoC was held on 01.04.2023 whercin RP appraiscd the CoC that he has reccived 9 Eol and further CoC members suggested for changes in Request for Resolution Plan (RF RP) and evaluation matrix. In 70 CoC mecting which was held on 01.05.2023 applicant informed that he has finalised 8 Kol’s and issucd final list of prospective resolution applicant on 12.04.2023 and informed CoC the last date of submission of resolution plan is 11.05.2023. The 8 meeting of CoC was held on 15.05.2023 whercin applicant placed and opened bids before the CoC of the proposed resolution plans and thereafter salient features. RP has also filed the police compliant before the Jhagadia Police Station due to missing of books of accounts, plant and machinery and other assets. In 9'» mecting of CoC held on 29.05.2023 applicant apprised that plans are under vetting and Page 5 of 21

1A(Plan)/6(AHM)2024 in C.P.(IB)/9(AHM)202 1 CIRP period about to expire on 05.06.2023. Therefore, RP filed an application being IA no. 670 of 2023 for extension of CIRP period, this Adjudicating Authority vide an order dated 19.06.2023 allowed the application and extended 90 days period of CIRP from 05.06.2023. Applicant also filed an application bearing IA No. 658 of 2023 against membcr of erstwhile management for non-cooperation and concealment of property of the CD which is pending for adjudication before this Tribunal. The 10% Meeting of CoC was held on 30.06.2023 whercin the applicant appraised that he is in the process of vetting the plans. The RP conducted 11th CoC mecting on 05.07.2023 for negotiation with the resolution applicant and for conducting Swiss Challenge Mechanism per se bidding which was held on 01.08.2023, thereafter all three resolution applicant submitted revised resolution plan on 08.08.2023. The 12t* CoC mecting was held on 13.07.2023 whercin applicant proposed various criteria to be included in RFRP and evaluation matrix. The RP discussed with CoC regarding successful completion of Swiss Challenge Mechanism per se Page 6 of 21

IA(Plan)/6{AHM)2024 in C.P.(IB)/9(AHM)202 1 bidding in 13'* CoC meeting held on 10.08.2023. In 14७ CoC meeting held on 29.08.2023 RP appraiscd that he had refunded Karnest Money Deposit amount to two resolution applicants who has not participated in challenge mechanism. CoC also resolved to extend the period of CIRP beyond 270 days therefore, RP filed an application bearing IA No. 1073 of 2023 for another extension of CIRP pcriod beyond 270 days for further 60 days from 04.09.2023 which was allowed by this Adjudicating Authority vide order dated 06.10.2023. The 17 meeting of CoC was held on 19.10.2023 wherein RP informed that there were two plans for considcration but one resolution applicant requested for withdrawal of plan. CoC stated that they want to discuss with remaining RA 1.० Mercury Terra Firma regarding the plan. CoC required further time and they directed RP to file an application for extension of CIRP period for further 90 days. Accordingly, RP filed an application bearing IA No. 1269 of 2023 sccking extension of CIRP period for further 60 days, this Adjudicating Authority vide an order dated 30.10.2023 allowed extension of CIRP period up to 10.12.2023 and dirccted RP to expedite the CIRP process. Page 7 of 21

IA(Plan)/6(AHM)2024 in C.P.(1B)/9(AHM)202 1 The 19th CoC mecting was held on 01.11.2023 wherein RP informed CoC about emails from potential buyers showing interest for participation in resolution process. One of the CoC member proposcd in exercise of commercial wisdom re-issue of Form-G and Merry Terra Firma to be allowed to be participate in the new process. Accordingly, RP republished Form-G on 03.11.2023 in two news paper 1.6 Business Standard (English) and Sandesh, Baroda edition (Gujarati). RP conducted 200 CoC mecting on 06.11.2023 and discussed with CoC with respect to proposed RFRP and evaluation matrix. Pursuant to republication of Form G, RP conducted 21st CoC mecting and appraised CoC that he has received 13 Kol. Out of these only 3 resolution plan received i.e 1) JRD Fibre Composite Private Limited, 2) Mohsinalli Varteji, Mchandihasan Vartcji, Mr. Shailesh Kothari and Mr. Sanjay Donga and 3) Mercury Terra Firma, which were discussed with CoC. In 224 Coc mecting held on 30.11.2023 discussions were held with PRA. State Bank of India raised gqucry and insisted that plan should be unconditional and RA took time to clarify the same. The 2377 meeting of CoC was held on 04.12.2023 whcrein RP informed Page 8 of 21

