04th April, 2025 Approval of Resolution Plan - Siddhi Agrofoods Private Limited [IA (IB) (Plan} No. 1/CB/2025 in CP (IB) No. 29/CB/2023] (9.73 MB)

TN$ THE NATIONAT, COMPANY I,AIU TR,XBT}NAT" CUTTACK BENCTI IA (IB) {Flan} No. L/CB.f 2O2S IN cP (IB) No. 29lCtsf 202:g. (An Application fited und.er sectiora 30(6) of the Insoluency and tsan"kt'wptag Code, 2016 read with Regwlatiort 39(4) of the Iraso'{.uencg mnd Eankruptcg Board of, India (Insoluencg Resolwtion Frocess for Corporate Persons) Regulations, 2016) trm the_Enatter oft SUSHANTA KUTHA'R" CHOUDHURY Reg trrlumber: trBtsn/IPA-0O 3 I AA292 I 2AZA-2O2L I 13238 Registered addness: 64, F{enn Chandna Naskar Raod, Beleghata, Kolkata, West Eengal-7000 10" Resolution Frofessionan of Siddhi Agrofoods Pvt" tr-td. ."". ."Apptfcant WI/s. R"K" AGRO EXPORT F{aving its negistered address at: Jolko, Boria, Kesigna, Dist: Kalatrandi, Odish a-7 66012 Successful R.esolution ll'pplicant Order Fronouneed on: 28"CIS"2025 Conena: Dppp Cnewnna Josnt, Mpnaspn (Juotcml) tsexweRl Leu lVlppr*a, Meunen (Tncnwtcar,) ApppeRaucp: FoR Appr,rcart: Saswat Kumar Acharya (Advocate) Shubham Agarwal (Advocate) 3A- gJ.

n: 28"CIS"2025 Conena: Dppp Cnewnna Josnt, Mpnaspn (Juotcml) tsexweRl Leu lVlppr*a, Meunen (Tncnwtcar,) ApppeRaucp: FoR Appr,rcart: Saswat Kumar Acharya (Advocate) Shubham Agarwal (Advocate) 3A- gJ.

NCLT, CUTTACK BEf'lCh[ lA (lB) FIan No. UCBI2025 cP (lB) No.29lcBl2023 ORDER l.ThepresentApplication,i.e.,IA(IB)(Plan)No"lICB/2O25Irlas been filed by Mr" Sushasta Kumar Choudhury, Resolution Professional (,,Applicant/RP") of M/s, siddhi Agrofoods Private Limited, corporate Debtor ('cD") on 18.12.2024 under the provisions of section 30(6) of the Insolvency & tsankruptcy code, 2oL6 ("The Code") read with Regutation 39(4) of the IBEI (Insolvency R.esolution Process for corporate Fersons) Regulations, 20L6 (.CIRP Regulations") seeking approval of the Resolution Flan submitted by M/s" R.K. Agro Export, Successful Resoiution Applicant (.SRA") as approved by the Committee of Creditors ("COC")" BIIIEF FACTS: 2" Induslnd Bank Ltd" had fiied an application under section 7 of the Code seeking initiation of the Corporate Insolvency Resolution Process ("CIRP',) against cD which was admitted by this Adjudicating Authority vide order dated o3.o4.2o24 passed in cF (IB) No" 29lcBl2023.

seeking initiation of the Corporate Insolvency Resolution Process ("CIRP',) against cD which was admitted by this Adjudicating Authority vide order dated o3.o4.2o24 passed in cF (IB) No" 29lcBl2023. Accordingly, the Applicant was appointed as ain Interim Resolution Frofessional ("IRP") in terms of Section 15 of the code' The Copy of the order dated O3.O4.2O24 is annexed as Annexure A of the Application. 3" T'he Applicant after being appointed as IRP issued a public announcement in Form-A in terms of Regulation 6 of the CIRP Regulations read with Sections 13 and 15 of the Code, intimating the public about the commencement of CIRF against the CD and inviting the creditors to submit their claims. The announcement was published on 05.04.2 O24 intwo newspapers namely Pioneer (English) and Pioneer (Hindi). A copy of the paper publications is annexed as Annexure-B Series" 4. Upon receipt of claims till 77.o4.2o24, the Applicant constituted the coc on 24.04.2024 and convened the lst coc meeting on 3O.O4.2O24 wherein there rvas only one creditor (Financial Creditor), JL ----.-

receipt of claims till 77.o4.2o24, the Applicant constituted the coc on 24.04.2024 and convened the lst coc meeting on 3O.O4.2O24 wherein there rvas only one creditor (Financial Creditor), JL ----.-

