INTHE NATIONAL COMPANY LAW TRIBUNAL ‘AHMEDABAD DIVISION BENCH ‘COURT=1. ‘ITEM No.301- 1A/27(Plan) (AHM) 2024 In C.P.(IB)/123(AHM)2022 ‘Order under Section 3018९ IN THE MATTER OF; Me. Vinod Tarachand Agrawal cwwdAppllcant RP of Mis, Jay Formulation Limited ssn Respondent Order delivered on: 05/05/2025 ‘Coram: Mr. Shammi Khan, Hon'ble Member(J) Mr. Sanjeev Kumar Sharma, Hon'ble Member(T) PRESENT: For the Applicant, For the Respondent ORDER (Hybrid Mode) ‘The case is fixed for pronouncement of the order. The order is pronounced in the open Court, vide separate sheet. ee Lee ‘SANJEEV KUMAR SHARMA. ~ SHAMMI KHAN MEMBER (TECHNICAL) MEMBER (JUDICIAL)

BEFORE THE ADJUDICATING AUTHORITY NATIONAL COMPANY LAW TRIBUNAL, DIVISION BENCH, COURT-I, AHMEDABAD TA/27(PLAN)/AHM/2024 IN ©.P,(1B)/123(AHM)2022 [An application under Sections 30 and 31 of the Insolvency and Bankruptcy Code, 2016 r/w Regulation 39 of the IBBI (IRPCP) Regulations, 2016) In the matter of: Jay Formulations Limited. Vinod Tarachand Agrawal, Resolution Professional of Jay Formulation Ltd., Having office at: 204, Wall Street-1, Near Gujarat College, Ellisbridge, Ahmedabad-380006.

++ Applicant/RP Order Pronounced On: 05.05.2025 CORAM: ‘SH. SHAMMI KHAN, HON'BLE MEMBER (JUDICIAL) SH. SANJEEV KUMAR SHARMA, HON’BLE MEMBER (TECHNICAL) APPEARANCE: For the Applicant/RP : Mr. Jaimin Dave, Adv a.w. Mr. Vinod Agarwal, RP in person For the Respondents :Mr. Nipun Singhvi, Adv. a.w. Mr. Mayur E24 a ककील \ytPtan}27/(AHN)2024 IN 00॥8) 123 OF 2022 In the matter of: ay Formulations Limited Page of 108,

Jugtawat (IA/1249(AHM)2024) dissenting FC/SIDBI : Ms. Ritu Guru, Adv. for State Tax Dept. : Mr. Nitin Mehta, Adv. for FC/SBI 1. The is an application being 1A/27(AHM)2024 filed on 27.06.2024 vide diary no. E1598 by __the Applicant/Resolution Professional of Jay Formulations Ltd., under Sections 30 and 31 of the Insolvency and Bankruptcy Code, 2016 (for short “Code”), seeking the following prayers: - =. YOUR LORDSHIPS may be pleased to allow the present application; b. YOUR LORDSHIPS, may be pleased to approve the Resolution Plan of ‘Mis. Aquatic Remedies Limited dated 26.04.2024 at ANNEXURE -Q; © YOUR LORDSHIPS, may be pleased to hold that in accordance with ‘Section 31(1) of the Insolvency and Bankruptey Code, 2016, the approved Resolution plan shall be binding on the Corporate Debtor and its employees, members, creditors, including the Central Government, any State Government oF any local authority to whom a debt in respect of the payment of dues arising under any law forthe time being in force, such as ‘authorities to whom statutory dues are owed, guarantors and other stakeholders involved in the Resolution Plan; 9 di YOUR LORDSHIPS, may be pleased to hold that since the resolution plan << (32०३५/३०३११७७+०७०िjंक।०+५७७०३७०९११०७०७ ॥(शम27/(0#]2004 IN CPB) 123 OF 2022 Formulations limited

results in change in the management or contol of the Corporate Debtor, seconding to Section 32A of the Insolvency and Bankruptcy Code, 2016, sotwithstanding anything to the contrary contained in this Code or any ‘other law for the time being in foree, the liability of a Corporate Debtor for «an offence committed prior to commencement of the CIRP shall cease, and ‘the Corporate Debtor shall not be prosecuted for such an offence from the date the Resolution plan has been approved by this Hon’ble Adjudicating ‘Authority under Section 31 of the Insolvency and Bankruptcy Code, 2016; «. YOUR LORDSHIPS, may be pleased to grant any other relief as may ‘deem fit in the interest of justice. 2. In support of the application, it is stated that: - i) Jay Formulations Limited - Corporate Debtor under CIRP is a company having registered address at 13, 1* Floor, Hari-Krishna ‘Complex, Behind City Gold, Ashram Road, Ahmedabad-380009. ii) An application was filed under Section 7 of the Code by the State Bank of India vide CP(IB) No. 123 of 2022, which was allowed by the order of this Adjudicating Authority dated 26.09.2023 ordering commencement of Corporate Insolvency Process (CIRP) against M/s Jay Formulations Ltd, the Corporate Debtor (CD) by appointing the applicant as Interim Resolution Professional (for short “IRP"), Thereafter, the said IRP was confirmed as Resolution Professional (“RP”) on 26.10.2023 by the Committee of Creditors (००००० iii) The Applicant invited claims in accordance with the relevant 0 provisions of the Code, and Regulations framed thereunder, by nal . हिy — 1(Plan)27/(AHNA)2024 IN 0218) 123 OF 2022 Formulations limited Page 3 of 108

issuing the prescribed Form-A dated 28.09.2023 in the newspapers. Pursuant to which the Applicant received the on 18.10.2023, and claims from the stakeholders and constituted the Committee of Creditors (*CoC”) in the following manner: - [हू No [Name ofthe Nature of | Amount of Claim | Voting | Member Debt Adbmitted in Rs) | Share (in हिy 7.3 Secured BO.1032.27- | 92.07 of India किक Secured 689,63, 15W- 7B TOTAL: किक वि | iv) On 20.11.2023, after the first meeting of the COC, the Applicant published Form-G for EOI in English and vernacular daily. yj Subsequently, on 07.11.2023, the Applicant appointed the following valuers for determining the value of the assets of the Corporate Debtor: i Poa कक ड़ Tea —_——= vi) Thereafter, 204 CoC meeting was held on 11.12.2023 wherein, the CoC was reconstituted as under: - o zal

W/Ptan)27/(AH0A)2024 ॥४ 0008) 123 OF 2022 ‘nthe matter of: Jay Formulations limited Page 4 of 108,

% Te or [open |. Adminted Sa Capa Fi vii) The appointments of all registered valuers were approved by the CoC in the 2०4 CoC meeting held on 11.12.2023. During the said meeting, Applicant also apprised the members of CoC regarding the finalisation of a Request for Resolution Plan (RFRP) and Evaluation Matrix in accordance with Regulation 36 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. viii) Pursuant to publication of Form-G, the Applicant received 46 Eols as on 11.12.2003, On 16.12.2023, Applicant published a list of Prospective Resolution Applicants (“PRAs") which included the following seven persons meeting with the eligibility criteria: - ix) Furthermore, the CoC approved the Request for Resolution Plan ० and Evaluation Matrix and further approved the appointment of Y WiPtan}27/(AHNA}2024 IN ८०॥७) 123 OF 2022 Inthe matter of: Jay Formulations Limited Page of 108

Mukesh Kumar Jain & Co as a Transaction Auditor. x) The 4% meeting of the CoC was held on 06.02.2024 wherein the Applicant apprised the CoC about the claims received from various creditors post 3 CoC meeting, but before issuance of RFRP, and claims received post issuance of RFRP, which is as ‘The CoC was also informed about the filing of an application to condone the delay in claims received from various creditors. xi) In accordance with the above-mentioned claims, the CoC was reconstituted as under:~ cd — y(Ptan}27/(AHM)2024 ॥ 0008) 123 OF 2022 lathe matter of: Jay Formulations Limited Page 6 ०३08

| Fair] [seca ital हा | Secured) Amite “जा हक Fingere एव | Unsere] Fincoap Ud xii) ‘The 6% CoC meeting was held on 07.03.2024 wherein the CoC unanimously resolved to file an appropriate application before this Tribunal to extend the CIRP period. Furthermore, the Applicant appraised CoC about receipt of claim from one U-Grow Capital and requirement of filing an IA in accordance with Regulation 13{1C)(b)i) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons), Regulations, 2016 with respect to the said claim. ‘Accordingly, the Applicant filed an application, 1.8. No. 508 of 2024, with this Adjudicating Authority seeking an extension of the CIRP period. This Adjudicating Authority, vide its order dated 01.04.2024, allowed the extension for a period of three months from 24.03.2024. xiv) In the meantime, the Applicant has also filed an application, bearing IA No, 476 of 2024, before this Adjudicating Authority to condone a cumulative delay of 60 days in filing claims and re- ae constitution of CoC, which was allowed by this Adjudicating ee co 0 एकणरग(॥0०)70॥4 8 CPO) 123 OF 2022 Inthe matter of: Jay Formulations limited Page 7 of108

Authority vide its order dated 23.03.2024. xv) In accordance with said order, the CoC was reconstituted as Claim Admitied | Share रमन For 5 User} — xvi) Thereafter, the Applicant evaluated the resolution plans received from the PRAs, ensured their compliance with the provisions of the Code, and informed members of CoC. xvii) The 7% meeting of CoC was held on 08.04.2024, wherein the Applicant informed the CoC that post challenge mechanism, revised resolution plans were received from the following PRAS:- [ ऋषछ 1 ‘Name of PRA “uate Remedies Liniied [Adi Impex tna Services | Tlasmuhl Tarachand Agraval TAK Commercials Private Limited Crown Stools & Sunrise Industries,

So far as HR Commercials Private Limited, Crown Steels &

‘wylPtan)27/(AeN4}2024 IN CPB) 123 OF 2022 Formulations Limited age 8 of 108

‘Sunrise Industries are concerned, due to non-participation in the challenge mechanism, the last plan submitted by them was taken into consideration. After understanding the terms and commercial offer under the various plans, CoC decided to discuss the resolution plans with the Resolution Applicants. xvii) On 12.04.2024, an interaction meeting was held between the members of CoC and the PRAs, wherein PRAs were given an ‘opportunity to improve their offer. In accordance with this revised the opportunity, M/s Aquatic Remedies Limited hi payment period without any changes in total outlays. Thereafter, ‘on 19.04.2024, Mr. Hasmukh Tarachand Agrawal informed the Applicant about the withdrawal of the resolution plan submitted by him. Under the circumstances, the plans submitted by the following three RAs remained under consideration: [SNe] ‘Namie of PRA [171 _] ‘Aquatic Remedies Limited [24 ‘Adi Impex Tafa Services x TR Commercials Private Limited Crown Steels & Sunrise Industries xix) The 8% CoC meeting was held on 30.04.2024, wherein the Applicant apprised CoC about the valuation reports, valuation ‘summary, evaluation matrix and NPV summary. In light of the above-mentioned information, CoC discussed and deliberated upon the feasibility and viability of each plan. After considering [1 ia a 1w/lan27/(anaa)2026 ॥ CP(B) 123 OF 2022 In the matter of: lay Formulations Limited Page 9 of 108

each plan at length, the CoC decided to put the plans for voting, ‘The Resolution Plan submitted by Aquatic Remedies Ltd., was approved by a majority of CoC members having 90.13% voting share. A copy of the pre- and post-voting minutes of the meeting of the 8th CoC held on 30.04.2024 is annexed at Annexure-M. xx) According to the valuation reports received from the various valuers, the CD's Fair Value and liquidation value are Rs. 44,85,45,562/—and Rs 17,08,60,905/, respectively. xxi) Thereafter, on 12.06.2024, the Applicant has issued a Letter of Intent to M/s Aquatic Remedies Ltd and called upon them to submit Performance Security in terms of Regulations of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. xxii) Clause VI (Step VI at Pg. No. 26 of Request for Resolution Plan) Provides that an amount of Rs 3,00,00,000/- in addition to the EMD amount to the tune of Rs. 10,00,000/- with Eol and Rs. 25,00,000/- with Plan shall be paid towards Performance Security. Accordingly, the Successful Resolution Applicant has Paid Rs, —_3,00,00,000/-by way of UTR No. KKBKR52024061800792831. The SRA has also paid EMD for an amount of Rs.10,00,000/- with Eol and Rs . 25,00,000/- with plan on 06.12.2023 and 29,01.2024, respectively. xa) M/s Aquatic Remedies Ltd., has duly submitted a declaration by ' + lle \a/Plan)27/(AHNA)2024 IN CPB) 123 OF 2022 ॥ the matter of: Jay Formulations United Page 10 of 108

way of an Affidavit dated 06.12.2023 for eligibility criteria under Section 29A of the Code to the Applicant. xxiv) The Resolution plan meets with the requirements of Regulation ३8 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution process for Corporate persons} Regulations, 2016 as well as Section 30 of the Code. The Resolution plan provides for the payment of Financial Creditors, inasmuch as there are no other creditors of the Corporate Debtor. xxx) The RA shall pay/invest an aggregate amount of Rs '34,70,00,000/-. The tabular summary of the payments to the creditors contemplated to be made under the CoC approved resolution plan and proposed distribution to the stakcholders of the Corporate Debtor under the plan is as follows:- wy Pian)27/(AHI4}2024 IN 008) 123 OF 2022 Inthe matter of: Jay Formulations Limited Page 11 0¢ 100

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sei) The Applicant has also examined the Resolution Plan and the compliance. The compliances of the Resolution Plan are as w/(Plan}27/(AHNA2024 ॥३ 00॥8| 123 OF 2022 Formulations Limited age 13 of 108

xvii) Furthermore, Table No. 29 on Page. No. 76 of the said Resolution Yu 17717" sane" | मनeye | eee eens Senne: ॥/॥१००27/(0#02004 IN CPB) 123 OF 2022, Formulations Limited Page 14 of 108

Plan provides that implementation of the Resolution Plan shall commence immediately from the receipt of an order of this Adjudicating Authority approving the Resolution Plan and the ‘Successful Resolution Applicant intends to implement the entire Resolution Plan within a period of 9 (nine) months of receipt of a Plan Approval Order. xxvii) The Applicant herein states and submits that the Resolution Plan also provides for Performance Security as per sub-regulation (4A) ‘of Regulation 368 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, which is duly received as indicated herein- above. xxix) As per Section 7(B)fi) of the Resolution Pian, any applications filed under Sections 43,45,47,49,50, and 66 will be pursued by RP and/or Coc, and any recoveries made from such applications will be for the benefit of the Financial Creditors. xxx) Sections 3 and 4 of the Resolution Plan provide for the Source of Funds and the mechanics of payment to various creditors. It is Provided that SRA has sufficient net worth to implement the resolution plan. ‘The Applicant filed an additional affidavit on 01.08.2024 vide diary no. D6135. In the said affidavit, it is stated that:- 0 4 हु 4५० ॥/शमार/॥00॥0202414 ७४७) 123 OF 2022 {nthe matter of: Jay Formulations Limited Page 5 of 108