12, IA(Plan) /6(AHM)2024 in C.P.(1B)/9(AHM)2021 that CIRP period expires on 10.12.2023, CoC requires further 30-45 days to gct approval from higher authority to vote upon the resolution plan. Accordingly, RP filed an application bearing IA no. 1424 of 2023 before Court-1 for sceking another extension of CIRP pcriod of 60 days which was listed on 15.12.2023 wherein both the members recused themselves from this case. RP conducted 24 mecting of CoC on 22.12.2023 and appraised CoC about the recusal of the casc. Thereafter this case was listed before Court-2 on 08.01.2024 whercin this court granted extension up to 20.02.2024 by allowing IA 1424 of 2023. The 26% CoC mecting was held on 22.01.2024 wherein RP apprised that Cirrus Chemicals has mailed the applicant on 16.01.2024 for withdrawal of resolution plan and refund the EMD amount and compliance check and vetting of all remaining plan completed. CoC also reiterated that claim of GVAT shall be considered as operational creditor. Applicant conducted 27% meeting of CoC on 07.02.2024 on specific request of SBI in rclation to proposing a liquidator other than the present RP and also liquidator fecs. Page 9 of 21

[A(Plan)/6(AHM}2024 in 0.7. ([8]/9(61/]2021 In. the meeting held on 22.01.2024 discussions were held in regard to approval of resolution plan received from RA/ Approval of liquidation process in case the resolution plan gcts rejected. Voting was started from 29.01.2024 to 14.02.2024 wherein the CoC approved the resolution plan submitted by Mercury Terra Firma with 97.36 % voting. It is stated that as the Resolution Plan was approved, letter of intent was issucd to the SRA on 15.02.2024 against which SRA has already paid Rs. 10,00,000/- toward EMD along with EOI and Rs. 1,00,00,000/- for Ernest Moncy Deposit. The key features of Resolution Plan, in brief, are stated to be as under: : | Amount | : Amount Amount | Payou | Timeline | Para applicant Claimed | Admitted | Provided | waived t As % | [From of Proposed (in Rs.) (in Rs.) In Plan of the dt of | Resol Amount admit | Appoint | ution ted ed dt] Plan Payment to the FCs [i] Secured | 77,06,83, | 71,78,31, | 39,35,60 | 32,42,71 [51.07 |3 Months | Sec1. FCs | 872 110 000 110 | 12d [ii] 29,33,57, | 4,68,34,3 | 50,00,00 | 4,18,34, 1.70 30 days Sec.4. Unsecured 311

28 () 328 % 1.2.2 A. Total | 1,06,40,4 | 76,46,65, | 39,85,60 | 36,61,05 | 52.77 [ata] 1,383 438 |,000

ीkउ8 % 7 B. Payment | 27,80,97, | 23,32,52, | 60,00,00 | 22,72,52 | 2.16 30 days Sec.4. towards the | 445 17]

,L7] % 1.4 OCs (including Statutory Dues) Page 10 of 21

C. Employees and Total 12. paym. ent of | CIRP Cost {100%) If CIRP coast exceeds 65 lacs, RA will pay additional amount over and above Resolution Plan value te cover CIRP cost 63, है 8 [A(Plan) /6(AHM)2024 in C.P.(IB)/9(AHM)2021 8 Total E. Working Capital/Ca pex over the period _ रे tal (A to B) | 7,00,000 000 65,00,00 0 59,26,57 | 609 Payment to Existing Shareholde rs of the Corporate Payment Total | 7,00,00, बह नह 200 NIL | 48,17,60 | 000 NIL 11.08

• 90 days | Sec.4. 1.3 1.1 In respect of source of funds (Section 4.4 of the Resolution Plan) it is stated that out of the total proposed amount Rs. 10.20 Cr. Shall be infused through subscription to the equity shares of the corporate debtor and Rs. 30.62 Cr through unsecured loan from friends, relatives, associates, banks ctc. In respect of the Monitoring Committce (Scction 3.5 of the Page 11 of 21

