04th February, 2026 Approval of Resolution Plan - Megi Agro Chem Limited [IA(Plan) No. 9 of 2024 in CP (IB) No. 144 of 2021] (813.98 KB)

NATIONAL COMPANY LAW TRIBUNAL COURT-V, MUMBAI BENCH

1. IA(PLAN)/9/2024 C.P. (IB)/144(MB)2021

IN THE MATTER OF

M/s. Pridhvi Asset Reconstruction and Securitisation Company Limited VS M/s Megi Agro Chem Limited U/s 7 of the Insolvency and Bankruptcy Code, 2016
Order Delivered on 29.01.2026

CORAM: SH. MOHAN PRASAD TIWARI

SH. CHARANJEET SINGH GULATI MEMBER (J)
MEMBER (T)

Appearance through VC/Physical/Hybrid Mode: For the Applicant/RP:

Adv. Pulkit Sharma a/w Adv. Pulkitesh Dutt Tiwari

i/b Akash Menon (VC) For the SRA:

Adv. Shivesh Kaushik, Adv. A. Abhiraj Ray & Adv.

Aamir Abbas Naqvi (VC)

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ORDER IA(PLAN)/9/2024: - The above IA is listed for pronouncement of the order. The same is pronounced in open court, vide a separate order.

Sd/- Sd/- CHARANJEET SINGH GULATI
MOHAN PRASAD TIWARI Member (Technical)

Member (Judicial) //Zakir//

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NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH, COURT – V

IA(PLAN) NO. 9 OF 2024 IN CP (IB) NO. 144 OF 2021

Mr. Vakati Balasubramanyam Reddy Resolution Professional for M/s Megi Agro Chem Limited Registered Office at 504, Neelambari, 5th Floor, Thane - Belapur Road, Vitawa, Thane -400605 … Applicant/ Resolution Professional

IN THE MATTER OF M/s. Pridhvi Asset Reconstruction and Securitisation Company Limited … Financial Creditor Versus
M/s Megi Agro Chem Limited … Corporate Debtor

Order Delivered on: 29.01.2026 Coram: Sh. Mohan Prasad Tiwari, Hon’ble Member (Judicial) Sh. Charanjeet Singh Gulati, Hon’ble Member (Technical)

Appearance through VC/Physical/Hybrid Mode:
For the Applicant: - Adv. Pulkit Sharma a/w Adv. Pulkitesh Dutt Tiwari

IA(PLAN) NO. 9 OF 2024 IN CP (IB) NO. 144 OF 2021

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                      i/b Akash Menon (VC) 

For the Respondent:- Adv. Shivesh Kaushik, Adv. A. Abhiraj Ray & Adv.
Aamir Abbas Naqvi (VC)

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ORDER IA(PLAN) NO. 9 OF 2024

1. This IA is filed on 19.10.2023 by, Mr. Vakati Balasubramanyam Reddy, Resolution Professional (‘the Applicant’) of M/s Megi Agro Chem Limited (‘Corporate Debtor’) under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 (‘the Code’) read with applicable Regulations of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (‘CIRP Regulation 2016’) with following prayers:

a) Direct Arainfra Projects Private Limited to make payment of the entire performance guarantee amount of Rs. 5,00,00,000 in accordance with the Resolution Plan and the letter of intent executed by Arainfra Projects Private Limited; b) Sanction the Resolution Plan submitted by Arainfra Projects Private Limited and approved by the Committee of Creditors of Megi Agro Chem Limited at its 12th meeting held on 21st September 2023 under Section 31 of IBC and declare the same to be binding upon the Corporate Debtor, its creditors, members, guarantors and other stakeholders; c) Pass any other order as maybe deemed fit in the facts and circumstances of the case.

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Brief Facts as per the Application: 2. The Corporate Insolvency Resolution Process (‘CIRP’) of M/s Megi Agro Chem Limited (‘Corporate Debtor’) was initiated by this Tribunal vide order dated 05.08.2022 in C.P No. 144 of 2021 under Section 7 of the Code (‘said order’). Pursuant to the said order, the Applicant was appointed as the Interim Resolution Professional (‘IRP’) of the Corporate Debtor. Accordingly, Public Announcement in Form A was issued on 09.08.2022 inviting claims from all the creditors. The last date of submission of claims was 19.08.2022.

