IN FORCE undated

04th November, 2025 Approval of Resolution Plan - ARSS Infrastructure Projects Limited [IA (IB) No. 283/CB/2023 in CP (IB) No. 34/CB/2021] (6.82 MB)

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IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH TA (IB) No. 283/CB/2023 IN CP (IB) No. 34/CB/2021 (An Application filed under Section 30(6) read with section 31(1) of the Insolvency and Bankruptcy Code, 2016 read with Regulation 39/4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016) In the matter of: STATE BANK OF INDIA Financial Creditor Vs ARSS INFRASTRUCTURES PROJECTS LIMITED ... Corporate Debtor And In the matter of: UDAY NARAYAN MITRA RESOLUTION PROFESSIONAL OF ARSS INFRASTRUCTURES PROJECTS LIMITED Having Registered office address at: 72/1, Dawnagazi Road, Bally, Howrah - 711201, West Bengal. .++:+-Applicant/Resolution Professional Coram: DEEP CHANDRA JOSHI, MEMBER (JUDICIAL) BANWARI LAL MEENA, MEMBER (TECHNICAL) APPEARANCE: For Applicant: Joy SaHA, Senior Advocate SAHASRANSHU SouRAV, Advocate Sa > Sd

NCLT, Cuttack Bench IA(IB) No.283/CB/2023 in CP(IB) No. 34/CB/2021 TABLE OF CONTENTS SUMMARY OF CORPORATE INSOLVENCY RESOLUTION PROCESS: COMMENCEMENT OF CIRP AND APPOINTMENT OF RI COLLATION OF CLAIMS AND CONSTITUTION OF Cot INCLUSION OF CLAIM OF DEVIKA PROPERTIES PRIVATE LIMIT! APPOINTMENT OF TWO VALUERS AND TRANSACTION AUDITOR: INCLUSION OF CLAIMS OF 3 OPERATIONAL CREDITORS: ADMISSION OF CLAIM OF EDELWEISS ARC AND APPROVAL OF DRAFT Form-G, EM ann IM By CoC:. EXTENSION OF CIRP BY 90 DAYS UP TO 27.08.2022: PUBLICATION OF FoRM-G; PUBLICATION OF PRA List: RECEIPT OF VALUATION REPORTS AND PLAN FROM TH 10 Valuation of the assets of CD as per the two registered 5 6 6 7 7 8 valuers: न weld

Appointment of 3rd Valuer for Land & Building and Valuation Details: 12 Average Fair Value and Average Liquidation Value of CD:. 13 © ADMISSION OF CLAIMS OF 2 OPERATIONAL CREDITORS & 1 FINANCIAL CLAIM OF ICICI BANK PRIVATE LIMITED AND RECONSTITUTION OF COC: 14 @ REPORT OF TRANSACTION AUDITOR: 14 EXTENSION OF CIRP Ry 60 pays UPTO 26.10.202: 16 @ EXTENSION OF CIRP BY 30 00५8 UP TO 25.11.2022: 16 @ EXCLUSION OF 45 DAYS AND CIRP EXTENDED UP TO 08.01.202: 17 VOTING ON PLAN BY COC (1# COC PLAN VorTiNt 17 @ ADMISSION OF CLAIM OF SREI INFRASTRUCTURE PRIVATE LIMITED (SIFL) AND RECONSTITUTION OF CoC: 18 @ = REJECTION OF PLAN BY NCLT, CUTTACK AND ORDER OF LIQUIDATION: 18 @ STAY ON THE ORDER OF LIQUIDATION BY HON’BLE NCLAT:

19 e@ REMISSION OF RESOLUTION PLAN BY HON’BLE NCLAT To CoC FoR CONSIDERATION OF THE ADDENDUM TO THE RESOLUTION PLAN: 19 © CONDONATION AND ADMISSION OF BELATED CLAIM OF Dy, COMMISSIONER, C.'T. & GST, DHENKANAI 20 © FILING OF IA(IB) No. 283/CB/2023 SEEKING APPROVAL OF PLAN ALONG WITH ADDENDUN%.... © DE-RESERVING IA(IB) No. 283/CB/2023 FOR CLARIFICATIO! ¢ ASSIGNMENT OF PNB’s 89710 CFM Asset RECONSTRUCTION PRIVATE LimIreD: मु 22 ° As MENT OF EpeLweiss ARC’s Dest To CFM AssET RECONSTRUCTION PRIVATE LIMITE! 22 e@ ASSIGNMENT OF SIFL’s AND SEFL’s Dest TO CFM ASSET RECONSTRUCTION PRIVATE LIMITED: sa Page 2 of 96

NCLT, Cuttack Bench in CP(IB) No. 34/08/2021 e@ ADMISSION OF CLAIM OF SEFL AND RECONSTITUTION OF 000: 23 @ MODIFICATION OF PLAN BY SRA AND RECONSIDERATION BY THE ReEconstiTuTED CoC e = SupBMi ON OF REVI: PLAN ON 22.11.2024 By SRA; ASSIGNMENT OF SBI’s Dest TO CFM ASSET RECONSTRUCTION PRIVATE. LIMITED AND VOTING ON THE MODIFIED RESOLUTION PLAN BETWEEN 25.01.2025 & 08.02.202: FINAL LIST OF CREDITORS AS ON THE 350 CoC MEETING:

~=VoTE SHARE OF COC MEMBERS AND E-VOTING RESULT AS DECLARED ON 08.02.2025: SALIENT FEATURES OF THE PROPOSALS MADE IN PLAN: .. © SUMMARY OF FINANCIAL PROPOSAL:

Financial Proposal for Claims of Creditor: Allotment Equities to Assenting Equity Financial Creditors:

Financial Proposal for Revival of the Corporate Debte

Payment of CIRP Cost: Financial proposal for Assenting Secured Financial Creditors: ...........०००००५५+« 35 Financial proposal for Dissenting Secured Financial Creditors: 36 Guarantee and Security Provided by Third Party: Financial Proposal for continuing the Bank Guarantees provided by ICICI Bank Private Ltd: .. ..37 3 Payment proposal for Operational Creditors- Suppliers of Goods and Services: . Payment proposal for Operational Creditors

Govt. Dues/Regulatory Due: Payment proposal for Operational Creditors- Workmen and Employees:

Payment proposal for Contingent Liabil ve ies: ¢ FRAMEWORK OF IMPLEMENTATION OF THE FINANCIAL PROPOSAL: .. 39 Acquisition and Restructurisation Proposal of the Corporate Debtor Proposed in the 1१81 39 Suspension of Share Trading: Cancelling the Shares of the Existing Promoters to NIL: Infusion of Upfront- Amount in consideration of Equity: Conversion of Unsustainable Debt to Equity: Proposed Shareholding Pattern post implementation of the plan Sa — Sd Page 3 of 96

NCLT, Cuttack Bench in

Waivers sought with respect to the proposed Capital Restructuring: Proposal of Future Merger: @ SOURCE oF FuNDs: © EFFECT OF APPROVAL OF THE PLAN ON CLAIM! Treatment of Financial Creditors on matters that are Sub Judice ...... 143 Treatment of Sub-Judice claims of Operal Treatment of the liabilities of the FCs: Treatment of Contingent Liabilit Dues of Creditors during CIRP Treatment of Liabilities of Operational Creditor: Treatment of Corporate Guarantee and like Instrument issued by the Corporate Debtor: 51 Treatment of workmen/Employees dues Other liabilities as per IM. Related Party Transactions . All other Liabilitie: ‘Treatment of debts barred by limitation: Litigation: .... bbbuue

MONITORING, SUPERVISION, AND IMPLEMENTATION OF THE PLAN:.. 54 PROPOSED IMPLEMENTATION SCHEDULE: ASSESSMENT AND OBSERVATIONS: © SCOPE OF ASSESSMENT OF THIS ADJUDICATING AUTHORITY: © COMPLIANCE OF SECTION 30(1) AND 30(2) oF THE 0008: a. Section 30(1 ७. Section 30(2)(a c. Section 30(2)(b) read with Regulation 38(1)(a) and 38(1)(b) Section 30(2)(c) read with Regulation 38(2)(b): Section 30(2)(d) read with Regulation 38(2)(c). ere * RELIEFS, WAIVERS AND CONCESSIONS SOUGHT IN THE PLAN: SUB-JUDICE APPLICATIONS BEFORE THIS ADJUDICATING AUTHORITY FILED BY OR AGAINST THE CORPORATE DEBTOR: 87 FINAL ORDER: oy aan Page 4 of 96

NCLT, Cuttack Bench in CP{IB) No. 34/08/2021 ORDER 1. The present application i.e. LA(IB) 283/CB/2023 has been filed by Uday Narayan Mitra , the Resolution Professional (‘Applicant/RP’) of ARSS Infrastructure Projects Limited the Corporate Debtor (“CD”) on 18.09.2023 under the provisions of Section 30(6) of the Insolvency & Bankruptcy Code, 2016 (“Phe Code/IBC”) read with Regulation 39(4) of the IBBI (Insolvency Resolution Process Regulations, 2016 (“CIRP Regulations”) for approval of the Resolution Plan u/s 31(1) of the code submitted by Ocean Capital Market Limited, Successful Resolution Applicant (“hereinafter SRA”) and approved by the Committee of Creditors u/s 30(4) for Corporate Persons) 2. Ld. Senior Advocate Joy Saha appeared along with Sahasrahsu Sourav, Ld. Counsel of the Applicant. 3. We have heard the Ld. Senior counsel and the counsel on record and have perused the contents of the plan and documents brought on record. Before we assess the requisite compliances of the plan with the applicable laws to make it binding as per the code, it is imperative to skim through the whole corporate insolvency process of the corporate debtor commencing from the insolvency commencement date till the filing of the present application, SUMMARY OF CORPORATE INSOLVENCY RESOLUTION PROCESS: 4. The Corporate Debtor was incorporated on 17.05.2000 having its registered office at Plot No.38, Sector A, Zone D, Mancheswar Industrial Estate, Bhubaneswar. The authorized capital is Rs. 55,00,00,000/- (Rupees Fifty-Five Crores) and Paid-Up capital is Rs.22,73,79,660/- /- (Rupees Fifty-Five Crores). It is involved in infrastructure construction including highways, buildings, and ar el Page 5 of 96 railways,

NCLT, Cuttack Bench in CP{IB) No. 34/08/2021 5. State Bank of India, (“Financial Creditor”) filed a petition ic, CP (IB) NO. 34/CB/2021 under section 7 of The Code r/w rule 4 of Insolvency and Bankruptcy (Application to Adjudicating Authority) Rules, 2016 for secking initiation of CIRP against CD and this adjudi Resolution Process ("CIRP") vide order dated 30.11.2021 (hereinafter “Insolvency Commencement Date/ICT’) and accordingly the ing authority admitted CD into Corporate Insolvency Applicant was appointed as Interim Resolution Professional (“IRP’) in terms of Section 16 of the code. The applicant was confirmed as RP in the 3" meeting of the COC held on 09.02.2022 with 100% vote share. INVITATION OF CLAIMS BY PUBLICATION OF FORM-A: 6. The applicant after being appointed as IRP issued a public announcement in Form-A in terms of Regulation 6(1) of the CIRP Regulations, 2016 intimating the public about the commencement of CIRP against the CD and inviting the creditors to submit their claims. The announcement in Form-A was published on 04.12.2021 in two newspapers ie. Business Standard (English) and Pratidin (Odia) specifying the last date for submission of claims as 16.12.2021, * COLLATION OF CLAIMS AND CONSTITUTION OF CoC: 7. The applicant, in terms of Section 18(b) read with Regulation 13(1) of CIRP Regulations, 2016, verified the claims of the creditors based on the documents and information submitted by creditors and alter verifying the same prepared the list of creditors. List of creditors, whose claims were received within the stipulated timeline, was filed before this Adjudicating Authority in compliance of Regulation 13(2)(d) of CIRP Regulation, 2016 and the applicant in term of Regulation 17(1) of CIRP Regulation, 2016 constituted Committee of Creditors (“CoC”) and filed its report certifying the constitution of COC vide report Sa

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NCLT, Cuttack Bench in CPUIB) No. 34/08/2021 dated 26.12.2021 and the same was taken on record. It is pertinent to mention that the change List of Creditors and change in CoC was duly informed by the applicant time to time to the Adjudicating Authority e INCLUSION OF CLAIM OF DEVIKA PROPERTIES PRIVATE LIMITED: 8. The applicant convened the 1५० CoC meeting on 03.01.2022 wherein it brought on record the list of admitted claims for the perusal of the CoC. In the 204 CoC meeting convened on 31.01.2022 the CoC was informed regarding the admission of a claim in full of an Operational Creditor i.e. Devika Properties Private Limited to the tune of Rs.10,25,000/- and informed that the claim of SREI Equipment Finance Limited as a secured Financial Creditor was rejected by the applicant as the same was not reflected in the books of accounts of the CD. 9. The applicant convened the 3०5 CoC meeting on 09.02.2022 wherein, as stated above, the IRP was confirmed as RP and the same was communicated to the Adjudicating Authority as required Section 22(3)(a) of the Code on 22.04.2022 by filing the minutes of the 3" CoC meeting which reflects the applicant was confirmed as RP with 100% Votes. * APPOINTMENT OF TWO VALUERS AND TRANSACTION AUDITOR: 10. In terms of Regulation 27 of the CIRP Regulations, 2016 the applicant appointed Two Registered valuers i.c. (i) Resolute Valuers and Consultants and consultants having registration id- IBBI/RV- £/01/2019/111 and (ii) RSBA Valuation Advisors LLP, having registration id- IBBI/RV-E/05/2019/110 who were selected by the CoC in the 3४ CoC meeting to carry out the valuation of the assets of the CD. The applicant upon the approval of the CoC in the same meeting also appointed One Transaction Auditor 1.०. Mazars to carry Sa 7 &d Page 7 of 96

NCLT, Cuttack Bench IA{IB) No.283/CB/2023 in गा] No. 34/CB/2021 out Forensic Audit and report transactions violative of section 43,45,50 and 66 of the Code. INCLUSION OF CLAIMS OF 3 OPERATIONAL CREDITORS: 11. The 4७ CoC meeting was convened on 07.03.2022 wherein the applicant informed the CoC that claims of 3 (Three) Operational Creditors 1.९. (i) Sharma Roadlines, (ii) A.R. Khan and Sons and (iii) Sales Ti admitted and the list of claims has been revised. ‘ax Officer, Royapettah Assessment Circle, Tamil Nadu has been © ADMISSION OF CLAIM oF EDELWEISS ARC AND APPROVAL OF DRAFT Form-G, EM anp IM py CoC: 12. The CoC approved the draft Form-G and chose two widely circulated newspapers 1.९. Business Standard (All India Edition in English) and Oriya Bhaskar (Odia) to publish the same. In the 5७ COC meeting held on 29.03.2022 upon the proposal of State Bank of India the Eol process documents, Evaluation Matrix (“EM”) and Form-G was amended and the same was approved by COC. The CoC also approved the Request for Resolution Plan (“RFRP”). Further it was decided that the Form-G will also be published in a Hindi Daily and for which, Dainik Bhaskar (North India Edition) was selected by the CoC. In the 5% meeting the applicant reconstituted the CoC after admitting the claim to the tune of RS. 4,19,50,79,968/- of Edelweiss ARC {assignee of EXIM Bank Ltd). The applicant informed the CoC that, in compliance of Regulation 36 of the CIRP Regulation, 2016 read with Section 25 (2)(g) of the Code and Section 29, he has prepared Information Memorandum (“IM”) based on the information available but the same will be circulated to members of COC only upon signing a confidentiality agreement. The CoC also resolved that the IM and EM will be circulated with the PRAs within 5 days from the issuance of the Provisional list of PRAs. Sd Page 8 of 96

NCLT, Cuttack Bench TA(IB) No.283/CB/2023 in * Extension or CIRP 8४ 90 pays up To 27.08.2022: The CoC with 71.90% vote also resolved to seek an extension of 90 days from the Adjudicating Authority as the CIRP period was due to expire on 29.05.2022. The applicant filed LA(IB) No. 103/CB/2022 secking extension and the same was allowed by this Adjudicating Authority, extending the CIRP Period to 27.08.2022 vide order dated 10.05.2022. © PUBLICATION OF FoRM-G: 13. The applicant in compliance with Regulation 36A (1) of CIRP Regulations published Form-G on 13.04.2022 in newspaper namely Business Standard (All India Edition in English), Oriya Bhaskar (Oia) and Dainik Bhaskar (North India Edition) (Hindi) respectively for Expression of Interest (“EOI’) wherein the last date to receive EOI from interested Prospective Resolution Applicant (PRA) was 28.04.2022 and to issue Provisional List of PRAs and Final List of PRAs was 13.05.2022 and 23.05.2022 respectively. The last date to submit a resolution plan was 12.06.2022. @ PUBLICATION OF PRA 1191: 14. The applicant convened the 68 CoC Meeting on 23.05.2022 wherein it was informed that 8 (Eight) Eols have been received and ordingly in accordance with Regulation 36A (10) of CIRP the provisional PRA list has been issued on 08.05.2022 and the PRAs has been issued the IM and EM on 13.05.2022 the Final PRA list was issued on 23.05.2022. ‘The Final PRA List is as follows: sl Name a No. 1. RKG Fund- 1 इेलालाह | है. 1725, Ground Floor, Paschim of RKG Trust Vihar, New Delhi-110063 Cx i Page 9 of 96 Sd

NCLT, Cuttack Bench in (Indian) Limited Dadar (West), Mumbai-400 028 ~~ | Ocean Capital Market|A/6 Commercial Estate, Civil limited ‘Township, Rourkela-769004, Odisha 4

4 Kundan Care Products | 8-23, Industrial Area, Bahadrabad, | Limited Haridwar-249402, Uttarakhand | | है | 5. | PNC Infratech Limited |NBCC Plaza, Tower 2, IV Floor, | Pushp Vihar, Sector-5, Saket, New | Delhi-110017 | 6. | Gaursons India Private | Office No.-F 101, First Floor, Plot | Limited No.2/3, Asish Commercial Complex, LSC, New Rajdhani Enclave, Delhi-110092 \7. + Kalyan Toll| 15/3, | Manoramaganj _ Indore- | Infrastructure Limited | 452001, Madhya Pradesh be ~~ | Jhajharia Nirman | WZ 688A, Shiv Nagar Extension, | Limited Jail Road, Janakipuri, New Delhi- | | 110058 RECEIPT OF VALUATION REPORTS AND PLAN FROM THE SRA: 15. The 7 CoC Meeting was held on 22.06.2022 in which the applicant appraised the CoC regarding the receipt of only one Resolution plan from the present SRA and the same was opened from a sealed envelope in the meeting, in the presence of a representative of SRA. The Valuation reports received from the two valuers were shared ‘ith the CoC Members who had signed the confidentiality agreement. Page 10 of 96

NCLT, Cuttack Bench in f CD as per the two registered छा. NAME oF VALUER Fair VALUE | Liguipatio No| (IBBI REGIsTRATION (iv INR) NVALUE Iv) (iv Crores) | (IN INR) | (Dare oF REPORT) (in CRORES) | ॥ ॥ 1... Resowure एकएछर8 & | Land& | 42.3619 | 35.7709 Consuutants Private | Building Limited na i.