L The claims of the Statutory Authorities amounting to Rs.912.10 Lakh are as under:- Nae cfGredior [RetureofBuee ‘| Cel ented a |SOST Department | Operational | | (Gujarar-ost Creditor | Dues) 'SGST Department | Operational 8120 (Gujarat-GST | Creditor Due 912.10 It is submitted that these statutory claims for part of the application are detailed on pages 430 and 19 of the resolution plan. The claim form submitted by these authorities is annexed to ‘Annexures "RI" and ‘R2." I The Applicant herein sought clarification from the Successful Resolution Application. The Successful Resolution Application has issued a letter dated 18.07.2024 and provided several clarifications. A copy of the letter dated 18.07.2024 is annexed at MI, In compliance of order dated 10.07.2024, the 11% CoC mecting ‘was held on 18.07.2024 wherein CoC has discussed feasibility and viability of the Resolution Plan submitted by the RA. The CoC members with 90.56% approved feasibility and viability of plan. 1V.In view of this clarification letter dated 18.07.2024, the Applicant convened the 11th CoC meeting. In the 11th CoC meeting, it was ° Las —— .. विश ॥/20027/0#॥#2024 IN CPB) 123 OF 2022 In the matte of: Jay Formulations Limited Page 16 of 108

resolved that the unsecured creditor will be paid in the first tranche under the resolution plan. The SRA will increase the amount payable in the first tranche to 1,15,000/—, and the same will be adjusted against the total payout in the last tranche, The said resolution is duly approved by CoC members having 98.20% of the voting shares. ४. Furthermore, the Applicant sought clarification with respect to the difference in total payment to be made to the secured financial creditors. The Resolution Applicant was called upon to clarify that ‘which of the two amounts out of amount mentioned on Page No. 451 of the Application where there is a table which provides for total payment of Rs. 2,585.87 lakhs to secured financial creditor and immediately thereafter there is another table which provides payment of Rs. 1,885.87 lakhs to financial creditors was correct. ‘The Resolution Applicant has clarified that the table showing the total payment to the secured financial creditor, which amounted to Rs 2585,87lakhs was wrongly drafted, where the amount of net working capital of Rs 700 lakh in the last trench was wrongly added towards the secured financial creditor. VI. It was pointed out that email for evaluation matrix was shared with the members of the CoC on 22.05.2024 and CoC confirmed that before approval of the plan, above evaluation as per matrix is followed. The evaluation matrix with the marking of CoC members ’ a et ४2॥॥७॥- बचा, \w/(Plan}27/(AHEA)2024 IN ८०७ 123 OF 2022 tn the matter of: Jay Formulations Limited Page 17 of 108,

is reproduced in the minutes of the meeting of the 11th CoC dated 18.07.2024. VIL. The Applicant has preferred an application under Sections 43 and 66 of the Insolvency and Bankruptcy Code, 2016. An application under Sections 43 and 66 of the Insolvency and Bankruptcy Code, 2016 was filed on 22.06.2024 vide filing Nos. 2401105015792024 and 2401105015812024, respectively, These applications were registered as 1.8. No 987 of 2024 and 1.8, No 1064 of 2024 respectively. Vill. In compliance with the order dated 10.07.2024, the Successful Resolution Applicant has submitted additional performance security to the tune of Rs. 47,00,000/- on 24.07.2024. A statement indicating receipt of Rs 47,00,000/- from SRA is annexed at Annexure-R7. TX. A copy of net worth certificates and liquidity certificates is marked and annexed hereto as Annexure "R8.” Vide certificate dated 18.07.2024, Vishal H Shah & Associates, Chartered Accountants, have duly certified that Aquatic Remedies Limited holds total liquid assets amounting to Rs. 28.32 crores (Rupees Twenty-Eight Crore and Thirty-Two Lakhs) as of 18.07.2024. X.The Applicant has considered the judgment of the Hon'ble Supreme Court in the matter of Rainbow Papers, read with the judgment in the matter of Raman Ispat. The Applicant states and submits ० a . fi 1 Plan}27/(AHI)2024 N ८०॥8| 123 OF 2022, Formulations Limited Page 18 of 108

= that the distribution under the resolution plan is in compliance with the aforementioned judgments. Detailed Calculation given in Minutes of the 11th meeting of CoC is annexed at Annexure 1२5. ‘The Applicant further states and submits that, as stated in the resolution plan, dissenting creditors are paid a minimum amount in accordance with Section 30 (2) (0) read with Section 53 (1) of the Insolvency and Bankruptcy Code, 2014. In compliance with the order dated 02.08.2024, an additional affidavit has been filed by the Applicant on 30.08.2024 vide diary no. D6685. In the said affidavit, it is stated that: I. Vide order dated 02.08.2024, this Adjudicating Authority had directed the deponent herein to conduct proper voting through the e-voting process by holding another meeting of the CoC within 10 (ten) days. In compliance of the same, the deponent herein had duly conducted a 12% CoC meeting on 09.08.2024 by putting up various resolutions for e-voting. I. This Adjudicating Authority had directed the Applicant to provide a copy of the application to the Counsel of the GVAT Department. In compliance with this order, the Applicant's advocate duly served a copy of the captioned application to Ms. Ritu Guru via an Email dated 06.08.2024. \y[Plan)27/(AHM)2024 IN ८१18) 123 OF 2022 In the matter of: lay Formulations Limited Page 19 of 108

Il. This Adjudicating Authority was pleased ७० observe that the CoC had not given any clear mandate as to the feasibility and viability of the Resolution Plan. In view whereof, in the said 12th meeting of the CoC held on 09.08.2024, the following resolution ‘was put to e-voting: "RESOLVED THAT pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016 and the Rules and Regulations thereunder the ‘members of the Committee of Creditors hereby approves’ and confirm that feasibiity and ability of the resolution plan is checked as ‘mention under the provision of Section 30(4) of the code and under the regulation of 39(3) of CIRP regulations, 2016 and resolution plan approved by CoC is Feasible and Viable." The resolution described above was approved by a majority of members of CoC holding 90.56% of the voting share. IV. In view of holding of 12% CoC meeting on 09.08.2024 pursuant to the order passed by this Adjudicating Authority on 02.08.2024, the Applicant herein annexed a revised Form H dated 24.08.2024 as Annexure-R4, 5. The Applicant also filed an additional affidavit on 30.09.2024 vide diary no. 07456, In the said affidavit, it is stated that: - 1.1. According to Regulation 36B (1) of CIRP Regulations, the Applicant is under an obligation to issue the IM, evaluation v Yo =< ‘w/(Plan)27/(AHM)2024 IN CPCB) 123 OF 2022 ‘nthe matter of tay Eoemudatins Lite age 20 of 108

matrix and a RFRP to every resolution applicant within five days of the date of issue of the final list under sub-regulation (12) of Regulation 36A. In compliance with the said regulation, after publication of a final list of resolution applicants on 27.12.2023, the Applicant herein issued the evaluation matrix criteria along with the Information memorandum and RFRP to each resolution applicant on 30.12.2023. Il. Thereafter, Applicant received resolution plans from the resolution applicants before 31.01.2024. All the resolution plans were opened before the CoC in the 4% CoC meeting dated tion of all the members of 06.02.2024 after obtaining verifi cot. Ill. The Applicant called 50 the CoC meeting on 26.02.2024 wherein CoC interacted with the resolution applicants and discussed/ deliberated on the key aspects of the resolution plans. ‘Thereafter, in the 6th CoC meeting held on 07.03.2024, the Coc decided to use the challenge mechanism as per Regulation 39 (JA) of the CIRP Regulation to improve the resolution plan, Accordingly, the process of the challenge mechanism was held ०9 14.03.2024, and all the prospective resolution applicants were requested to submit a revised resolution plan in line with the challenge mechanism process. In 7७ CoC meeting held on 08.04.2024, the CoC decided to [Pian)27/(AHM)2024 IN 0008) 123 OF 2022 Formulations Limited Page 21 of 108,

interact with all prospective resolution applicants before taking a decision on the resolution plans. Thereafter, on 11.04.2024, the Applicant shared the draft evaluation matrix through email with all the members of CoC. Pursuant thereto, members of CoC requested the Applicant to assist them in marking of the resolution plans as per the evaluation matrix criteria as all the quantitative and qualitative criteria are based on contents and annexures of resolution plans only. V. Thereafter, on 12.04.2024, Applicant arranged meeting of CoC members with prospective resolution applicants as per the decision taken in 7% CoC meeting held on 08.04.2024. VI. After the meeting with prospective resolution applicants, the Applicant herein assisted members of CoC in marking of resolution plans as per evaluation matrix. That various discussions/ deliberations were made between the Applicant and member of CoC for the purpose of marking on evaluation matrix. After taking input of member of CoC and eliminating marking for ‘one PRA who withdrew plan on 19.04.2024, the Applicant shared the final evaluation matrix with all the members of CoC on 29,04.2024 and 22.05.2024. VIL. Pursuant thereto, on 30.04.2024, the 8th CoC mecting was held, and all the plans were put to e-voting. The resolution plan of approved by members of M/s. Aquatic Remedies Limited ws ‘ +

LaffPlan|27/(AHM2024 IN CP\IB) 123 OF 2022 In the matter of: Jay Formulations Limited

CoC on 10.06.2024 with a 90.19% voting share. VIII. In the 12% Coc meeting dated 09.08.2024, the members of CoC hhave confirmed that marking on the resolution plan was done as per the evaluation matrix, The above-mentioned circumstances clearly indicate that the marking on the resolution plan was done as per the evaluation matrix by all the members of CoC. 6. Further, in compliance with the order dated 22.10.2024, the Applicant filed an additional affidavit on 27.11.2024 vide diary no. D8590. In the said affidavit, it is stated that: - 1. Since the reliefs and concessions as sought in the Resolution Plan were not specifically dealt with by the CoC, vide an order dated 22.10.2024, this Adjudicating Authority had granted a liberty to the deponent herein to call for a meeting of the CoC to well upon the issue with regards to the reliefs and concessions ‘as well as other issues, if any. Il. In compliance whereof, the Applicant herein had convened a 14th meeting of the CoC on 19.11.2024. That in the said 14th meeting of the CoC held on 19.11.2024, @ letter dated 13.11.2024 addressed by the Successful Resolution Applicant ie. M/s Aquatic Remedies Limited to the Applicant herein proposing the names of the directors to be appointed, along with their respective DIN numbers were placed before the members of ‘ the CoC and the same is duly minutised. The following are the <r

ss “ ee /Pln)27/(AHN}20241NCP(B) 123 OF 2022 Inthe matte of: Jay Formation imited Page 23 of 108,

details of the proposed Board of Directors to be appointed, along with their respective DIN numbers: (a) Mr. Darshan Bhogilal Mehta having DIN: 00580858 (>) Mr, Hitendra Nyalchand Mehta having DIN: 0058562 and (व... Hemant Bhogilal Mehta having DIN: 00580653 Ill. At Section 8 (at Page Nos. 506 to 528 of the captioned application) of the Resolution Plan, the Successful Resolution Applicant had sought various reliefs and concessions from this Adjudicating Authority. IV. It is pertinent to submit that the members of the CoC had duly deliberated upon the aforementioned reliefs and concessions in the 14% CoC meeting held on 19.11.2024. That in the said meeting, it was categorically discussed that under Section 8(A] of the Resolution Plan it has been duly provided thus: “Referring to the aforementioned judgments of the Hon'ble Supreme Court, reliefs and concessions/ waivers as ‘mentioned below are sought by the RA from the Hon‘ble ‘Adjadicating Authority with respect to the CD. However, nen: ‘approval of any of the reliefs & concessions sought from ‘the NCLT shall not make the implementation of the plan conditional. _In_the event any or_all_of the above: mentioned reliefs are not granted by the Adjudicating ‘Authority, the RA confirms that te will stil proceed with ‘the implementation of the Resolution Plan without any impact _to_the_timelines_or_quantum_of payments specified herein, V. Moreover, vide a letter dated 14.11.2024, the Successful Resolution Applicant had also submitted a confirmation to the bad बी w/|Plan|27/(AHM)2024 IN 00॥8) 123 OF 2022 In the matter of Jay Formations Limited Page 24 of 108

Applicant that all the aforementioned reliefs and concessions are not conditional in nature and that the same does not affect the implementation of the Resolution Plan. Further, the SRA has undertaken that they shall implement the resolution plan without any condition and within the time limit as provided in the resolution plan, The said letter dated 14.11.2024 was also placed before the CoC in the 14% meeting held on 19.11.2024 and the same as well is duly minutised. VI. Not only that, it is relevant to submit that the SRA had also provided a summary of the reliefs and concessions sought under the Resolution Plan, along with brief comments for the kind consideration of the members of the CoC. The said summary was duly placed before the members of the CoC in the said 14% ‘meeting of the CoC held on 19.11.2024. VIL. Accordingly, after deliberating upon the reliefs and concessions sought under the Resolution Plan, the members of the CoC were of the opinion that the reliefs and concessions asked for by the ‘Successful Resolution Applicant were routine in nature and are not conditions which affect the implementation of the Resolution Plan. Hence, this Adjudicating Authority may be pleased to grant reliefs and concessions as requested by the Successful Resolution Applicant, as per its own discretion. VIII. Also, in view of holding of 140 meeting of the CoC on 19.11.2024 1 <P

UV{lan}27/(AHM)2024 IN 6008) 123 OF 2022 In the matter of: Jay Formulations Limited Page 25 of 108

pursuant to the order passed by this Adjudicating Authority on 22.1.0.2024, the Applicant herein begs to annex a revised Form

• H dated 19.11.2024 along with the present affidavit. IX, Furthermore, the Applicant had duly produced the net worth certificate as well as the liquidity certificate of the SRA along. with Additional Affidavit dated 31.07.2024 at Annexure-R8.