3. The total claims from secured financial creditors amounting to Rs. 1,62,91,76,384/- have been admitted in entirety and there in no claim from any operational creditors. Subsequently, on 28.08.2022, the Committee of Creditors (‘CoC’) was constituted on basis of collation of all claims received against the Corporate Debtor. The finalized list of CoC members, along with their admitted claim amounts and respective voting shares, is set out below:

S. No. Financial Creditors Count Principal Amount
Interest Amount for the Purpose of Voting Share Calculation Total Amount
Voting Share (In Percentage) 1 Pridhvi Asset Reconstruction and Securitisation Company Limited 1 36,97,00,000 125,94,76,384 162,92,91,76,384 100

Total

36,97,00,000 125,94,76,384 1,62,92,91,76,384 100

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4. The Applicant states that, on 03.09.2022, the 1st meeting of the COC was held wherein the COC decided to appoint the Applicant as the Resolution Professional (‘RP’) of the Corporate Debtor. Subsequently, the Applicant was appointed as the RP of the Corporate Debtor vide order dated 06.01.2023 passed by this Tribunal.

5. In 2nd CoC meeting held on 01.10.2022, pursuant to approval sought for the Request for Resolution Plan and Evaluation Matrix, ratify quotations towards expenses for valuers appointed as well as publication for expression of interest in Form G to the CoC. The CoC granted approval in respect of all the said matters with a 100% vote in favour.

6. The Applicant issued Form G inviting Expression of Interest (‘EOI’) on 04.10.2022 under Regulation 36A of the CIRP Regulations, with 19.10.2022 as the last date. As no EOIs were received, the timeline was extended till 18.11.2022 and a second Form G was issued on 03.11.2022. Thereafter, with 100% approval of the CoC at the 4th CoC meeting dated 07.11.2022, the Earnest Money Deposit (‘EMD’) was reduced to Rs. 5 Lakhs and the Performance Bank Guarantee was fixed at 20% of the Resolution Plan amount or Rs. 2 Crores, whichever is higher. Additionally, CoC decided to accept and retain higher Earnest Money Deposit and / or upfront payment by any resolution applicant as per the initial EOI.

7. Thereafter, EOIs were received from 5 Prospective Resolution Applicants (PRAs) but, no resolution plan was submitted by 02.01.2023. In 5th CoC meeting on 11.01.2023, the Applicant informed the CoC that 2 PRAs namely, Melker TTI Biofuels Limited and Anil Khandelwal, had made requests for relaxation of the terms. The Applicant sought COC's approval for CIRP extension, third Form G issuance, reduction of Performance Bank

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Guarantee to Rs. 50 Lakhs, and extension of the plan submission deadline from 02.01.2023 till 12.02.2023, all of which were approved by the CoC with 100% votes.

8. In the 6th CoC meeting held on 17.02.2023, the CoC considered liquidation due to non-receipt of any Resolution Plan and decided to put it to vote. Accordingly, in the 7th CoC meeting dated 10.04.2023, the CoC approved liquidation, following which the Applicant filed a liquidation application (I.A. No. 1821 of 2023) on 26.04.2023. However, during the hearing on 22.06.2023, the Tribunal noticed the application for publication of revised form G was listed for hearing, upon considering the said application, the Tribunal directed that efforts be made to find a Resolution Applicant and permitted issuance of a revised Form G, pursuant to which the liquidation application was withdrawn.

9. The Applicant published the revised Form G on 05.07.2023 in Financial Express and Navakal wherein the last date for submission of resolution plans was 03.09.2023. Subsequent to the publication, two PRAs namely Arainfra Projects Pvt. Ltd. and Astral Agro Ventures submitted EOIs to the Applicant.

10. It is stated that during the 11th CoC meeting held on 20.09.2023, the resolution plan submitted by Arainfra Projects Pvt. Ltd. on 04.09.2023 was presented and subsequently put to vote in 12th CoC meeting held on 21.09.2023 and the Resolution plan was approved by the CoC with a 100% vote in favour at the 12th CoC meeting. The voting results on the Resolution Plan submitted by M/s. Arainfra Projects Private Limited are as follows:

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11. The Applicant submits that the approved Resolution plan is compliant with the Code read with CIRP Regulations. The applicant submits a compliance certificate in Form H dated 18.10.2023, later revised on 12.01.2026.