NICLT, CUTTACK BENEH lA (lB) Plan tr{o" ucBl2025 CP (tBlNo' 29lcBl2o23 narnely Induslnd Bank and therefore holding 100% voting rights" The CoC further approved the appointrnent of a GST Consultant' Legal Consultant, trPE, and Security Agency, and the Applicant was directed to invite proposals for the appointment of a transaction auditor and registered valuer along with the opening of a new bank account. 5" The Applieant on 28.05.2024 convened the 2"a coc rneeting, wherein the cost for publication of Forrn G and Expression of interest ("EOI") was approved by the coc. Further, the eligibility criteria for Prospective Resoh.ltion Applicant ('PRA") in terms of Regulation 36A of the GIRF Regulations,2016 was deliberated and approved by the coc. Fbrther, irr terms of Regulation 27 of the CIRF Regulations, 2015 the Applicant appointed Registered Va.luers to evaluate the securities and financiat assets of the CD. 6" The Applicant published F"orm-G on 01 .A6.2024 in newspapers, narnely, Business standard, Pioneer, and Aajkaai for Expression of Interest ('EOI') wherein the iast date to receive EOI from interested Prospective Resolution Applicant ('PRA") was AL"OV"2O24. Copy of newspaper publication of Form-G is annexed with the Application as Annexure-E Series.

ein the iast date to receive EOI from interested Prospective Resolution Applicant ('PRA") was AL"OV"2O24. Copy of newspaper publication of Form-G is annexed with the Application as Annexure-E Series. The Applicant pursuant to the publication of the EOtr had received emails from 24 interested parties, however, only 5 FRAs had submitted their EOI' 7. In the 3.d coc rneeting held on o2.o7.2024, tl:re COC appointed M/s. Fankaj Rajendra & co. as the Transaction Auditor to conduct a transaction audit of the accounts of CD to determine if any transactions fail under sections 4g, 45,50, and 66 of the code. The coc members confirmed the appointment of the auditor aiong witla his fees' The Applicant in compliance with Regulation 36 and Regulation 368 (1) of the CIRP Regulations, 2016 read with section 25 (2)(g) of the code and section 29, had prepared an Information Ivlemorandurm ("iM"), Eva-luation Matrix and Request for Resolution Plan ("RF'RP") based on the information available and shared with the members of coc on e4 gt

tion 29, had prepared an Information Ivlemorandurm ("iM"), Eva-luation Matrix and Request for Resolution Plan ("RF'RP") based on the information available and shared with the members of coc on e4 gt

NCLT, CUITACK BENCI-I tA (lB) Flan ltlo. UCBI2025 IN CP (lB) No" 2glcBl2ozs a2.o7.2024 which was voted and approved in the 3'd coc meeting. The last date for submission of the Resolution Plan was 16.08.2024 as per the terms mentioned in the RFRP. f. in the 4th coc meeting held on 20"a8.2024, the Applicant apprised the rrembers of the COC about receiving Resoiution Plans frorn (i) Mls. Arnbey Agro Food Industries Fvt. Ltd.; (ii) M/s. R"K. Agro Export and (iii) M/s. Nakshatra Asset Ventures Ltd" tr' In the Sth coc meeting held on a5.o9.2o24, the Applicant presented the comparative status of the financial proposals and other terrns and conditions as proposed hy the Resolutiore Applicants. lt"he Applicant informed the rnernbers of the coc that Mls. Ambey "Agro Food Industries Pvt. Ltd. has submitted a revised linancial bid" Therefore, the CCC rnembers after due deliberation and discussion unanimously decided to grant equa.l opportunity to all the 3 Resolution Applicants to neconsid.er their revised financial proposal with a view to maximize the value for all stakeholders and re-submit their revised plans within 7 days" g, trn the 6th coc meeting convened on 16.09.2024, t]r,e Applicant informed the COC regarding receipt of revised financial bids from the Resolution Applicants.