In compliance with the order dated 27.11.2024, the revised additional affidavit was filed by the Applicant/RP on 06.12.2024 vide diary no. D8796. In the said reply, it is stated that:- 1. Since the reliefs and concessions as sought in the Resolution Plan were not specifically dealt with by the CoC, vide an order dated 22.10.2024, this Adjudicating Authority had granted a liberty to the deponent herein to call for a meeting of the CoC to ‘dwell upon the issue with regards to the reliefs and concessions ‘as well as other issues, if any. Hl. _ In compliance whereof, the Applicant herein had convened a 14% meeting of the CoC on 19.11.2024. That in the said 14% meeting of the CoC held on 19.11.2024, a letter dated 13.11.2024 addressed by the SRA i.e, M/ 8. Aquatic Remedies Limited to the Applicant herein proposing the names of the directors to be appointed, along with their respective DIN numbers were placed <

y(Plan}27/(aHMA)2024 IN ८०08] 123 OF 2022 Formulations Limited Page 26 of 108

before the members of the CoC and the same is duly minutised. ‘The following are the details of the proposed Board of Directors to be appointed, along with the respective DIN numbers: (@ Mr, Darshan Bhogilal Mehta having DIN: 00580858 (2) Mr. Hitendra Nyalchand Mehta having DIN: 0058562 and 0 jing DIN: 00580653, Il, Subsequent to which, the aforementioned proposed Board of Directors have also individually submitted their Affidavits under Section 29A of the Insolvency and Bankruptcy Code, 2016. IV. Further, it is submitted that at Section 8 (at Page Nos. 506 to 528 of the captioned application) of the Resolution Plan, the ‘Successful Resolution Applicant had sought for various reliefs and concessions from this Adjudicating Authority. The reliefs and concessions sought by the SRA are produced at page no. 3 to 24 to this application. V. It is pertinent to submit that the members of the CoC had duly deliberated upon the aforementioned reliefs and concessions in the 14th CoC meeting held on 19.11.2024. That in the said meeting, it was categorically discussed that under Section 8(A) of the Resolution Plan it has been duly provided thus: “Referring to the aforementioned judgments of the Hon'ble Supreme Cour, reliefs and concessions/ waivers as mentioned below are sought by the RA from the Hon'ble Adjudicating Authority with respect to the CD. However, non-approval of any of the reliefs & m concessions sought from the NCLT shall not make the implementation Y c= \tPlan)27/(AHN}2024 ॥ CP{IB) 123 OF 2022 In the matter of: Jay Formulations Limited Page 27 of 108,

ofthe plan conditional. In the event any or all of the above-mentioned reliefs are not granted by the Adjudicating Authority, the RA confirms that it will stil proceed with the implementation of the Resolution Plan without any impact to the timelines or quantum of payments ‘specified herein." VI. Moreover, vide a letter dated 14.11.2024, the Successful Resolution Applicant had also submitted a confirmation to the Applicant that all the aforementioned reliefs and concessions are not conditional in nature and that the same does not affect the implementation of the Resolution Plan. Further, the Successful Resolution Applicant has undertaken that they shall implement the Resolution Plan without any condition and within the time limit as provided in the Resolution Plan. The said letter dated 14.11.2024 was also placed before the CoC in the 14% meeting hheld on 19.11.2024 and the same as well as duly minutised. ‘Vil. Not only that, it is relevant to submit that the SRA had also provided a summary of the reliefs and concessions sought under the Resolution Plan along with brief comments for kind consideration of the members of the CoC. The said summary ‘was duly placed before the members of the CoC in the said 14० meeting of the CoC held on 19.11.2024. VIII. Accordingly, after deliberating upon the reliefs and concessions sought under the Resolution Plan, the members of the CoC were of the opinion that the reliefs and concessions asked for by the y Successful Resolution Applicant were routine in nature and are Bid « w/Ptan}27/(ana)2026 1 CPB) 123 OF 2022 In the matt of: Jay Formulations Limited

not conditions which affect the implementation of the Resolution Plan. Hence, this Adjudicating Authority may be pleased to grant reliefs and concessions as requested by the Successful Resolution Applicant, as per its own discretion. IX. Also, in of holding of 14% meeting of the CoC on 19.11.2024 pursuant to the order passed by this Adjudicating Authority on 22.1.0.2024, the Applicant herein begs to annex a revised Form

H dated 19.11.2024 along with the present affidavit. X. Furthermore, the Applicant duly produced the SRA's net worth and liquidity certificates along with an Additional Affidavit dated 31.07.2024 at Annexure-R8,

In compliance of the order dated 02.08.2024, an affidavit in reply is filed on behalf of the State Tax Officer on 09.12.2024 vide diary no. 98852. The claims of the State Tax Department have been dealt with separately by this Adjudicating Authority vide an order dated 05.05.2025 in IA No. 435 of 2025. 9, RESOLUTION PLAN 1. 85 per Section 2, Tale No. 14 (pages -25 and 26) of the Resolution Plan, the details of Earnest Money Deposit and Performance Bank Guarantee are as under:- ० 4 \as{Plan)27/(AHM)2024 IN CPB) 123 OF 2022 In the matter of: Jay Formulations Limited Page 29 of 108

Taiie Mommy Depot TREO छक्तक paid क कर me FE ‘bmiasion (By ६७0७६ Sark Demane Draft bovring Mo. 296355 84७९५ on 06 322023) ७ 25.90 ७७४ Dearng RTGS UTR No. £«@4R52024012900821053 on laneary 23. 2024 at the tne of Rewoktor Pan | जन ‘The BMD of te RA stake return tothe "bwin 30 days rom the date of rejection of Resolution Plan. Further. # कक RA & | elected asthe Sucessfal RA then the 2D of Sucemsl १४ shall be adusted i frst avert sheet prow by the RA In {ase te Resco Pine wmited by | Succestit RA nat approved by j Ajeatng Aether, men the 0७०० sa | setafundes wien 15 teen) wong ००% | ६०६. whichever etter and shal be | subject 1 retenuance ef extension by Il. Section 5, Table No. 27 of the Resolution Plan provides the details regarding the Management and Control of ¢ << \wPtan)27/(AHI2024 IN 00॥8| 123 OF 2022, tn the matter of: Jay Formulations Limited Page 30 of 108

the Business during its term. However, the Applicant has filed an affidavit on 06.12.2024 under diary no. 98796 providing the affidavit u/s 29A and the details of the proposed Board of Directors to be appointed a.w. their respective DIN numbers under:~ Mr. Darshan Bhogilal Mehta having DIN: 00580858 ‘Mr, Hitendra Nyalchand Mehta having DIN: 0058562 and ¢. Mr. Hemant Bhogilal Mehta, having DIN: 00580653 Ill. As per Table 28, sub table-2 of the Plan, the Term and Implementation Schedule is as under:~ “TABLE-2-TERM AND IMPLEMENTATION SCHEDULE “The Resolution Plan would be effective from the date of approval of the Resolution Plan by the Adjudicating Authority under Section अ of IBC, 2016 fie. NCLT Approval Date]. The Resolution Plan will be concluded on the 9% month from the NCLT Approval Date. The scheme period is 9 months, during which full and final settlement of all the agreed liabilities would be made for Rs. 1,970.00 Lakhs, and Rs. 1,500.00 Lakhs shall be infused for the revival of the company. However, RA will resume production from the NCLT Approval Date.” IV. As per Table No. 29 of the Plan (page 487 - 489), the Indicative Timeline is as under:- Ye [Plan}27/(AHM)2024 IN CPB) 123 OF 2022 Formulations Limited Page 31 of 108

— | | | कह aor Ra ponent ie psn. eat 1 bd crt ete ७ scat a 0० 00 ०७७७ ०0०४ ‘Tom amy nr pty ही हिyल हा encumbrance, whcbe? “slater (NCL Approval Dt) | 2._ Note on he Comp Web Teen We GE कर CK Ta BAIR EAT an cae WPtan)27/(AHM)2024 IN 0008) 123 OF 2022 Formulations Limited age 32 of 108

Vi. é a —— बला 2 aan thane ae abet gut sats AA ugh nut Lars ४७७०३ ०७०० tapers) Sarco है | Gute amorndm sri Anis of Anaconda Wane मकर बज gradu th proceed १७ ce अल fangs ‘The rahe Houde Oeetorand kes one comatberete | MERE s}——— —_ eee Peper fey एफ खाए pene, ecore owe | al aan Rata अब ee ब्कबन ब a ae wee) ‘abject restos. a Clause C, Section 6 of the plan deals with the Issue of new Shares in the following manner:~ *...With cancellation 20,43,121 shares, new shares of Rs.2,00,00,000 [Rupees Two Crores Only) shall! be issued at face value of Rs 10 each through fresh issue of 20,00,000 equity shares within 30 days from the NCLT Approval Date to the RA ‘That fresh issue of 20,00,000 equity shares carrying a face value of Rs. 10 each shall be issued in the name of Aquatic Remedies a” As per Clause B of Section 7 of the plan, the effect of ~< ytPlan}27/(AHM)2024 IN 6008) 123 OF 2022 ‘nthe mattr of: Jay Formulations Limited Page 38 of 108

the order on the proceeding under the Preferential ‘Transaction will be as follows:- i, In the event any transaction is termed as avoided, {fraudulent or preferential or set aside by the Adjudicating Authority in terms of Sections 43, 45, 47, 49, 50 or 66 of the IBC, and any application/proceedings have been initiated by the RP, such proceedings/ litigation shall be pursued to by the RP/COC. The RA or the CD shail at any point of time shall not be held liable for continuation of any ‘such proceedings before or after the approval of resolution plan by AA. Purther, any amount if received by the Resolution Professional in furtherance thereof, such sums shall be for the benefit of the Financial Creditors and shall be accorded treatment as a passthrough amount to the Financial Creditors. Further, all the cost/fees in continuing ‘such proceedings (including in any appeal or related matters) shall be bome by the Financial Creditors and any liability or obligation arising on the CD in relation to such proceedings of the CD will be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan. For avoidance of doubt, the liability of third parties under such proceedings shall continue and shall not be affected by this Resolution Plan. As per the revised Form-H dated 29.11.2024: - I. The Fair Value and Liquidation Value have arrived at Rs.44,85,45,562/- and Rs.17,08,60,905/- respectively. ¢ _— — \w/[Ptan)27/(AHM)2024 IN CPB} 123 OF 2022 In the matter of:Jay Formulations Limited it Page 34 of 108

The list of Financial Creditor of the CD (Jay Formulation Limited), being members of the CoC and distribution of voting share among them is as under: - 5 Mel alle eC fay Forman Line) beg eb CC कब, igs aan eae SNe YORE | Weenie Diseased) ae

१ आशा ] Tatami) Ta Ta Lined TATA ee en इछ c= =a _ — हुन्टछब&कण | हछ ब्ब्य (Poe) ५ | ४ Upor Cait] एछ cy 7) star ष्क 9 eves Pua Me) 7 /Mishancal savas) 05% —] a is, _ oe अभभज + Wane Ty) छा | 7 None Fas Secs क्र oy 218 gi) ‘The amounts provided for the stakeholders under the Resolution Plan are as under: - (Amount in Rs. Lakh) \as(Plan)27/(abN4)2024 IN (१18) 123 OF 2022 In the matter of ay Formulations Limited, Page 35 of 108

Fame | toy 3 ro | | Stn | dn cans sansa risus pata | mae arora Se diced eed जनक mae crs Sumo | aes Som | core | Remon क्र sat ctsan| कक omen {/Plan}27/(AHRA}2024 IN ८०७७) 123 OF 2022 Inthe matter of Jay Formulations Limited Page 36 of 108

Biome bisबी se wim | om |

| cramer | smn | | amma | ame mie | xusim’ | आता: ama | aoe Da sober} —b sar T Ta i स्व ब्ूÀय cal | | | [| | 5 कब बन Ss Ts Dc eH La Ci पक me onary of 08 Lad) DLP ‘ieee bags cacy palm x8 ears Nea ne eh Rot ln md eats ७४० esc cope 8. seen IV. The Resolution Plan has altered the interests of existing shareholders as under: - oi dal en ed on ae प्रदेश दिÆ 7 en पिÈन Saag See] बे 5 teh te Beate | tence fie |S Oe हिyं "771 i — et 7" निÌ] V. The Compliance of the Resolution Plan is as under: - id

x(Plan)27/(AHM)2024 IN CP(IB) 123 OF 2022 I theater of Jay #िÎ७७७ (७४७७ United Page 37 of 108

far =? TS जता न a 6 ms gm hn He | yt ४०७, | mae emt deine? | Peet est pte i | Pr Nes | ‘Aiton eth wep | ७७ pn ni the i et | Pawo | Jeoretctetinimaaieei sprinters | | ०८222 " | (करा atte sonnet ७७ पट बैड घकक यो हम ee shinee ‘soso RSA ng "7 ० ० पड: (pouch ttc Antenne _—lseomeniniesamatce कल क्छा- SRE ea atte tg a? pe |

ie | | 7 A ee {a/Plan)27/(AEA)2024 IN CPB) 123 OF 2022 In the matter of Jay Formulations United Page 38 of 108

VI. The details of Section 66 or avoidance application filed/pending are as under: - de de of tne pin tp aoe ==

|

—=— गए: aa “ws bs ag “पल —} 8. 1A 1249 of 2024 I. This Interlocutory Application was filed by the SIDBI, one of the Financial creditors of the CD, seeking the following reliefs: a) Your Lordship may be pleased to allow the present application; b) Your Lordship may be pleased to remand back the resolution, plan submitted by M/s Aquatic Remedies Limited to CoC and direct the Resolution Professional to:

1. To provide distribution in compliance with Section 30(2)(b) of the IBC read with Section 53 of the IBC in consultation with the members of CoC; ii RP to quantify the amount payable to dissenting financial creditors in the event of approval of resolution plan submitted by M/s Aquatic Remedies. Limited by Hon'ble है Adjudicating Authority, ¢ _ \Atounia7iavanacaa nme) 230F2022 inthe ater of oy Formations Limited Page 39 of 108

oR ©) To reject the Resolution plan submitted by M/s Aquatic Remedies Limited as it does not meet the requirement of Section 30(2)(b) of the IBC read with Section 53 of the IBC and pass appropriate order for liquidation of Corporate Debtor under Section 33(1)(b) of the IBC. ) Your Lordship may be pleased to grant any other relief or reliefs as may be deemed fit in the interest of justice; 9. This Adjudicating Authority has decided this IA filed by the SIDBI vide its separate order of 05.05.2025 in IA No. 1249 of 2024. The Resolution Professional is directed to give effect of the decision of this Adjudicating Authority as per the order. 10. ANALYSIS AND FINDINGS OF THIS TRIBUNAL

1. Perusal of the revised Form-H reveals that in compliance with Regulation 39(4) of CIRP Regulations, an amount of Rs. 3 Crore as performance guarantee has duly been received.
2. The revised Form-H also shows that the Corporate Debtor's liquidation value is Rs17,08,60,905/-, and the corresponding Fair Value is Rs 44,85,45,562/-. Further, as per plan, the total amount of the Resolution Plan is Rs. 34.70/- Cr. (including the CIRP cost of Rs. 62 lakhs and

the cost of Revival of Rs. 15 Cr.) <

{a/(Pan}27/(AHEA)2024 IN CP(B) 123 OF 2022 In the matte of Jay Formulations limited Page 40 of 108

3. In so far as the approval of the Resolution Plan is concerned, based on the information provided, we have carefully considered the present application secking approval of the resolution plan submitted by the Resolution Applicant-M/s Acquatic Remedies Limited.