12. The Applicant submits that the Successful Resolution Applicant (‘SRA’), namely M/s. Arainfra Projects Private Limited, is not barred by section 29A of the Code from presenting a Resolution Plan for the Corporate Debtor as per the Affidavit dated 04.09.2023 under Section 29 A of the Code and Mr. Devrajan Raman, vide his report dated 20.09.2023, provided report regarding the eligibility of the SRA under Section 29A of the Code.

13. The Applicant states that there are no preferential and other transactions found. The entire business operations of the Corporate Debtor have been shut down since before 30.05.2017 when the factory premises of the Corporate Debtor were taken over by the Sole Financial Creditor.

14. The matter had come up for consideration on 26.05.2025, where the following order was passed:

“IA(PLAN)/9/2024- This IA has been filed by the RP seeking approval of the Resolution Plan under Section 30 of the IBC. Heard the Ld. Counsel for the RP at some length and the following observations are made: “

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i. Affidavit of SRA under Section 29A is not on record.
ii. The compliance report of Mr. Devrajan Raman in respect of the compliance under Section 29A of the SRA is not on record.
iii. The valuation Report done by the Valuers is not on record.
iv. Balance-Sheet of the Corporate Debtor though available till March 2021, has not been placed on record.
v. Copy of the approval/resolution passed by the CoC for conduct of the meeting for approval of the Resolution Plan by shortening the notice period for the meeting to 24 Hours is not on record.
vi. Copy of the Information Memorandum and the details in respect of the receipt of fund transfer by the RA of Rs. 50 lacs into the account of the Corporate Debtor at the time of submission of the Resolution Plan and of Rs. 4,45,00,000/- into the account of the Corporate Debtor after the approval of the Resolution Plan by the COC is not on record.

It is also noted that as per the submission of the Ld. Counsel, the factory/assets of the Corporate Debtor were taken over by the Financial Creditor in the year 2017 by invoking relevant provisions of SARFAESI. It is also submitted that the once factory was put in place, the production did not begin and the Corporate Debtor was declared as NPA by the Financial Creditor.
Under these facts, the expenses incurred while installing the Corporate Debtor and the concerned depreciation would accumulate into losses of the Corporate Debtor. However, the summary of valuation shown to us does not reflect the valuation of the losses done by the Valuer. Ld. Counsel for the RP undertakes to clarify the issue and to submit all the aforesaid details and documents by way of additional affidavit.

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Let the same be done within a period of two weeks. List the IA for further consideration on 01.07.2025.”

15. In compliance with the observations, the Applicant filed an Additional Affidavit dated 19.06.2025, enclosing, inter alia, the Affidavit dated 04.09.2023 filed by the SRA (M/s. Arainfra Projects Private Limited) under Section 29A of the Code, the compliance report of Mr. Devrajan Raman dated 20.09.2023 in respect of the compliance under Section 29A of the SRA, the Valuation Reports done by Mr Sanjay Mogal, Mr Shivaji Pingale, Mr Ashok Sonje and Mrs Shailaja Masnagi, the Balance Sheet of the Corporate Debtor up to 31.03.2021, the CoC approvals and voting results, the Information Memorandum, and proof of infusion of Rs. 50 lakhs by the Resolution Applicant, with the balance amount to be infused post approval of the Resolution Plan. It is further clarified that the project of the Corporate Debtor is still under construction and commercial production has not commenced due to pending machinery, infrastructure and regulatory approvals; accordingly, costs have been capitalised and depreciation has not been charged as per applicable Accounting Standards. Any loss or decrease in value stands duly reflected in the valuation report of the Registered Valuer, which is lower than the book value as per audited accounts as on 31.03.2021.

Valuation of the Corporate Debtor: 16. In accordance with Regulation 27 of the said IBBI (CIRP) Regulations, 2016, the Applicant had appointed registered valuers on 21.09.2022 for the purpose of determination of the Fair Value and Liquidation Value of the Corporate Debtor – i. Land and Buildings - Mr Sanjay Mogal and Mr Shivaji Pingale, and ii. Plant and Machinery - Mr Ashok Sonje and Mrs Shailaja Masnagi

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17. Further, the above-mentioned valuers have submitted their Valuation Reports to the Applicant/RP, which is given at Annexure – ‘D1’, ‘D2’, ‘D3’ and ‘D4’ to the Additional Affidavit dated 19.06.2025. The summary of valuation by the registered valuers are reproduced below:

Sr. No. Name of the Valuer
Fair Value Liquidation Value LAND 1 Sanjay Mogal 1,81,43,500 1,46,96,235 2 Shivaji Pingale 1,79,11,000 1,29,00,000