8.81" Apvisors LLP Building (IBBI/RV- — जज AER जनम Plant & | 26.8098 6.08.2022) शा al Machinery Financial 194.47 | 122.4538 Assets

Revised from 14.28 Crores to 14.69 Crores vide addendum dated 16.08.2022 and reflected at Pg No. 290 of Application. “*Revised from 8.65 Crores to 8,81 Crores vide addendum dated 16.08.2022 and reflected at Pg No. 290 of Application.

7 Rs Page 11 of 96

NCLT, Cuttack Bench CP(IB) io5a/cayaoai

Appointment of 3rd Valuer for Land & Building and Valuation Details: 16, There was ‘significant’ difference’ in the liquidation value of “Land and Building’ in terms of explanation to clause (b) of Regulation 35(1) of CIRP regulations and hence a third valuer ie. Mr. Bibhu Bhusan Rath (IBBI/RV/11/2021/13883) was appointed to provide valuation of Land and Building of the CD. The valuation of the land parcels owned by the CD as valued by the 3rd Valuer is as follows: No. (INR) Value (INR) [ais Property at Tipampatti,| 22,74,000 19,40,000 | Tamil Nadu ja, | Property at] 21,00,000 14,70,000 Champajhara, Khurda, = | Property at Kharabhuian | 24,80,000 21,08,000 & Baisipada, Boudh, Odisha 4 t Broperiy at Chhatrama,| _72,30,000 61,40,000 — Khurda, Odisha

NCLT, Cuttack Bench in falue and Average Liquidation Value of CD:

Average

The average Fair value and average Liquidation value of ets and of the CD as per Regulation 35(1)(c) of CIRP Regulations is as follows: different category of as: (sl | Category = Fair

No. Value (In INR) | Liquidation Value (IN CRORES) (Rounded (In INR) off) (In CRORES) (Rounded a | ee.) | 1 | Land & Building 8.36 (20) Plant & 15.70 | Machinery | 3 =| 119.70 ; | Average Valuation =| 201.38* 143.76 | cD *As per Form-H the Fair Value of the CD has been stated to be Rs. 235.56 Crores 18. It is noted that the RP in Form-H as submitted has stated the Average Fair Value of the CD to be Rs. 235.56 Crores but upon our assessment the same is found to be incorrect and the Average fair . The Ld. Counsel for the value as indicated above is Rs 201.38 crore RP has acknowledged the error and has stated it to be inadvertent and a computation error; be that as it may the Fair Value is higher than than the liquidation value and the i correct computation did not have any detrimental impact on the resolution or maximisation of value of the corporate debtor. The RP is cautioned to be more careful and diligent while making submissions in Form-H which is a statutory document and the court relies on it with a ‘presumption of accuracy’ as it is filed by the RP who is an officer of the court. fa) a Page 13 of 96 —— अब

NCLT, Cuttack Bench in CP{IB) No. 34/08/2021 * ADMISSION OF CLAIMS OF 2 OPERATIONAL CREDITORS & 1 FINANCIAL Cam oF ICICI BANK PRIVATE LIMITED AND RECONSTITUTION OF ci 19, The 8 CoC Meeting was convened by the applicant on 29.06.2022, wherein the RP informed the CoC that three claims i.e. (i) ICICI Bank Limited, (ii) The Assistant Commissioner of GST and Central Excise, & (iii) Bhubaneswar-II Division and CT & GST Office, Bhul r-III has been admitted in light of the order of the Adjudicating Authority in IA(B) No, 154/CB/2022, IA(IB) No. 106/CB/2022 and IA(IB) No. 143/CB/2022. The CoC was also re- sion of ICICI Bank Limited. constituted with inc! In the same meeting the applicant also apprised the SRA that its plan was not in compliance with the amendment incorporated by the IBBI (Insolvency Resolution Process for Corporate Persons) (Second Amendment) Regulations,2022 and the SRA assured due compliance. ¢ REPORT OF TRANSACTION AUDITOR: 20. The 9७ CoC Meeting was held on 05.08.2022 wherein the CoC deliberated on the key features of the submitted resolution plan and concerns regarding the valuation report, The applicant also apprised the CoC regarding the report of the Transaction Auditor. As per the Transaction Audit, there were no extortionate or fraudulent transactions u/s 50 and 66 of IBC,2016 and the following transactions were found to be prohibited u/s 43, 45 and 49 of the Code: DETAILS OF TRANSACTION | =| NATURE OF ‘TRANSACTION | TRANSACTION | fo (INR) = aa Sd Page 14 of 96

NCLT, Cuttack Bench in हि free a ce | to related party North West Sales & Marketing. Campers) sold to related | Pary SCPL at blanket rate, i 3. | Fixed Asset valuing Rs. 6.08 | 1.50 Crores 7 Crores sold to KIPPL (having | SK Singla as a past common | न director) at a loss of Rs. 1.50 Crores Transactions u/s 43 of IBC | Rent not eon recovered in| 6,03 advance as per payment |terms for 5 crusher plants given to related party SCPL. allotted by RVNL directly received in sub contractor’s from RVNL Cash sales of Fixed Assets | 0.50 Lakhs (Tippers) valuing Rs,1.26 Crores at lower than realizable metal scrap value at a loss of Rs. 0.50 Lakhs Undervalued | Fixed Asset valuing Rs. 6.03 | 1.50 Crores | Transactions Crores sold to KIPPL (having u/s 45 of IBC SK Singla as a past common director) at a loss of Rs, 1.50 Crores. No value determination of 2 major crusher plants 8, | TDS Receivable of Rs.10.90 | 10.90 Cores | Crores written off as bad debts without any evidence Page 15 of 96

NCLT, Cuttack Bench in CP{IB) No. 34/CB/2021 es recovery efforts to justily the write off. a= 9. |Subsequent receipt of | 3.26 Crores defrauding Rs.3.26 Crores (out of the Creditors u/s 49 above 10.90 Crores) from of IBC TDS defaulting party Niraj Cement Structural Limited | was returned forfeiting TDS due amount of Rs. 2.70 Crores © EXTENSION oF CIRP By 60 DAYS UP TO 26.10.2022: 21. In the 9% Meeting the CoC with requii seek an extension of CIRP period by 60 days and the same was allowed by this Adjudicating Authority in IA(IB) 227/CB/2022 vide order dated 26.08.2022 and the CIRP period was extended up to 26.10.2022. e votes also resolved to CONDONATION OF DELAYED CLAIM 0०7 SEFL sy Hon’BLe NCLAT: 22. In the 10% CoC Meeting held on 19.09.2022fhe applicant informed the CoC regarding an order of Hon’ble NCLAT in relation to a claim filed by SREI Equipment Finance Limited (“SEFL") wherein Hon'ble NCLAT vide order date 30.08.2022 had set aside the claim rejection order dated 11.05.2022 of the Adjudicating Authority passed in IA (IB) No. 64/CB/2022 on the ground of Limitation, but the order did not clearly directed the applicant to admit the claim and hence it was resolved to seck clarification from Hon'ble NCLAT in regard to its order dated 30.08.2022.

ExTEnsion ०७ CIRP By 30 pays uP ro 25.11.2022: In the 11,12 and 13% Meetings of CoC convened on 29.09.2022 10.10.2022 and 16.11.2022 respectively the CoC deliberated on the contents of the plan and the addendum submitted by the SRA. In the 120 CoC meeting it was resolved that an extension of 30 days may be SA— Sd Page 16 of 96

NCLT, Cuttack Bench in CPUIB) No. 34/CB/2021 sought from the Adjudicating Authority on account of pending litigation before Hon’ble NCLAT and the same was allowed, with retrospective eflect from 27.10.2022, by the Adjudicating Authority vide order dated 14.11.2022 in IA (IB) No. 284/CB/2022 and the CIRP period was extended till 25.11.2022 * EXCLUSION oF 45 DAYS AND CIRP EXTENDED UP TO 08.01.2023: 23. In the 13७ CoC Meeting convened on 16.12.2022 ,the Plan submitted by the SRA was put to vote bul since the CIRP period was due to expire on 25.11.2022 and it was difficult for CoC to cast their vote within the small time window it was resolved to seek exclusion of 45 days from the CIRP period on account of time lost due to litigation and in pursuance of the same IA (IB) No.315/CB/2022 which was allowed vide order dated 22.11.2022 and in consequence the CIRP period got extended to 08.01.2023. * VorING on PLAN BY CoC [1७ CoC PLAN VoTiNG): 24. The 14 CoC mecting was convened on 25.11.2022 wherein the applicant informed the CoC that though the plan was put to vote since 17.11.2022 but the same was suspended on account of the fact that the SRA informed the applicant that it is willing to pay Rs.10 Crores on account of receivables from Arbitration Claims, Subsequently the plan was put to vote again with revised timeline as follows: a, Placing of Resolution plan with addendum: 28.11.2022 ७. Voting on Resolution plan will open on: 29.11.2022 }.2022 व, Submission of Resolution plan with 2 23.12.2022 6. Voting on Resolution plan will end on : 20.1 CoC voting Result. Page 17 of 96

NCLT, Cuttack Bench in © Admission of Claim of SREI Infrastructure Private Limited {SIFL) and Reconstitution of Co! 25. The 15% CoC meeting was held on 08.12.2025 wherein CoC voted and gave requisite approvals for smooth running of the corporate Debtor. The 16 CoC Meeting was convened by applicant on 28.12.2022, wherein the applicant informed the CoC that the Adjudicating Authority vide order dated 20.12.2022 in IA (IB) 83/08/2023 has admitted the claim of SREI Infrastructure Private Limited (SIFL) and in consequence the CoC has been reconstituted on 27.12.2022. The SRA in the meeting declined to enhance the proposed plan value but accepted to change the distribution pattern considering inclusion of new claim and the CoC allowed the same and directed the SRA to submit the updated distribution pattern by 29.12.2022. It was also resolved that the amended distribution pattern shall form part of the plan that was put to vote in the previous mecting and the voting deadline was extended from 31.12.2022 to 04.01.2023. (when was e- voting deadline was extended from 20.12.222 to 31.12.2022 is indeterminable from minutes, it might have been done through email communication between the CoC Members and the applicant), In the same meeting the CoC held discussions regarding the compliances required under Regulation 398, 390 and 39 D of the CIRP regulation and declined to make any consideration with respect to Regulation 39B and 39C and voted in favour of selling the CD as a going concern in case the resolution plan does not get requisite Approval. ¢ REJECTION OF PLAN BY NCLT, CUTTACK AND ORDER OF LIQUIDATION: 26. The 17% CoC meeting was convened by the applicant on 13.01.2023 where the progress of the CIRP was discussed and it was informed to the CoC that IA(IB) No. 29/CB/2023 had been filed before the Adjudicating Authority seeking approval of the plan which was Sa — Page 18 of 96

NCLT, Cuttack Bench in approved by the CoC by 76.67% votes. In the meanwhile, this Adjudicating Authority vide order dated 18.04.2023, rejected the ution plan and ordered for liqui based on the objections raised through IA(IB) No. 39/CB/2023, 1818) No. 55/08/2023 and IA(IB) No. 62/CB/2023 by 3 dissenting financial creditors i.e. Punjab National Bank, Bank of India, and Kotak n of the Corporate Debtor, Mahindra Bank respectively. STAY ON THE ORDER OF LIQUIDATION BY HON’BLE NCLAT:; 27. The 189 CoC meeting was convened 29.04.2023 wherein it was informed to the CoC that the Hon’ble NCLAT had stayed the order of the Adjudicating Authority dated 18.04.2023 and in the 19 CoC Meeting on 26.06.2023 it was informed to the CoC that the SRA has undertaken before the Hon'ble NCLAT to make necessary amendments in the plan to address the objections and in pursuance of the same the SRA filed an affidavit on 20.02.2023. © REMISSION OF RESOLUTION PLAN BY HON’BLE NCLAT To CoC FoR CONSIDERATION OF THE ADDENDUM TO THE RESOLUTION PLAN: 28. The Hon'ble NCLAT in CA(AT|(Ins) No. 514/2023 vide order dated 09.08.2023 passed the following directions and remanded the plan back to CoC: fi) The Successful Resolution Applicant may submit an Addendum to Resolution Plan incorporating the undertaking as given in Affidavit dated 20.02.2023 within a period of two weeks from today’ (ii) The Resolution Professional shall place the Addendum for consideration of the CoC, which proceeding be completed within period of four weeks. (iti) The Resolution Professional, two weeks thereafter, shall submit an appropriate application for approval, in Sd 1 Page 19 of 96

NCLT, Cuttack Bench in case, the Addendum is also approved with the sufficient majority, before the Adjudicating Authority for consideration’ (iv) The Adjudicating Authority shal1 consider the said application filed by the Resolution Profession for approval of plan as well as Addendum, expeditiously. * CONDONATION AND ADMISSION OF BELATED CLAIM OF Dy. COMMISSIONER, C.T. & GST, DHENKANAL: 29. The 20७ CoC meeting was convened on 09.08.2023 wherein the order of Hon’ble NCLAT was placed before the CoC and in the 215 CoC Meeting convened on 28.08.2023 the addendum submitted by the SRA pursuant to the direction of Hon’ble NCLAT order was discussed and deliberated upon. The 21% meeting was adjourned and reconvened on 04.09.2023 wherein the addendum was put to vote and the same was approved by the CoC by 99.36% votes, In the interregnum, this Adjudicating Authority vide order dated 29.08.2023 in IA(IB) No. 120/CB/2023 condoned the delay on part of Deputy Commissioner of Commercial Taxes & GST, 0.7. & GST Circle, Dhenkanal and the applicant admitted the claim. ¢ Fiuinc or 1018] No. 283/CB/2023 SEEKING APPROVAL OF PLAN ALONG WITH ADDEND| 30. Subsequently the applicant filed the present application i.e. IA(IB) No. 283/CB/2023 was filed on 18.10.2023 secking approval of the Resolution plan approved by the CoC with 76.67% vote and the addendum thereto approved by the CoC with 99.36%. RESERVING IA(IB) No. 283/CB/2023 FOR CLARIFICATION: 31. This application was initially reserved for orders vide order dated 29.11.2023 but subsequently the same was deserved, for clarification, vide _order dated 09.01.2024 and was listed for clarification on Sd जब Page 20 of 96