It is seen that the CoC in its 8 meeting held on 30.04.2024 approved the resolution plan submitted by Resolution Applicant-M/s. Aquatic Remedies Limited with 90.13% voting share. As per Clause 6(A) of the minutes of 8% CoC meeting, the said resolution plan was approved by the CoC members in the following manner: - Sr. | Name ‘Assent/Diss | Voting | Voting | Voting No.| Address | ent/Abstain | Share | Share | Share Assent | Dissent | Abstain [a छक्का [Assent (हिy81% |- | - | [21 डाएछा | Dissent | - किक |- | | Tata Capital ‘Assent 188% | | | Financial [at Dissent | [0.10% | - [> | ‘Abstain [-| [- | 0.03% et ‘Abstain | - [८ | sant | 7. ‘Abstain | | | 0.33% [*| ‘Abstain |_| [| | ° rs [“Aesent—[ora% [=] oe i cece li \w[Plan}27/(AHN4)2024 IN 0०8) 123 OF 2022 In the matter of: ay Formulations Limited Page 41 of 108

Limited, 10. | Moneywise ‘Abstain | | | = Financial | Services Pvt. Ltd. (“tora 90.18% [774% | 2.18% 5) While reviewing the resolution plan as aforesaid, we have taken into account the Judgment of Hon’ble Supreme Court in the matter of K, Sashidhar -Vs- Indian Overseas Bank (2019) 12 SCC 150, wherein in para 19 and 62 it is held as follows;

19....... In the present case, however, our focus must be on the ‘dispensation governing the process of approval or rejection of resolution plan by the CoC. The CoC is called upon to consider the resolution plan under Section 30(4) of the 168 Code affer itis verified and vetted by the resolution professional as being compliant with all the statutory requirements specified in Section 302). And in Paragraph 35 of the judgment that- “The discretion of the Adjudicating Authority (NCLT) is circumscribed Section 31 limited to scrutiny of the requisite percent of voting financial creditors. Even in that enquiry, the grounds on which ‘adjudicating authority can reject the resolution plan is in reference ‘matters specified in section 30 (2), when the resolution plan does conform fo the stated requirements. डरे डे ६३ 2 Jn the present case, however, we are concemed with the provisions of 188 Code dealing with the resolution process. The ‘dispensation provided in the 1&8 Code is entirely different. in terms of Section 30 of the 168 Code, the decision is taken collectively after due ‘negotiations between the financial creditors who are constituents of the CoC and they express their opinion on the proposed resolution plan in the form of votes, as per their voting share. In the meeting of the CoC, the proposed resolution plan is placed for discussion and after full interaction in the prosonco of ail concemed and the Resolution Professional, the constituents of the CoC finally proceed to exercise their 92600 (business/eommercial decision) fo approve or not fo approve the proposed resolution plan. in such 9 case, non-recording of reasons ) would not per-se vitiate the collective decision of the financial creditors, @ The legislature has not envisaged challenge to the “commercia/business ॥॥2००27/(0#0)2024 ॥४ 00॥8| 123 OF 2022 Formulations Limited

Page a2 of 104

decision” ofthe financial creditors taken collectively or for thal matter their ‘individual opinion, as the case may be, on this count.” 6) Further the Supreme Court in the matter of K. Sashidhar v. Indian Overseas Bank and Ors. (2019) 12 SCC 150 has lucidly delineated the scope and interference of the Adjudicating Authority in the process of approval of the Resolution Plan and held as follows; “55. Whereas, the discretion of the adjudicating authonty (NCLT) is circumscribed by Section 31 limited to scrutiny of the resolution plen “as approved by the requisite per cent of voting share of financial creditors. ‘Even in that enquiry, the grounds on which the adjudicating authority can reject the resolution plan is in reference to matters specified in Section 30/2), when the resolution plan does not conform to the stated requirements. Reverting to Section 30(2), the enquiry to be done is in respect of whether the resolution plan provides: 6) the payment of insolvency resolution process costs in a specified manne in priority to the repayment of other debts of the corporate debtor, (i) the repayment of the debts of operational creditors in prescribed manner, ii) the menagement of the affairs of the corporate debtor, (iv) the implementation and supervision of the resolution plan. (४) does not ‘contravene any ofthe provisions ofthe law forthe time being in force, (v) ‘conforms to such other requirements as may be specified by the Board. The Board referred to is established under Section 188 of the 168 Code. ‘The powers and functions of the Board have been delineated in Section 196 of the 1६8 Code. None of the specified functions of the Board, directly or indirectly, pertain to regulating the manner in which the financial creditors ought fo or ought not to exercise their commercial wisdom during the voting on the resolution plan under Section 30(4) of ‘ bid « ‘iPan|27/(anNa2024 N CB) 123 OF 2022 Inthe matter of Jay Formations mite Page 43 of 108

a a would be_permissible. Further, the jurisdiction bestowed upon the 09०50 authonty (NCLAT) is also exprossly circumscribed. It can examine the chellenge only in relation to the grounds specified in Section 613 of the 188 Code, which (8 lited to matters “other than” enguiy into the autonomy or commercial wisdom of the dissenting financial creditors. Thus, the prescribed authorities (NCLT/NCLAT) have been endowed with limited jurisdiction as speciied in the I8B Code and not to act as 9 court of equity or exercise plonary powers.” (emphasis supplied) The Supreme Court in its recent decision in Jaypee Kensington Boulevard Apartments Welfare Association & Ors. v. NBCC (India) Ltd. & Ors., in Civil Appeal no. 3395 of 2020 dated 24.03.2021 has held as follows; 3.76. The expositions aforesaid make it clear that the decision as to whether corporate debtor should continue as a going concem or should be liquidated is essentially a business decision: and in the scheme of 480. this decision has been left to the Commitee of Creditors, comprising of the financial creditors. Different put, in regard to the insolvency resolution, the decision as to whether a particular resolution plan is to bo accepted or not is ultimately in the hands of the Commitee of Creditors; ‘and even in such a decision making process, a resolution plan cannot be taken as approved if the same is not approved by votes of at least 66% of the voting share of financial creditors. Thus, broadly put, a resolution plan is approved only when the collective commercial wisdom of the financial crediors, having at least 2/3rd majority of voting share in the Committee of Creditors, stands in its favour. 77. In the scheme of IBC, where approval of resolution plan is exclusively in the domain of the commercial wisdom of 000, the scope of judicial review is correspondingly circumscribed by the provisions contained in Section 31 as regards approval of the Adudicating Authority and in Section 32 read with Section 61 as regards the scope of appeal against ‘the order of approval. (Plan)27//AHMA)2024 IN CP\IB) 123 OF 2022 In the matter of: lay Formulations Limited Page 44 of 108

77.1, Such limitations on judicial review have been duly underscored by this Court in the decisions above-referred, where It has been laid down in explicit terms that the powers of the Adjudicating Authonty dealing with the resolution plan do not extend to examine the correctness or otherwise of the commercial wisdom exercised by the CoC. The limited judicial roview available to Adjudicating Authonty les within the four comers of ‘Section 20(2) of the Code, which would essentially be to examine that the resolution plan does not contravene any of the provisions of law for the time being in force, it conforms 10 such other requirements as may be ‘specified by the Board, and it provides for: (a) payment of insolvency resolution process costs in prionty; (0) payment of debts of operational creditors; (c) payment of dobts of dissenting financial creditors; (0) for management of affairs of corporate debtor after approval of the resolution plan; and (e) implementation and supervision of the resolution plan. 77.2. The limitations on the scope of judicial review are reinforced by the limited ground provided for an appeal against an order approving a resolution plan, namely, ifthe plan is in contravention ofthe provisions of any lav forthe time being in force; or there has been material iregulanty in exercise of the powers by the resolution professional during the ‘coporate insolvency resolution period: or the debis owed to the ‘operational creditors have not been provided for, or the insolvency resoluton process costs have not been provided for repayment in priority; or the resolution plan does not comply with any other criteria specified by the Board 77.6.1. The assessment about maximisation of the value of assets, in the scheme of the Code, would always be subjective in nature and the ‘question, as 10 whether a particular resolution pian and its propositions are leading to maximisation of value of assets or not, would be the matter (of enquiry and assessment of the Committee of Creditors alone. When the Committee of Creditors takes the decision in its commercial wisciom ‘and by the requisite majority; and there is no valid reason in law to question the decision so taken by the Committee of Creditors, the adjudicatory process, whether by the Adjudicating Authority or the ‘Appellate Authority, cannot enter into any quantitative analysis to adiudge ‘as fo whether the prescription of the resolution plan results in ‘maximisation of the value of assets or not. The generalised submissions ‘and objections made in relation to this aspect of value maximisation do 20६ by themselves, make out a case of interference in the decision taken bby the Committee of Creditors in its commercial wisdom 0 “et \af(Pan|27/(aHM)2024 IN CP(B) 123 OF 2022 Formulations Limited Page aot 108

76. To put in a nutshell, the Adjudicating Authority has limited jurisdiction in the matter of approval of a resolution plan, which is well defined and circumscribed by Sections 30(2) and 31 of the Code read with the parameters delineated by this Court in the decisions above referred. The Jurisdiction of the Appellate Authonty is also circumscribed by the limited ‘grounds of appeal provided in Section 61 of the Code. ॥ the adjudicatory process conceming 9 resolution plan under IBC, there is no scope for Interference with the commercial aspects of the decision of the CoC; and {there fs no scope for substituting any commercial term of the resolution plan approved by the CoC. Within its limited jurisdiction, i the Adjudicating Authonty or the Appellate Authority, as the cese may be, would find any shortcoming in the resolution plan vis-a-vis the specified parameters, it would only send the resolution plan back to the Committoo of Creditors, for re-submission after satisfying the parameters delineated ‘by Code and exposited by this Court.

8. Also, the Supreme Court of India in the matter of Committee of Creditors of Essar Steel India Limited v. Satish Kumar Gupta and Ors. (2020) 8 SCC 531, after referring to the decision in K. Sashidhar (supra) has held 85 follows; “73. There is no doubt whatsoever that the ultimate discretion of what to pay ‘and how much to pay each class or sub-class of creditors is with the Committee of Crediiors, but, the decision of such Committee must reflect the act that it has taken into account maximising the value of the assets of the corporate debtor and the fact that # has adequately balanced the interests of ॥ stakeholders Ictuding operational creditors. This being the case, judicial review of the Adjutlcating Authority that the resclution plon as ‘approved by the Commitee of Creditors has met the requirements referred to ‘in Section 302) would include judicial review that is mentioned in Soction 30(2)0), #8 the provisions of the Code are also provisions of law for the {ime being in force. Thus, while the Adudicathng Authorty cannot intrfore ‘on ments with the commercial decision taken by the Commitee of Creditors, the आर judicial review available fs to See that the Commitee of Creditors ‘has taken into account the fact tat the corporate debtor needs to keep going 4 88.8 going concern during the insolvency resolution process: that needs to bid mos W/(Plan)27/(AHM)2024 IN 0208) 123 OF 2022 In the matter of: lay Formolations Limited Page 46 of 108

maximise the value of its assets; and that the interests of ail stakeholders ‘including operational credtors has been taken care of. If the Adjudicating ‘Authorty finds, on a given set of facts, that the aforesaid parameters have ‘not been kept in view, it may send a resolution plan back to the Commitee of Creditors to re-submit such plan after satisfying the aforesaid parameters. (omphasis suppliog) 9) The Hon'ble Supreme Court, in the case of Ramkrishna Forgings Limited vs. Ravindra Loonkar, Resolution Professional of ACIL Limited & Anr in Civil Appeal No. 1527 of 2022, also reiterated that CoC wisdom is supreme. 10) The CIRP against the CD was initiated on 26.09.2023 and the CIRP period of 180 days expired on 24.03.2024. The first extension of CIRP period of 90 days was allowed w.e.f. 24.03.2024 by this Adjudicating Authority vide order dated 01.04.2024 passed in IA/S08(AHM)2024. The instant application seeking approval of the Plan was filed on 08.07.2024 which is beyond the CIRP period of 270 days and there is delay of approximately 16 days in filing the application. The issue was discussed during hearing of the Plan. Considering that the Application in this case under section 7 was filed after 16.08.2019 and therefore total time , taken in the CIR Process is less than 330 days allowed Y आई \aPtan)27/(AHM)2024 IN 0208) 123 OF 2022 In the matter of: Jy Formulations Limited Page 47 of 108

under the provisions of the second proviso to section 12 (3) of the IBC, 2016. 11) In this regard, we rely upon the judgment of the Hon'ble Supreme Court in the case of Kalyani Transco Vs M/s Bhushan Steel & Others in Civil Appeal No. 1808 of 2020 delivered on 02.05.2025, The relevant paragraph of the said judgment is reproduced as under:~

55. At this juncture, it may be noted that this Court in a subsequent judgment in ESSAR Steel India Ltd. Committee of Creditors Vs. Satish ‘Kumar Guptan had dealt with the two provisos subsequently inserted in ‘Section 12 by the Act 26 of 2019, which came into effect from 16.08.2019, and had observed as under: - "427. ....Thus, while leaving the provision otherwise intact, we strike down the word “mandatorily" as being manifestly arbitrary under Article 14 of the Constitution of India and as being an excessive and Unreasonable restriction on the Itigant’s right fo camry on business under Article 19(1)(g) of the Constitution. The effect of this declaration is that ordineriy the time taken in relation to the corporate resolution ‘process of the corporate debtor must be completed within the outer limit of 330 days from the insolvency commencement date, including extensions and the time taken in legal proceedings. However, on the facts of a given case, ift can be shown to the Adiudicating Authority and/or Appellate Tribunal undor the Codo that only a short period is left for completion of the insolvency resolution process beyond 330 ys, and that it would be in the interest of all stakeholders that the corporate debtor be put back on its feet instead of being sent into Iiquidation and that the time taken in legal proceedings is largely due to factors owing 10 which the fault cannot be ascribed to the itigants before the Adjudicating Authority and/or Appellate Tribunal, the delay or a large part thereof being attributable 10 the tardy process of the Adjudicating Authority and/or the Appellate Tribunal itself, it may be ‘open in such cases for the Adjudicating Authority andlor Appellate Tribunal to externd time beyond 330 days. Likewise, even under the Py newly added proviso to Section 12, if by reason of all the aforesaid ~ cc ‘w/Plan)27/(AHIA}2024 IN 0५8) 123 OF 2022 In the matter of: Jay Formulations limited Page 48 of 108

actors the grace period of 90 days from the date of commencement of the Amending Act of 2019 is exceeded, there again 4discretion can be exercised by the Adudicating Authority and/or Appellate Tnibunal to further extend time keeping the aforesaid parameters in mind. Itis only 12) On hearing the submissions made by the Ld. Counsel for the Resolution Professional, and by perusing the record, we find that the Resolution Plan has been approved with a majority of 90.13% voting share. As per the CoC, the plan is viable and feasible for reviving the Corporate Debtor. By and large, all the compliances have been done by the RP and the RA to make the plan effective after approval by this Bench. On perusal of the documents on record, we are of the view that the Resolution Plan satisfies the requirements of Sections 30 and 31 of the IBC and Regulations 37,38 &39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. 13) The Corporation Debtor is in the pharmaceutical business, and the SRA is also in the same line of business; therefore, we believe that the SRA will be able to take out the CD out of insolvency. 14) As far as the question of granting time to comply with the statutory obligations/seeking sanctions from governmental 4 authorities is concerned, the Resolution Applicant is “& ww (Plan)27/(AHM)2024 IN 0200) 123 OF 2022 Formulations Limited Page 49 of 108

directed to do the same within one year as prescribed under Section 31(4) of the Code. 15) The Resolution Plan in question is hereby approved by this Adjudicating Authority, subject to this order's observations and conditions, The Resolution Plan shall form part of this order. The Resolution Plan, along with annexures forming part thereof, shall be binding on the Corporate Debtor, its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the resolution plan. 16) All crystalized liabilities and unclaimed liabilities of the Corporate Debtor as on the date of this order shall stand extinguished on the approval of this Resolution Plan. 17) The Resolution Applicant has sought various reliefs and concessions from this Authority. The granting or non- granting of these reliefs/concessions is based on the provisions of section 32A of the IBC, 2016 and the “clean slate principle” laid down by the Hon’ble Supreme Court in the case of Ghanshyam Mishra and Sons Private Limited Versus Edelweiss Asset Reconstruction Company Limited in Civil Appeal No, 8129/2019 with Civil Appeal No. 1554/2021 and 1550-1553/2021 decided on 13.04.2021 ’ dt w(Plani27/(AHM2028 IN CPB) 123 OF 2022 Inthe matter of: tay Formulations Limited Page 50 ot 108

