IN THE MATTER OF:

CHIRAAYUSH STOCK CONSULTANTS PVT. LTD. ..-Corporate Debtor MEMO OF PARTIES IA No. 222/JPR/2021: MR. SANJAY BADRILAL PUNGLIA Resolution Professional of Chiraayush Stock Consultants Pvt. Ltd. 501, Aalin Complex, Nr. Rambha Complex, Opp. Gujarat Vidhyapith, Ashram Road, Ahmedabad- 380014 (Gujarat) .--Applicant FOR THE APPLICANT: Amol Vyas, Adv. Order Pronounced On: 22.02.2024 ORDER Per: Shri Rajeev Mehrotra, Technical Member 1. This Application bearing JA No. 222/JPR/2021 has been filed by Mr. Sanjay Badrilal Punglia, Resolution Professional (‘RP’/‘Applicant’) of M/s Chiraayush Stock Consultants Pyt. Ltd. (‘Corporate Debtor’) seeking approval of Resolution Plan under Section 31 of the Insolvency and IA No. 222/JPR/2021 In CP No. (IB)- 266/10/JPR/2019

Authority admitted the Application vide Order dated 25.11.2020 wherein the Mr. Sanjay Badrilal Punglia was appointed as the Interim Resolution Professional (‘IRP’). The IRP caused public announcement की. two newspapers i.e., Rashtradoot Kota (Hindi) & Indian Express (English) in the prescribed Form A dated 28.11.2020 for inviting claims from the creditors of the Corporate Debtor in accordance with Regulation 6 of the CIRP Regulations. 3. Subsequent to the said public announcement, the Applicant has received claims from four Financial Creditors and one Operational Creditor, the list of which as mentioned in the Report dated 18.12.2020 is reiterated below: 3. | Name of Creditor | Type of Principal | Interest value| Total Value ०.

reditors and one Operational Creditor, the list of which as mentioned in the Report dated 18.12.2020 is reiterated below: 3. | Name of Creditor | Type of Principal | Interest value| Total Value ०. Creditor Value of | for the purpose| of Claim Claim of Voting| (INRin (INR Lakhs) | Share Lakhs) (A) Calculation (A)+(B)=(C) (INR in Lakhs) (B)

1. | Findeal Financial 757.50 NIL 757.50 Investments Private Limited JA No. 222/JPR/2021 In CP No. (IB)- 266/10/FPR/2019

Consultants 29. Ltd. 5. | Chandanbala Operational 0.36 NIL 0.36 Jain & Associates TOTAL 1076.96 NIL 1076.96 4. It was mentioned that Financial Creditors of Sr. No. 1 to 3 being related parties, did not have any right of representation, participation or voting in a meeting of Committee of Creditors. Therefore, the CoC only constituted of one Financial Creditor namely, M/s Satyamitra Stock Consultants Pvt. Ltd. having 100% voting rights. The claims were duly collated and verified by the Applicant and a Committee of the Creditors (‘CoC’) was duly constituted in terms of the Regulation 16 of the CIRP Regulation on 18.12.2020. The Report dated 18.12.2020 filed under Regulation 17(1) of the CIRP Regulation was taken on record vide Order dated 21.01.2021. 5. Accordingly, the 17 CoC meeting was held on 22.12.2020 wherein the CoC confirmed the appointment of IRP as RP and ratified and approved the expenses towards Professional Fees of IRP. In the 201 CoC meeting convened on 16.01.2021, the Committee gave its consent for publishing JA No. 222/JPR/2021 In

P as RP and ratified and approved the expenses towards Professional Fees of IRP. In the 201 CoC meeting convened on 16.01.2021, the Committee gave its consent for publishing JA No. 222/JPR/2021 In

approved by the CoC. 6. Pursuant to the above, the Applicant, in terms of the Regulation 36A(1) of the CIRP Regulation, published Form G in Indian Express (English Newspaper) and Rashtriya Sahara (Hindi Newspaper) on 19.01.2021 inviting the PRAs to submit Expression of Interest (‘EOI’). Subsequently, the 374 meeting of CoC was held on 09.02.2021 wherein the CoC gave its consent for extension of EOI and re-issuance of Form-G. Thus, the revised Form-G was published in Indian Express (English Newspaper) and Rashtradoot (Hindi Newspaper) on 11.02.2021. 7. Thereafter, in the 47 CoC meeting dated 05.03.2021, the RP received the confirmation on behalf of the CoC for the draft request of Resolution Plan and Evaluation Matrix. Subsequently, in the 57 meeting of CoC dated 11.05.2021, the Resolution Plan submitted by Mrs. Tejashree Kunal Nagrani, Resolution Applicant was placed before the CoC. After considering the feasibility and viability of the Resolution Plan submitted by IA No, 222/JPR/2021 In