NCLT, Cuttack Bench in 10.01.2024. The relevant portion of the order dated 10.01.2024 is reproduced hereinbelow: 3. It is noted that earlier this Adjudicating Authority had rejected the Plan which as placed for approval by the Resolution Professional in IA No. 29 of 2023, even after the same was approved by the CoC with voting of 76.67% for the reasons that the plan proposed for release of personal guarantees/ corporate guarantees etc. in the favour of Resolution Applicant. Punjab National Bank (having voting share of L6.470h), Kotak Mahindra Bank (having voting share of 0.640/0) had voted against the plan. Bank of India (having voting share of 3.16%) had abstained from voting whereas SREI Infrastructure Finance Limited (having voting share of 3.16%) was absent”. 4, Before the Hon'ble NCLAT, the counsel appearing for the dissenting financial creditors namely, Punjab National Bank, Bank of India and Kotak Mahindra Bank had stated that in the event, by addendum the clause which require assignment of securities of dissenting financial creditors to the Resolution Applicant is modified, the objection of the respondents shal be satisfied. 5. It is noted that the Punjab National Bank, Bank of India and SREI Infrastructure Finance Limited, has voted in favour of the addendum whereas Kotak Mahindra Bank still voted against it, In the facts of these case the Bank of India, Punjab National Bank and SREI Infrastructure Finance Limited will have to be considered having given their assent to the modified Resolution Plan. As such they would also be in the category of assenting creditors. The only dissenting creditors remain is Kotak Mahindra Bank. This would require the distribution amongst the various financial creditors keeping in view the aforesaid financial creditors namely Punjab National Bank, Bank of India, and SREI Infrastructure Finance Limited also in the category of assenting financial creditors. However, following the voting of the addendum, this aspect has not been considered by the Page 21 of 96

NCLT, Cuttack Bench in CoC. During the course of hearing, it has been presented as if Punjab National Bank, Bank of India ete. still remain to be dissenting financial creditors and thereby the payment to them equivalent to the liquidation value has been proposed to be paid to them. 6. In view of the above facts, the matter is placed for seeking clarification as to whether proposal need to be sent back for distribution amongst the various financial creditors considering the Punjab National Bank, Bank of India and SREI Infrastructure Finance Limited as assenting financial creditors. Of course, there could be now a two category of assenting financial creditors: one who have assigned their right over the personal guarantee and the corporate guarantee ete. onto the Successful Resolution Applicant and the others who have not assigned it. 7. Accordingly, the matter is released for ascertaining the view of the applicant, Resolution Professional and his learned counsel on the matter. © ASSIGNMENT OF PNB’s Depr 70 CFM Asset RECONSTRUCTION PRIVATE LIMITE! 32. The applicant convened the 2904 CoC meeting on 27.02.2024 wherein the CoC was apprised about the order dated 09.01.2024 of Hon'ble NCLAT and the interim order dated 10.01.2024 of this Adjudicating Authority. In compliance with the order of the Hon’ble NCLAT, SEF . was made part of the CoC with 18.62% vote share and the voting shares were altered proportionately, It is also noted that the PNB was replaced by its assignee CFM Asset Reconstruction Private Limited (“CFM ARC”) in the 2204 CoC meeting. © ASSIGNMENT OF EpELWeISs ARC’s Dest to CFM Asser RECONSTRUCTION PRIVATE LIMITED: 33. The Applicant convened 23", 24* ,25t CoC and 269 meetings on 21.03.2024, 22.04.2024, 22.05.2024 and 07.06.2024 to update the CoC on the CIRP process and to seek necessary approvals to run the Page 22 of 96

NCLT, Cuttack Bench in शाह) No. 34/CB/2021 Corporate Debtor. In the 26% CoC Meeting the applicant informed the Co€ that the exposure of Edelweiss Asset Reconstruction Company was taken over by CFM ARC. © ASSIGNMENT oF SIFL’s AND SEF RECONSTRUCTION PRIVATE LIMITED: 34, The 27% CoC meeting was held on 25.06.2024 wherein the applicant apprised the CoC that two ereditors i.e. SIFL and SEFL have been assigned their debt portfolios to Invent Assets Securitisation and Reconstruction Private Limited. (“Invent ARC”), Invent ARC was assigned 21.11% of voting share replacing both SIFL and SEFL. 's DEBT TO CFM _ Asset 35, The 28%, 29th, 309, 31st and 3204 CoC meetings were convened by the applicant on 05.07.2024, 25.07.2024, 30.08.2024, 27.09.2024 and 21.10.2024 to take necessary approvals of CoC for the unhindered operations of the CD and to apprise regarding matters incidental to the CIRP. © ADMISSION OF CLAIM 07 SEFL AND RECONSTITUTION oF CoC: 36. In the meantime, SREI Equipment Finance Limited (“SEFL”) filed IA(IB) No. 34/CB/2024, IA(IB) No. 65/CB/2024 and IA(IB) No. 66/08/2024 seeking reconstitution of the CoC and rejection of the plan. It is pertinent to mention that the claim of SEFL was originally rejected by this Adjudicating Authority in IA (IB) No. 64/CB/2022 as being time barred, which was set aside by the Hon’ble NCLAT in CA(AT) Ins No, 640/2022 with a direction to the applicant to consider the admission of claim, without getting influenced by the order of Hon'ble NCLAT afresh and claim was again rejected by the applicant. Hence a contempt petition was filed by SEFL before NCLAT vide Contempt Case No. 30/2022, wherein this Adjudicating Authority was directed to adjudicate on the plea of SEFL. This Adjudicating Authority again rejected the claim of SEFL in vide order dated 18.04.2023 in IA(IB) No. Sa y Page 23 of 96 i Sd

NCLT, Cuttack Bench पाक) No.283/CB/2023 in 11/28/2023. The same was set aside by Hon’ble NCLAT in CA(AT) Ins No. 770/2024 and IA No. 26944/2023 and the applicant was directed to admit the entire claim of SEFL to the tune of Rs. 919,78,94,038/-. 37. Since the loan of SEFL was assigned to Invent Asscts Securitisation and Reconstruction Private Limited (in short Invent ARC} and Invent ARC filed IA(IB) No. 193/CB/2024, IA(IB) No. 194/CB/2024 and IA(IB) No. 195/CB/2024 for substitution of the name i.e., Invent Assets Securitisation & Reconstruction Pvt. Ltd. in the application IA (IB) No. 34/28/2024, , IA(IB) No, 65/CB/2024 and IA(IB) No. 66/CB/2024 filed by the SREI Equipment Finance Ltd and the same was allowed by this Adjudicating Authority vide order dated 19.07.2024. * MopiFication oF PLAN By SRA AND RECONSIDERATION BY THE RECONSTITUTED Cot 38. This Adjudicating Authority, based on the submissions of the parties and the undertaking given by SRA (who was allowed to be arrayed as a party in IA(IB) No. 65/CB/2024 vide order dated 28.05.2024 in IA (IB) No. 136/CB/ 2024), vide order dated 22.11.2024 directed the applicant to reconvene the CoC Meeting by reconstitution the CoC for the approval of the resolution plan along with the addendum, afresh along and bring it on record through an additional affidavit, The relevant paragraphs of order dated 22.11.2024 is reproduced hereinbelow for brevity: IA(IB) No. 283/CB/2023 9. Having considered the facts as narrated by the learned senior counsel for the RP and also taking note of the submissions made by the learned counsel appearing for the Invent in applications IAs 65, 66 & IA (IB) No. 196(CB) of 2024, we direct the RP to convene the, meeting of reconstituted CoC to consider for the approval of the modified S47 Page 24 of 96 —

NCLT, Cuttack Bench in CP{IB) No. 34/CB/2021 Resolution Plan (on inclusion of the addendums), afresh at the earliest and submit the modified Resolution Plan, together with the CoCs resolution thereon by way of additional affidavit. 10. 10. Accordingly, list the matter for further consideration on 05.12.2024, IA (1B) No. 34/CB12024, IA (IB) No. 65/08/2024, 74 (IB) No. 661CE, 12024, IA (IB) No. 196/CB|2024

The Invent Assets Securitisation and Reconstruction Put Ltd ("Invent’) is the Applicant in all these applications. During the course of the arguments, learned counsel appearing for the Applicant (Invent) submitted that in case the Resolution Plan is sent back to the CoC in terms of the prayer (b) of IA 34 of 2024, wherein Invent has prayed, that the approved :Resolution Plan pending before this Adjudicating Authority be remitted back to the CoC for reconsideration by the Reconstituted CoC, then he would not press for the prayers (a), (c) & (d) of IA 34 of 2024. He also submitted that in that case, applications IAs 65, 66 & IA (IB) No. 196/(CB) of 2024 would be withdrawn by him with the liberty to file a fresh application in case any cause of action arises.
Since in the matter of approval of the Resolution Plan IA 28gtCBI2023, we have already directed the RP to convene the meeting of the reconstituted CoC for considering the modified Resolution Plan, as would be placed by inserting the proposed addendum by the Resolution Applicant, the prayer (b) of IA 34 of 2024 stands allowed, whereas other prayers made therein are treated as withdrawn. In view of the submissions so made by the learned counsel appearing for the Invent the application in IAs 65,66 & IA (IB) No. 196/(CB) of 2024 also stands disposed of as being withdrawn. 3. With this, these applications IA 34/08/2024, IA 65/CB/2024,1A 66/08/2024 & IA 196/CB/2024 stand disposed of. © SUBMISSION OF REVISED PLAN ON 22.11.2024 sy SRA:

The 33" and 3490 meeting of the CoC was held on 05.12.2024 and 24.12.2024 wherein the applicant updated the CoC regarding the status of hearing of the present application and other ancillary applications, In in the 34% CoC meeting the applicant apprised the Sar en | Ba)

NCLT, Cuttack Bench 148) No.283/CB/2023 in CoC that in compliance with the direction of this Adjudicating Authority dated 22.11.2024 the SRA submitted had revised plan on 24.12.2024 by incorporating all addendums and the same was circulated with all the CoC members for evaluation. © ASSIGNMENT OF SBI’s 08897 10 CFM_AsseT RECONSTRUCTION PRIVATE LIMITED AND VOTING ON THE MopirieD RESOLUTION PLAN BETWEEN 25.01.2025 & 08.02.2025: 40. The 35% CoC meeting was convened by the applicant on 17.01.2025 wherein the applicant informed the CoC that the State Bank of India has assigned its debts to CFM ARC and consequently the voting share of the CoC has been altered with the voting share of CFM ARC increased to 70. ५ In this meeting the revised plan of the SRA was discussed and deliberated upon extensively by the CoC as indicative from the minutes of the meeting. Subsequent to the 35% Meeting the plan was put to vote through an E-voting mechanism and the same was concluded on 08.02.2025 at 8PM. ¢ FINAL 1191 OF CREDITORS AS ON THE 35TM COC MEETING: 41. Since the publication of Form-A till the date of final voting the applicant had received claims to the tune of Rs. 6057,41,27,554/- out of which claims to the tune of Rs, 5314,08,05,380 was admitted. At the 35% CoC meeting after multiple litigations, belated claim admissions and debt assignments the list of Creditors their admitted claim details and CoC with their voting percentage stood as follows: Sr.| Name ofthe | Claim Amount | Claim Amount | Voting | Financial Wo! ‘Creditor (in INR) Admitted (in (%) INR) 1, | State Bank of | 23,985,267,728 | 23,985,267,728 | 48.55 __India 2. | Bank of India | 1,269,526,010 269,526,010 | 2.57 3. | IDBI Bank 2,173,740,472 | 2,173,740,472 | 4.40 Limited Sa ga Page 26 of 96

NCLT, Cuttack Bench JA(IB) No.283/CB/2023 in Reconstructio n Company ICICI Bank Private Ltd SREIoe Finance Ltd. SREI Equipment Finance Ltd. | Total Secured | Financial ॥ Creditors 10| Claim from Unsecured Financial Creditors 1 4,19,50,79,968 6,621,985,414 257,138,904 46,99,84,395 866,25,10,707

NCLT, Cuttack Bench in CP{IB) No. 34/08/2021 [3. cos: ६ NA Commissione rofGST and | | Central Excise, Bhubaneswar- 5,91,58,976 | Officer, Bhubaneswar- या | oe _ Deputy 2,12,06,447 2,12,06,447 NA Commissione | | r of CT& GST | Circle, |__| Dhenkanal Total Claim from | 3,73,67,14,462 | 3,73,67,14,462 | NA Government Departments | NON-GOVERNMENTAL CREDITORS Bee: Devika | 10,25,000 | 10,25,000 NA | Properties || Private Ltd. _ 7. | Sharma Road | 23,32,418 12,54,654 NA | 1,768 a ले 8. |. AR.Khan — 9,26,038 4,11,975 NA and Sons | Total Claim from | 42,83,456 26,91,629 NA Non- Government Departments __ — Total Claim from | 3,74,09,97,918 | 3,73,94,06,091 | NA Operational _ Creditors Category of _ जे See Amount =a Amount _ Creditors (in INR) Admitted (in INR) Financial Creditors | 5683,31,29,636 _ Operational = TOTAL CLAIM AGAINST Corporate DeBToR SA 24 Page 28 of 96

NCLT, Cuttack Bench in Vore SHARE oF CoC MemBeERS AND E-VoTING RESULT AS DECLARED oN 08.02.2025: 42. The Modified plan was considered by the members of CoC and 1.2025 till 08.02.2025 (8PM). The modified plan including all the revisions and addendums till the 35% was put to c-vote between 2 CoC Meeting was approved by 96.91% vote with only Kotak Mahindra Bank dissenting with 0.52% vote. Bank of India who had 2.57% vote did not participate in the voting process making it equivalent to a dissenting Financial Creditor. The voting percentage of the CoC members (post assignment of debts) and the result of the e-voting follows: No Creditors

NCLT, Cuttack Bench in रा के ः ह | Bank of India "2.57% | Abstained | —

} IDBI Bank Limited 4.40% | Assent | (4. | Kotak Mahindra Bank "0.52% | Dissent | (5. /ICICI Bank Private Ltd 0.95% | Assent 6. [Invent Assets | Assignee of Securitisation | SRF ana and Infrastructure Reconstruction | finance Lid हा Private Limited (2.49%) Assignee of SREI Equipment Finance Ltd (18.62%) a a — _ =| 96.91% 100% | Dissent: Total 0.52% | |. Absent- ॥ | 2.57% 43. The plan after getting duly approved by the CoC u/s 30(4) has been brought before us for approval. We have gone through the entire plan. The salient features of the plan and a summary of proposal made in the plan is as follows: Sa” Page 30 of 96 84

NCLT, Cuttack Bench in

SALIENT FEATURES OF THE PROPOSALS MADE IN PLAN: 44, The CoC approved plan is submitted by, M/s. Ocean Capital Market Limited (CIN- U6S9000R1996PLC014016), is a Public Company incorporated on 16 February 1996 bearing PAN AAACO3018K. It is clas: registered at Registrar of Companies, Odisha, Cuttack. Its authorized fied as Indian Non-govt. Company and is share capital is INR 52,900,000/- and its paid-up capital is INR 52,893,000/-. It is involved in financial intermediation. The Promoters/ directors of Ocean Capital Market Limited (OCML) are Dipti Ranjan Patnaik, Indrani Patnaik, Anshuman Patnaik, Sushil Kumar Mohanty, Mansi Mehta and Dolly Prasad. Dipti Ranjan Patnaik along with his wife Ms Indrani Patnaik are one of the largest iron ore mine owners of the country with a cumulative net- worth of approximately Rs. 4,000 Crores, Mr Patnaik has formed Altrade Group of entities which have business interests in Mining, Iron and Steel, Hospitality, Health Care, Exports, Cement, Infrastructure, etc. The group has recently resolved one of the Non-Performing Assets in Odisha namely Maithan Ispat Limited and have turned a sick- company into profitable operations. 45. The Successful Resolution Applicant has proposed to pay an amount of Rs. 459.09 crores (approx) as Total Plan Amount. The plan proposes a Resolution Amount of Rs. 218.17 Crores (approx) against the total admitted claim of Rs. 5314.08 Crores (approx) and the total amount claimed of Rs. 6057.14 Crores leading to a haircut in respect of amount admitted by the RP and leading to a recovery of 3.61% inrespect of the ‘claimed amount’ and leading to a recovery of 4.11% in respect of ‘admitted amount’. It is noted that the RP in Form-H has stated the total Resolution Amount to be Rs.190.4735 Crores, which is incorrect and seems ea 8५ Page 31 of 96 aaa

NCLT, Cuttack Bench in like a typographical error as in the same tabulation the other proposed plan amount for financial creditors and resolution creditors are found to be correct. SUMMARY OF FINANCIAL PROPOSAL: 46. The plan proposes a total financial proposal of Rs. 459.09 Crores (approximately) which includes the following: SI No. | Purpose [Amount Proposed — | a in Crores) | | Settlement for Financial Creditors [217.69 | | Capital Infusion and Capital | 178.33 | Expenditure | To secure न Guarantees 62.60 © ‘Total Financial Proposal 459.0935