¢ (2021) 9SCC 657. The Resolution Applicant has given an undertaking that the submission of the Resolution Plan is unconditional, and the granting or refusal of the relief/concessions will not affect the implementation of the Plan. 18) The SRA has requested the grant of the various Concessions and Reliefs from this Adjudicating Authority. The RP has sought these concessions and reliefs on behalf of the SRA. As can be seen from this order (following pages) that the RA has sought these reliefs in various combinations for not only relevant matters but also many concessions which are theoretical in case of the SRA. The power of this Adjudicating authority cannot not go beyond section 32A and the decision of the Hon'ble Supreme Court in the case of Ghanshyam Mishra as discussed above. Keeping these limitations in mind, the last column gives the decision against each relief/concession sought. = | Concessions | Reliefs / ‘Orders Directions sought thereon 1 | Waiver of the dues of| i. The RA has made 7 the Financial Creditors| provision forthe Financial Creditors being secured and seeks waiver for the balance of the admitted amount as stipulated in its financial proposal in Table No. 15 (Executive Summary). पर. The RA seeks discharge of| _Partly- Grantod. As far ‘wfoani27/an4a2024 IN Ct) 123 OF 2022 a िÎलीकषमजाक Inthe mattar af bay EnemmitatinnsVimited age ७1 of 108

liabilities towards the as the outstanding principal applicability amount, interest, penal section 43.8 is, interest, late payment | Concerned the charges, penalties, | the power of damages and any other| this Authority amount due to the| and the matter jancial Creditors, | may be taken claimed or not claimed, | uP with the admitted or rejected, | “Pomerat pertaining to the period prior to CIRP commencement date, other than what has been. provided for in the Resolution Plan and amount provided for under the Resolution Plan shall be deemed to be payment of the same in terms of Section 438 of the Income Tax Act, 1961. i. On receipt of final) Granted. In payment, State Bank of case the India, ile, one of the| charge is not Secured Financial| removed the Creditor, will hand over) applicability of the Original__—Title| the provisions Documents of the assets| of section 53 being (a) "All that piece of | will be subject leasehold Factory Land| to section 52 and Building at Plot No.| of the IBC. 1301, Kerala GIDC Industrial Estate, Nr. Sahyog Hotel, Bavla Bagodara Highway, Kerala, Taluka Bavla, District Ahmedabad admeasuring 1,400 sq. mitrs; (0) "All that piece of ‘ ot

‘w/Pian)27/(annaa028 i CPB) 323 OF 2022 Formulations limited age 52 of 108,

Teaschold Factory Land and Building at Plot No. Ut, Kerala GIDC. Industrial Estate, Nr. Sahyog Hotel, Bavla Bagodara Highwas Kerala, Taluka Bavla, Dist: Ahmedabad admeasuring 7,350.46 sq. mrs", jv. Furthermore, State Bank | Granted. In of India ic., one of the| case the Secured Financial | charge is not Creditor shall release the| removed the charge on primary | applicability of security being: the provisions ja) "Hypothecation —_—of |_of section 53 company's entire current | will be subject assets including stocks of| to section 52 raw materials, stocks in| ofthe IBC. process, finished goods, stores and spares/receivables and other current assets purchased out of bank finance both present and future" on payment of first instalment of, Resolution Plan Amount; and ) ‘Hypothecation of Plant & Machinery purchased out of bank finance and other unencumbered plant and machinery" on fullé& final payment of the Resolution Plan Amount to State Bank of India. It is reiterated that State kal in Bank of India shall| _ case the a a. कीं७नाकर \w(Plan}27/(AtN4)2024 IN CP(1) 123 OF 2022 Formulations Limited Page 53 of 108

एच the charges fon] charge ls not current assets and non-| removed the current assets) | applicability of, accordingly in accordance | the provisions with this resolution plan. | of section 53 ‘This will enable RA to| will be subject implement the Resolution | te section | .. On receipt of entire| Granted. in Resolution Plan Amount,| case the Small Industries | charge is not Development Bank of| removed the India i.e. one of the| applicability of Secured Financial | the provisions Creditor shall release the | of section 53 charge on the following | will be subject hypothecated assets. | to section 52 However, charge on| ofthelBC. current assets shall be released on payment first instalment of Resolution Plan Amount — in accordance with this resolution plan, ji On receipt of full and final| Granted. in payment of the Resolution| case the Plan Amount — in| charge is not accordance with this| removed the resolution » Tata | applicability of Capital Financial Services | the provisions Limited i.e. one of the| of section 63 Secured Financial | will be subject Creditor shall release the | t section 52 charge on the following) of the IBC. hypothecated assets being machinery purchased out of TCFSL i Funds 44 ०1००६ लत a सि×र ५० शणमार/॥क्ष्षा2०24॥४ CPB) 123 OF 2022 ॥ the matter of Jay Formations Limited Page 54 of 108

Vii; Furthermore, as perIM | Not partof and VDR_—_— (till) _ pleadings. 08.03.2024), itis observed that certain assets are hypothecated by the Axis Bank Limited and ECL Finance Limited due to which they have created a charge on the same, however, till date neither Axis Bank Ltd nor BCL Financial Ltd have filed their claim with the Resolution Professional. % On receipt of the pay-out | Granted. In amount to UGRO Capital| _ case the as stipulated in financial| charge is not proposal in Table No. 15| removed the (Executive Summary) and | applicability of Table No. 21 (Secured | the provisions Financial Creditors) all| of section 53 and any charge or | willbe subject hypothecation created on| to section 52 any asscts of the| of the IBC. Corporate Debtor shall be released and the Resolution Applicant will not be liable to pay any other amount other than that which has been mentioned in Table No. 21 (Secured Financial Creditors ‘On receipt of the payout eal amount as stipulated in 7 a

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the financial proposal in Table No. 15 (Executive Summary) shall be considered as full & final settlement of their dues as onthe ~—CIRP ‘commencement date, and the balance amount over & above the said amount will be written off/ waived off in totality. 6 The extinguishment of the charge filed on the aforesaid hypothecated assets, plant = & machinery, raw materials ete irrespective of claim filed are of utmost importance for RA to restart the production in its full capacity 7 relevant ji. Further, as per our due diligence it is observed that the CD has procured certain motor vehicles, deposits, margin money, security deposits, fixed deposits, however, the ‘same is not mentioned in the IM. The RA herein submits that all the asscts of the CD shall be handed over to RA on the NCLT Approval Date ji, On or from the NCLT| Granted Approval Date, _all|_subjectto the accounts of the CD shall| provisions stand regularised and| under the their asset classification | banking and ‘ shall_be considered as| _RBIlaws. कल on a ‘a/iPlan}27/(AHMA2026 IN CPt6) 123 OF 2022 ‘nthe matter of tay Formulations Limited Page 86 of 108

कला emphasis on Vifay Pitamber Lalla, Resolution Professional of ETCO Industries Pvt Ltd (CP (IB) No! 1111/MB/C- 11/2019). passed by NCLT = Mumbai - 2 | Waiver of any/all As per IM, VDR (as on) Nocomments liability incurred and| —08,09.2024) and updated | accrued before CIRP| list of claims (as on commencement date} 08.03.2024), it — is on account of | observed that no claims services rendered by| of Workmen & Employees ‘Workmen &| has been admitted by the Employees: Resolution Professional However, the RA proposes | No comments to apportion Rs. 1.05 Lakhs towards the claimed amount which shall be paid in priority 1.6 within 1 month from the NCLT Approval Date against full and final settlement of their dues as on the —CIRP| ‘commencement date. The proposed payout is envisaged in — the: aforementioned table No.26. ji The Employees &| No comments Workmen shall have deemed to have provided a no dues confirmation to the CD, with respect to their claims ०. The CD shall have no en liability (whether disclosed or undisclosed) towards ‘ any of the Employees & Y \wfelani27/(aHia}2024 CAB) 123 OF 2022 lathe matteo Jay Formulations mie epi ncennsdlitti Page 57 0f 108

Workmen relating to the Period until the insolvency commencement date or such period as may be approved by the NCLT. ‘As per det Aircraft Maintenance Engineers Welfare Association v Ashish Chhawchharia, Resolution Professional of Jet Airways. (India) Limited and Others (Company Appeal (AT) (Insolvency) Number 752 of 2021] (Jet Airways Judgement’), the workmen and employees dues (including EPF & ESIC dues) shall be paid in priority. Therefore, the RA proposes to pay the entire debt of Rs, 83,558 towards EPFO dues in priority. No comments i, Any contingent claims of Workmen shall be written off in full if not crystallised on or before the NCLT. Approval Date. No comments Other than the Workmen Dues and Employees’ Dues (including the EPF and ESIC dues), any and all rights, entitlements, claims or demands made by, or liabilities or obligations owed or payable to, (including any demand for any losses or damages, or interest, back wages, compensation, penal interest, liquidated & {a/|Planj27/(AHM)2024 IN CPB) 123 OF 2022 Inthe matter of Jay Formulations Limited

‘damages already accrued/accruing or in connection with any claims) any present or past, direct or indirect, permanent or temporary ‘employee and/or workman of the CD, whether admitted or not, due or contingent, asserted oF unasserted, crystallized or crystallised, known or unknown, disclosed or undisclosed, secured or unsecured, disputed or undisputed, present or future, whether or not set ‘out in the IM, the balance sheets of the CD or the profit and loss account statements of the CD or the list of creditors, in relation to any period prior to the NCLT Approval Date, will be written off in full and shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the €D and/or the RA and/or the Implementing Entity shall at no point of time be directly or indirectly held responsible or liable in relation thereto, or have any obligation, liability or duty in relation thereto. ‘ii, Other than what has ‘been provided for in the cd /(Pani27/(Anaa)2024 IN CI) 123 0F 2022 inthe mater of Jay Formulations ७७0०४ Page 59 of 108

Resolution Plan, the RA seeks explicit waiver of any penal amount, penalty and other charges due to the Workmen and Employees Dues being ESIC Dues, PF Dues and any due: payments, penalties arrears etc. — under Employee State Insurance ‘Act, 1948, Provident Fund 4०% Payment of Bonus Act, Contract Labour Act, 1973, Industrial Disputes Act, 1947, Minimum Wages ‘Act, Equal Remuneration Act, 1776, Factories Act, 1948, Gratuity Act, 1972, etc whether claimed or not claimed, admitted or rejected or contingent or admitted at a nominal value of Rs. 1, for the period prior to the NCLT Approval Date but which may prejudice the terms and implementation of this Resolution plan of CD pursuant to the NCLT Approval Date. above what is proposed in the plan proposal in Table 15(Executive Summary), and the same shall be treated as a full and final sttlement towards their claim. ’ Waiver of the amount [The RA has made provision | To be dealt by due to Statutory) for the statutory dues as | the concorned Authorities over and stipulated in its financial) authorities. e uy(Ptan)27/(AHM)2026 IN 0218) 123 OF 2022 In the matter of: Jay Formulations Limited Page 60 of 108

i. RA seeks of the defaults claims made by the authorities over and above what is proposed to be paid in the resolution plan as stipulated in Table 15 (Executive Summary). authorities. fi. Other than what is proposed to be paid by RA in this Resolution Plan, all other operational dues, statutory dues, taxes, penalties, penal interest, demands, etc. on such operational dues of the CD, whether claimed or not claimed, admitted or rejected or contingent or admitted at a nominal value of Re. 1, for the period prior to the NCLT Approval Date, but which may jeopardize the terms and implementation of thi resolution plan, are deemed to be fully waived off and the RA may be assured that no such claim from any person or To be deait by the concerned authorities. ‘ है. _ 1a(tan)27/(AHM)2024 1M CO(B) 123 OF 2022 Inthe matter of: Jay Formulations Limited

authority shall disturb/effect the process of resolution of CD as proposed by the RA in this a Resolution Plan, 4. | Waiver of the dues of. The RA has made provision | To be dealt by the other Sundry| for the other Sundry) the concerned Operational Creditor! Operational dues as|_ authorities. and other current| stipulated in its financial Habilities: proposal in Table 15 (Executive Summary) and the same shall be treated as a full and final settlement towards their claim. i. Any operational creditors | To be dealt by of the CD, by virtue of any| the concerned contracts/agreements/not | authorities. €s/ obligations entered into between such Operational creditor and the CD and binding on all the parties to such ‘contracts/agreements/ obligations, other than those mentioned in this Resolution Plan, whether known or unknown, admitted or unadmitted, contingent or rejected shall be waived off in full. The RA shall have a liberty to decide on such contracts/ agreements obligations with such parties. Irrespective to such decision, any past liability for the period prior to the NCLT Approval Date under ‘ such contract shall _be < 1A/{Ptan)27/(AHM)2024 IN CP(IB) 123 OF 2022 Inthe mate of: Jay Formulations Limited Page 62 of108

waived in its entirety. ‘As per the IM, information available at VDR and data available at public domain the pending litigations / investigations/ appeals etc are already mentioned in the Table No. 13. To be deait by the concerned ‘Any claim छा an Operational Creditor and statutory dues after the approval of the Resolution Plan by CoC shall not be honoured /entertained or taken cognizance of the same and it shall be deemed to be settled / NIL/ waived off totally. To be deait by the concerned authorities. i Any pending labilities/ inquiries) investigations/ suits/legal/civil/ criminal/ assessment/ claims /disputes/ litigations/ arbitral award, etc. shall be deemed to be settled on the approval of! the Resolution Plan. To be deait by the concerned iv. All cases, dispute: Proceedings pending or instituted against Company and/or its shall stand withdrawn and are deemed to be withdrawn upon approval of the Resolution Plan and the respective stakeholders shall co-operate and do all 7 “t vytptana7/aea)2026 ४००७७ 123 OF 2022 Formulations Limited Page 63 of 108

such acts and deeds necessary to comply with the same, ‘Any Amount over and above what is proposed as pay-out in this plan shall be waived off in entirety and the litigation shall be disposed-off completely /quashed. i, The RA also seeks waiver | of any liability arising out of any other investigations, appeals, enquiries and the litigations being initiated under any applicable laws including but not limited labours laws, Income Tax Act 1961, Civil Procedures Code, before the CIRP’ commencement date and more specifically pending litigation, investigation, appeals ete before Labour Tribunal, Income Tax Tribunal and National Faceless Appeal Centre or any court/tribunal judicial body having jurisdiction. shall be disposed-off completely/quashed by virtue of the NCLT order approving this Resolution Plan, Emphasis on the matter of Leo Edibles & Flats Ltd. 12018 407 ITR 369 passed by Andhra Pradesh High Court, wherein it was held_that the revenue Ye Wi|Ptan)27/(AHM)2024 ॥00॥0| 123 OF 2022 ln the matter of: ay Formulations Limited Page 64 of 108