mit their revised plans within 7 days" g, trn the 6th coc meeting convened on 16.09.2024, t]r,e Applicant informed the COC regarding receipt of revised financial bids from the Resolution Applicants. Further, the Applicant proposed to COC for the adoption of the Swiss Challenge Mechanism wherein the bid of the H1 bidder would be treated as a Base Flan and other Resolution Applicants woutrd be allowed to challenge and match the Hl bid. such a methodolory of negotiation was expected to explore a new price and rnaximize the plan vaiue of the CD. 10. In the 7th coc meeting held on 19"o9.2a24, inter alia, it was discussed that since the initial CIRP period of 90 days was going to expire on 30"09.2 A24 winen a few ClRP-related activities remained to be completed, the Applicant was advised to seek an extension for 9O days for smooth completion of the remaining CIRP related activities. gA--- 3c

NCLT, CUTTACK BEr{cl'l lA (lB) Plan No' UcBl202s cP (lB) trlo. 29 I cB 12029 Accordingly, the Applicant filed an Interlocutory Application, i'e., IA (IB) No" 27 4 I CE 12024 before this Tribunal seeking an extension of 90 days from 30.09 .2024 to 29.L2.2024. Vide order dated a7.LL.2A24 in IA (Its) No. 274/CBI2O24, this Tribunal granted an extension of the CIRP period by another period of 90 days till29'L2"2O24' 11" trn the 8th coc meeting held on 03.i0.2024, the coc finalized and adopted the Swiss Challenge Mechanisrn noethod for negotiation with the Resolutiori Applicants for the purpose of increasing the value of the assets of the CD.

ld on 03.i0.2024, the coc finalized and adopted the Swiss Challenge Mechanisrn noethod for negotiation with the Resolutiori Applicants for the purpose of increasing the value of the assets of the CD. in the 9th COC meeting held on L8" i"0'2024, as per the nevised bids received from the three Resolution Applicants, the bid submitted by Mls. Ambey Agro Food Industries Pvt" I-td' was found to be FIl with a plan vaiue of Rs. 8"31 Crores" As it was Hl, hence, it was treated as the base price f floor price. with this floor price, the Applicant started with l"t round of the process under the Swiss Chaltrenge Mechanism. in the 1"t round, when the other two bidders, i"e., Mls" R."K. Agro Exports and M/s. Nakshatra Asset Ventures X.td was asked to challenge the bid of the Ftr1 bidder, Mls" Nakshatra Asset ventures Ltd opted out of the bidding process whereas M/s" R.K. Agro Export quoted a price of Rs. 8.76 crores. L2. As the price quoted by M/s. R.K. Agro Export was higher tha:r the price quoted by M/s. Ambey Agro Foods Industries, consequently in tkre 2'd round cf bidding, M/s. Ambey Agro F oods Industries, the H2 bidden was asked to challenge the revised new Hl bid i.e., R.s" 8"75 crores quoted by M/s. R.K. Agro Export', then M/s' Ambey Agro Foods trndustries opted out of the bidding process. As a result, M/s" R.K. Agro Exports emerged as the finai Hl bidder at a plan value of Rs' 8'76 crores at the end of the bidding process.

Ambey Agro Foods trndustries opted out of the bidding process. As a result, M/s" R.K. Agro Exports emerged as the finai Hl bidder at a plan value of Rs' 8'76 crores at the end of the bidding process. In the l,oth coc meeting held on 18.1 1 "2024, after assessing the feasibility and viability of the resolution plans, the coc approved with 100% voting share the resolution plan submitted by M/s. R.K. Agro Export" qd'- gd,

lucLT, curTAcK EENCht lA (lB) Plan r{o. UCBI2025 CP (lB)No.29lcBl2o23 13. trn the Ll-th coc meeting held on LLL2.2O24, the Applicant informed the members of the coc about the receipt of the acceptance of the Letter of Intent ("LOI") by the sRA, Transaction Audit report, etc' As per the approved Resolution Plan, the Resolution Professional or the Financial creditor shall pursue the avoidance application filed separately. The COC members has approved for pursuing the application with a Looyo voting share as per the voting carried out in the llth coc meeting. As per the discussion held in the 1Lth coc rneeting, the Applicantwas directed to file PUFE applications before this Adjudicating Autlrority. Further, it was aiso discussed that as per the approved Resolution Flan, the avoidance application, if any, is filed, it shall be pursued by the Resolution Professional or the sole Financiax Creditor, and if any recovery is made out of the same, that will belong ro the Financial creditor in addition to the amount paid to them unden the R.esolution Plan" L4.