tted by Mrs. Tejashree Kunal Nagrani, Resolution Applicant was placed before the CoC. After considering the feasibility and viability of the Resolution Plan submitted by IA No, 222/JPR/2021 In

having CIN U67120RJ2007PTC023817. On an Application moved under Section 10 of the Code, this Adjudicating Authority had initiated CIRP of the Corporate Debtor vide order dated 25.11.2020. The present Application is filed for approval of the Resolution Plan submitted by Mrs. Tejashree Kunal Nagrani being the Successful Resolution Applicant under Section 31 of the Code. 10. After receipt, verification and collation of claims as discussed above, the CoC was constituted in accordance with provision Section 21 of the Code; the details of the Financial Creditor and the position of voting for the Resolution Plan as mentioned in Para 5 of Form H is as under: SL. | Name of Creditor Voting Voting for Resolution No. Share Plan (Voted for / (%) Dissented / Abstained)

1. | Satyamitra Stock Consultants | 100% Voted For Pvt. Ltd. JA No. 222/JPR/2021 In

L. | Name of Creditor Voting Voting for Resolution No. Share Plan (Voted for / (%) Dissented / Abstained)

1. | Satyamitra Stock Consultants | 100% Voted For Pvt. Ltd. JA No. 222/JPR/2021 In

g Creditors section (2) of section 21 (b) Other than (a) above: a who did not vote in NK A NA NA avour of the resolution Plan (ii) who voted in favour of the resolution plan Total [(a) + (b)] NA NA NA NA 2. | Unsecured (a) Creditors not having Financial a right to vote under sub-| 978.5 978.5 13.91 1.42 Creditors section (2) of section 21 (b) Other than (a) above: (i) who did not vote in favour of the resolution Plan(i) who voted in favour 7 7 1.39 1.42 of the resolution plan Total [(a) + (b)] 1076.6 1076.6 15.3 1.42 3. | Operational (a) Related Party of Creditors Corporate Debtor (Internal Pg. no. 12-13 of the "हा Other than (a) Resolution Plan (i) Government and page no. 25-27 of the (1) Workmen Resolution (iii) Employees Application) Gy) Other 0.36 0.36 0.01 2.78 JA No. 222/JPR/2021 In

Amount provided overtime under the Resolution Plan and includes an estimated value of non-cash

components. It is not NPV.] 12. The interests of existing shareholders have been altered by the Resolution Plan as under: SI. | Category of No. of shares | No. of shares Voting share Voting share No. | Share Holder | held before held after the (%) held (%) held after CIRP. CIRP before CIRP CIRP (1. | Equit 14000 lo ——C~* 1000 [os 2.__| Preference | [0 [0 | 13. The compliance aspect of the Resolution Plan has been given in Para No. 9 of Form H is as follows: Section of Requirement with respect to Clause of Compliance the Resolution Plan Resolutio (Yes/No) Code/Reg. n Plan No. 25(2)(h) Whether the Resolution Applicant meets the | Not Yes criteria approved by the CoC having regard to | mentioned the complexity and scale of operations of business of the CD? Section Whether the Resolution Applicant is eligible to | Not Yes 29A submit resolution plan as per final list of | mentioned Resolution Professional or Order, if any, of the Adjudicating Authority? JA No. 222/JPR/2021 In

ution Applicant is eligible to | Not Yes 29A submit resolution plan as per final list of | mentioned Resolution Professional or Order, if any, of the Adjudicating Authority? JA No. 222/JPR/2021 In

resolution plan? (d) provides for the management of the affairs of the corporate debtor? (e) provides for the implementation and supervision of the resolution plan? (f) contravenes any of the provisions of the law for the time being in force? Yes Yes Yes Section 30(4) Whether the Resolution Plan (a) is feasible and viable, according to the CoC? (b) has been approved by the CoC with 66% voting share? Not mentioned Yes Section 31(1) Whether the Resolution Plan has provisions for its effective implementation plan, according to the CoC Para 8 Yes Regulation 35A Where the resolution professional made a determination if the corporate debtor has been subjected to any transaction of the nature covered under Sections 43, 45, 50 or 66 before the one hundred and fifteenth day of the insolvency commencement date, under intimation to the Board? Not mentioned NA Regulation 38 (1) Whether the amount due to the operational creditor under the Resolution Plan has been given priority in payment over financial creditors? Para 10 Yes Regulation 38(1A) Whether the resolution plan includes a statement as to how it has dealt with the interests of all stakeholders? Para 10 Yes JA No. 222/JPR/2021 In