Financial Proposal for Claims of Creditors: ‘Amount st | PARTICULARS | Amount ‘Amount ] Payment | No. ‘CLameD F ann | aaa (INR) (INR) | mW Payment कि | (IN Lats) (INR) | | | (In Laxus) li |CIRP Cost [NA NA As per = from Actuals the Effective | Date. | 217 [90 days from | the Effective

|Secured | 553064.6 [478747.3 Financial | 5 4 | Creditor | date 55 r Page 32 of 96 Sd

NCLT, Cuttack Bench in शाह] No. 34/08/2021

BS | Arbitration | Proceeds to Assenting Secured Financial Creditors TOTAL PAYMENT CreEpITORS In CasH: 4. | Secured Financial Creditor=| /Abstained /Absent} ASSENTING iF 1000 — Year from Effective Date. 15266.65 444.23 | 90 days from the Effective Date ‘5. [Unsecured Financial | Creditor In Casu: ~~ | Operational | Creditors- | ‘Suppliers of Goods | and Services NIL | कक, PAYMENT TO FINANCIAL TT NIL 21769.41 है | NIL | Ff days from the Effective Date Page 33 of 96

NCLT, Cuttack Bench in Str 90 days from Creditors- the Effective Govt. Date Dues/Regul atory Dues | Operational | NIL NIL “NIL [90 days from Creditors- the Effective Workmen Date | and | Employees TOTAL PavmeNT To CREDITORS IN CASH | 21816.76 20769.40 + Lakhs and CIRP — CIRP Cost to be paid within 90 Days from | Effective Date. Cost Equity Upside of Rs.1.5 Crores to be allotted between 91 to 180 days from Effective Date. and 10 Crores from anticipated arbitration proceeds to be

Page 34 of 96

NCLT, Cuttack Bench in Allotment Equities to Assenting Equity Financial Creditors: _ aa Upside for Assenting 150 Lakhs | 91 to 180 days from the | Financial Creditors effective date Financial Proposal for Revival of the Corporate Debtor: ~ Payment of CIRP Cost: 47. As per clause 2.1 (e) to (j) of Chapter-VIII of the Plan, the CIRP cost is being met form the revenue of the CD but the CIRP cost remaining unpaid on the ‘closing date’ shall be paid from the Up-Front bution proposed in the plan and will be paid in full in priority ithin 90 Business days from the Effective Date. Financial proposal for Assenting Secured Financial Creditors: 48. As per Clause 2.2 (०) (i) and (ii) of Chapter-VIII the total debt of all the secured financial creditors (assenting + dissenting) will be settled for Rs.207,69,40,893/- in proportion to their voting rights or any other sharing ratio as decided by CoC. As per the information provided under Form-H the Assenting FCs will be paid Rs. 203.25 Crores (approximately). The same will be paid directly to the FCs wit Page 35 of 96

NCLT, Cuttack Bench in days from the Effective date on assignment of the entire debt along with the entire security interest to the RA. 49. As Per Clause 2.2. (०) (iv) of Chapter-VIIT of the plan, the RA will pursue and recover the arbitration claims of the CD within 5 Years from the Effective Date and_50% of the Arbitration Receipts awarded in not be bound to pay any amount to creditors after 3 years from Effective Date. 50. SRA will pay Rs.10 Crores at the end of the first year from the Effective Date towards the share arbitration receipts even though the same may not have been received by the and the same will be adjusted from the total share of Arbitration Receipts of the creditors (i.e. 50% of total Arbitration receipts) and the remaining shall be distributed amongst the Assenting Financial Creditors. 51. _ tis further proposed that pendency of the payment or Arbitration receipts shall not make the plan unimplemented if all other terms of plan are complied.

Financial proposal for Dissenting Secured Financial Creditors:

As Per Clause 2.2. (v) of Chapter-VIII of the plan Dissenting FCs shall be paid in priority over other assenting FCs and in accordance with section 30(2)(b) and 53(1) and FCs who did not vote will be paid in accordance with Regulation 38(1)(b) of CIRP Regulations 2016 and as per the information provided under Form-H the dissenting FCs wil be paid Rs. 44.42 Crores (approximately),

Guarantee and Security Provided by Third Party:

The settlement envisaged through this plan will not prohibit the Dissenting FCs to invoke, exercise and appropriate proceeds from any guarantee or security provided by any third party, however, such third ae

Page 36 of 96 —

NCLT, Cuttack Bench in party shall not be entitled to exercise subrogation rights against the CD of SRA in respect of such guarantees or securities. Financial Proposal for continuing the Bank Guarantees provided by ICICI Bank Private Ltd: 54. As per Clause 4 of Chapter XIII of the plan (Page 73 of the Plan) it is proposed that ICICI Bank is presently extending various bank guarantee facilities to the corporate debtor to the tune of INR 62.60 crores, As per sanctioned terms, Bank guarantee commission is being charged on annual basis. Bank Guarantee commission on existing bank guarantees for the unexpired bank guarantees will be payable as and when due. The Bank security to various employers where projects are undertaken and since as per sub section (31) of section 3 of the Insolvency and Bankruptcy Code, 2016 the Bank Guarantees do not constitute security interest hence the Resolution Applicant proposes that the corporate debtor will pursue the same line of business, the Bank Guarantee facility from ICICI] Bank will continue even after the Resolution Plan is implemented.

Payment proposal for Operational Creditors- Suppliers of Goods and Services:

As per Clause 2.6 of Chapter-VIII of the plan it is proposed that the payment will be made from the Up-front Cash contribution and will be paid in full within 90 days from the Effective Date or transfer of management control of the company, whichever is later, out of the Up- front amount. The SRA also proposed that as per section 30(2(b) the 008 are entitled to a minimum amount that they would have received in the event of liquidation, hence any such liquidation amount will paid out in 30 days and the balance amount will be paid within 90 days from the Effective Date or transfer of management control of the company, whichever is later "| SA 7 Sel Page 37 of 96

NCLT, Cuttack Bench IAB) No.283/CB/2023 in CPUIB) No. 34/08/2021

Payment proposal for Operational Creditors - Govt. erational Creditors

Govt. Dues/Regulatory Due: 56. As per Clause 2.7 of Chapter-VIII of the plan the SRA proposes to pay Rs, 45,25,769/- to settle the statutory liability of Rs.3,73,67,14,462/-.

Payment proposal for Operational Creditors- Workmen and Employees:

As per Clause 2.5 of Chapter-VIII of the plan there exist no claim from any employees or work men but salary and wages if due for the periods mentioned in the IBC and applicable regulations framed thereunder within 90 days from the Effective Date

Payment proposal for Other Creditors:

Clause 2.8 of Chapter-VIII of the plan states that the plan amount is not sufficient to settle the claims of the financial creditors in entirety, hence no payment is proposed for any claim other than financial and operational creditors but in case any liquidation value becomes payable, in the event of they being identified as operational creditors, then such liquidation value will be paid to such creditors within a period of 30 days. ~ Payment proposal for Contingent Liabilities: 59. As per Clause 2.9 of Chapter-VIII of the plan, no proposal is being made for any contingent claim as the IM does not reflect any such record of contingent liabilities and in the event any contingent liability crystalises relating to the period prior to insolvency commencement date, no payment will be made in respect of such liabilities. oN wa Sd Page 38 of 96

NCLT, Cuttack Bench in CPB) No. 34/CB/2021 © FRAMEWORK OF IMPLEMENTATION OF THE FINANCIAL PROPOSAL: Acquisition and Restructurisation Proposal of the Corporate Debtor Proposed in the Plan: 60. The SRA has explained the proposed restructurisation of the corporate debtor in Clause 3 of Chapter VIII and Clause 1 of Chapter- IX of the Plan to implement the financial proposal. The plan proposes:

Suspension of Share Trading:

The trading of the shares of the CD at NSE and BSE will be suspended immediately and for which the SRA shall be exempted from complying with applicable SEBI rules and regulations/ or any other regulatory norms to effectuate the said suspension.

Cancelling the Shares of the Existing Promoters to NIL:

The plan proposes to reduce the shareholding of the existing promoter group to Zero and the rights attached therewith the shares shall stand transferred to on the effective date and hence the promoters will stop enjoying any rights subsequent to the plan approval by the Adjudicating Authority.

Infusion of Upfront- Amount in consideration of Equity:

The SRA or its affiliates/nominees/assigns/AIF/SPV (complied with 299) will bring in an upfront consideration of Rs.3,00,00,000/- (‘Upfront Amount’) in an account controlled by the Monitoring Committee and this Uplront amount will be utilised for subscribing 30,00,000 (Thirty Lakh) equity shares, ranking pari pasu, having face value of Rs.10 each to be issued to the SRA or its affiliates /nominees/assigns/AIF/SPV (complied with 29A) with a lock- in period of 18 months and will be listed in both BSE and NSE. 64. The SRA being an NBFC upon payment of the aggregate consideration of Rs.207.69 Crores (except the proposed 10 crores from Sd 7 Sd Page 39 of 96 f

NCLT, Cuttack Bench in Arbitration proceeds) the assenting FCs will assign all the securities and guarantees in relation with the Corporate Debtor to the SRA and the dissenting FCs will renounce their securities but will be allowed to keep the guarantees provided to them against the debt. 65. Entire pre-CIRP existing issued and subscribed share capital of the Company, excluding Public Shareholding, shall be reduced to NII. without any consideration paid to share/warrant holders of the CD or to such instrument holders including any dues towards any dividend outstanding, The Asset/Book losses of the CD will be suitably impaired for such capital reduction. Sueh write off shall be adjusted with Securities premium/ Capital reserve available in the books of the CD without routing it through Profit and Loss Account of the CD. Conversion of Unsustainable Debt to Equity: 66. Out of the total Assigned debt the “Unsustainable Debt” to the tune of Rs.46,75,74,001/- i.c. difference between the Admitted Claim of Secured FCs (excluding ICICI Bank Limited’s Claim) and Amount proposed for the Secured FCs will be converted into 7,50,00,000 Equity Shares at a premium of Rs.613.39/share and fraction amount, if any, shall be written off upon conversion of debt into equity. 67. Out of these 7,50,00,000 shares, 15,00,000 shares (worth RS. 1.50 Crores) will be provided to the assenting FCs, pro rata and balance shall be issued to the SRA or its affiliates or nominees or its assign/AIF/SPV with a lock-in period for 3 years. ~ Proposed Shareholding Pattern post implementation of the plan: Name of Shareholder | No. of हज (Proposed) == 1,21,18,498 Public es Sa Page 40 of 96 al

NCLT, Cuttack Bench ‘CP(IB) a. बकाया

Shareholder- a) 0 Promoters ‘Assenting FCs 15,00,000 1.66 (SRA or its affiliates / 30,00,000 3.33 nominees/assigns/AIF/SPV (Pursuant to payment of | Up-Front Amount) | SRA or its affiliates / 7,35,00,000 81.56 nominees/assigns/AIF/SPV (Pursuant to Conversion of | debt into Equity) TOTAL 9,01,18,498 100.00

Waivers sought with respect to the proposed Capital Restructuring:

The shares as described above can be issued either in physical form or DEMAT form and upon issuance of physical form requirement of issuance of DEMAT Form for limited company shall be dispensed with. 69. It is also proposed that the certified copy of the resolution plan shall be deemed to be the comprehensive requirement for the issuance of the shares under Companies Act 2013, but shall be subject to the compliance with applicable regulations. It is also proposed that the need for process for preferential allotment under Companies Act 2013 or any other rules shall be deemed to be dispensed with including but not limited to the requirement of separate account and resolution for preferential treatment. 70. It has been proposed that, since the resolution plan upon approval by the Adjudicating Authority is binding on the Company and all its stakeholders hence the issuance of new equity shares and conversion of unsustainable debt into equity to the SRA or its affiliates Page 41 of 96

NCLT, Cuttack Bench in CPUIB) No. 34/08/2021 shall not require the consent of any of the creditors of the company or approval of the shareholders of the company or approval under SEBI (Substandard Acquisition of Shares and Takeovers) Regulation, 2011 or any other applicable regulations of SEBI, Stock Exchange etc. 71. The plan seeks directions to the effect SEBI or the stock exchanges shall not insist on any previous compliances or charger or fine or penalties in respect of listing compliances and the plan also seeks direction to SEBI to give 3 years’ time to the SRA to bring the public shareholding to the required threshold of minimum 25%.

Proposal of Future Merger:

vis proposed in the plan that upon implementation of the plan SRA or its affiliates/ nominees/assigns/AIF/SPV may choose to amalgamate the CD with itself (Merger) or amalgamate any other investee company with the CD (Reverse Merger) and though the proposed merger or reverse_merger is not an integral part of the resolution plan the approval of the resolution plan will deem to mean that, in principle, the said scheme of Merger or Reverse Merger also stands approved. Furthermore, it is also proposed that if the scheme of Arrangement is filed within one year from the effective date then the meetings of shareholders and creditors shall be dispensed with. SOURCE 0७ FuNDs: 73. The SRA proposes to sell all non-core assets of the Corporate Debtor as provided in Sehedule-7 of the plan and such non-core assets which are damaged, obsolete and in scrap condition, Clause 1 and Clause 4 of Chapter VIII, the proposed financial amount proposed in Page 42 of 96 the plan will be secured by the SRA in the following manner:

NCLT, Cuttack Bench in as No. Source Amount 1 | Upfront Contribution by SRA| — 208,16,76,191/- against Equity 2 Cash Credit from Banks 100,00,00,000/- 3 Term Loans from Banks/Fils 30,00,00,000/- 4 | Equity/Quasi Equity/Unsecured| _ 48,33,00,000/- Loan from RA or its Nominee or | Affiliates/AIF/SPV [om —id a | 387,99,76,191/- « EFFECT OF APPROVAL OF THE PLAN ON CLAIMS:

Treatment of Financial Creditors on matters that are Sub- Judice

Secured and Unsecured Financial Creditors shall withdraw all enforcement actions, notices under the Securitisation and Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002, the Negotiable Instrument Act 1881 (as amended in 2002), suits and cases filed by them against CD. 75. If claim come out of litigation filed by the financial creditors in lieu of rejection of claim by the RP (a) all such Claims (whether final or contingent (whether crystallized or not), whether disputed or undisputed, and whether or not notified to or claimed against the Company); (b) all outstanding disputes or legal proceedings in respect of such Claims; and (०) all rights or claims of such persons against the Company; in each case, relating to the period prior to the effective date, shall immediately, irrevocably and unconditionally stand extinguished and/or settled at NIL value on the effective date. Page 43 of 96

NCLT, Cuttack Bench in

Treatment of Sub-Judice claims of Operational creditors:

\t is proposed that matters set out in the Information Memorandum (and the corresponding claims against the CD), together with all other claims against the CD which may be pending or sub- judice before any forum as on the Closing Date (whether or not such claims are included in the list of claims of Operational Creditors as set out in the Information Memorandum, and, including but not limited to any proceedings in relation to Statutory Dues, Regulatory Dues and Taxes initiated against the CD) are collectively referred to as "Sub Judice Claims". @ The full amount of such Sub Judice Claims shall be deemed to be owed and due as of the Effective Date, the liquidation value of CD is assumed as NIL and therefore, no amount is payable in relation thereto. All such Sub Judice Claims shall immediately, irrevocably. and unconditionally stand fully and finally discharged and settled

All legal proceedings initiated before any forum by or on behalf of any Operational Creditor or any other creditor to enforce any rights or claims against the CD shall immediately, irrevocably and unconditionally stand withdrawn, abated, settled and/ or extinguished and the operational Creditors of the CD shall have no further rights or claims against the CD in respect of the period prior to the Closing Date, and all such claims shall immediately, irrevocably and unconditionally stand extinguished.
The order of the NCLT approving this Resolution Plan, new inquiries, investigations, notices, suits, claims, disputes, litigation, arbitration or other judicial, regulatory or administrative proceedings will not be initiated or admitted if_these relate to any period prior to the Effective Date or

NCLT, Cuttack Bench IA(B) No.283/CB/2023 in arise_on account of the acquisition of control by the Resolution Applicant over CD pursuant to this Resolution Plan, against CD or any of its employees or directors who are appointed or who remain in employment or directorship after the acquisition of control by the Resolution Applicant over CD or pursuant to the implementation of the Resolution Plan.

Treatment of the liabilities of the FCs: @ Upon settlement of dues as stated in this Plan, the Financial Creditors shall issue 'No Dues Certificate" and release all the securities of CD and file necessary documents for the satisfaction of charge with the Registrar The approval of the NCLT shall be deemed to be approval of the Financial Creditors for release modification / revision of the Underlying Company Security for the purpose of securing / guaranteeing the FC Payment and upon payment the Underlying Company Security shall_stand irrevocably released. @ Further claims of Financial Creditors relating to the period prior to the Closing Date are verified and/ or are admitted, then the FC Payment amount shall be re- distributed pro rata to include such further claims, without increasing the total FC Payment

Inconsideration of the FC Payment, all litigations / proceedings by Financial Creditors under Securitisation and Reconstruction of Financial Assets and Enforcement of Securities Interest Act, 2002 (SARFAESI) or any other law or before any court, tribunal or any other recovery suits Sa कं Page 45 of 96 a)

NCLT, Cuttack Bench in CPUIB) No. 34/28/2021 / actions initiated by the Financial Creditors against the Company before any forum shall stand quashed as on the effective date. @ Any and all Claims made by or liabilities / obligations owed or payable to any actual or potential financial creditor of CD {including for any losses or damages, principal, interest, compound interest, penal interest, charges or commissions), which relate to a period prior to the Insolvency Commencement Date, shall be written off in full and shall be deemed to be permanently extinguished and/or settled at NIL value on the effective date by virtue of the NCLT Approval Order.