authorities cannot claim any such priority in respect of past tax dues. Emphasis on the matter of Adhunik Metaliks Ltd Vs. State of Odisha ~ Before Orissa High Court at Cuttack - WP (० No, 1553 of 2022 passed on 04.01.2022, the Hon'ble High Court quashed all demands being prior to the date of commencement of the Resolution Plan. 6 | Waiver from all/i ‘Any]| Te be dealt by Corporate claim/demand/liability | the concerned Guarantees given by| that may be filed in the| authorities. ‘the company / Bank| future or which may occur Overdrafts availed by| or crystallize against any the Company before | guarantee, if any extended NCLT approval of the| or given by the CD shall Resolution Plan not be admitted/taken into consideration. Only the final consideration as provided in Executive Summary (Table No. 14) of| the Resolution Plan would be paid/payable. li, Corporate Guarantee if any | To be dealt by given by the CD shall| the concerned stand withdrawn/revoked/ | authorities. cancelled after approval of the Resolution Plan by the Adjudicating Authority. fi, Further, any dues towards | To be dealt by the Bank overdrafts | the concerned {including interests) | authorities, availed by the company before the CIRP ‘ commencement date, et a a W/(Plan}27/(AHM2024 IN 0018 123 OF 2022 Inthe matter of lay Formulations limited Page 65 of 108

whether claimed or not claimed, admitted or rejected or contingent or admitted at a nominal value of Re. 1, shall be extinguished. The RA seeks waiver of entire liability arising out of | such overdraft facilities availed by the CD before the CIRP period and shall in no way bbe made liable for payment of such amount, over and above the —_ financial proposal as mentioned in the Executive Summary (Table No. 15) by virtue of the NCLT order approving this Resolution Plan. Further, any encumbered assets or inventories (whether in progress or finished) of the RA shall be discharged with effect from NCLT Approval Date. iv. To ensure that no rights of | To be dealt by subrogation or action | the concerned against the CD survives,| authorities. fon and from the date of approval of Plan by Adjudicating Authority, all liabilities of the CD (whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallized, known or unknown, disclosed or undisclosed, disputed or undisputed, present or . future) relating to any ae 1w/|Ptan|27/(AHMA)2024 ॥४ ८५७) 123 OF 2022 Formulations Limited Page 66 of 108

period prior to the date off approval of Plan by Adjudicating Authority in relation to any guarantee or other third party security of any nature, in respect of which such third parties may have rights against the CD, which may have been provided or ued by any person in support of, for the benefit of, or at the behest of the €D or for any other reason whatsoever, shall stand cancelled and terminated without any liabilities accruing to the CD and will be treated as settled at NIL and extinguished by virtue of the order of the NCLT approving this Resolution Plan. It is clarified that the issuer of any guarantees issued in support of, for the benefit of, or at the behest of the CD, will do all acts and execute all ‘agreements/documents as may be necessary to record the extinguishment of the subrogation rights of such guarantor of the CD, if required by the CD or the RA, as the case may be. Without prejudice to the aforesaid, if any liability is imposed on or accrues to the CD on account of any right of __ subrogation “ s{Ptan)27/(aHNA}2024 8४ 0५18) 123 OF 2022 In the matter of: Jay Formulations Limited Page 67 of 108

exercised by any party, upon invocation of any third party security provided by such third party, the beneficiary of such third party security shall hold the CD harmless and shall be responsible/liable to make all the requisite payments (including costs, intere expenses) to the relevant third party, without any recourse to the CD. 7. | Waivers for any 7 all liabilities arising due to non-compliance under Companies Act 1956 andthe Companies Act 2019/RBI/Labour laws / Import Export Code / Factory Act, 1948/Central Excise / Central Sale Act ‘Taxation laws/ GST / Employees’ Provident Fund Organisation / Value Added Tax Act / Customs Act, 1962 ete. as applicable on the CD: Upon approval of the Resolution Plan by the Adjudicating Authority, all non-compliances, breaches and defaults of the CD for the period prior to the NCLT Approval Date (including but not limited to those relating to Tax), shall be deemed to be waived by the concerned Governmental Authorities. Immunity shall be deemed to have been granted to the CD from all proceedings and penalties under all Applicable Laws for any non-compliance for the period prior to the date of approval of the Plan by the Adjudicating Authority and no interest/penal implications shall arise due to such —_non- compliance [default/breach prior to To approach ‘Authorities who may pass orders keeping in view the object of, 18६, 2016. (Plan)27/(AbN4)202 IN (श8७) 123 OF 2022 Formulations Limited Page 68 of 108

the date of approval of the Resolution Plan by the Adjudicating Authority. This includes, without limitation, waiver /extinguishment of: ‘Upon approval of the) Te approach Resolution Plan by the| concerned Adjudicating Authority, all | Authorities who non-compliances, breaches: rubato and defaults of the CD for | seeing n Mew the period prior to the | 8 gre NCLT Approval Date (including but not limited to those relating to Tax), shall be deemed to be waived by the concerned Governmental Authorities. Immunity shall be deemed to have been granted to the CD from all proceedings and penalties under all Applicable Laws for any non-compliance for the period prior to the date of approval of the Plan by the Adjudicating Authority and no interest/penal implications shall arise due to such —non- compliance /default/breach prior to the date of approval of the Resolution Plan by the Adjudicating Authority. This includes, without limitation, waiver/extinguishment of. i. All the liabilities, penalties charges, fees, etc. arising | concerned ee

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‘out of non-compliance of requirements, if any, of RBI's Regulations, Rules, Circulars, Notifications, etc, for the period prior to date of approval of the Resolution Plan by the Adjudicating Authority shall be treated. as waived oft/extinguished. ‘Authorities who may pass orders keeping in view the object of 8c, 2016. ii. All the — labil penalties, notice fee, transfer fee, premium, renewal fee, Education Coss, charges, fee municipal tax, arrears, etc. of ier or non- payment of taxes in respect to Property Tax, Transfer Fee etc on immoveable assets of the CD, thereunder, if any, of Gujarat Industrial Development Act 1962, Regulations, Rules, Circulars, Notifications, etc., for the period prior to date of approval of the Resolution Plan by the Adjudicating Authority, as per the terms, and implementation of _ this Resolution Plan, shall be treated waived off/extinguished. To approach ‘Authorities who ‘may pass orders ‘keeping in view the object of, we, 2016. WV. ‘All the” penalties, notice fee, | concerned Education Cess, charges, | Authorities who | fees, municipal _ tax, | 7०) Pass orders KA a ही

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arrears, tc, arising out of non-compliance or non- payment of taxes in respect to Property Tax on immoveable assets of the CD, thereunder, if any, of Gujarat Land Revenue Code 1879, Regulation: Rules Circulars, Notifications, ete. for the period prior to date of approval of the Resolution Plan by the Adjudicating Authority, as per the terms and implementation of this treated as waived off/extinguished. keeping in view the object of 18९ 2016. ¥ ~All the liabilities, arrears, society dues, property tax, penalties, notice fee, Education Cess, charges, fees, municipal tax, arrears, etc. arising out of non-compliance or non- payment of taxes in respect to Corporation Tax on immoveable assets of the CD, thereunder, if any, Gujarat Municipalities Act, 1963/Gujarat_ Panchayat Act, 1993, Regulations, Rules, Circulars, Notifications, etc. for the period prior to date of approval of the Resolution Plan by the Adjudicating Authority, as per the terms and implementation of this at 1/(lan}27/(AHa)2024 8 ८०७७) 123 OF 2022 Formulations Limited Page 71 of 108

Weated as waived off/extinguished. Ail the liabilities, interest, [Te approach s, charges, fees, | concerned any form arising out | Authorities who ‘of non-compliance of the | May pass orders requirements of any of the आल ot Labour laws like Employee | 0० sori State Insurance Act, 1948, Provident Fund Act, Payment of Bonus Act, Contract Labour Act, 1973, Industrial Disputes Act, 1947, Minimum Wages Act, Equal Remuneration Act, 1776, Factories Act, 1948, Gratuity Act, 1972, te. for the period prior to date of approval of the Resolution Plan by the Adjudicating Authority, as per the terms and implementation of _ this resolution plan, shall be treated as waived offfextinguished and. all/any pending litigation in case of above labour laws shall stand abated. ji, All the liabilities, /Te approach penalties, charges, ees, | concerned cic. payable tothe | Authorities who regulators by the CD/| May pass orders arising out of —_non-| Keeping in view the object of compliance, default, | 82 2015 breach, violation of the requirements of the applicable law including provisions of FEMA & ’ FERA Regulations, Trade Rad

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Policy of the Government of India, Export Oriented Unit Regulations, Rules, Circulars, Notifications, etc, for the period prior to date of approval of the Resolution Plan by the Adjudicating Authority, as per the terms and implementation of this Resolution Plan shall be treated waived off/extinguished. का. All the liabilities, pending dues, penalties, charges, fees etc arising out of non- compliance or — non- payment of _ the requirement of Electricity Act, 2003, Regulations, Rules, Circulars, Notifications ete for the period prior to date of approval of the Resolution Plan by the Adjudicating Authority, as per the terms and implementation of this treated as waived off/extinguished. To approach ‘Authorities who ‘may pass orders keeping in view the object of 186, 2036. ix All the Tiabilities, penalties, charges, fees, etc, arising out of non- compliance ofthe. requirements of any of Import Export Code Regulations, Rules, Circulars, Notifications, etc, and DGFT regulations for the period prior to date To approach ‘Authorities who may pass orders keeping in view the object of 186, 2016. yey (Plan)27/(AHMA}2024 IN 0008) 123 OF 2022 ॥ the matter of: fay Formulations Limited Page 73 of 108

‘of approval of the Resolution Plan by the Adjudicating Authority, as per the terms and implementation of this treated waived off/extinguished. he. All the liabilities, penalties, |To approach charges, fees, etc. arising | concerned ‘out of non-compliance of | Authorties who the requirements of | Mav pass orders payment towards —_any| Keeping in view the object of statutory dues or amounts | ie 2018 payable to the employees of CD under laws relating to payment of gratuity, bonus, provident fund, leave encashment and any similar amounts. ‘All the liabilities, Te approach penalties, charges, fees, | concerned ete. arising out of non. | Authorities who compliance of _the | TM2¥ Pass orders requirements of any of| weePing view Factories Act, Regulations, | 8८ 2015. Rules, Circulars, Notifications, etc. for the period prior to date of approval of the Resolution Plan by the Adjudicating| Authority, as per the terms ‘and implementation of this treated as waived off/extinguished. ~All the penalties, charges, fees, | concerned etc. arising out of non- | Authorities who Pi compliance of _the | TMay Pass orders 4 < ॥8/॥2००27/8#9)2024 WN 00॥0) 123 OF 2022, In the matter of: ay Formulations Limited Page 74 of 108

Tequirements of any of] Keeping in view Environment Protection | the object of Act, 1986, Water Act, | 8५ 2016. 1974, Air Act, 1981, Indian Boiler Act, 1923, Noise Rules 2000, Regulations, Rule Circulars, Notifications, ete. for the period till date of approval of the Resolution Plan by the Adjudicating Authority, 8 per the terms and implementation of this treated as waived off/extinguished. All the liabilities, |Te approach interest, penalties, | concerned charges, fees, etc. in any | Authorities who form arising out of non-| कम pass orders compliance of _the| Keeping in view requirements of any of the | 8९ 208 ‘Taxation laws like Income Tax Act, 1961, GST, Finance Acts, Securities ‘Transaction Tax, Credit Information Companies (Regulation) Act, 2005, etc. such as existing/future litigation, sessment, scrutiny, contingency for the period prior to approval of the Plan by Adjudicating Authority, as per the terms and implementation of this treated as waived off/extinguished and all/any pending litigation ) in_case_of above labour 4

‘w/Plan)27/(AHia}2028 N CPB) 123 OF 2022 In the matter of day Formulations Limited Page 75 of 108

laws shall stand abated. Nothing other than what is provided in Resolution Plan would be paid payable, civ. All the liabilities, penalties, charges, fee etc, arising out of non- compliance of the requirements of any of Customs Act, 1962, Regulations, Rules, Circulars, Notifications, etc. for the period prior to approval of the Resolution Plan by —Adjudicating Authority, as per the terms ‘and implementation of this treated as waived offextinguished, To approach concerned ‘Authorities who ‘may pass orders keeping in view the object of 8६, 2016. ह. | To grant waiver as per the executive summary claborated in Section 2 Table 15 Executive Summary of this Resolution To grant waiver as per the executive summary elaborated in Section 2 Table 15 Executive Summary of this Resolution Plan. The amount provided under this Resolution Plan and stated therein shall be the full and final settlement amount. 8. | Waivers of Income- Tax, MVAT, CDBT and MAT lability arising on plan implementation Waiver of any Income-tax and Minimum Alternate Tax (MAT) liability oF consequences {including interest, fine, penalty, etc) on the Company, RA and its shareholders on. Ww account of various steps as. To approach ‘Authorities who may pass orders keeping in view the object of tac, 2016. ca 1W/Plani27/(an4a}2026 ४ 018) 123 OF 2022 Inthe matter of: Jay Formulations Limited

proposed in the Resolution Plan, including but not limited to liabilities if any under Section 28, Section 41 for write back of liabilities, Section 43, Section 50C, Section 50 CA, Section 56 for fair valuation/deeming provisions, Section 79, Section 115JB of the Income-tax Act, 1961, including, without limitation: JA. Waiver of any Tax or MAT liability to the RA on account of purchase of| Equity share of the company in accordance with section 6 of the Resolution Plan} To approach B. waiver of MAT and income tax implication arising due to hiving off of surplus/ obsolete assets or selling for raising money to make Balance Payment, To approach ; waiver of MAT and income tax implication arising due to write back,/ write off of liabilities in the books of| ‘accounts of the Company without any impact on brought forward tax and book 1088 / depreciation, pursuant to this Resolution Plan Ww D. waiver of any Tax on account of += any transactions contemplatedel Granted x“ y(Plan)27/(aHIj2024 IN 00॥8] 123 OF 2022 Formulations Limited Page 77 of 108