19, IA(Plan)/6(AHM)2024 in C.P.(IB)/9(AHM)202 1 consist of Resolution Professional, One representative of Coc, One representative of Resolution Applicant whercin the monitoring committce will be chaired by the Resolution professional for effective implementation of the plan and monitoring committce shall be dissolved on effective date. It is stated that the Resolution Plan is in compliance of Section 30(2) of the Code and Regulation 38(1 A) of the CIRP Regulation, 2016. The Liquidation Value is to Rs. 33, 16,25,906/- and Fair Value is Rs. 45,85,31,874 /- In respect to treatment of avoidance transactions application (Section 3.9 of the Resolution Plan) it is stated that the Resolution Applicant undertakes that if any amount is recovered or received in pursuance to ordcr passed by this Tribunal, for application filed U/s 43 & 66, same shall belongs to secured financial creditor. Hence, the cost for the same after approval of resolution plan by this Tribunal shall also be borne by the secured financial creditor. In respect of feasibility and viability it is stated that the Resolution Plan is feasible and viable, the plan confirms to all the mandatory requircments of the code and CIRP Regulations, Page 12 of 21

1A(Plan)/6(AHM)2024 in C.P.(1B)/9(AHM)2021 deals with the interest of all stakcholders, provides for payment to all stakeholders in line with the Code, provides for Management and control of the corporate debtor, term and implementation schcdule. The Resolution Applicant through support of experts as well as tech nically capable persons in the industry, who will assist him for the projected revival of the CD. 21. The Schedule of Payment as mentioned in Resolution Plan is as under: or. Time Line Amounts (Rs) 1 Within 1 month from appointed | 11,02,00,000 2. Within 2 months days from | 10,00,00,000 हे appointed date हज़़ xः 3. Within 3 months days from | 20,15,60,000 appointed date _ | वि{न Total amount provided under 41,17,60,000/- the Plan for creditors

Need based infusion for working Capital/Capex over the

: a बचाओ आज.. ७8.. 1... 1 ४&ष 4. Within 1 year from Appointed | 7,00,00,000 7 Date _ है Note: RA assures to make the payment with interest as per the rate defined in RFRP after 60 days. Further, RA assures to make the payment within 90 days i.c 3 Months.

The necd-based funds would be infused for working capital/capex for smooth opcrations of the corporate debtor. Page 13 of 21

IA(Plan)/6(AHM)2024 in C.P.(IB)/9(AHM)2021 The suspended board of director filed reply to this application stating that the CIRP should be completed within 180 days, however, an extension from this Tribunal may be given for completing the said proccss subject to maximum 330 days, including time taken for pursuing the legal proceedings, if any. But in the instant case the RP has taken extension many times overlooking the legal provisions and the IBC Code itsclf hence the entire proccedings of the Resolution Professional are illegal and may be treated as non cst. The Department of Income Tax also filed a report stating therein that an amount of Rs.2,77,39,125 is outstanding of the corporate debtor and they have already filed their Form B. It is further requested that the amount may be included as claim by the COC. Observations: The Resolution Plan approved by the COC in terms of Sec 30(4) appears to be in confirmity and compliance with Scc 30(2) of the IBC 2016. The RP had issued notices to six respondents including the Income Tax Authoritics and ST Department. The Form H submitted mentions the Fair Value and Liquidation value, and the plan approved by COC ensures _ Page 14 of 21

[A(Plan)/6(AHM)2024 in C.P.(IB)/9(AHM)2021 that the recovery through resolution of the corporate debtor is found to be a better option exercised by the COC. While Income Tax Department have filed their reply stating that they have dues and filed Form B there is no reply received from state tax department. The reply of the Suspended Management have been taken on record as no spccific mention objecting the plan has been mentioned. An IA filed by another Resolution Applicant has been disposed of based on its merits. Compliance to statutory requirement is the responsibility of CoC and RA and there arc no IA opposing the plan filed on date in deciding this order. The claims of Operational Creditors including Statutory Dues aggregating to Rs.23,32,52,171/- have been verificd and admitted by the Resolution Professional. As the IM docs not specify the liquidation value due to the operational creditors, hence the resolution applicant proposcs payment of Rs.60,00,000/- towards full and final scttlement of all the Operational creditors against all the verified and admitted claims. From which, Resolution Applicant proposes to pay amount Rs.96,87,358/- towards the dues of the EPFO from the Page 15 of 21

I. [A(Plan)/6(AHM)2024 in C.P.(IB)/9(AHM)2021 amount which is allocated towards Opcrational Creditors, Rest amount 1.2., 3,12,642/- 15 proposcd towards other opcrational creditors including income tax. In view of above, we observe that the Resolution Plan is in compliance of the provisions and we are satisfied in respect of the same. We find that the Resolution Plan has been approved with 97.36 % voting share and is above the mandatory requirements. As per the CoC, the plan mects the requirement of being viable and feasible for the revival of the Corporate Debtor. On perusal of the documents on record, we arc also satisfied that the Resolution Plan is in accordance with sections 30 and 31 of the IBC and also complics with regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. Hence we pass the following order:- Application is allowed. The approved ‘Resolution Plan’ shall become effective from the date of passing of this order. Page 16 of 21