Except for Financial Creditors to the extent of FC Payment amount, no person, claiming to be a present or future financial creditor of the Company shall have the right to demand any amounts or any security or asset from the Company or the Resolution Applicant, in respect of such claims, demands, liabilities or obligations, which relate to @ period prior to the Closing Date and;
As of the effective date, any debt owed by CD to any creditor, which is barred by limitation stand extinguished, waived and withdrawn on and from the Closing Date. ° Treatment of Contingent Liability: ent of Contingent Liabilit

It is proposed in the plan that since Contingent Liability is a “claim and “debt', each as defined under the IBC, and would consequently qualify as "operational debt" (as defined under the IBC) and therefore, the full amount of such Contingent Liabilities shall be deemed to be owed and due as of the Closing Date, the liquidation value of CD is assumed as NIL and therefore, no amount is payable in relation Page 46 of 96

NCLT, Cuttack Bench in एक) No. 34/CB/2021 there to. All such Contingent Liabilities s relating to the period prior to the Effective Date or even accruing after the Effective Date, but arising out of matters or actions arising prior to the Effective Date, shall stand fully and finally discharged and settled,

Treatment of Statutory liabilities;

It is proposed in the plan that all such Statutory Liabilities (including but not limited to admitted claim of (i) Commissioner of Commercial Taxes, Directorate of Commercial Taxes, Government of West Bengal, (ii) Employees’ State Insurance Corporation iii) The Commissioner, Central/State Goods & Service Tax and Central Excise), shall immediately, irrevocably, and unconditionally stand fully and finally settled at the amount proposed to be paid by the Resolution Application as contemplated under this Plan, 79. All forms of security created or suffered to exist, or rights to create such a security, to secure any obligations towards the Statutory Liabilities (whether by way of guarantee, bank guarantee, letters of credit, letter of comfort, or otherwise) shall immediately, irrevocably, and unconditionally stand released and discharged.

Income Tax, Indirect Tax (GST, VAT, Sales Tax, Commercial Tax, Indirect Tax (GST, VAT, Sales Tax, Commercial Tax, Entry T: Tax, Excise Duty, etc.), Municipal Tax, Labou Excise Duty, etc.), Municiy Tax, Labour Taxes (PF, ESI, etc) Assessment:

As per the plan all dues of the respective Tax departments qualify as ‘operational debt" and the full amount of such claims shall be deemed to be owed and due as of the CIRP Date. No further assessment / reassessment of such taxes up to the FY 2020-21 should be done by respective Tax Departments, Further, upon approval of the Plan by NCLT, the SRA would not be liable to pay any tax pertaining to period up to the CIRP date. All pending dues under the provisions of Income Tax Act, 1961 (IT Act), including taxes, duties, penalties, interest, Sd :~ Page 47 of 96 Sd

NCLT, Cuttack Bench in शाह) No. 34/08/2021 fines, cesses, unpaid TDS/TCS, shall stand extinguished by virtue of the order of the NCLT approving this plan

Allassessment/reassessment/revision/ penalty/ appellate or other proceedings pending in the case of the Corporate Debtor as on the Effe e, relating to the period prior to that date, shall stand terminated
All notices issued under the provisions of the respective Acts to initiate any proceedings viz. assessment/ reassessment/revision/penalty/etc. against Corporate Debtor in relation to the period prior to the Effective Date shall be considered withdrawn.

No notices should be issued against the Corporate Debtor in relation to the period prior to the Effective Date. Any proceedings which were kept in abeyance in view of insolvency process or otherwise shall not be revived post the order of the NCLT.

No further demand for a period prior to the Effective Date shall be raised by respective Departments.
Adjudicating Authority to pass necessary orders/ give appropriate directions to direct tax authorities/ Principal Commissioner of Income-tax to not apply/ invoke section 79 of IT Act on implementation of the Resolution Plans and allow benefit of carry forward and set-off of losses of Corporate Debtor existing and arising pursuant to implementation of Resolution Plan post change in majority shareholding
Adjudicating Authority to pass necessary orders/ give appropriate directions to direct tax authorities to grant waiver from getting No Objection Certificate from direct tax authorities as contemplated under section 281 of IT Act. ai Sd

NCLT, Cuttack Bench in All tax litigations, pending or threatened against the Corporate Debtor or whose outcome adversely effects the Corporate Debtor arising prior to or after the Date of approval of plan, shall be deemed to have been withdrawn or dismissed and will be deemed to have been barred with effect from the Date of approval of plan.

Adjudicating Authority to pass necessary orders/ give appropriate directions for Waiver of any past Uabilities irrespective whether claimed or unclaimed from any authority including but not limited from direct tax authority/ indirect tax authority/ land revenue authority/ gram panchayat or any other revenue authority on settlement of dues as per Resolution Plan. It is further Proposed that without nay prejudice to above, the Adjudicating Authority shall give specific directions to Ministry of Corporate Affairs, Government of India, Provident Fund, Sales Tax Authorities, commercial tax authorities, VAT authorities, Service Tax authority, GST authority, Excise Duty Authorities, Fringe Benefit Tax authorities, Wealth tax authorities, etc. to watve demand, interest and penal charges for past dues pertaining to period up to date of approval of plan.
Adjudicating Authority to pass necessary orders/ give appropriate directions for waiver of any liabilities/ penalty/ prosecution arising from non-compliance in relation to not filing return relating to Direct Tax/ Indirect Tax for period prior to date of approval of resolution plan. Sy Page 49 of 96

NCLT, Cuttack Bench in

Dues of Creditors during CIRP:

The plan proposes the following regard to the costs incurred towards creditors during CIRP: + Dues incurred by the Resolution Professional (on behalf of CD) during the CIRP, towards the operational creditors to maintain the CD as a going concern shall be paid in terms of agreements with such Operational Creditors, * Resolution Plan has been made on the assumption that all dues incurre: incurred by the Resolution Professional (on behalf of CD) by the Resolution Professional (on behalf of CD) during the CIRP and prior to the Effective Date, have been or the CIRP and prior to the Effective Date, have been or will be paid as CIRP Costs. Therefore, except for CIRP Costs, any liabilities and/or claims that arise between the Insolvency and/or claims that arise between the Insolven: Commencement Date _and_the Sommencement Date and the Effective Date shall stand waived, extinguished, abated, discharged in perpetuity as on the Effective Date, pursuant to the NCLT Approval Order and after making the payment proposed under the plan + No interest shall be paid for the CIRP Period, on any claim against CD (as on the Insolvency Commencement Date) be it of the financial creditor, Operational Creditor or any other claim arising on account of any financial liability, operational liability or any other contingent liability or dues, demands in connection with CD,

Treatment of Liabi Liabilities of Operational Creditor: of Operational ditor:

It is proposed in the plan that since the liquidation value of the Company is not known to the SRA while preparation of the plan, it is assumed that the payment proposed to Operational Creditors (other than Workmen and Employees) as aforesaid is in accordance with Section 30(2) (0) of the Code. However, in case the RP determines that ‘he_payment proposed to Operational Creditors (other than Workmen roposed to Operational Creditors (other than Workme: and Employees) 18 less than the minimum amount that they would be Employees) is less than the minimum amount that the: would be _

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NCLT, Cuttack Bench in to under Section 30 (2)(b) of the Code ("Minimum Amount’), the under Section 30 (2)(b) of the le_ ("Minimum Amount"), th Resolution Applicant shall pay such Minimum Amount to the licant_shall_pay such Minimum Amount to the Operational Creditors (other than Workmen and Employees). However, rational Creditors (other than Workmen and Employees). However, any such additional payment shall at be adjusted/deducted from the such additional payment shall at be adjusted/deducted from the Payment to be made to Financial Creditors without increasing the be made to Financial Creditors without increasing the overall payout for the Resolution Applicant. 83. All the litigations/ proceedings by Operational Creditors (or any person claiming to be an operational creditor) before any court, tribunal, arbitration tribunal for non-payment of any dues/ contribution shall stand quashed on the Closing Date and except as provided herein, the Corporate Debtor or the SRA shall no longer be fequired to make any payments to the Operational Creditors, 84. Any claim disclosed/ undisclosed, claimed/ unclaimed and all other Claims made by or liabilities/ obligations owed or payable to any actual or potential related party of CD which relate to a period prior to the effective date, shall be deemed to be permanently extinguished and/or settled at NIL value on the effective date, by virtue of the NCLT Approval Order, 3 Treatment _of Corporate Guarantee and like Instrument issued by the Corporate Debtor: 85. All Corporate Guarantee, Indemnities, Letter of Comfort, Undertakings provided by the Corporate Debtor, in respect of any third- party liability shall stand extinguished on the effective date pursuant to the approval of the Resolution Plan by the order of NCLT, without requirement of any further Act or Deed by the Resolution Applicant and/ or Corporate Debtor. 3 Treatment of workmen/Employees dues: 86. No employee of the Corporate Debtor shall have any claim whatsoever against the Corporate Debtor pertaining to the period prior G

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NCLT, Cuttack Bench in CP{IB) No. 34/08/2021 to the Effective Date except to the extent provided for payment by the Successful Resolution Applicant in this Resolution Plan. 87. The existing employees of the CD will be re-engaged for the continuity of the operations of the CD and there will not be any discontinuity of services,

Other liabilities as per IM

It is proposed that any and all claims of such a person, whether final or contingent and all outstanding disputes or legal proceedings in respect of such claims are settled at NIL value as on the Effective Date.

Related Party Transactions

Resolution Applicant / CD shall have the right to terminate all related party transactions (whether known or unknown), entered between the Company and its related parties, However, in case any amounts are due from any related party as on effective date, the company shall retain all rights to recover. ~ All other Liabilities: 90. Except to the extent of payments to be made under Resolution Plan by the Resolution Applicant, and CD shall have no liability towards any Person with respect to any Claims, liabilities, or obligations due to such Person, which relates in any manner to the period prior to the effective date and the same shall be deemed to have been settled at NIL Value. Except for the above, no amounts are proposed to be paid (at any time in future) against any direct or indirect contingent liabilities of the Company, including as mentioned in the audited/unaudited financial statements of the Company which relate to a period prior to the effective date, 91. All Claims (whether present or arising in future) of all Governmental Authorities (including in relation to Taxes, and all other Qs a शा Page 52 of 96

NCLT, Cuttack Bench in dues and statutory payments to any Governmental Authority) relating to the period prior to the effective date, shall be deemed to be permanently extinguished and/or settled at NIL value on the effective date, by virtue of the NCLT Approval Order.

Treatment of debts barred by limitation:

As of the Effective Date, any debt owed by the CD to any Operational Creditor, which is barred by limitation under the Applicable Laws, shall immediately, irrevocably and unconditionally stand extinguished, waived and withdrawn on and from the Effective Date, various Collateral Securities (owned directly/ indirectly by the original promoters and their affiliates) pledged / mortgaged / hypothecated to Financial Creditors of the CD; the Successful Resolution Applicant proposes to acquire such securities as detailed in the financial offer in the Resolution Plan.

Litigation:

All legal suits, proceedings, certificate proceedings and/or quasi- legal proceedings that have been initiated against the Corporate Debtor up to the Effective Date (whether filed prior to CIRP commencement date or filed during CIRP Period shall be deemed to have been quashed upon approval of the Resolution Plan by the NCLT. 94. Directions from the NCLT, by way of approval of this Resolution Plan would result in the quashing of all legal proceedings for recovery of any debt from the Corporate Debtor or enforcement of any existing security interest against the Corporate Debtor. 95. By virtue of the order of the NCLT approving this Resolution Plan, new inquiries, investigations, notices, suits, claims, disputes, Utigation, arbitration or other judicial, regulatory or administrative proceedings will not be initiated or admitted, disclosed or un-disclosed and/or in India or anywhere outside India if these relate to any period prior to the Effective Date or even accruing q g

Page 53 of 96

NCLT, Cuttack Bench in after the Effective Date, but arising out of matters or actions arising prior to the Effective Date or arise on account of the acquisition of control by the Resolution Applicant over CD pursuant to this Resolution Plan, against CD or any of its employees or directors who are appointed after the acquisition of control by the Resolution Applicant over CD or pursuant to the implementation of the Resolution Plan. * MONITORING, SUPERVISION, AND IMPLEMENTATION OF THE PLAN: 96. A Monitoring Committee will be constituted on the Effective date comprising of the following members: ¢ Resolution Professional- Chairman « Two Representatives of the Financial creditors. 97. The Monitoring Committee shall stand dissolved on the Closing date. The Committee will run the Corporate Debtor between the Effective Date and Closing Date. On and from the Closing Date the new reconstituted Board of the SRA will control and manage the company and the Monitoring committee shall only be responsible to supervise the payments to be made to the Creditors. 98. It is proposed that any amount incurred by the Monitoring Committee relating to the Corporate Debtor will be met out of the accruals of the company. 99. The Monitoring Committee will be reconstituted after the implementation date foroverseeing the Arbitration Receipts. The reconstituted Monitoring Committee will include the following members: % 3 Representatives from the SRA ७ 3 representatives from the Assenting FCs. a a धन Page 54 of 96

NCLT, Cuttack Bench in (CP(IB) No. 34/08/2021

PROPOSED IMPLEMENTATION SCHEDULE: [sr | Activity रखे —| 1 | Approval of this Resolution Plan by | Biffective Date the NCLT है 2 | Appointment of the जल 2 days from Biffective Agency under the sole guidance | date a instruction of the Monitoring Committee until the Closing Date _ ३. |Intimation to the Governmental/10 days from =j Authorities, if required in terms of | date the Applicable Law _| Intimation to all stakeholders of 10 days from effective 5 | Execution of material Agreements | 15 days = effective os iving effect to the Plan, ifany | date reece 6 Infusion of equity in the Corporate | 90 days from the Debtor effective date — Replacement of Suspended Board | Immediate on with new Board conclusion of the meeting constituting the monitoring committee, 8 | Payment of CIRP Costs in priority|90 days from : to any other payment under the | effective date Plan "|: Payment to the operational|90 days from the creditors in priority to Financial | effective date Creditors __| 10 | Upfront Payment to the Financial | 90 days irom the Creditors in accordance with the | effective date Plan . 7 Assignment of Debt to RA 90 days from : oe a effectivedate | 12 |Taking over management of the of | meeting constituting the | the Company _ monitoring committee,

| Dissolution of Monitoring | Immediately after final Committee payment by the a | — _ | resolution applicant ASSESSMENT AND OBSERVATIONS: . SCOPE OF ASSESSMENT OF THIS ADJUDICATING AUTHORITY: OF ASSESSMENT OF iS. {UDICATING AUTHORITY: 100. The plan consists of two parts- one is the commercial aspect and the other is the statutorily required compliance aspect. The commercial ५ -7 fe) Page 55 of 96 me

NCLT, Cuttack Bench in aspect of the plan such as its feasibility and viability, the manner of distribution proposed, the order of priority amongst creditors, priority and value of the security interest of a secured creditor has been approved by the CoC by requisite no. of votes as required u/s 30(4) of the code, 101. Hence the assessment of this Adjudicating Authority is limited only to the statutory compliance as required under the code and applicable regulations and the scope of the assessment has been clearly demarcated by the Hon'ble Apex Court in a plethora of judgements. Hence, this Adjudicating Authority is bound by the judgement of the Hon'ble Supreme Court of India in K. Sashidhar vs. Indian Overseas Bank and Ors. reported in (2019) 12 SCC 150: MANU/SC/0189/2019, wherein it is held that: “35. |...] Reverting to Section 30(2), the enquiry to be done is in respect of whether the resolution plan provides: (i) the payment of insolvency resolution process costs in a specified manner in priority to the repayment of other debts of the corporate debtor, (ii) the repayment of the debts of operational creditors in prescribed manner, (iii) the management of the affairs of the corporate debtor, (iv) the implementation and supervision of the resolution plan, (v) does not contravene any of the provisions of the law for the time being in force, (vi) conforms to such other requirements as may be specified by the Board. |...). To wit, the feasibility and viability of the proposed resolution plan and_ including their perceptions about the general capability of the resolution applicant to translate the projected plan into a reality. The resolution applicant may have given projections backed by normative data but_still_in_the opinion of the dissenting financial creditors, it would not be free from being speculative. These aspects are completely within the domain of the financial creditors who are called upon to vote on the resolution plan Under Section 30/4) of the I & 8 Code.” GQ, a Page 56 of 96