‘under this Resolution Plan or arising out-of implementation of this Resolution Plan, and any other tax implication arising pursuant to the implementation of the transactions contemplated under this Resolution Plan. | i. Waiver of waiver to the €D/RA/Implementing Entity with respect to compliance with section 26988 and section 269T of the Income Tax ‘Act for any steps pursuant to implementation under the Resolution Plan, and the CD/RA/Implementing Entity shall not be held liable under Section 271D and Section 271E of the Income Tax Act. above waiver was approved by the NCLT Mumbai Bench in the case of Print House (India) Private Limited page 91 and 95 therein (CP (1B) '82/(MB)/2018). in reference to Writ Petition No, 25827 of 2019 The Sirpur Paper Mills Limited & Another Vs Union of India & Two others passed by Hon'ble Telangana High Court The Hon'ble Telangana High Court opined that from the date ‘Not Granted cad \as{Ptan)27/(ANM)2024 IN 0008) 123 OF 2022 Formulations Limited Page 78 of 108

of approval of the Resolution Plan by the ‘Tribunal, the same would prevail over the claims of the Income Tax Department and such claims which are outside the Resolution Plan for the ) period covered by the Resolution Plan would stand extinguished. The same was held while | quashing notices sent by Income Tax Department. | | | The RA secks waiver from|To approach any penalties, demand, | concerned fees or any liability due to | Authorities who non-compliance of any| av sas order Sblgntons conditions | Seeing ow prior tothe NOLT Aporoal| 6 oe Date. Nothing other then provided in Resolution Plan would be paid/payable by RA/CD. का. | Waiver for unknown | The RA/CD shall not be|To approach liabilities /off liable to pay any hidden | concemed balance sheet | unknown. liailities/off| Authorities who transactions: balance sheet transactions | MY Pass orders surfacing at any future | Keeping in view date afler approval or | the ,oblect_ of Resolution Plan by | 16:06 Adjudicating Authority. Nothing other than provided in Resolution Plan would be paid / payable by RA/CD. 12.) Waiver from|The Code, the CIRP|To approach payments to| Regulations and _—_the | concerned Creditors relevant judgements entitle | Authorities who submitting claims| all creditors of a CD_to | may ass orders a ॥/॥2००227//#0॥2024 IN ००॥७| 123 OF 2022 Inthe matter of: lay Formulations Limited Page 79 of 108

Submit their claims to the Resolution, Professional on or prior to 90 days. from CIRP commencement date and/or until the date on which the Resolution Plan gets approved by the CoC on the direction of the Adjudicating Authority. As 2 result, in the event any Creditor of the Company does not submit its claims tothe —_Resolution Professional prior to the date of approval of the Resolution Plan by CoC, then in such case, the said Creditor will not be entitled to receive any payments under the Resolution Pian. No Iegal action can be lodged against the said claim against RA/CD and their claim shall be deemed to have been waived off without any farther action on the part of RA, Keeping in view the object of 186, 2016. 13. | Waiver from payments under any instruments ‘All the outstanding. negotiable instruments issued by the CD or any person on behalf of the CD including promissory notes, post-dated cheques and Letter of Credits, shall stand cancelled and the D's liability under such instruments shall stand extinguished. To approach ‘Authorities who may pass orders keeping in view the object of 18६, 2016. ° q ॥8॥2००27/ 82024 IN 0008] 123 OF 2022, In the matter of: fay Formulations Limited Page 80 of 108

14. |Waiver from stamp duty implications Waiver from the lew of stamp duty and fees by the stamp authorities and Ministry of — Corporate Affairs, applicable in relation to this Resolution Plan and its implementation, including ‘an increase in Authorized Share Capital of the CD and in relation to transfer of Investments, Real Estate and other assets as. contemplated in this Resolution Plan (if required for implementation of, Resolution Plan) and issuance of new Equity Shares to the RA and/or the Financial Creditors, as contemplated in this Resolution Plan. keeping in view Bc, 2016. to Business Permits
15. | Waiver with respect All Business Permits, authorisations, registrations, quotas, allotments, all kinds of approvals, consents, privileges, liberties, advantages, easements, exemptions, incentives including in relation to any taxes and all the rights, title, interests, benefits, entitlement, advantages, privileges receivable under applicable law, whether statutory or otherwise or in terms of certain schemes or policies including by the Central_or any State ‘may pass orders keeping in view the object of ७8६, २०१6. a 1W/(Plan)27/(AHN4}2024 # 0010] 123 OF 2022 In the matter of: fay Formulations Limited Page 81 of 108

Government or other local authority, or any foreign government or _ body, contract, lease or license granted in favour of the CD or to which the CD is entitled to or accustomed to, that may have lapsed, expired or been terminated, on account of non-payment of | any statutory dues or filing fees as the case may be, shall be renewed by the respective Governmental Authorities with effect from NCLT Approval Date, without any additional cost to the RA. For the avoidance of doubt, it is hereby clarified that all aforesaid documents, which have lapsed, expired ‘or been terminated on or prior to the NCLT Approval Date, as the case may be, shall be renewed by the relevant Governmental ‘Authority on an expedited basis and pending receipt of such renewed documents, the RA shall be permitted. to continue to operate its business as a going concern without disruption for the benefit of the RA for a period of 12 months, During the aforementioned kt y(Pian)27/(AHM)2024 IN CPUs) 123 OF 2022 In the matter of Jay Formulations Limited Page 82 of 108

renewed by the relevant Governmental Authority, whichever is later, the RA and the CD shall have immunity from any actions and penalties under any Applicable Law for any ‘non-compliance of Applicable Law in relation to the CD as well as with the terms of any agreement or arrangement entered into with the CD which was existing as on NCLT Approval Date and which continues for a period of 12 months from the date of acquisition of control by the RA. 76.|Waiver with respect Upon approval of the|To ऋतिÝक to contractual | Resolution Plan by the | concemed obligations Adjudicating Authority, all | Authorities who non-compliances breaches | TMY pass orders tnd defaults of the CD for teping मल the period prior to NCLT| fe oath Approval Date shall be deemed to be waived by all the concerned customers (including government, semi-government, third party and public sector undertakings) with whom the CD, its Affliates, subsidiaries and associate company has entered into contract for supply of goods and/or services and immunity shall be deemed to have been granted to the . CD along with its Affiliates, a 0.00. \a/(Plan)27/(AHM2024 IN CPIB) 123 OF 2022 Formulations ited Page 83 of 108

subsidiaries and associate company from all proceedings, penalties, black listing or any action under the contracts entered into by the CD along with its Affilia subsidiaries and associate company with any of customer and under all the Applicable Laws for any breach default or non- compliance for the period prior to NCLT Approval Date and no interest/ penal or any negative action shall arise due to such breach /default/non- compliance prior to NCLT Approval Date. ४ CD and the RA shall be exempted and shall have no obligation to: (a) implement from retrospective effect, any past settlement ‘agreements, arrangements or engagements agreed or entered with workmen, employees, or any labours (contractual or otherwise) individually or through unions; and (b) enter into any new settlement agreements, arrangements or engagements with workmen, employees, or ‘any labourers (contractual or otherwise), individually or_through unions _for J के रतन —— \w/|Plan|27/(AHMA2024 IN 00॥8] 123 OF 2022 In the matte of Jay Formulations Urited Page 84 of 108

period prior छ NCLT Approval Date. jotwithstanding anything written above, in case of any adverse finding/ruling 7 adjudication by any competent court / tribunal Jauthority/judicial or quasi-judicial body, then the CoC and RP shall not be responsible for the same. However, if any such payments are to be made by the CD or the SRA, the same shall be deducted from the Resolution Plan Amount and will not be over and above the Resolution Plan Amount such that the Resolution Plan Amount proposed by the SRA along with time- line for payment proposed shall remain intact and unaftected. 17. B. DIRECTIONS i. To direct the Secured and| To approach The Adjudicating| Unsecured Creditors, | concerned Authority (NCLT) is| statutory authority and its | Authorities who requested to| departments to release the | MY Pass orders ‘approve the| property atuached | Heong क ew following: including assets and Bank ane * Accounts attached, if any and issue —_No-Dues Certificate in favour of CD and release the security interest or encumbrances in any of the assets not limited to. movable, immovable, tangible, intangible, mortgaged or —— So \astPtan|27/(aH2024 IN CPB) 123 OF 2022 In the matter of: Jay Formulations Limited Page 85 of 108

pledged ete, i. To direct that on and with effect. from the NCLT ‘Approval Date, —_ alll encumbrances, security interests, liens and/or attachments including pursuant to Applicable Law and __ particularly Section 281 of Income Tax Act, 1961 and Section 81 of Central Goods and Services Tax Act, 2017 created or suffered to exist over the Assets of the Cd, whether by contract or by Applicable Law, whether or not in favour of Persons receiving settlement sunder this Regulation Plan, shall stand unconditionally and irrevocably released and all enforcement proceedings commenced by any Person over any of the Assets of the CD or any subsidiary of the CD shall stand released and reversed, without the requirement of any further deed or action or part of the RA or the cD, To approach ‘Authorities who ‘may pass orders keeping in view the object of 18६ 2016. ii, To direct all movable properties of the CD including tax refunds with the government a applicable, investments in shares and any other To approach ‘Authorities who ‘may pass orders keeping in view the object of 8८ 2016. ण a {n/(Pan}27/(AHN)2024 # CPB) 123 OF 2022 In the matter of Jay Formulations Limited Page 86 of 108

‘Securities, sundry debtors, future receivables, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and — deposits with government, semi government, local, private bodies or any other institution, shall without any further act, instrument or deed, become the property of the RA and shall stand transferred to the RA pursuant to the Resolution Plan post the = NCLT Approval Date. Further, such movable properties shall not be appropriated by the CD or any person or cntity on behalf of the CD for any purpose for the period from the CIRP commencement date to the NCLT Approval Date. wv. To direct the Financial|Te approach Creditors to classify the | concerned CD's bank accounts under | Authorities who the cate ‘of standard | May pass orders mae keeping in view i the object of ७8८ 2016. To direct that the CD be| To approach permitted to revise and/or | concerned file returns pertaining to | Authorities who the CD inchiding but not | May pass orders 4 1 eeping in view ESA ‘w/Plan27/tantaj20z6 ॥ CPB) 123 OF 2022 In the matter of: Jay Formulations Limited Page 87 of 108

Timited to annual returns, |the object of income tax returns tax | !8C, 2016. deducted / collected at source returns, service tax returns, excise tax returns, sales tax/VAT/GST returns, and other returns filed with the government and other statutory oF regulatory authorities may be required. Such returns may be revised and/or filed notwithstanding that the statutory period for such revision and/or filing might have expired and the same must be processed by the relevant statutory / regulatory authority without the payment of any costs or penalty thereto. i. To direct the Principal| Te approach ‘Commission of Income Tax | concerned ‘of the said jurisdiction to | Authorities who allow the CD to carry| may pass orders forward its accumulated | Keeping new tax losses for a period of 8| fe joi years and unabsorbed depreciation, if any, for infinite period, to be filed alter NCLT Approval Date for the previous year's returns not filed, without prejudice to the rights available in law and CD shall be permitted recourse to the third proviso to Section 79 of the IT Act E a /Pan)27/aHta)2024 ॥ C8) 123 OF 2022 Inthe mate of ay Formulations United

and Section 115JB of the Act ji, To direct that the write off of assets for giving effect to the Resolution Plan shall be allowed as business expenditure u/s 36 and 37 of Income Tax Act, 1961. ji, To give or issue necessary directions, instructions to the Central Board of Direct Taxation (‘CBDT), Central Board of Indirect ‘Taxes, Customs, Value Added Tax authorities, State Governments Tax authorities to grant the reliefs /exemptions waivers from applicability of | Section 170 and Section 281 of the Income-tax Act, 1961, for the purposes of| implementation of this Resolution Plan. ix. This Tribunal to issue a ‘summons/notice on the first day of hearing to the Principle Commissioner or Commissioner having Jurisdiction over the CD u/s 79 of the Income Tax Act, 1961 to Income Tax Department to give ‘sufficient opportunity of being heard to Income Tax Department to allow the carry forward of business

न ॥0#(शमर7/॥0॥॥2024॥ 0१७) 123 OF 2022 In the matter Jay Formulations Limited Page 89 of 108

Toss for a period of 8 years from the NCLT Approval Date and allow the unabsorbed depreciation loss to be carry forward for indefinite period. as per Income-Tax Act, 1961. Emphasis on Writ Petition No. 25827 of 2019 The Sirpur Paper Mills Limited & Another Vs Union of India & Two others passed by Hon'ble Telangana High Court The Hon'ble Telangana High Court opined that from the date of approval of the Resolution Plan by the ‘Tribunal, the same would prevail over the claims of the Income Tax Department and such claims which are outside the Resolution Plan for the period covered by the Resolution Plan would stand extinguished. ‘The same was held while quashing notices sent by Income Tax Department. ६ To explicitly direct the| The lesue will relevant statutory | be decided by authorities that all pending | the concerned assessments be waived | authorities, and neither the CD nor the | considering RA be subject to any tax| the provisions liability on account of such | _of the IBC, | pending wessments. | 2016 and the y ae आजा पक लक 0/2७0027॥4##/02024 IN CP(B) 123 OF 2022 Inthe matter of: Jay Formulations Uiited Page का of 108

Further, post the approval | decieton of the of the Resolution Plan by| Hon'ble the Adjudicating Authority | Supreme Court no re-assessment/revision | in the case of or any other proceedings | Ghanshyam under the Income Tax Act, | Mishra based 1961 and other statutes | onthe clean governing indirect taxes | slate principle, (including but not limited | #6 discussed to sales tax, VAT, goods| inthe order. and services tax, excise duty, customs duty, GAAR etc.) shall be initiated whatsoever against the €D/RA in relation to the period prior to the date of approval of Plan by ‘Adjudicating Authority in case no claims have been submitted by the authorities in this regard. ‘Any such consequential demand shall. be considered non-existing and not payable by the CD/RA. Any proceedings kept in abeyance in view of CIRP shall not be revived post the date of approval of Plan by Adjudicating Authority. bi To grant permission to the| Granted RA to use the brand, logo, name, tradename, trademark, software, whether registered or unregistered in color or black and white, owned, licensed, sub-licensed or otherwise of the CD. {Plan|27/(AHM)2026 IN ८१08) 123 OF 2022 ॥ the mater of: Jay Formulations Limited scencalticanss Page 91 of 108

without any fees, for a period of 12 months from the NCLT Approval Date only for the purpose of the implementation of this transaction. The CD shall crystallize all costs and expenses with respect to the brand, logo, name, tradename, trademark prior to the NCLT Approval Date. है ji. To direct that all Business Permits, authorisations, registrations, quotas, allotments, all kinds of approvals, consents, privileges, liberties, advantages, easements, exemptions, incentives including in relation to any taxes and all the rights, title, interests, benefits, entitlement, advantages, privileges receivable under applicable law, whether statutory or otherwise or in terms of certain schemes or policies including by the Central or any State Government or other local authority, or any foreign government or body, contract, lease or license granted in favour of the CD or to which the CD entitled to or accustomed to, as on the CIRP commencement _date, ‘Approach relevant a 1af{Plan}27/(aHNA}2024 IN ०७७) 123 OF 2022 ॥ the matte of: Jay Formulations limited Page 92 of 108,

‘sland transferred to the RA pursuant to the Resolution Plan post the NCLT Approval Date. ii, To direct that the financial statements prepared in accordance with the provisions of this Resolution Plan be binding on all stakeholders (including but not limited to Income tax Department, Goods and Service Tax Departments, Sales Tax Department, other tax departments, RoC, RBI and all other Governmental Authorities). Approach kiv. To direct that the financial statements prepared in accordance with the provisions of this Resolution Plan be binding on all_ stakeholders. (including but not limited to Income tax Department, Goods and Service Tax Departments, Sales Tax Department, other tax departments, RoC, RBI and all other Governmental Authorities). ‘Approach relevant authorities. kv. To direct the GIDC that no transfer fees/premium charges shall be levied by GIDC or any other authority in case of change of the ownership of CD as per the terms of this Resolution Plan. one Raa y(Plan)27/(asn4}2024 IN 00॥8] 123 OF 2022 Formations Limited Page 93 of 108