essional or the sole Financiax Creditor, and if any recovery is made out of the same, that will belong ro the Financial creditor in addition to the amount paid to them unden the R.esolution Plan" L4. In compliance with Regulation 36El (4A) of the CIR.P Regulations, 2016, tlre SRA on 12.L2.2O24 submitted a bank guarantee dated IL"I2.2A24 of Rs. 65,00,000/- to the Applicant for impiementation of the R.esolution Plan and is annexed with the Application as Annexufe- s" 15" The Applicant submitted that the Resolution Flan approved by the COC with a 100% vote share is more than the requisite voting share of 66Vo as required under section 30(a) of the code" Flence, the Applicant is filing the instant application for approval of the Resolution Plan before this Adjudicating Authority. DEtrAII,S OF R.ESOI,TJTION PI,AN SUBMITTED BY SRA: 16. The Applicant, in compliance with Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Frocess for corporate Persons) Regulations, 2016, has prepared Forrn Ftr which has been annexed to the application as Annexure-T. As per gd 9^

cy and Bankruptcy Board of India (Insolvency Resolution Frocess for corporate Persons) Regulations, 2016, has prepared Forrn Ftr which has been annexed to the application as Annexure-T. As per gd 9^

NCLT, CUTTACK BENCFI lA (lB) Flan No' UCBI2025 CP (tB) No. 29lCBl2o23 Form-H, the Fair Value of the CD is Rs' X'O,34,29'9691'(Rupees Ten crores Thirty-Four Lakhs T''wenty-Nine Thousand Nine Hundred Fifty- Nine only) and the n iquidation value of the cD is R,s" 8,15,6911'631- (Rupees Eight crores Fifteen Lakhs sixty-Nine Thousand one Flundred Sixty-Three OnlY)" 17. The Applicant RF has provided brief details of the R.esolution Pian, which are as follows: IE. nt i"s further stated that as per the Information N4emorandutn, no ciaims have heen received from any of the operationa-l creditors of the CD including employees, workmen, Government and Stat'utory Authorities, and other operational creditors. The sRA envisages that its str"ong expertise with deep domain knowledge of this sector and a sectlred network of buyens & sellers combined with strong management bandwidth makes the SRA confident of running the plant at optimum capacity and a decent EBITDA margin' Sl No" Particular Amount Clalmed (tn Lakhs) Amount Adr:attted (in Lakhs) Amount provlded in Flan (in Lahhs) Amount Provided to the Arnount ciaims (%) 1. CIRP Cost 50.96 50.96 50.96 50.96 r! Secured F'inancial Creditor 7A42.1.2 7042.12 846.00 12^O]ok e Unsecured Financial Creditor Nil Nil Nil Nil 4. Operational Creditors Nil Nil Nil Nil 5. Other debts and Dues Nil Nil Nil Nil Total 7042.12 7042.12 846,00 12.Orok 3d>

42.1.2 7042.12 846.00 12^O]ok e Unsecured Financial Creditor Nil Nil Nil Nil 4. Operational Creditors Nil Nil Nil Nil 5. Other debts and Dues Nil Nil Nil Nil Total 7042.12 7042.12 846,00 12.Orok 3d>

NCLT, CUTTACK BENCFS lA (lB) Plan No" x/cB/202s IN cP (lB) No. zslcBlzoz3 L9. Ivloreover, the Applicant RP states that as per section 30 of the code, amended vide Insolvency and Bankruptcy code (AmendmentJ ordi.nance , 2o:-8 [No. 6 of 20L8) that came into force on 06.06.2018, the Resolution Plan ought to be approved by 660/o of voting share of financial creditors. It is submitted that the CoC has duly approved the Resolution Plan by a majority of L00% of the members" 2A. We have carefully considered the subrnissions of the learned Counsel for the RP and have perused the docurnents on record' 2L. The cD u/as incorporated on 26.08.2004, and the clRP proceedings were initiatedi under Section 7 of the Code against the CD vide order dated A3.A4.2O24. T'he present Application rs filed for approval of the Resolution Plan submitted by Mls' R'.K. Agro Export, the Successful Resolution Applicant. The perrnission has been sought under the provisions of Section 31-[1) of the Code" 22. We may state that after receipt, verification, and collation of claims as discussed above, the IRP constituted the CoC as per the provisions of Section of the Code. The details of the financial creditors, the distribution of voting share among them, and the position of voting for the resolution plan is as under (Para No' 5 of Form H)- sl.