NCLT, Cuttack Bench in (Emphasis Added) 102. Further, the Hon'ble Apex Court in Jaypee Kensington Boulevard Apartments Welfare Association and Ors. vs. NBCC (india) Ltd. and Ors. reported in (2022) 1 SCC 401: MANU/SC/0206/2021 at Para 216, has laid down that: | Authority has limited jurisdiction in the matter of approval of a resolution plan, which is well-defined and circumscribed by Sections 30/2) and 31 of the Code. In the adjudicatory process concerning @ resolution plan under IBC, there is no scope for interference with the commercial aspects of the decision of the CoC; and there is no scope for substituting any commercial term of the resolution plan approved by Committee of Creditors. ....” (Emphasis Added) 103. Further, in Committee of Creditors of Essar Steel India Limited vs. Satish Kumar Gupta reported at (2020) 8 SCC 531: MANU/SC/ 1577/2019, the Hon’ble Apex Court has propounded that: “38. This Requlation fleshes out Section 30(4) of the Code, making it clear that ultimately it is the commercial wisdom of the Committee of Creditors which operates to approve what is deemed by a majority of such creditors to be the best resolution plan, which is finally accepted after negotiation of its terms by such Committee with prospective resolution applicants.” (Emphasis Added) 104. Reinforcing the above, the Hon'ble Apex Court in Vallal RCK vs. Siva Industries and Holdings Limited reported in MANU/SC/0753/2022, has held that: “21. This Court has consistently held that the commercial wisdom of the CoC has been given paramount status Qa a Page 87 of 96

NCLT, Cuttack Bench in without any judicial intervention for ensuring completion of the stated processes within the timelines prescribed by the IBC. It has been held that_there is an intrinsic assumption, that financial creditors are fully informed about the viability of the corporate debtor and feasibility of the proposed corporate debtor and feasibility of the sed resolution plan. They act on the basis of thorough examination of the proposed resolution plan _and assessment made by their team of experts.” 70K roux xx “27. This Court has, time and again, emphasized the need for minimal judicial interference by the NCLAT and NCLT in the framework of IBC. We may refer to the recent observation of this Court made in the case of Arun Kumar Jagatramka v. Jindal Steel and Power Limited and Anr, (2021) 7 SCC 474: 95. However, we do take this opportunity to offer व note of caution for NCLT and NCLAT, functioning as the adjudicatory authority and appellate authority under the IBC respectively, from judicially interfering in the framework envisaged under the IBC. As we have noted earlier in the judgment, the IBC was introduced in order to overhaul the insolvency and bankruptcy regime in India. As such, it is a carefully considered and well thought out piece of legislation which sought to shed away the practices of the past. The legislature has also been working hard to ensure that the efficacy of this legislation remains robust by constantly amending it ०, Q-

Page 58 of 96

NCLT, Cuttack Bench in based on its experience. Consequently, the need for judicial intervention or innovation from NCLT and NCLAT should be kept at its bare minimum and should not disturb the foundational principles of the IBC. ....” (Emphasis Added) © COMPLIANCE OF SECTION 30(1) AND 30(2) oF THE 00708: 105. The compliance of Section 30(1) and 30(2) of the Code is given in Para-No. 9 of Form H. The same is being further examined as under: 8 3O(1): Yes, affidavit dated 18.4.2022 declaring cligibility u/s 29 A of the code is filed by Dipti Ranjan Patnaik, the Managing Director of the SRA. The affidavit is almost more than 3 years old but the plan was originally submitted way back in June 2022 a. Sect and as per section 29A the eligibility of an SRA needs to be assessed at the time of the submission of the resolution plan. Hence it is held to be complied. b. Section 30(2)(a): As per Clause 5 and Clause 2.1(b)(i)(a) of Chapter VIII of the Plan the Resolution Applicant undertakes to make payment of the actual CIRP cost incurred and approved by the COC in priority over payments to any other Creditors. ७. Section 30/2)(b) read with Regulation 38(1)(a) and 38(1)(b): The Resolution plan at Clause 5 and Clause 2.1(b)(i)(b) of Chapter VIII of the Plan states that as per assessment of the SRA the liquidation amount is not sufficient to settle the dues of the in cn Page 59 of 96

NCLT, Cuttack Bench in financial creditors and hence as per section 53 the Operational creditors are entitled to NIL amount but the SRA has proposed to Pay Rs. 47,35,298/- as against admitted claims to the tune of Rs 3,73,94,06,091/- and the same will be paid in priority over the financial creditors in compliance with Regulation 38(1)(a). As per Clause 2.2(c)(v) of chapter VIII of the plan, dissenting financial creditors will be paid in priority over the assenting financial creditors in terms with Regulation 38(1)(b) of CIRP regulations. da. Section 30(2)(c) read with Regulation 38(2)(b): 30(2)(c) read with Regulation 38(2)(b): Clauses 4(iii)() and 4(vi) of Chapter-XI of the plan states that the management of the company will be under the control of the Monitoring committee from the Effective date i.e. Plan Approval date i.e. Plan Approval Date till the Closing Date. As per Chapter-X of the Plan and Clause 4{iv) of Chapter- X1 On and from the Closing Date, describes the proposal made for reconstitution of board and change in management personnel of the corporate debtor after successful completion of resolution of insolvency of the corporate debtor. The plan makes adequate measures for smooth transition in management of the corporate debtor post-acquisition. e. Section 30/2)(d) read with Regulation 38(2)(c): '0(2)(d) read with Regulation 38(2) (c): In the Resolution plan at Clause 4 of Chapter XI it has been envisaged that an Implementation and Monitoring Committee comprising 3 (three) Persons of which Resolution Professional- Chairman and two Representatives of the Financial creditors will be constituted without any further action required from the corporate debtor and it will discharge its responsibilities & duties as specified in the plan till the Closing date. The cost incurred for Page 60 of 96

NCLT, Cuttack Bench TA{IB) No.283/CB/2023 in the functioning of the monitoring committee and effective implementation of the plan shall be met by the accruals of the corporate debtor and if in case it falls short, the deficit shall be borne by the SRA. 4. Section 30(2)(e): The SRA at Clause 5 of Chapter XV of the Plan states that the plan does not contravene any provisions of law for the time being in force and is in compliance with the Code. The applicant has also in Para 4, Clause (i) of Form H has also certified that the Resolution Plan does not contravene any of the provisions of the law for the time being in force. g- Compliance u/s 30(2)(f): i, Compliance u/s 29A: Yes, affidavit dated 18.4.2022 declaring eligibility u/s 29 A of the code is filed by Dipti Ranjan Patnaik, the Managing Director of the SRA. The affidavit is almost more than 3 years old but the plan was originally submitted way back in June 2022 and as per section 29A the eligibility of an SRA needs to be assessed at the time of the submission of the resolution plan. Hence it is held to be complied. ii, Compliance under Regulation 35A: It is stated by the applicant at Para 14A of Form-H that the applicant had failed to abide by the timeline as required under Regulation 35A but the RP has stated that two applications in respect of avoidable Transactions i.e. IA(IB) No. 243/CB/2022 and IA(IB) No, 244/CB/2022 have been filed before the Adjudicating Authority is currently pending and at Clause 4(ix) of Chapter XI the Plan that applications Se 24 — Page 61 of 96

NCLT, Cuttack Bench in have already been filed before the Tribunal and is sub judice and the same shall be pursued by the SRA. iii, Compliance under Regulation 37- (a) to (m): In regard to Clause (a) and (b) of Regulation 37 it is proposed at Clause 4 (ii) and (iii) of Chapter XIII of the plan that the SRA, will undertake sale of non-core assets of the corporate debtor on prior payment of sale value of such assets to the security holders and release of any charge encumbrance or lien on such assets for completion of the transaction and also sell all non-core assets of the corporate debtor which are damaged, obsolete and in scrap condition ‘The plan proposes a complete capital restructuring of the company but as specified under Regulation 37(ba) there is no proposal for any amalgamation/merger/ demerger which forms an integral/ne SRA essary part of the plan proposed by the In regard to Regulation 37(c), the plan at Clause 3 of Chapter VIII states that the SRA shall replace the Existing Promoter and accordingly, shareholding of OCML shall only be treated as Promoter Shareholding and OCML (including the nominees and assigns) shall constitute the Promoter Group for the Corporate Debtor. In regard to Regulation 37(ca) , the plan does not propose any cancellation and delisting proposed under the Resolution Plan, However, at the Trading of shares shall be suspended for a period of Six months from the effective date ‘The Resolution Plan in regard to Regulation 37(d) proposes assignment of the entire debt to the SRA. Hence, the entire security interest shall be transferred to the assignee. Page 62 of 96

NCLT, Cuttack Bench in शाह] No. 34/08/2021 The debts of various categories of creditors are proposed to be settled, restructured / waived as provided under this Resolution Plan as per Regulation 37(e). ‘The resolution amount proposed by the RA shall result in partial recovery of the dues of the creditors as detailed in the financial plan as per Regulation 3701. ‘The Resolution Plan Proposes assignment of the entire Debt to RA. Hence there are no changes proposed at this stage in the terms of the Debt due from the Corporate Debtor as per Regulation 37(g) The Memorandum and Article of association of the CD are proposed to be amended without further reference to the board of directors or the shareholders of the corporate debtors as per Regulation 37(h). ‘The resolution plan in consonance with Regulation 37(i) at Clause 1 of Chapter XI proposes issuance of 30,00,000 of equity shares of INR 10/ each amount to INR 3,00,00,000 (Indian Rupees Three Crore) by way of cash contribution towards resolution amount and proposes that the unsustainable debt to the tune of Rs. 46,75,44,74,001.00 shall be treated as unsustainable Debt and shall be converted into equity shares of 7,50,00,000 nos. equity shares (face value of INR 10 each) with a premium of INR 613.39 per share. No proposition has been in respect with Regulation 37()). The plan proposes to upgrade the equipment and technology of the corporate debtor and a provision to that effect is made at Clause 2.1 (C) of chapter - VIII of the plan in accordance with Regulation 37(k). gq Page 63 of 96

NCLT, Cuttack Bench in In regard to obtaining necessary approvals from concerned government authorities s specified in Regulation 371] the SRA in the plan has undertaken to obtain necessary approvals from the respective authorities and renew any sanctioned, permission, regulatory approval that may have expired in the Interim period on the basis of certified copies of the Resolution plan approved by this Adjudicating Authority. In regard to Regulation 37(m) this plan is submitted by a single resolution applicant hence there is no proposition of sale of assets of the CD to different resolution applicants and furthermore the resolution plan proposes to take over the entire corporate debtor as going concern. So, sales of one or more assets do not arise barring the sale of non-core assets that is already stated above. iv, Compliance under Regulation 38(1A): ‘The plan at Clause 16 of Chapter XIII states that the plan has dealt with interests of all the stakeholders of the corporate debtor and a holistic perusal of the plan indicates that the plan has addressed the interests of various stakeholders their outstanding claims and the impact the plan will have on their interests/relationship with the corporate debtor. v. Compliance under Regulation 38(1B): ‘The SRA at Clause 5 of Chapter XV of the Plan states that it or its related parties have never failed to implement or contribute to the failure of implementation of any other resolution plan approved by the Adjudicating Authority at a any time in the past under the code. 7 Page 64 of 96

NCLT, Cuttack Bench in vi. Compliance under Regulation 38(2)(a): As per Clause-1 of Chapter -XI of the plan the term of the plan will continue till such time the dues of the creditors are completely paid off as per the financial proposal roposal made at Chapter VIII of the plan. It is also noted that in the introductory paragraph in Chapter-Xll of the plan it is stated that the term of the plan shall be 90 days from the effective date or until all payments contemplated in the contemplated in the plan are made, whichever is earlier. Hence upon conjoint reading of both the clauses of the plan it is imperative that the upper limit of the implementation implementation period as per the plan is 90 days from the effective date effective date vii. Compliance under Regulation 38(2)(b)&{c): Yes complied as observed above viii, Compliance under Regulation 38(2)(d): ‘The SRA in its plan at Clause 4{ix) of Chapter-VIII has clearly stated that any proceeds arising out of the pending proceedings in relation to avoidable transactions shall be the assets of the CD only and will not be shared with any creditors. ix, Compliance under Regulation 38(3)- (a) to (०): The Plan at Clause 2 of Chapter VII, in compliance with Regulation 38(3)(a) analyses the weakness of the company and the reason for the default and also elaborates on the strength and opportunities to turn around the economic & financial prospects of the corporate debtor. Regarding the feasibility and viability of the plan, the RP has stated that the plan is feasible and viable and even the G7 Fen Page 65 of 96

NCLT, Cuttack Bench in CoC in its minutes has recorded their satisfaction about the feasibility and viability of the plan. ‘The plan in Chapter XI has elaborated on the modality and timeline of the implem implementation of the plan in compliance with Regulation 38(3)(c). In respect to Regulation 38(3)(d), the SRA in Clause 2 of Chapter XI of the plan has stated that as per the code and accompanying circular of MCA there is no requirement of any separate approvals required under the Companies Act, 2013 in regard to the capital restructuring, which forms an integral part of the plan and hence no timeline is specified. ‘There is no timeline specified for seeking approval from Competition Commission of India as the SRA. falls under the category of ‘de minimis exemption’ and hence there there is no requirement of any approval from the CCI the CCI in respect of the acquisition. ‘The SRA in the plan has stated that it will list the new equity shares within 60 days of payment. The SRA has sought waiver in regard to the compliances/approvals required from SEBI as required for listing its new shares. Hence no timeline is proposed for secking approval from SEBI and the Stock exchanges. The_aspect regarding waiver sought by the SRA 18 dealt separately in the later part of this order In compliance with Regulation 38(3)(e) the SRA in the plan has given a detailed overview regarding its financial worthiness, its experience in turning around stressed assets and provided information about SRA’s Key managerial personnel to demonstrate their deep experience US Page 66 of 96 7

NCLT, Cuttack Bench in in managing different kinds of businesses other than just the SRA. The SRA has also provided a detailed financial and business plan which it seeks to undertake to turnaround the health of the corporate debtor. h. Compliance under Regulation 39(1)(c): As per the requirement of Regulation 39(1)(c) the SRA at Clause 13 of Chapter XV has undertaken that that every information and records provided in connection with or in the Resolution Plan is true and correct and discovery of any false information and record at any time will render the applicant ineligible, forfeit the Earnest Money, and attract penal action under the IBC. A separate undertaking to that effect is also attached with the plan document as Annexure-D. i. Compliance under Regulation 38(4): As per the requirement of Regulation 39(4) of the CIRP Regulations for submission performance security as required under regulation 368 , it is stated in Form- H by the RP that the SRA has provided a Performance Bank Guarantee to the tune of Rs.18,00,00,00/- but the RP has not filed the same with this present application and hence the same cannot be verified by this Adjudicating Authority. Furthermore, it is also noted that at per Clause L9 of RFRP, the SRA is required to provide unconditional irrevocable Bank Guarantee to the tune of 10% of the Resolution Amount, and as already noted the resolution amount proposed is Rs.218.17 Crores and 10% of which Rs. 21.80 Crores. Hence, it is not complied with in its entirety. Ean i i Page 67 of 96

NCLT, Cuttack Bench in Furthermore, the plan was not submitted within the stipulated timeline as required under Regulation as the CIRP period ended on 08.01.2023 and this plan in its original form was filed before this adjudication authority on 06.01.2023 but the delay stands condoned. © RELIEFS, WAIVERS AND CONCESSIONS SOUGHT IN THE PLAN: 106. We have perused the reliefs, waivers and concessions as sought in the Resolution Plan. It is observed that that the SRA has devoted a specific chapter i.e, Chapter XIV in the plan which enumerated the Reliefs and Concessions sought by the SRA and there are certain reliefs and concessions that do not form of Chapter XIV but forms part of the plan being proposed in other parts of the plan. This Adjudicating Authority has the power to grant only such reliefs, waivers and concessions that are directly in tune with the 1&B Code and the Companies Act (within the powers of the NCLT). The reliefs, waivers and concessions that pertain to other governmental authorities/ departments may be dealt with by the respective competent authorities/forums/offices, Government or Semi-Government of the State or Central Government concerning the respective reliefs, waivers and concessions, whenever sought for, The competent authorities including the Appellate authorities may consider granting such reliefs, waivers and concessions keeping in view the spirit of the 1&B Code, 2016 and the Companies Act, 2013. 107. The Resolution plan seeks certain reliefs, waivers, and concessions for implementation of the resolution plan. It is stated in the plan the denial of the reliefs, waiver or concession sought in the plan shall not affect the implementation of the plan, whatsoever. In the interest of brevity, the reliefs, waivers, and concessions sought in Chapter XIII of the Plan and the direction of the Adjudicating Authority in respect of such are enumerated hereinbelow: q Page 68 of 96