Average Value 18027250 1,37,98,117.5 PLANT AND MACHINERY 1 Ashok Sonje 6,88,25,000 6,19,42,000 2 Shailaja Masanagi 7,56,35,000 6,80,71,500

Average Value
7,22,30,000 6,50,06,750 Average Value for total Land, Plant and Machinery 9,02,57,250
7,88,04,867.5

18. The matter further had come up for consideration on 04.11.2025, where the following order was passed:

“IVN.P /79/2025: Heard both the Petitioner and the Respondent. It is submitted that the applicant EPFO has submitted a claim of Rs. 2,54,228/- with the delay of 539 days with the RP. Ld. Counsel for the RP submits that the SRA is willing to consider the claim filed by the EPFO, for which a provision will be made in the Resolution Plan. Hence, if allowed, meeting of CoC will be convened and after taking suitable decision an addendum to the plan would be submitted. In view of the above, this Intervention Application 79/2025 is allowed and disposed of.

IA/4465/2025: Heard, counsel for both the Applicant and Respondent. In view of the undertaking conveyed by the RP, we

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deem it appropriate to condone the delay of 539 days and the RP is allowed to admit the statutory dues of Rs. 2,54,228/- and also file the addendum to the Resolution Plan after the matter being duly considered by the CoC. This IA is also disposed of.”

19. The Applicant, through an Additional Affidavit dated 03.12.2025, addressed the Tribunal’s observations in IVN.P /79/2025 and IA/4465/2025 enclosed the Addendum to the Resolution Plan dated 27.11.2025, wherein the SRA agreed to pay the statutory dues (EPFO) of Rs. 2,54,228/- out of resolution plan amount on approval of resolution plan, the minutes of CoC meeting held on 01.12.2025 for approval of the addendum to the Resolution Plan and voting result for the COC meeting held on 01.12.2025.

20. Moreover, when the matter came up for consideration on 05.12.2025, the Tribunal passed the following order:

“IA(PLAN)/9/2024: This IA had come up for our consideration on 26.05.2025 and certain observations were made. In compliance thereof, the Applicant has filed an Additional Affidavit on 19.06.2025. However, we note that the following deficiencies still persist.
i. Net worth certificates duly certified by the Chartered Accountant of the Resolution Applicant is not on record. ii. In Form-H at Row-10 the Rupees have been mentioned in lacs which apparently looks to be an error and accordingly revised Form-H is to be placed on record.
iii. To a query, whether the Corporate Debtor had filed any Income Tax Return, no specific reply could be given, to be clarified.

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The aforesaid deficiencies/compliances are undertaken by the Applicant to be complied within one week. List this IA accordingly for further consideration on 15.12.2025.”

21. In compliance with the observations of this Tribunal, the Applicant filed an Additional Affidavit dated 12.01.2026, enclosing additional document on record i.e., Net worth certificates duly certified by the Chartered Accountant of the Resolution Applicant, the Revised Form – H dated 12.01.2026 with relevant corrections and the latest Income Tax Return of the Corporate Debtor.
    Brief Background of the Successful Resolution Applicant (SRA): Arainfra Projects Pvt. Ltd

22. M/s. Arainfra projects private limited is wholly owned subsidiary of Arahold enterprises private limited incorporated on 04.03.2021, under the Companies Act 2013 having CIN No. U45309MH2021PTC356325. The holding Company M/s Arahold Enterprises Pvt. Ltd. is promoted by Mr. Akhil Agarwal. Promoter is having a professional team who has expertise in the field of the acquisition of stressed assets and turnaround of the same and create the value for all the stake holders of the Organization. The company has started its operation during the financial year 2020-21.
    CIRP Cost:

23. The CIRP Costs Including amount already released by Financial Creditors shall be paid in full towards final payment of the insolvency resolution process costs payable in terms of Section 30(2)(a) of the Code and Regulation 38(1)(a) of the CIRP Regulations. (Page 20 of the Resolution Plan)

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24. The CIRP Costs shall be paid as per actual within 90 (Ninety) days from the Effective Date in accordance with Schedule 4 (Implementation Provisions) in priority to any other creditors of the Corporate Debtor. (Page 15 & 21 of the Resolution Plan)

25. The SRA acknowledges that the CIRP Costs may vary or increase between the date of submission of this Plan as per Information Memorandum to the NCLT under Section 30(6) of the Code and the date of the NCLT Order.
    (Page 21 of Resolution Plan)

Source of Funds: 26. This Resolution Plan proposes the infusion of Rs. 17,51,00,000/- into the Company by Arainfra Projects Private Limited towards payment of all the stakeholders. The said amount will be funded by equity/quasi equity/debt.