cial creditors? Para 10 Yes Regulation 38(1A) Whether the resolution plan includes a statement as to how it has dealt with the interests of all stakeholders? Para 10 Yes JA No. 222/JPR/2021 In

business of the corporate debtor during its term? (c) adequate means implementation? for supervising its Regulation 38(3) Whether the resolution plan demonstrates that— (a) it addresses the cause of default? (b) it is feasible and viable? (c) it has provisions for implementation? (d) it has provisions for approvals required and the timeline for the same? (९) the resolution applicant has the capability to implement the resolution plan? its effective Para 10 Yes Regulation 39(2) Whether the RP has filed applications in respect of transactions observed, found or determined by him? Not mentioned NA Regulation 39(4) Provide details of performance security received, as referred to in sub-regulation (4A) of regulation 36B. Not mentioned The Earnest Money Deposit of Rs. 5 lacs received at the time of submission of EOI and minimum Outright payment of Rs. 1.8 lacs received at the time of submission of resolution plan was considered as performance security. IA No. 222/JPR/2021 In

d at the time of submission of EOI and minimum Outright payment of Rs. 1.8 lacs received at the time of submission of resolution plan was considered as performance security. IA No. 222/JPR/2021 In

Operational Creditors | 0.36 0.01 0.01 Upfront (Including Employees and Govt. Dues Financial Creditors 1076.6 15.30 15.30 Upfront Equity Shareholders | NA NIL NIL As provided in point no. 3(A)(4)_ of this Resolution Plan TOTAL 1079.65 18.00 18.00 15. The approval of the Resolution Plan has been sought under Section 31(1) of the Code, which reads as follows: If the Adjudicating Authority is satisfied that the resolution plan as approved by the committee of creditors under sub-section (4) of section 30 meets the requirements as referred to in sub-section (2) of section 30, it shall by order approve the resolution plan which shall be binding on the corporate debtor and 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 such as authorities to whom statutory dues are owed, guarantors and other stakeholders involved in the resolution plan. alo TA No. 222/JPR/2021 In

rising under any law for the time being in force such as authorities to whom statutory dues are owed, guarantors and other stakeholders involved in the resolution plan. alo TA No. 222/JPR/2021 In

the Code; 16.2. The Resolution Plan so approved meets the requirements as referred to in Section 30(2) of the Code; 16.3. The Resolution Plan has provisions for its effective implementation. 17. The satisfaction of the conditions is discussed hereinafter. It is submitted by the RP that the Resolution Plan has been approved by a vote of 100% of the voting share of the Financial Creditor and therefore, the conditions provided for by Section 30(4) of the Code are satisfied. 18. The provisions of Section 30(2) of the Code are as follows: “30. Submission of Resolution Plan: 2) ......... (2) The resolution professional shall examine each resolution plan received by him to confirm that each resolution plan — (a) provides for the payment of insolvency resolution process costs in a manner specified by the Board in priority to the payment of other debts of the corporate debtor; (b) provides for the payment of debts of operational creditors in such manner as may be specified by the Board which shall not be less than- TA No. 222/JPR/2021 In

r debts of the corporate debtor; (b) provides for the payment of debts of operational creditors in such manner as may be specified by the Board which shall not be less than- TA No. 222/JPR/2021 In

accordance with sub-section (1) of section 53 in the event of a liquidation of the corporate debtor. Explanation 1. — For removal of doubts, it is hereby clarified that a distribution in accordance with the provisions of this clause shall be fair and equitable to such creditors. Explanation 2. — For the purpose of this clause, it is hereby declared that on and from the date of commencement of the Insolvency and Bankruptcy Code (Amendment) Act, 2019, the provisions of this clause shall also apply to the corporate insolvency resolution process of a corporate debtor- (i) where a resolution plan has not been approved or rejected by the Adjudicating Authority; (ii) where an appeal has been preferred under section 61 or section 62 or such an appeal is not time barred under any provision of law for the time being in force; or (iii) where a legal proceeding has been initiated in any court against the decision of the Adjudicating Authority in respect of a resolution plan; (c) provides for the management of the affairs of the corporate debtor after approval of the resolution plan; (d) The implementation and supervision of the resolution plan; (e) does not contravene any of the provisions of the law for the time being in force (@) confirms to such other requirements as may be specified by the JA No. 222/JPR/2021 In

he resolution plan; (e) does not contravene any of the provisions of the law for the time being in force (@) confirms to such other requirements as may be specified by the JA No. 222/JPR/2021 In