of Section of the Code. The details of the financial creditors, the distribution of voting share among them, and the position of voting for the resolution plan is as under (Para No' 5 of Form H)- sl. No. Name of Creditor Voting Share (o/o) Voting for Resolution Plan (Voted for/Dissented/Abstained) 1" Induslnd Bank Limited L00o/o Voted for the Resolution Plan g& 8

NCLT, CUTTACK BENChi lA (lB) Plan No" t/CB/2025 IN cP (l B) [',1o. 29 I CB 12A23 under the Resolution Plan are given 23. The details of stakeholders in Fara 7 of Form-H: sl" trSo. Category of stakeholder Sub Category of Stakeholder Anrount Claimed (in Lakhs) Amount Admitted (tn Lakhs) Amount Provided under the Flan (tn Lakhs) Amount provided to the Anrount clairned ('/") (t) (2) (3) (4) (s) (6) (7) L" Secured Financial Creditors (a) Creditors I not having a I right to vote I under sub- | Section (2) I of Section 2l (b) Other than (a) above: (i) who did not vote in L"oou of the I I resolution lnun I I t,,t who I uor.u in I favour of the | ,e"otution lplun 7A42.t2 | 7042.12 846.00 L2.Ol% Total [(a) + (b)l 7042.12 7042.L2 846.00 12.ol'h gd, Sd

lrcLT, CUTTACK BEI\cl-N lA (lB) Plan No" UeBl2025 (a) Creditors not having a right to vote under sub- section (2) of section 21 Unsecured Fina-ncial Creditors (b) Other l than (a) above: (il who did not vote in favour of the resolution Plan (ii) who voted in favour of the resolution plan (a) Related Party of Corporate Debtor Operational Creditors (b) Other than (a) above: (i)Governme nt (ii)Workmen 3&- 10

our of the resolution Plan (ii) who voted in favour of the resolution plan (a) Related Party of Corporate Debtor Operational Creditors (b) Other than (a) above: (i)Governme nt (ii)Workmen 3&- 10

NICLT, CUTTACK BENCI-i 0A (lB) Flan No.1.lCBl2025 24" The compliance aspect of the Resolution Flan has heen given in Fara No. I of Form F{, which is as follows: (iii)Employe es (iv) Total [(a) + (b)l Other debts and dues L2.Alo/o 7042.12 7042.12 Compliance {Yes/No} Clause of Resolution Flan Requlrement wlth resPect to Resolution Plan Seetlon of, the Code/ ReguXation t{o. Yes, the Resolution Applicant comPlied with the eligibilitY criteria set bY the COC memhers" (Reft Section X on Pg No. 8 of the Plan), Whether the Resolution Applicant meets the criteria approved by the CoC having regard to the cornPlexitY and scale of oPerations of business of the CD? Whether the Resolution Applicant is eligible to subrnit resolution Plan as per final list of Resolution Frofessional or Order, if anY, of the Adjudicating ,{uthority? 2s(2)(h) Yes, the Resolution Applicant is eligible to submit the Resolution Flan" (Ref; Pg No" 5 of the Flan)" Section 29p" Yes, the Resolution Applicant has submitted t].e aflidavit u/s 29A of Whether the Resolution Applicant has submitted an affidavit stating that it is eligible? SA L1 3&

5 of the Flan)" Section 29p" Yes, the Resolution Applicant has submitted t].e aflidavit u/s 29A of Whether the Resolution Applicant has submitted an affidavit stating that it is eligible? SA L1 3&