27. The SRA retains the right to arrange this funding from various sources including but not limited from other investors, group companies, business associates, friends and its relatives, Companies and/or its Directors, Banks and financial institutions, etc. or to alter the funding mix and capital structure. (Page 13 of the Resolution Plan)

Earnest Money Deposit (EMD):
28. Earnest Money of Rs. 50,00,000/- (Rupees Fifty Lakhs Only) has been deposited by the SRA on 04.09.2023 while submitting the Resolution Plan.

Performance Bank Guarantee:
29. As per the RFRP, the SRA was required to furnish a Performance Guarantee equal to 20% of the Resolution Plan amount, subject to a

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minimum of Rs. 5 Crores, within 10 days of CoC approval, in the manner decided by the CoC. Further, as per the Addendum to the Letter of Intent dated 03.10.2023, the SRA was required to furnish the Performance Guarantee by 12.10.2023.

30. The SRA sought extension vide email dated 11.10.2023 and remitted Rs. 1.50 Crores in total towards the Performance Guarantee. Accordingly, the CoC, in its 13th meeting, granted an extension for furnishing the balance amount of Rs. 3.5 Crores up to 27.10.2023.

31. In the revised Form H dated 12.01.2026, filed along with the Additional Affidavit dated 12.01.2026, it is recorded that an amount of Rs. 5 Crores has been received.

The amounts provided for the stakeholders under the Resolution Plan is as under (mentioned in FORM H dated 12.01.2026):

Sr. No . Category of Stakeholders Sub- Category of Stakeholders Amount claimed Amount Admitted Amount Provided under the Plan Amount Provided to the Amount Claimed (%) 1. Secured Financial Creditors (a) Creditors not having a right to vote under Section 21(2) Not Applicabl e Not Applicable Not Applicable Not Applicabl e (b) Other than (a) above:

(i) who did not vote in favour of the resolution Plan (ii) who voted in favour of the

1,62,91,7 6,384

1,62,91,76, 384

17,48,45,77 2

10.73%

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resolution plan Total [(a) +(b)] 1,62,91,7 6,384 1,62,91,76, 384 17,48,45,77 2 10.73% 2. Unsecured Financial Creditors (a) Creditors not having a right to vote under Section 21(2) Not Applicabl e Not Applicable Not Applicable Not Applicabl e (b) Other than (a) above:

(i) who did not vote in favour of the resolution Plan (ii) who voted in favour of the resolution plan Not Applicabl e Not Applicable Not Applicable Not Applicabl e Total [(a) +(b)] Not Applicabl e Not Applicable Not Applicable Not Applicabl e 3. Operational Creditor (a) Related Party of the Corporate Debtor Not Applicabl e Not Applicable Not Applicable Not Applicabl e (b) Other than (a) above:

(i) Government (ii) Workmen (iii) Employee (iv) Other than Operational Creditor

2,54,228

2,54,228

2,54,228

100%

Total [(a) +(b)] 2,54,228 2,54,228

2,54,228

100% 4. Other debts and dues

Not Applicabl e Not Applicable Not Applicable Not Applicabl e Grand Total

1,62,94,3 0,612 1,62,94,30, 612 17,51,00,00 0 10.74%

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Supervision of the Resolution Plan from the NCLT Approval Date: 32. The Monitoring Committee shall supervise the implementation of the Plan until the Closing Date.

33. The Composition of the Monitoring Committee is described as follows: a. one representative of the Resolution Applicant,
    b. one representative of the CoC and

34. The Insolvency Professional/Resolution Professional shall be paid the Insolvency Professional Costs as agreed with SRA in consideration of fulfilling his obligations as Chairman of the Monitoring Committee. (Page 16 of the Resolution Plan) Management and Control of the Business of the Corporate Debtor upon Implementation of Resolution Plan:

35. Mr. Vakati Balasubramanyam Reddy, the Resolution Professional, shall act as the Chairman of the Monitoring Committee to supervise the implementation of the Resolution Plan from the date of its approval by the Tribunal until the Closing Date, in accordance with the Plan.