NCLT, Cuttack Bench in ज्ञ Reliefs, Waivers and Concessions Directions no. | Sought in Chapter XIII of the Plan thereto ay [Resolution Applicant has first submitied | a | the Resolution Plan on ‘and May, 2022] Not Granted | which is sub judice for a period of last two |In case this is | | years changing the business dynamics ४३ imperative to | most of the Pre-Qualification eligibility | ensure quicker | have lapsed during these two years. | revival of the | | Upon approval of the Resolution Plan, the corporate debtor Pre-Qualification criteria and other |“ Separate, Eligibility norms as existing on March application may | 31, 2022 shall be continued for future be: Sled: fy: tie | bidding of the projects by the 8A. which ehall | Corporate Debtor {bes batt Sas es | | merits. (2. (The Corporate Debtor and the + Resolution Applicant (as_ its shareholder) shall be entitled to modify | Granted to the contracts which: extent 1] are entered into with parties prior to Daruisaible | the Insolvency Commencement Date, eit SR! पड | aa and other | | applicable acts, ii) impose onerous conditions hindering | ,.,jcs, and the resolution process / turn around | regulations. process, day-to-day operations for the Corporate Debtor; 3, [Resolution Applicant and the | —_ Corporate Debtor after the आंध्एलआओप | Mate tH: अंडे | acquisition by the Resolution Applicant कक | sat not be responsible for any | Permissible ox Page 69 of 96

NCLT, Cuttack Bench in — | | defaults for the period prior to nee oon | date any nature under any law as may be applicable from time to time including but not limited to ED/ RBI / SFIO/ CBI/ CVC/ PMLA/ FEMA/ FERA, customs, | excise, Value Added Tax, Goods & Service Tax, Service tax, Central Sales Tax/ Octroi, Property Tax/ ROC/RD and any other law/ enforcement agencies even if not mentioned here. under Section 32-A of the Code. ‘The unit of the CD is to be treated as |New Enterprise and all the benefits accrued to a new enterprise in terms of the various Central Government Policies including but not limited to Direct and Indirect Taxation policy etc. shall also be available to the CD. किक be decided | Appropriate Authority Reliefs and concessions from NCLT and from the other relevant government authorities- * In terms of the third proviso to Sec.79 of the Income Tax Act, 1961, the resolution applicant is not required to comply with the provisions of Sec. 79 for carry forward and set off loss of the corporate debtors. Reasonable opportunity of being heard may be provided to a Jurisdictional Principal Not Granted Page 70 of 96

NCLT, Cuttack Bench in Commissioner or ampere है | of Income Tax as required under | the said provisions of the IT Act. |

Allow setting off losses and Granted to the

unabsorbed depreciation for the | extent purpose of computation of book | permissible profit as permitted under section | under IBC,2016 115gB of Income Tax Act, 1961. | भाव Income Tax Act,1963.

Exemption from any tax liability | This is for CBDT arising due to implementation of | and concerned the Resolution Plan both in | Income ‘Tax computing total income under the | Authorities to | normal provisions of the IT Act and | decide subject to in the computation of book profit | the provisions of u/s 115JB of the IT Act. Income Tax Act, 1961 and | | keeping in mind | | the objective of IBC,2016. « Allow filing return of income | This is for CBDT | | and/or revised return of income, | and — concerned for the Assessment Years prior to | Income Tax the Effective Date, Authorities to Ifthe said returns have not | decide subject to | been filed within the due| the provisions of | | date of filing the said | Income Tax Act, ः 1961 and | return Page 71 of 96

NCLT, Cuttack Bench in शाह] No. 34/08/2021

Have been filed on the basis of _ financial statements prepared by the Corporate Debtor in violation of the provisions of Sec. 129 and Sec. 134 of the Companies Act, 2013. An order approving the Resolution Plan shall be a deemed order for disposal of all appeals pending before the Commissioner of Income Tax, (Appeal) without any liability. | Reasonable opportunity of being heard may be provided to the Commissioner of Income Tax (Appeal) as required under the Law. Any Income Tax refund receivable by the Company from the Income Tax department on account of the return of income previously filed by the Company shall be available to the Company without any adjustment of past liabilities. The brought forward Business Loss as on the Effective Date shall be deemed to be the Business Loss for the previous | keeping in mind | the objective of IBC,2016. Not Granted Not Granted Not Granted Page 72 of 96

NCLT, Cuttack Bench in year in which the Effective Date falls. “Waiver of any imei sal Minimum Alternate Tax (MAT) liability or consequences (including interest, fine, penalty, etc.) on CD,, Resolution Applicant and its shareholders on account of various steps as proposed in the Resolution Plan, including but not limited to liabilities if any under Section 41(1), Section 56, Section 43, Section 43 B, Section 28, Section 115 JB and Section 79 of the Income-tax Act, 1961, including, without limitation waiver of MAT and income tax implication arising due to write back/write off of liabilities in the books of accounts of CD without any impact on brought forward tax and book loss/ depreciation, pursuant to this Resolution Plan, Not Granted ‘Any requirements to obtain waivers from any Tax Authorities including in terms of section 79 of the IT Act is deemed to have been granted upon approval of this Resolution Plan on the Closing Date. Without pi judice to the other provisions | of the Resolution Plan, it is prayed that | कर Taxes which may arise for ole Not Granted This is for CBDT and appropriate tax authorities to decide. oo eerie prior to the Effective Date or Page 73 of 96

rc NCLT, Cuttack Bench in | pursuant to implementation of this Resolution Plan | (including but not limited to Tax under Sections 56, 41(1) and 28 of the IT Act upon settlement of Creditors implementation of this Plan) the Resolution Applicant or the Corporate Financial and Operational pursuant to Resolution either on Debtor and/or its successors or any other Person who is likely to be impacted due to the implementation of this Resolution Plan shall be waived and shall stand extinguished, as such ‘Taxes and duties, if required to be paid, unabsorbed depreciation will render the Resolution Plan unviable. Additionally, any write-offs shall be allowed as a tax deduction in the year of such ll हा or impacting any business losses and | T ‘The CBDT, relevant Tax authorities and its enforcing officers and/or agencies {including but not limited to the Assessing Officer, Commissioner of Income Tax, Commissioner of Income Tax (Appeals) and Income Tax Appellate Tribunal) to: (i) mot void the contemplated under this Plan under transactions Section 281 of the Income Tax Act, yen This is for . and appropriate tax authorities to decide Income Act, 1961. as per Tax 5 a Page 74 of 96

NCLT, Cuttack Bench in | ज्ञा exempt the Resolution Applicant | from any liability pursuant to Section 170 of the Income Tax Act, 1961; and | | (ii) not initiate any prosecution proceedings against the new | management of the Corporate Debtor for the non-compliance with the provisions of | [छा Act for the period before the | Effective Date; | | | (iv) condone the delay in filing any | | compliances / returns during the period | from ICT till Effective Date. |The Central Board of Excise and | | Customs to not void the transactions contemplated under this Plan under Section 81 of the Central Goods and Service Tax Act, 2017 and not impose any successor liability on the Resolution | Applicant and the Company. 10. The CBDT to allow the Corporate | This is for CBDT Debtor to enjoy and avail in future any | and appropriate ‘Tax Benefits, deductions, exemptions | tax authorities to | as per the relevant provisions of the | decide i} Applicable Law which the Corporate Debtor was entitled to as on the Effective Date for the balance period as per the relevant provisions of the | | Applicable Law. a Page 75 of 96

NCLT, Cuttack Bench in CP{IB) No. 34/08/2021 faz | Any approvals that may be ‘equired | Not Granted. — from Governmental _ Authorities | Necessary | (including tax authorities) in | applications shall connection with the implementation of| be made before [७० Resolution Plan including on | appropriate | account of change in ownership/ | authorities. | control of CD shall be deemed to have | | been granted on the Effective Date ‘72. The Corporate Debtor & “Resoluti | | applicant be allowed to re-build the extent Granted to the | | Wuman Capital as per the requirement permissible | जि¬म्मा any obligations. under the code and applicable Laws. fas. [ai Government Authorities to waive This is to be the Non-Compliances of the Corporate| decided by the Debtor prior to the effective date; concerned departments | keeping in view the objectives of |__| IBC, 2016. 14. |Postacquisition of CD, the new ‘Granted to the management shall require 12 months | extent | for appointment of Auditors, Company | permissible Secretary, and other Statutory | under the Code Compliances. and other ‘The SRA should therefore be allowed 12 | applicable laws. months’ time from the effective date to comply with all statutory approval and | Q — A Page 76 of 96

| requirements to filing of Balance Sheet, without i charges, penalties, interest, etc. 18. [Since the Successful — —_— This Applicant has been provided with limited information in relation to the Business Permits and their current status, it is probable that certain of the Business Permits / Statutory Approvals of the Corporate Debtor have lapsed, | expired, suspended, cancelled, revoked or terminated or the Corporate Debtor has | Non-Compliances in relation thereto. ‘Accordingly, all Government Authorities | (i) to provide reasonable time period of at least 12 months after the effective |Date in order to enable Resolution Applicant to assess the status of these Business Permits/Statutory Approvals and ensure that the Corporate Debtor is compliant with the terms of such | Business Permits / Statutory Approvals and Applicable Law | (i) should not initiate any investigations, actions, or proceedings in relation to such Non-Complianees, Q- Page 77 of 96 including but not limited] NCLT, Cuttack Bench in is to be decided by the appropriate government Authority. |

NCLT, Cuttack Bench in (iii) should cooperate with the CD dtol renew/ obtain for such permits/approvals, (iv) permit the Resolution Applicant to continue to operate the business of the Corporate Debtor pending such permits / approvals at least till a period of 12 months from the Effective Date and {v) not to charge any charges, penalty, interest, ctc. till the time such Permits/ Approvals are received. The Resolution Applicant shall, pursuant to approval of the resolution plan by | the Adjudicating Authority obtain the necessary approvals required under | any law for the time being in force within a period of one year from the date of such approval or within such period as provided for in such law, whichever is later, 16. | Neither the Resolution Applicant, nor any | Granted to . of its Affiliates or connected persons, will | extent be disqualified from or considered permissible ineligible under the Code for proposing | under IBC,2016 and/or implementing a plan in relation to the insolvency resolution of any Person (other than the Corporate Debtor), merely on account of the Page 78 of 96

Any other charge created, if any, | To be dec NCLT, Cuttack Bench in implementation of this Plan by y the| Resolution Applicant; liv is assumed from the effective Date, all | accounts of the Corporate Debtor shall stand regularized and their Asset Classification is "Standard" for the purpose of Applicable RBI Laws. ‘RBI shall decide | as per applicable laws and keeping in view the objective of IBC. "On Discharge of all the liabilities ab secured financial creditors, all the charges registered with ROC to be satisfied. To be decided a| the Concerned authority be keeping in view the objectives of registered with ROC which may not 9० | the part of the claim admitted shall be satisfied by the ROC by virtue of this | NCLT Order. the Concerned authority be keeping in view the objectives of oem

The Central Board of Direct Taxes to i) not void or take any other actions | with respect to the transactions contemplated under this Plan under Section 281 of the IT Act ii) exempt the Resolution Applicant | from any liability pursuant to Sections 56 and 170 of the IT Act ; and iii) not levy any Tax (including __ minimum alternate tax) arising as a Page 79 of 96 Not Granted

NCLT, Cuttack Bench in "[result of giving effect to, or otherwise in relation to, the Plan, in the hands of Corporate Debtor or the Resolution Applicant. The Central Board of Excise and Customs to not void or take any other actions with respect to the | transactions contemplated under this Plan (including the Merger and the sale of | Collateral) under Section 81 of the Central Goods and Services Tax Act, 2017 and not to impose any successor | | Hability on the Resolution Applicant and the Corporate Debtor; 21. |Neither the Resolution Applicant nor ‘ned to “i CD, nor their respective directors, extent officers and employees appointed as on | permissible or after the Effective Date shall be | under section 32- liable for any violations, liabilities, |A of IBC,2016 penalties, interests on statutory | and other | payments and/ or fines with respect to| applicable laws or pursuant to any order of any|and the jovernmental Authority or on account of | judgment of non-compliance of Applicable Laws by | Hon'ble = Apex CD or due to CD not having in place |Court in Ajay requisite approvals and licences | Kumar | (excluding the Pollution Control Board | Radheyshyam approval for which the necessary steps | Goenka vs. Tourism Finance हु Page 80 of 96

NCLT, Cuttack Bench in | —Jwill be taken by RA) to undertake its | Corporation of| business as per Applicable Law. India Ltd. 22. | All Government Authorities (including To be decided by the RBI) to grant any relief, concession | the — Concerned or dispensation as may be required for | authority be Implementation of the transactions | keeping in view | contemplated under the Plan in| the objectives of accordance with Its term and al IBC,2016. 23. The jurisdictional Registrar of] Granted Companies to take on record the plan approved by Hon'ble NCLT 24. Approval of the plan shall be =|" approval for dispense with the meetings of Shareholders to increase the authorized share capital of the company from INR 40,00,00,000.00 (Rupees Forty Crores) divided into 4,00,00,000 equity shares to INR 110,00,00,000,00 (Rupees One Hundred Ten Crores Only) consisting of 11,00,00,000 no of Equity Shares, 25. Approval of the plan shall be deemed | pproval for dispense with the meeting of Shareholders and/or creditors for change of name of the company. RA hall file the necessary forms with the OC / stock exchanges to give effect of {the above said name change a7 Page 81 of 96

NCLT, Cuttack Bench in 26. |Approval of the plan shall be the | No Not Granted. | To be applied for | deemed approval for dispense with the hi meetings of Shareholders and | रवि°वार: Creditors in a Scheme of Arrangement filed with one year from the effective date to merge the CD with the RA 27. ‘All Designated Authorized Dealer Category Banks to grant any approval fee as or dispensation as may be required for | permissible actions contemplated under the Plan in | under IBC,2016 accordance with its terms and conditions 28. There might be certain litigations/ | Granted to ie proceedings against the CD regarding the | extent as | CD may have conducted its business in | permissible breach of certain applicable laws; and an| under the code adverse outcome of such proceedings | and the judgment would interrupt the business of the CD as| of the Hon'ble a going concern. Apex Court in Ghansyam Mishra Vv Edelweiss ARC Accordingly, all such proceedings should be extinguished / dropped immediately on approval of the Plan by the Adjudicating Authority. 29. |All domain names, servers, being Granted currently used by the CD shall continue to be available for use by the CD. 30. There is no adverse effect on the rights “Granted ~ of the CD over its immovable | properties. tla By i Page 82 of 96

NCLT, Cuttack Bench in 31, | Upon approval of this Resolution हलक | by NCLT, the rights of any person (whether exercisable now or in the future), either directly or indirectly, and whether contingent or not, to call for the allotment, issue, sale or transfer of | shares of the CD or whether through | any exchange or otherwise, shall stand unconditionally and _ irrevocably | extinguished. All employee stock options shall stand extinguished. Granted to the | extent as permissible under IBC and applicable Laws authorities to waive penalties = व non- registration and inadequate or non- stamping of documents executed by the Corporate Debtor. 32. | All concerned state revenue or stamp | Not Granted | d (कि. हक Bape and Authorities, including but not limited to Government/ Semi-Government / PSUs/ —Non- | | Government/ Research & Development Centers /Subsidiaries/Division/Zones/ | Workshop/ Sheds or any other entities not mentioned here, shall allow the | (Corporate Debtor to submit their offers/ Proposal/ tenders etc., for the | | period of 3 (three) years from the effective date, without insisting for the “details on past revenue, profitability Granted to the extent as permissible under IBC and applicable Laws. Jen ¥ Page 83 of 96

NCLT, Cuttack Bench “Trecords, net worth and supply and| performance records or any other credentials, as Resolution Applicant will be starting the business for the | Products of the Corporate Debtor afresh as there had been discontinuity in the business for past few years. 34. All Government Authorities to waive al Non-Compliance of the Corporate Debtor prior to the effective date To be decided by the Concerned authority be keeping in ‘ the objectives of IBC,2016. 35. Resolution Applicants shall not be liable and will be kept indemnified financially or otherwise against any of the negative impact / observation/ findings of Forensic Audit and/or transaction audit. Further neither the Corporate Debtor nor any member of the New Promoters or New Promoters group shall be made party to any of the legal cases arising out of such forensic audit, 36. | Waiver from the levy of stamp duty and fees by the stamp authorities and Ministry of Corporate Affairs, applicable in relation to this Resolution Plan and its Qs Page 84 of 96 Granted to the extent as permissible under IBC and applicable Laws. ~ Not Granted