NCLT, CIITTACK BENCH lA (lB) Plan No. UCBI2025 the Code (Ref: Pg No" 5 of the Plan) Section iV-Clause ,{- Pg. No. 22 Section Vl-Clause 3- Pg. No. 31 Section lV-Clause A- Pg. No.22 Section VIII and XI- Pg. No. 51 and Fg' No" 65 Section V- Pg, No' 27 and Section XII-67 Section XIV-Pg. No. 78 Whethet the Resolution Plan- (a) provides for the PaYment of insolvencY resolution process costs? (b) provides for the PaYment to the operational creditors? (c) provides for the PaYment to the financial creditors who did not vote in favour of the resolution Plan? (d) provides for the management of the affairs of the corporate debtor? (e) provides for the implementation and supervision of the resolution plan? (f) contravenes arry of the provisions of the law for the time being in force?] ISection 30(2) Section IX-Pg. No' 55 Whether the Resolution Plan (a) is feasible and viable, according to the CoC? sd t2 sd

ontravenes arry of the provisions of the law for the time being in force?] ISection 30(2) Section IX-Pg. No' 55 Whether the Resolution Plan (a) is feasible and viable, according to the CoC? sd t2 sd

nlcLT, CUTTACK BENCTi lA (lB) Plan No' UCBI2025 IN CF llB) No.291C812023 1U1 t as been aPProved bY the CoC with 66% voting share? Yes Section 31(1) Whethen the Resolution Plan h.as provisions for its effective imPlementation plan, according to the CoC? Section XIII-Pg' No. 7L Yes Regulation s8 (1) Whether the amount due to the operational creditors under the resolution Plan has been given PrioritY in payment over financial creditors?] Section VI- Clause 3- Pg. No.32 Yes Regulation s8(tA) Whether the resolution Plan includes a statement as to how it has dealt with the interests of all stakeholders? Section VI- Pg. No' 29 Yes Regulation 38(18) (i) Whether the Resolution Applicant on: any of its related parties has failed to implemcnt or contributed to the failure of implementation of any resolution Plan aPProved under the Code. (ii) Xf so, whether the Resolution APPlicant has subrnitted the statement giving details of such non implementation? Section V- Fg" No" 27 NA Yes Regulation s8(2) Whether the Resolution Plan provides: 9A gd 13 ---.-

er the Resolution APPlicant has subrnitted the statement giving details of such non implementation? Section V- Fg" No" 27 NA Yes Regulation s8(2) Whether the Resolution Plan provides: 9A gd 13 ---.-

Fl cLT, cl,JTrACK EENCI{ [A (lB] Flan No' 1/CB/2025 Section V, Pg, No. 27 Section XII-Pg. No" 68 Section VIII and XI- Pg. No. 51 and Pg' No' 65 laphe term of the Plan and its imPlementation schedule? (b) for the management and control of the business of the corporate debtor during its term? (c) adequate means for supervising its implementation? Section II-Pg. No. t3 Section IX-Pg. No. 55 Section XIII- Pg. No" 7T Section XIII- Pg. No' 73 and Section XIV- Pg. No.75 Section I-Pe. No. 8 Whether the resolution Plan demonstrates that - (a) it addresses the cause of default? (b) it is feasible and viable? (c) it has provisions for its effective imPlementation? (d) it has Provisions for approvals required and the timeline for the same? (e) the resolution aPPlicant has the caPabilitY to implement the resolution plan? gd- / I4 gd. i f'{ CP Yes Yes Yes Yes Yes Yes Yes Yes

ovisions for approvals required and the timeline for the same? (e) the resolution aPPlicant has the caPabilitY to implement the resolution plan? gd- / I4 gd. i f'{ CP Yes Yes Yes Yes Yes Yes Yes Yes

NCLT, CUTTACK BENCI-i [A (lB) Plan No. 1/CB/2025 I r',l cP (lB) No. se(2) Whether the RP has filed applications in resPect of transactions observed, found or determined bY him? Clause-D, Pg, No. 24 Yes Regulation se(4) Frovide details of performance securitY received, as referred to in sub-regulation (4A) of regulation 368.1 A Performance Bank Guararttee of R.s. 65.7A Lakhs has been provided bY the SR { Yes- Provided 25" The approval of the resolution plan has been sought under Section 31(1) of the Code, which reads as follows: "If the Ad.judicating Authoritg is satisfied that the resolution plan as dpproued bg the eonLmittee of creditors under sub-sectioru (4) of section 3o meets the requirements a.s referred to in sub-section (2) of section 30, it shalt bg order approue the resolution plan which shalr be binding on the corporate debtor and its employees, members,creditors,includingtheCentralGouernment'angState Gouemment or ang local authoritg to ttthom a debtinrespect af the pagmentofduesansingunderanylawforthetimebeinginforce such as authorities to u.thom statutory dues are oused, guarantors and ottrcr stakehold"ers inuolued in the resolution plan. Prouided that the Ad.judicating Authority shall, before passing an orderfor approual of resolutionplanunder this sub-section, satisfg thcLt t'he resolution plan has prouisions for rts effeatiue imPlementation"" 26.