IIL. IV. VI. iA(Plan)/6(AHM)2024 in C.P.(IB)/9(AHM)2021 The order of moratorium passed by this Adjudicating Authority under Section 14 of IBC, 2016 shall cease to have effect from the date of this order. The Resolution Plan so approved shall be binding on the Corporate Debtor and its employccs, members, creditors, guarantors and other stakeholders involved in the Resolution Plan. The monitoring committee as proposcd in the resolution plan shall be constituted for supervising the — cffective implementation of the Resolution Plan and continue till the payment plan is fully realised and is distributed. The Resolution Professional, Shri Sunit J agdishchandra Shah, shall be released from the duties of the Resolution Professional of the Corporate Debtor as per the provisions of the IBC, 2016 and rules/regulations madc thereunder from the date of this order. VU.The Resolution Professional shall forward all records relating to the conduct of the corporate insolvency resolution process and approved Resolution Plan to the Insolvency and Bankruptcy Board of India to be recorded in its database. Page 17 of 21

IA(Plan)/6(AHM)2024 in C.P.(IB)/9(AHM)2021 जा, As regards various rclicfs and concessions which are being IX, XI. XII. sought, we hereby grant the following reliefs and concessions only as against rclicfs and concessions claimed by the resolution applicant. After the payment of the dues to the creditors, as per the resolution plan, all the liabilities /claims of the said Stakeholders shall stand extinguished and other claims including Government/ Statutory Authority, whether lodged during CIRP or not, shall stand extinguished after approval of the resolution plan. From the date of this order, all claims against the Corporate Debtor, except those provided in the plan of the Corporate Debtor stand extinguished. From the date of this order, all cncumbrances on the assets of the Corporate Debtor before the Resolution Plan shall stand extinguished. No reliefs and conccssions are granted to guarantee if any issucd by the suspended management in an individual capacity to any of the creditors. For reliefs and concessions sought from the Government / Statutory Authoritics, we direct the rcsolution applicant to Page 18 of 21

XIII. XIV, XV. IA(Plan)/6{AHM)2024 in C.P.(IB)/9(AHM)2021 approach the concerned Authoritics. The concerned Authoritics are to consider and decide the matter as per applicable provisions of law for effective implementation of the Resolution Plan. As regards relicfs prayed under various provisions of the Income Tax Act, 1961, the Corporate Debtor/ Resolution Applicant may approach the Income Tax Authorities who shall take a decision on relicf and concessions sought by the resolution applicant in accordance with the provisions of the Income Tax Act, 1961. The Resolution Applicant shall be entitled to review, revise or terminate any appointments / agrcements / understanding entered into by or on bchalf of the Corporate Debtor in accordance with the terms and conditions of such agreements / MoUs /contracts. The management of the Corporate Debtor shall be handed over to the Board of Directors as may be nominated by the SRA for the proper running of the opcrations /business of the Corporate Debtor. Page 19 of 21

IA(Plan)/6(AHM)2024 in C.P.(13)/9(AHM)2021 XVI. The Board of Directors of the Corporate Debtor shall also be reconstituted and procedural compliances shall be donc to शाएट effect to such reconstitution. XVII. The SRA shall, pursuant to the Resolution Plan approved under Section 31(1) of the Codc, obtain neccessary approvals required under any law for the time being in force within a period of onc year from the date of approval of the Resolution Plan vide this order or within such period as provided for in such law, as the case may be. XVIILAI the approvals of sharcholders/members of the Corporate XIX. Debtor shall be deemed to have been obtained and the provisions made in the Resolution Plan as regards the restructuring of capital shall be binding on them. With respect to the grant of license/ Government approval, if the license or approval is terminated, suspended or revoked, the resolution applicant may approach the concerned Department/ Authorities for such approval/ renewal and Government Authorities may consider the request of the resolution applicant as per applicable provisions of law for effective implementation of the resolution plan. Page 20 of 21

1A(Plan)/6(AHM)2024 in C.P.(IB)/9(AHM)2021 XX. A certified copy of this order be issucd to all concerned partics upon compliance of all requisite formalities. XXI. Accordingly, IA (Plan) No./6(AHM)/2024 in (४? (IB) No.9(AHM)/2021 is disposed of DR.V. G. VENKATA CHALAPATHY CHITRA HANKARE MEMBER (TECHNICAL) MEMBER (JUDICIAL) Page 21 of 21