H (supra). The same is being examined as under: 18.1. Section 30(2)(a): The Resolution Plan (Para 10 of the Resolution Plan) provides for payment of Corporate Insolvency Resolution Process Cost as estimated at Rs. 2.69 Lakhs and also any other costs incurred till the NCLT approval date as may be incurred/ payable on actual basis, pertaining to the resolution process, in manner as specified by Board and in priority to payment of other debts of corporate debtor. 18.2. Section 30(2)(b): From the Resolution Plan (Para 10 of the Resolution Plan), the liquidation value is expected to be significantly lower compared to admitted claims of financial creditors alone. In case of liquidation, the entire proceeds would be utilized/ recovered towards dues of financial creditors and no amount would be expected to be paid/ realised by Operational Creditors. However, in spite of the same, Resolution Applicant has estimated as Rs. 0.01 lacs payment to operational creditors. sd JA No. 222/JPR/2021 In

ected to be paid/ realised by Operational Creditors. However, in spite of the same, Resolution Applicant has estimated as Rs. 0.01 lacs payment to operational creditors. sd JA No. 222/JPR/2021 In

18.4. Section 30(2)(d): In Para 10 of the Resolution Plan, it is stated that Resolution Professional will ensure that the Resolution Plan is implemented and supervised suitably. The implementation schedule has been mentioned in the Resolution Plan at para 8 which is not being reiterated herein. Further it is mentioned that a monitoring committee would be formed to oversee the board within 30 days from the date of approval of the Resolution Plan. 18.5. Section 30(2)(e): It has been mentioned in Para 10 of the Resolution Plan that the Resolution Applicant has prepared the Resolution Plan after taking into consideration compliance of all applicable Acts & Laws and regulations and the same does not contravene any of the provisions of the law for the time being in force. 18.6. Section 30(2)(f): It has been stated in Para 10 of the Resolution Plan that the same has been prepared after taking every aspect into IA No. 222/JPR/2021 In

law for the time being in force. 18.6. Section 30(2)(f): It has been stated in Para 10 of the Resolution Plan that the same has been prepared after taking every aspect into IA No. 222/JPR/2021 In

affidavit are in order. With regard to compliance under Regulation 358, it is stated that there are no transactions that have been identified in respect of the Corporate Debtor which is required to be avoided under Sections 43, 45, 50 or 66 of the Code. 21. A perusal of Regulation 38 would clearly show that by virtue of the mandatory contents of the Resolution Plan as discussed in the preceding paragraphs in relation to Section 30 and Section 31 of the Code, the requirement of Regulation 38 also stands fulfilled. Thus, the resolution plan fulfils all the requirements of Regulation 38 of the CIRP Regulations. 22. As per the requirement of Regulation 39(4) of the Regulations for performance security, it is stated in Form H that Earnest money deposit of Rs. 5 lacs was received at the time of submission of EOI and minimum outright payment of Rs. 1.8 lacs was received towards submission of resolution plan and considered performance security. 23. The Resolution Plan inter-alia entails the following: am Se JA No. 222/JPR/2021 In

ment of Rs. 1.8 lacs was received towards submission of resolution plan and considered performance security. 23. The Resolution Plan inter-alia entails the following: am Se JA No. 222/JPR/2021 In

the Corporate Debtor is conducted in an orderly and efficient manner to achieve the Corporate Debtor’s objective. 23.3. The term of the Plan and its implementation schedule is envisaged to be completed within a period of 90 days. 24. In view of the above discussion, the Resolution Plan submitted by Mrs. Tejashree Kunal Nagrani as approved by the CoC under Section 30(4) of the Code is hereby approved. The Resolution Plan so approved shall be binding on the Corporate Debtor and its employees, members, and 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 such as authorities to whom statutory dues are owed, guarantors and other stakeholders involved in the Resolution Plan. 25. Under the provisions of Section 31(3) of the Code, we also direct as under: 25.1. The moratorium order passed by the Adjudicating Authority under Section 14 of the Code on 25.11.2020 shall cease to have effect; and JA No. 222/JPR/2021 In

DEEP som JOSHI, JUDICIAL MEMBER RAJEEV MEHROTRA, TECHNICAL MEMBER JA No. 222/JPR/2021 In