NCLT, Cuttack Bench in | "implementation, including an increase of authorized capital and issuance of Equity Shares to Successful Resolution Applicant. 37. Waiver from the levy of stamp duty and “Not Granted — | fees by the stamp authorities and Industrial Development Co Ltd, | applicable in relation to transfer of Land | of the IDCO plot no- 38, Sector A, Zone -D, Mancheswar Industrial Estate, | Rasulgarh, Bhubanesawar. 38. ५. €D and the Resolution Applicant shall | Not Granted be granted an exemption from all taxes, | levies, fees, transfer charges, transfer premiums, and surcharges that arise from or relate to implementation of the Resolution Plan, since payment of these amounts may make the Resolution Plan unviable. {awe Any requirements to obtain reliefs/ | Not Granted _ exemptions/ waivers from any Tax | authorities including in terms of | | sections 170 and 281 of the Income- tax Act is deemed to have granted upon approval of this Resolution Plan on the | | effective date. Il be deemed | Granted to the approval for change of existing extent as | Approval of this plan shi permissible Page 85 of 96

NCLT, Cuttack Bench in reholding into promoters — shareholding 8 Bahia [ander IBC and | applicable 7 ‘approval of the structure control acquisition proposed under Resolution Plan. हल्ला of this plan shall be deemed Granted the 42. | Approval of this plan shall be deemed | Plan approval for conversion of debt into equity as proposed under the Resolution Granted to the} extent as permissible under IBC and applicable Laws 108. The various waiver, reliefs and concessions sought by the SRA which does not form part of Chapter XIII of the plan and the orders thereto are as follows: Relief, Waiver and Concession Sought

=| thereto — sought from compliance with SEBI rules and regulations in Chapter VIII |of the discussed in Para 61 of this order TRelief sought in adjustment of write offs in plan and which is regard to Chapter शा of the plan का which is discussed in Para 65 of this order Not Granted. Necessary shall be appropriate authorities. application | made to Not Granted. Necessary | application shall be made to appropriate authorities. Waivers/Approvais sought at Clause 2 of Chapter XI in regard the proposed _ capital Granted to the extent it is permissible under the Page 86 of 96

NCLT, Cuttack Bench in शाह) No. 34/08/2021 restructuring and discussed at —_ and Companies Act, Para 68 to 71 of this order. 2013 | Relief/ waiver sought in relation | Not Granted. to the proposed future merger | which is not an integral part of the plan as discussed at Para 72 of this order 5 | Waivers/Reliefs sought =! This is for CBDT and discussed at para 80 of this order | tT appmmpdete authorities to decide ee हल ih imitid’ the objective of IBC. a Reliefs sought in regard to|Granted to the extent permissible under section 32-A of the Code and the pending litigation — and discussed at Para 93 of this order judgment of Hon'ble Apex Court in Ajay Kumar Radheyshyam Goenka vs. Tourism Finance Corporation of India Ltd. SUB-JUDICE APPLICATIONS BEFORE THIS _ADJUDICATIN ADJUDICATING AUTHORITY FILED BY OR AGAINST THE CORPORATE DEBTOR: 109. During preparation of this order, it was observed that multiple interlocutory applications either filed against the Corporate Debtor or by the Corporate Debtor (through the RP i.e. the present Applicant) are pending before this Adjudicating Authority in relation to the main हिल Page 87 of 96

NCLT, Cuttack Bench (CP(IB) No. 34/08/2021 petition ie. C.P (IB) No.34/CB/2021. The list of pending interlocutory applications are as follows: Sl Case No. Parties Prayer No —

TA(IB) No. Uday Narayan The application seeks to reverse ‘and 243/९8/2 Mitra void several “undervalued 2: 's transactions’ made by the Corporate Debtor and its former management. Infrasol हे सजी Pet, |THE Resolution Professional is Lid & Others Tequesting that the Tribunal declare these transactions as undervalued and direct the responsible parties to return the funds to the Corporate Debtor's accounts. 2. IAUB)No. Uday Narayan The application seeks to reverse or Kapilash 244/CB/ Mitra restitute preferential and 2022 va undervalued transactions that were North West identified in a transaction audit Sales & के है Mackcting Teport. ‘The transactions involve Limited & several related parties and suspended Others directors of the company. The application was filed on August 25, 2022, following approval from the Committee of Creditors. 3. IA(B)No. Uday Narayan This is an application filed by Uday 260/CB/ Mitra Narayan Mitra, the Resolution 2022 pean Sane Prolessional for ARSS Infrastructure ssistan| Assistant | Projects Limited, a Corporate Debtor, छत पी Cpe Against the Assistant Director of Bengaluru’ Income Tax, CPC, Bengaluru कै Anr.. The case concerns the _ illegal appropriation of a tax refund of 25,57,97,680 by the Income Tax Department. The refund was due to the Corporate Debtor for the Assessment Year 2021-22, but the department adjusted the entire amount against outstanding demands from a period prior to the commencement of the Corporate Insolvency Resolution Process (CIRP). ‘The applicant contends that this 1 g Page 88 of 96

IA(LB.C)/ Uday Narayan 207/CB/ Mitra 2023 Vs Jaipur Development Authority 5. IA(LB.C)/ Uday Narayan 203/CB/ Mitra 2023 Vs Jaipur Development Authority NCLT, Cuttack Bench in action is a violation of the moratorium imposed under Section 14 of the Insolvency and Bankruptcy Code, 2016 ‘The applicant seeks an order directing the respondents to refund the amount of 25,57,97,680 to the Corporate Debtor's account. Application filed by Uday Narayan Mitra, the Resolution Professional for ARSS Infrastructure Projects Limited {the Corporate Debtor), against the Jaipur Development Authority (Respondent), The Corporate Debtor was declared the L-1 bidder for a tender invited by the Jaipur Development Authority. However, following the initiation of the Corporate Insolvency Resolution Process (CIRP) against the Corporate Debtor on November 30, 2021, the company withdrew its _ bid. Subsequently, the Jaipur Development Authority forfeited the bid security of Rs. 3,00,00,000 and debarred the company from participating in future bids for six months. ‘The applicant seeks to set aside the order of the Respondent dated June 6, 2023. ‘The applicant is Uday Narayan Mitra, the Resolution Professional of ARSS Infrastructure Projects Ltd., and the respondent is the Jaipur Development ‘Authority (JDA), The case concerns an application filed by the Resolution Professional to challenge the JDA's decision to forfeit a bid security of Rs. 3,00,00,000 and debar the Corporate Debtor from participating in future bids for six months. The Corporate Debtor had withdrawn its bid after the gy Page 89 of 96

NCLT, Cuttack Bench in initiation of the Corporate Insolvency Resolution Process (CIRP} on November 30, 2021, argui that its insolvency disqualified it from participating in the tender. ‘The applicant is seeking to set aside the JDA's order dated June 6, 2023. 6. IA(1B) No. Uday Narayan Uday Narayan Mitra, the Resolution 209/CB/ Mitra Professional for ARSS Infrastructure 2024 i ite’, Projects Ltd., has filed an application rei Equipment against SRE! Equipment Finance Ltd, Finance Ltd. & Ors, as respondents. The application secks details on the status of 13 arbitration claims, collectively valued at approximately Rs. 1071.22 crores, which were assigned by the Corporate Debtor to Respondent No. 1 via an Assignment Deed dated March 29, 2017. The Assignment Deed was terminated by the respondent on June 15, 2019, which led to the revival of the corporate debtor's loans. Since the claims of the respondents have been admitted by the applicant, the receivables from these arbitration "claims should be remitted back to the Corporate Debtor, as they are considered part of its assets. ‘The applicant secks an order directing Respondent No. 1 to provide the details and status of the Arbitration Claims listed under ANNEXURE-C in ‘a timely manner. 7. IVN(B) J. Sathya This is an application filed by J. No. Kumar Sathya Kumar, a proposed intervener, 4/CB/20 Vs before the National Company Law a State Bank OF tyibunal (NCLT) in Cuttack. J. Sathya aes Kumar, who is a decree holder in three different suits against. ARSS | Infrastructure Projects Limited, seeks to be impleaded as a necessary party in the Corporate _ Insolvency Resolution Process (CIRP). His Se एप Page 90 ०96

IVN(IB) No. 1/CB/20 25 Kalpatara Pal Vs ARSS Infrastructure Projects Limited NCLT, Cuttack Bench in execution proceedings were dropped alter ARSS Infrastructure Projects Limited informed the court that it was under a moratorium due to the pending CIRP. ‘The applicant seeks to intervene in the Company Proceeding (IB) No. 34/CB/2021 as a necessary party. M/s Kalpataru Pal, a contractor and supplier, has filed an intervention petition against ARSS Infrastructure Project Ltd. and State Bank of India before the National Company Law Tribunal, Cuttack Bench. Kalpataru Pal claims that ARSS Infrastructure Projects Ltd. has an outstanding bill amount of Rs. 35,46,290.00 for soil supply work orders from 2017 and 2018. The intervener was unable to submit his claim to the liquidator, Miss Payal Agrawal, by the May 19, 2023 deadline due to a serious illness from which he was suffering between May 10, 2023 and December 24, 2023. He is requesting that the tribunal condone the delay in filing his claim. ‘The applicant seeks an order directing the Corporate Debtor, through the liquidator, to pay the balance bill amount of Rs. 35,46,290 to the intervener. Page 91 of 96

NCLT, Cuttack Bench in 9, IA(1B) No. Assistant An application was filed by the 145/CB/ Commissioner Assistant Commissioner of Income 2028 ofIncome Tax ‘Tax, Central Circle-1, Bhubaneswar Silay — against Mr. Udaya Narayan Mitra, the titra Resolution Professional, before the National Company Law Tribunal (NCLT) in Cuttack. The application, filed under Section 60(5) of the Insolvency & Bankruptcy Code, 2016, sought the condonation of a 238-day delay in filing a claim for an operational == debt. «of, Rs. 1,95,02,32,461/- against ARSS Infrastructure Projects Limited. The Resolution Professional had rejected the claim because it was not submitted within the 90-day period from the insolvency commencement date and was not in the prescribed format. ‘The applicant prays to pass an order condoning the 238-day delay in filing the claim. 110, Upon perusal of the pending interlocutory applications, it is noted that IA(IB) No.243/CB/2022 and 1418) No.244/CB/2022 pertains to PUFE transactions identified by the RP and as an established principle of law as per Tata Steel BSL Vs Venus Recruiters reported at 2023/DHC/000257 that the pendency of such applications is no bar to the approval of a resolution plan and the same will be pursued by the SRA as stated in the plan 111. IA(B) No. 260/CB/2022, IA(IB) No. 207/CB/2023, IA (IB) No. 203/CB/2023 and IA(IB) No, 209/CB/2024 are applications filed by the Resolution Professional in the interest of the CD and the outcome of these applications will not depreciate the assets of the corporate Q- s. Page 92 of 96

NCLT, Cuttack Bench in debtor or hinder in the implementation of the resolution plan and hence the same can continue even after the approval of the resolution plan 112. IVN(IB) No. 4/CB/2024 has in effect become infructuous on the applicant seeks to intervene in the main petition ie, CP (IB) No. 34/08/2021 which was allowed vide order dated 30.11.2021 and IVN(IB) No. 1/CB/2028 has in effect become infructuous on account of non-pursuance by the applicant. 113. In regard to IA(B) No. 145/CB/2025 it is noted that this application seeking condonation of delay was filed on 23.05.2025 whereas the present application was reserved for orders vide order dated 20.05.2025. Hence the application prima facie is filed after an inordinate delay. It is also noted from the daily orders dated 11.07.2025 and 12.08.2025 that this application was not actively pursued by the applicant, hence this application prima facie lacks any merit, be that as it may, even if the same is allowed in favour of the applicant, the claim will be entertained in terms of the plan. 114. Hence it is noted that none of the applications’ outcome will have any deterring impact on the effective implementation of the resolution plan and hence their pendency in no way restricts this Adjudicating Authority on passing order in the present application. FINAL ORDER: 115. As already noted, that the Performance Bank Guarantee is less than 10% of the resolution plan amount. The Applicant is directed to procure a fresh performance bank guarantee from the Successful Resolution Applicant complied with the condition laid down at clause 1.9 of the RFRP, within 15 bank working days from the date of this order and submit an affidavit bringing the same on record before this Page 93 of 96

NCLT, Cuttack Bench in adjudicating authority, in the capacity of chairperson of the monitoring committee within 3 weeks of the date of this order. 116. The plan proposes that the SRA or its affiliates/nominces/ assignees/AIF/SPV can make necessary payments as proposed in the plan and it will be ensured that the entity is compliant u/s 29A of the Code. It is directed to the applicant that as the Chairperson of the monitoring committee, the applicant shall ensure that, if any other entity, other than the SRA makes any payment in terms of the plan, the entity shall be compliant u/s 29A of the Code and the concerned _entity/entities (other than SRA) shall submit an affidavit declaring that it is not ineligible u/s 29A of the code and the applicant shall also verify the same _and issue a_certilicate the same and issue a certificate certifying their eligibility. 117. The applicant has not brought on record the Letter of Intent issued by him to the SRA and its unconditional acceptance on record. ‘The Court presumes the same has already been done but has not been brought on record. The applicant is directed to bring on record the letter of intent issued to the SRA and the unconditional and the unconditional acknowledgement of the same of the SR/ of the SRA through an affidavit within one week from the date of this order. 118. All reliefs, waivers or concessions sought in the plan which are not expressly granted/allowed in this order shall be deemed to be NOT-GRANTED. 119. In the light of the enumerations, observations and directions made in this Order supra and subject to the compliance of the directions given thereto we hereby APPROVE and FINALLY SANCTION the Revised Resolution Plan submitted by OCEAN CAPITAL MARKET LIMITED (OCML), the Successful Resolution Applicant, subject to the conditions and directions given above. Cy 72 ड़ Page 94 of 96

NCLT, Cuttack Bench in शाह] No. 34/CB/2021 120. The Resolution Plan shall form part of this Order and shall be read along with this order for implementation. The Resolution Plan thus approved shall be binding on the corporate debtor and its employees, members, creditors, including the Central Government, any State Government, or any local authority in terms of Section 31 of the (छठे Code, so that the revival of the Corporate Debtor Company shall come into force with immediate effect without any delay. 121. The Moratorium imposed under section 14 of the Code by virtue of the order initiating the CIR Process, shall cease to have effect from the date of this order. 122. The Resolution Professional shall submit the records collected during the commencement of the proceedings to the Insolvency & Bankruptcy Board of India for their record and also return them to the Resolution Applicant or New Promoters. 123. Liberty is hereby granted for moving any application, if required, in connection with the successful implementation of this Resolution Plan. 124. A copy of this Order is to be submitted to the Registrar of Companies (RoC) to whom the company is registered, by the Resolution Professional. 125. A copy of this Order be served upon the Insolvency and Bankruptcy Board of India (IBBI) by the RP. 126. The Resolution Professional is further directed to hand over all records, premises/ factories/ documents to the Resolution Applicant to finalise the further line of action required for starting the operation. The Resolution Applicant shall have access to all the records/ premises/ Page 95 of 96

NCLT, Cuttack Bench in factories/ documents through the Resolution Professional to finalise the further line of action required for starting the operation. 127. The Resolution Profe: duties with effect from the date of this Order. However, he is required ional shall stand discharged from his to comply with our direction given in respect of PUFE application. 128. The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Learned Counsels for information and for taking necessary steps. 129. In terms of the view above, the interlocutory application being LA.(Plan) No. 283/CB/2023 is ALLOWED and stands DisPoseD oF accordingly. 130. Certified copy of the orders, if applied for with the Registry, be supplied to the parties upon compliance with all requisite formalities. q Qq

BANWARI LAL MEENA DEEP CHANDRA JOSHI MEMBER (TECHNICAL) ‘MEMBER (JUDICIAL) ‘This Order is signed on 29th Day of August 2025 Page 96 of 96

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NCLT, Cuttack Bench in (Indian) Limited Dadar (West), Mumbai-400 028 ~~ | Ocean Capital Market|A/6 Commercial Estate, Civil limited ‘Township, Rourkela-769004, Odisha 4

The average Fair value and average Liquidation value of ets and of the CD as per Regulation 35(1)(c) of CIRP Regulations is as follows: different category of as: (sl | Category = Fair

NCLT, Cuttack Bench JA(IB) No.283/CB/2023 in Reconstructio n Company ICICI Bank Private Ltd SREIoe Finance Ltd. SREI Equipment Finance Ltd. | Total Secured | Financial ॥ Creditors 10| Claim from Unsecured Financial Creditors 1 4,19,50,79,968 6,621,985,414 257,138,904 46,99,84,395 866,25,10,707

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NCLT, Cuttack Bench in

NCLT, Cuttack Bench in शाह] No. 34/08/2021

The settlement envisaged through this plan will not prohibit the Dissenting FCs to invoke, exercise and appropriate proceeds from any guarantee or security provided by any third party, however, such third ae

NCLT, Cuttack Bench ‘CP(IB) a. बकाया

Allow setting off losses and Granted to the

NCLT, Cuttack Bench (CP(IB) No. 34/08/2021 petition ie. C.P (IB) No.34/CB/2021. The list of pending interlocutory applications are as follows: Sl Case No. Parties Prayer No —

NCLT, Cuttack Bench in रा के ः ह | Bank of India "2.57% | Abstained | —