36. The Successful Resolution Applicant, namely M/s. Arainfra Projects Private Limited) shall take over management and control of the Corporate Debtor on and from the Effective Date and the Board of Directors shall be constituted on the Effective Date with nominees of the Resolution Applicant.

37. On and from the Closing Date, (i) the SRA and its nominees shall be the sole shareholders of the Corporate Debtor, (ii) the Corporate Debtor shall be operated and managed by suitably qualified professionals appointed by

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the Board of Directors, and (iii) the Monitoring Committee and the Insolvency Professional shall cease to exist.

38. The Successful Resolution Applicant, on and from the effective date, shall assume responsibility for supervising and controlling any and all surviving litigations, and proceedings before any judicial or Governmental Authorities, to which the Corporate Debtor is a party, including, to the extent permissible by law, any applications filed by the Resolution Professional under Sections 43 to Section 51 of the Code.
    Treatment of Shares:

39. As per the Ministry of Corporate Affairs (MCA) records available as on date, present paid up capital of the company is Rs. 12,72,90,800/- comprising of 1,27,29,080 Equity Shares (ES) of Rs 10/- each.

40. The interests of existing shareholders have been altered by the Resolution plan as under (as per revised FORM H dated 12.01.2026):

Sl. No Category of Shareholder No. of Share held before CIRP No. of Shares held after the CIRP Voting Share (%) held before CIRP Voting Share (%) held after CIRP 1 Equity 1,27,29,080 0 100 0 2 Preference 0 0 0 0

41. On the approval of Resolution Plan 1,27,29,080 Equity Shares of Rs 10/- each aggregating to Rs. 12,72,90,800/- held by the shareholders stand Cancelled/(Extinguished) as Liquidation Value payable to the Existing Shareholders of the Company is presumed to be NIL as the amount offered under this resolution plan is not even sufficient to completely pay of the dues of the financial creditors. (Pg. 22 of the Resolution Plan)

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Issuance of Equity Shares: 42. The new equity shares will be issued and allotted to the Successful Resolution Applicant and/or its Nominee. (Pg. 9 of the Resolution Plan) Compliance Certificate in Form – H: 43. Pursuant to Regulation 39(4) of the IBBI (CIRP) Regulations, 2016, the Applicant (Resolution Professional) had submitted a revised Compliance Certificate in Form H dated 12.01.2026 which is annexed to the Additional Affidavit dated 12.01.2026.

44. Compliance of mandatory requirements under the Insolvency and Bankruptcy Code, 2016:

Section of the Code/Regulation No.
Requirement with respect to Resolution Plan Clause of Resolution Plan Compliance 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 CD? 4 Yes Section 29A Whether the Resolution Applicant is eligible to submit resolution plan as per final list of Resolution Professional or Order, if any, of the Adjudicating Authority? 6.4 Yes Section 30(1) Whether the Resolution Applicant has submitted an affidavit stating that it is eligible? 6.4 Yes

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Section 30(2) Whether the Resolution Plan –
(a) provides for the payment of insolvency resolution process costs?

(b) provides for the payment to the operational creditors?

(c) provides for the payment to the financial creditors who did not vote in favour of the resolution plan?

(d) Provide for the management of the affairs of the Corporate Debtor?

(e) Provides for the implementation and supervision of the Resolution Plan?

(f) Contravenes any of the Provisions of the Law for the time being in force? Part II Yes Section 30(4) Whether the Resolution Plan:

(a) is feasible and viable, according to the CoC?
(b) has been approved by the CoC with 66% voting share? Yes Yes

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

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

Section of the Code/Regul ation No.
Requirement with respect to Resolution Plan Clause of Resolution Plan Compliance Regulation 38 (1) Whether the amount due to operational creditors under the resolution Plan has been given priority in payment over financial creditors? Not Applicable Not Applicable Regulation 38 (1A) whether the resolution plan includes a statement as to how it has dealt with the interests of all stakeholders? 9 Yes Regulation 38(1B) (i) Whether the Resolution Applicant or any of its related parties has failed to implement or contributed to the failure of implementation of any resolution plan approved under the Code. (ii) If so, whether the Resolution Applicant has submitted the statement giving details of such non- implementation? Not Applicable

No

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Regulation 38(2) Whether the Resolution Plan provides:
(a) the term of the plan and its implementation schedule?
(b) for the management and control of the business of the corporate debtor during its term?
(c) adequate means for supervising its implementation? 8