7, To direct the GIDC to grant waiver of any of the GIDC dues as on the NCLT Approval Date. ‘To approach appropriate authority ii, To direct the GIDC to re- connect the water supply (f supply was. disconnected due to default/ failure in payments) for all the Units and offices of the CD on payment of their entire dues as per the terms of this Resolution Plan and keep the security deposits kept by the CD intact. To approach appropriate authority To direct the Uttar Gujarat Vij Company Lid to reconnect the Electricity connections if supply was disconnected due to default in payments) for all the Units and offices of the CD and keep the security deposits kept by the CD intact. Emphasis on NCLAT Judgement of Swati Aqua Lid & Anr Vs, Jharkhand छा Vitran Nigam Lyd & ‘Anr, wherein it was stated that not having filed claim of electricity dues of pre- CIRP in CIRP, it is not entitled to recover pre- CIRP dues and electricity cannot be disconnected. To approach authority xix, To direct that all the dues including statutory ad ta/Planj27/(AHW)2024 WW CPO) 323 OF 2022 Jn the matter of: Jay Formulations imited Page 94 of 108

ducs owed to the Central or State Government or local authority shall stand extinguished and no proceedings in respect of such dues shall be continued. iz To direct that al/ To approach ‘agreements which require the consent of any third party| appropriate for any change of control of | authority the CD or transfer of any asset of the CD shall be deemed to have been provided by such third parties with effect from the NCLT Approval Date to the cp. स्व. To direct extension of The ‘moratorium imposed | Moratorium under Section 14 of the| under section IBC until the NCLT| 14ends on the Approval Date. However,| date of such moratorium shall not| passing this apply to transactions| order. contemplated in this Resolution Plan. E The statutory) To approach authorities including but the not limited to ROC to be| Appropriate directed to allow the RA to| Authority file any —returns/forms relating to period prior to the NCLT Approval Date in case compliance is not made in the past without any late filing fees, penalty, interest or any other dues. Further, after the above compliance, the _ CD's a %ुáूूÀण perctenren Mlsenctenn ॥/70००27/.2024 N CPB) 123 OF 2022 ‘nthe matte of: Jay Formations Limited Page 95 of 108

‘account may be treated as regular and it may be allowed to take all benefits available under these statutes. wiv. To direct that all benefits including on account of any carried forward tax —_ losses, exemptions, — deductions, rebates, reliefs, credits, ete. a CD under any tax laws in India, including but not limited to Income Tax Act, 1961, the Customs Act, 1962, GST law and such other tax laws, shall not lapse pursuant to the Resolution Plan and shall bbe available post the NCLT ‘Approval Date. ‘To approach authority

Notwithstanding anything contained in the Income Tax Act, 1961, the Adjudicating Authority to direct that the CD be allowed to file past income tax returns for the period prior to the NCLT Approval Date and no penalty, interest, charge should be levied for the same. Further, all losses, exemptions, deductions, rebates, reliefs, input tax credits, ete. available to the €D available in such returns filed shall not lapse pursuant to the ‘To approach the appropriate ‘authority a“ ‘bjaniz/anunaaze w Choe) 23 0F2022 Formulations Limited Page 96 of 108

Resolution Plan and shall be available post the NCLT Approval Date. vi. The CD and the RA shall be granted an exemption from all taxes, levies, fees, transfer charges, transfer premiums, and surcharges that arise from or relate to the implementation of the Resolution Plan, since payment of these amounts may make the Resolution Plan unviable. Foregoing reference to Taxes shall include the following: i. ‘Transaction cost: Any transfer premiums or charges, change of ownership/ control charges payable. in connection with the implementation of _ this Resolution Plan and the consequent change in ownership and control of the CD; Relevant Governmental Authority includes but is not limited to the relevant authorities of the states in which the CD and RA undertake business. the relevant vil. To direct that upon the approval of Resolution Plan, the RA be granted time period of 12 months from the date on which the Adjudicating Authority To approach appropriate authority | | YY \astetan|27/(AHN4)2024 IN ८208) 123 OF 2022 ln the matter of: fy Formulations Limited Page 97 of 108

approves the Resolution Plan, = t>-~—sensure compliances in relation to the non-compliances of Applicable Laws by the CD pertaining to any period up to the date on which the Adjudicating Authority approves the Resolution lau vii. To direct the | To approach jurisdictional ROC to take the on record the Resolution | Appropriate Plan, upon approval of the| Authority Plan by the Adjudicating Authority, without any further compliances, xix. To direct the| Toapproach jurisdictional ROC tol the maintain the status of the| Appropriate CD from the NCLT) Authority Approval Date as ACTIVE Compliant in terms of Rule 25A of the Companies 2014, in its records without the requirement of ‘any other filing or action to be undertaken in this. regard. ३9७८ To direct the employees | [including KMps|, workmen and suspended Directors of CD to handover following on NCUT Approval Date * The password of the Machinery, + Software & manuals of Machinery, 1/Ptan)27AH)2028 CPCB) 123 OF 2022 In the matter of: fay Formulations Limited Page 98 of 108

Dossier Data Base Stability Report

Any other data or report essential for running the unit and * Or any _ other data/document sought by RA. xxxi, To direct that the pledge created over the assets of the CD in favour of the Financial Creditors be immediately released upon full and final settlement of dues of the Financial Creditors under the Resolution Plan. sexi. To direct that no Governmental Authority including regulatory, judicial and quasi-judicial authority) shall issue any orders, directions, decrees, judgments etc. that will be in contravention of the हु wood, To direct that all employee stock option plans, or similar incentive schemes of the CD be extinguished in such a manner that RA or CD do not have to incur additional cost post take over. voaiv, To direct that any inquiries, investigation: notices, show cause notice: ‘To approach the appropriate T a {/Ptan)27/(AHM)2024 IN CPB) 123 OF 2022 In the matter of: fay Formulations Limited Page 99 of 108

suits, | agreements, claims, disputes, criminal proceedings, arbitration, litigation, tax proceedings or any other judicial, regulatory or administrative proceedings, in connection with the CD or the affairs of the CD _ including proceedings before any judicial quasi-judicial body including proceedings before the Debt Recovery Tribunal, Magistrate's Court, High Court, Supreme Court, Consumer Courts, RBI, SEBI, Stock Exchange, Registrar of Companies, Regional Director, or any judicial or quasi-judicial authority or any rating agency against the CD, pending or threatened, present or future in relation to any period prior to the date on which the Adjudicating Authority approves the Resolution Plan, from any Person or Governmental Authority, or arising on account of implementation of this Resolution Plan shall stand withdrawn and dismissed and all liabilities and obligations therefore, whether or not set out in the balance sheets of the CD or the profit and loss account a {a/(Plan)?7/(aHNA}7074 ॥४ 7०08) 123 OF 2022 ॥ the matter of: lav Formulations Limited Page 109 of 108,

deemed to have been permanently extinguished and no adverse orders, passed in the said matters should apply to the CD or the RA. Upon approval of this Resolution Plan, inquiries, investigations, suits, Claim isputes, litigations, arbitrations — or other regulatory or proceedings will be deemed to be barred and will not be initiated or admitted ogainst the CD, in relation to any period prior to the date on which the Adjudicating Authority approves the Resolution Plan. Emphasis on Paramijit Gandhi Vs. Ashwini Mehra, Chairman Monitoring Committee of Educomp Infrastructure & | School Management Ltd & Ors (2023) 228 NCLAT, wherein it was held that the Section 32k being a statute regarding liability for prior offences, as and when such occasion arises, it is always open for the Appellant to seck protection under Section 32A in accordance with law. | ३0०७, To direct that the CD) To approach कु be granted the —. “कअकिकबील

ne eee Nr \a{Ptan)27/(ANN«)2028 IN ००७७) 123 OF 2022 Formulations imited Page 101 of 108

‘waiver/exemption from compliance of compounding under Section 143(12) and any other relevant. provisions of the Companies Act, 2013 and other applicable laws for the removal of both statutory and internal auditors of the CD and appointment of new auditors (if required). ‘appropriate authority voowi, To direct that any inquiries, investigations, notices, show cause notices, suits, settlement agreements, claims, disputes, criminal proceedings, arbitration, litigation proceedings with respect to workmen and employee whether filed in individual capacity or filed through a union, shall stand withdrawn and dismissed and no adverse orders passed in the said matters apply to the CD or the RA in relation to any period prior to the date on which the Adjudicating Authority approves the Resolution Plan. ‘To approach appropriate veowil, To direct that any approvals that may be required from Governmental Authorities or third parties (including but not limited to | tax authorities, BSE, NSE, ROC, SEBI and RBI) in connection with the ‘To approach appropriate \ay(elan)27/fAHM)2024 IN ७008) 123 OF 2022 Inthe matter of tay Formulations Limited

implementation of the Resolution Plan including on account of change in ‘ownership control of the CD, shall be deemed to have been granted on the date of approval of the Resolution Plan by the Adjudicating Authority. ३9०0, To direct the Food & | To approach Drugs Control the ‘Administration and| appropriate Commissioner of State} authority Excise to keep the licenses, permits and their services along with the security deposits intact. xoxix, To direct the | To approach Employees/ Contract the Labourers/ Operational| appropriate Creditors/ Labour Union/| authority other stakeholders for complete co-operation at the time of resolution of CD as per the terms —of implementation of this Resolution Plan. xl. To direct the appropriate authority to grant / renew licences required for the running of the unit without | authority any penalty, — interest, damages for any past non- compliances. Xi, To direct that, subject to} To approach timely payments being made the in respect thereof, the appropriate Company and all its authority facilities to continue to receive supply of essential 2) ” me pacts ॥/0००27//क०2024 ॥४ ८०७७) 123 OF 2022 Inthe mater of: ay Formations Limited Page 103 of 108

(as defined under the IBC and the CIRP Regulations) on an uninterrupted basis and no contracts for supply of essential goods to be terminated on account of the initiation of corporate insolvency resolution process/ bankruptcy proceedings involving the CD, appointment of the Resolution Professional, change in control / constitution of the CD pursuant to the terms of: this Resolution Plan, and in respect of any pecuniary liability that is being settled in terms of the Resolution Plan ‘To direct that neither the RA, nor any of its affiliates or connected persons, be disqualified from or considered ineligible under the Code for proposing and/or implementing a plan in relation to the insolvency resolution of any person (other than the CD), merely on account ofthe implementation of this Resolution Plan by the RA. xiii, In case of any adverse To approach finding ruling adjudication the by any competent court /| appropriate tribunal / authority / authority judicial or quasi-judicial | body, then the CoC and RP | 4d |... wren auns7024 w कफ OF 2022 Inthe matter olay Formulations Limited Page 108 of 108

| Be nhot be responsible Tor the same. However, if any such payments are to be made by the CD or the SRA, the same shall be deducted from the Resolution Plan ‘Amount and will not be over and above the Resolution Plan Amount such that the Resolution Plan Amount proposed by the SRA along with time-line for payment proposed shall remain intact and unaffected." 19) In this case, the RP had filed Interlocutory Applications under sections 43 and 66 of the IBC based on the report received from the Transaction Auditor. These IAs have been decided by this Tribunal, and orders have been passed. These orders are listed in the following paragraph. The RP has been directed to give effect to these orders. 20) In this case, various Interlocutory Applications were filed, and this Adjudicating Authority has considered all of them, none is now pending and orders have been passed. It is directed that all the orders must be given effect to as per Law. The details of these IAs are given below: = | Date of | Filed Water =" | oF fing y Order VROSz02F | RP | Vinod Tarachand Agrawal | 02002024 Formulations Limited & Ors. Vig" RakshtAshwinbhsi _— | Ren ore oy & ‘ta(Plan}27/(A¥Nt}2024 IN CP(B) 123 OF 2022 In the matter of: lay Formulations Limited Page 105 of 108

Patel & Ors. (Se 605) 160, 2016, Rutw $1 of NCLT ‘ules OAOFBOR | Vinod Yarachand Agrawal a wase7(aHMy2026 IRP छा Ms dy Formulations Limited & Ors. Vis Rakshit Ashwinbdhal Patel & Ors. [Sec- 43,44,60(5 Tar 2024 | Vinod Tarachand Agrawal a | rartose(anw2024 1RP for Mis dy Formulations Limtes & Ore Vis Rakshit Ashwinbhat Patel 08 [See- 156 67 60(5) O28 20 || ‘Small Trusts | 08082025 tarteayanuy2024 Development Bark Of Inia Vis Vinod Tarachand Agrawal RP. for Jay Formulation Lt [sec- 60 ¥503:2025 | State | State Tax Offcer Vis S| 05082025 asass(any2025 Tax | Vinod Terachand Agrawal Officer |IRP- for Mls day Formulations Limtes & Ors (880. 60(6) IBC rw Rule 11 Net 21) The RA is directed to pay the entire Resolution Plan amount within the time period stipulated under the Resolution Plan. Failing this, the entire amount paid by the Resolution Applicant (including the Performance Bank Guarantee, if any) as of the said date would be automatically forfeited without any recourse to this Tribunal. 22) It is hereby ordered that the Performance Bank Guarantee furnished by the Resolution Applicant shall remain in force till the amount proposed to be paid to the creditors under this plan is fully paid off and the plan is fully implemented, o o \w/(@tan)27(AHM)2024 IN 0218) 123 OF 2022

‘The Memorandum of Association and Articles of Association shall accordingly be amended and filed with the Registrar of Companies, Ahmedabad, for information and record. The Resolution Applicant shall obtain all necessary approvals under any law for the time being in force within such period as may be prescribed to effectively implement the Plan. ‘The moratorium under Section 14 of the IBC shall cease to have effect from the date of this order. ‘The Applicant shall forward all records relating to the conduct of the CIRP and the Resolution Plan to the IBBI along with a copy of this order for information. The Applicant shall forthwith send a copy of this order to the CoC and the Resolution Applicant. The Registry is directed to communicate this order to the Registrar of Companies, Ahmedabad for updating the master data and also forward a copy to IBBI. A certified copy of this Order shall be issued on demand to the concerned parties upon due compliance. Page 107 of 108

Liberty is hereby granted for moving any application if required in connection with implementing this Resolution Plan. 31) Accordingly, IA(Plan)/27(AHM)2024 stands allowed and disposed off. 32) The Monitoring Committee must file a status report 180 days after the Resolution Plan's approval. 33) The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Learned Counsel for information and for taking necessary steps. Files be consigned to the record. SANJEEV KUMAR SHARMA | |... MEMBER (TECHNICAL) MEMBER (JUDICIAL) {a/Pten)27/(AHRA}2024 IN 0008) 123 OF 2022 In the matter of: lay Formulations Uited Page 208 of 108,