Yes 38(3) Whether the resolution plan demonstrates that – (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 timeline for the same?
(e) the resolution applicant has the capability to implement the resolution plan 3.2

Yes 39(2) Whether the RP has filed applications in respect of transactions observed, found or determined by him? Not Applicable

No
Regulation 39(4) Provide details of performance security received, as referred to in sub- regulation (4A) of regulation 36B.] Rs. 5 Crore received till date Yes

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

Section/ Regulat ion No. Description of Activity Latest Timelin e Dates according to Actual Date

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under Regulati on 40A Regulation 40A Section 16(1) Commencement of CIRP and Appointment of IRP T 05.08.2022 05.08.2022 Regulati on 6(1) Publication of Public Announcement T+3 08.08.2022 09.08.2022 Section 15(1)(c) / Regulati on 12(1) Submission of Claims T+14 19.08.2022 19.08.2022 Regulati on 13(1) Verification of Claims T+21 26.08.2022 26.08.2022 Section 26(6A) / Regulati on 15 Application for Appointment of Authorised Representative, if necessary T+23 28.08.2022 Not Applicable Regulati on 17(1) Filing of Report certifying Constitution of CoC T+23 28.08.2023 28.08.2023 Section 22(1) and Regulati on 17(2) First Meeting of CoC T+30 04.09.2022 03.09.2022 Regulati on 35A Determination of fraudulent and other transactions T+115 28.11.2022 Not Applicable Regulati on 27 Appointment of two registered Valuers T+47 21.09.2022 21.09.2022

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Regulati on 36 (1) Submission of Information Memorandum to CoC T+54 28.09.2022 28.09.2022 Regulati on 36 A Invitation of EOI T+75 19.10.2022

1. 04.10.2022
2. 03.11.2022
3. 05.07.2023 Publication of Form G T+75 19.10.2022
4. 04.10.2022
5. 03.11.2022
6. 05.07.2023 Provisional List of Resolution Applicant T+100

13.11.2022 13.11.2022 Final List of Resolution Applicants T+115 28.11.2022 28.11.2022 Regulati on 36B Issue of Request for Resolution Plan, which includes Evaluation Matrix and Information Memorandum to Resolution Applicant T+105 18.11.2022 18.11.2022 Section 30(6)/ Regulati on 39(4) Submission of CoC approved Resolution Plan T+165 17.01.2023 19.10.2023 Section 31(1)
Approval of Resolution Plan T=180 01.02.2023

On perusal of Form-H dated 12.01.2026, 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 IBBI Regulations, 2016. M/s. Arainfra Projects Private Limited, SRA has submitted an Affidavit dated 04.09.2023, annexed as Annexure ‘C’ to the Additional Affidavit dated 19.06.2025 stating that Successful Resolution Applicant nor any other person

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who is a connected person (as defined under the IBC) are ineligible under Section 29 A of the Code read with Regulation 36A (7)(c) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. The Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law.

47. The Applicant identifies that there are no avoidance transaction applications pending before this Tribunal.

48. 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.

49. 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

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needs to be approved. Accordingly, the Resolution Plan is approved with the following directions:

i. The Resolution Plan submitted by M/s. Arainfra Projects Private Limited 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.

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

vi. The aspect of reliefs and concessions are dealt herein under: a. In respect of reliefs and concessions, during the hearing on 18.11.2025, the Resolution Applicant stated that resolution plan is not conditional upon grant of any relief and concession. The relief and concession may be limited to the extent of the judgement of Hon’ble Supreme Court of India in the case of Ghanshyam Mishra & Sons (P) Ltd. vs. Edelweiss Asset Reconstruction Co. Limited (2021) 9 SCC 657 and in terms of provisions of Section 31(1) and 32A of the Code.

b. 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.

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c. 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.

d. 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.

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

f. 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

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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.

g. 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. As per the submission of the Applicant/Resolution Professional, no avoidance transaction applications are presently pending before this Tribunal. However, in the event any avoidance transactions are identified then any amount out of the action taken against other persons for Preferential/ Fraudulent Transactions u/s. 45, 46 & 48 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 Unsecured 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.

50. Accordingly, the Resolution Plan submitted by M/s. Arainfra Projects Private Limited is hereby approved, and IA(PLAN) NO. 9 of 2024 is allowed and disposed off.

     Sd/- 
    

    Sd/- Charanjeet Singh Gulati

Mohan Prasad Tiwari Member (Technical)

Member (Judicial) /Saumya – LRA/