he Ad.judicating Authority shall, before passing an orderfor approual of resolutionplanunder this sub-section, satisfg thcLt t'he resolution plan has prouisions for rts effeatiue imPlementation"" 26. The conditions provided in section 31(1) of the code for approval of resolution plan are as follows:- (: /) -JC C]- _/(

15

t{c!-T, CUTTACK BENCI'I lA (lB)Plan No. 1/CBl2025 CP (tB) No. 29lcBl2o23 a) The Resolution Plan is approved by the coc under section 30(4) of the Code; b)TheResolutionFlansoapprovedmeetstherequirementsas referred to in Section 30(2) of the Code; c)'(he Resolution Plan has provisions for its effective implementation. The satisfaction of the conditions is discussed be1ow" 27 " The Applicant submits that the coc has approved the Resolution Flan with 100% of the voting share of the financial creditors, and the conditions provided for by Section 30(a) of the Code are satisfied' 28. The provisions of section 3o(2) of the code afe as follows: .p) The resolution professionat shatt examine each resolution plan receiued bg tim to confirm that eachresolution plaru- a) prouides for the payment of insoluencg resolution process costs in a manner specified.

olution professionat shatt examine each resolution plan receiued bg tim to confirm that eachresolution plaru- a) prouides for the payment of insoluencg resolution process costs in a manner specified. bg the Board in pioitg to the pagment of other debts of the corporate debtor, b) prouides for the pagment of debts of operational creditors in such mdnner ds maa be specified" by the Board uhich shall not be less than (i)theamounttobepaidtosuchcreditorsintheeuentofa tiquidationofthecorporatedebtorundersection53;or (ii) the amount that would haue been paid to such creditors, if the amount to be distributed under the resolution plan had been distributed. in accordance utith the otder of priority in sub-section (1) of section 53' whicheuer is higher, and prouides for the pagment of debts of financial creditors, who do not uote infauour of the resolutionplan, irt suchmanner es maa be specified bE the Board, uthich shall not be less than the 9e 16 s{

NICLT, CIJTTACK BENCFI $A (lB) Plan No" UCBI2025 eP (lB) r'lo.

do not uote infauour of the resolutionplan, irt suchmanner es maa be specified bE the Board, uthich shall not be less than the 9e 16 s{

NICLT, CIJTTACK BENCFI $A (lB) Plan No" UCBI2025 eP (lB) r'lo. 29 ! CB I 2a23 &mount to be paid to such creditors in accordance with" sub-section (1) of section 53 in the euent of a tiquidation of the car{)orate debtor- Explanation 7.-For remoual of doubts, it is hereby clarified that a distribution in accordance with the prouisions of this alause shall be fair and equitable to such creditors. Explanation 2.-For the purpose of tttis clause, it is herebg declared that on andfromthe date of commencement of the Insoluency and Bankruptcg cod.e (Amendment) Act, 2019, the prouisions of this clause shall also appta to the corytorate insoluencg resolution Ttrocess of a corporate debtar- (i)wherearesolutionplanhasnotbeenapprouedorrejectedby the Adjudicating AuthoritY ; (ii) where an appeal has been preferred. under section 51" or section 62 or such an appealis not time barredunder any prouision of,law for ttrc time be@ inforce;

jectedby the Adjudicating AuthoritY ; (ii) where an appeal has been preferred. under section 51" or section 62 or such an appealis not time barredunder any prouision of,law for ttrc time be@ inforce; or (iii)wtrcrealegalproceedinghasbeeninitiatedinangcourt against the decision of the Adiudicating Authoritg in respect of a resolution Plan; c) prouides for the mdndgement of the affairs of the corporate debtor ail,er aytprouat of the resolution plan, d)The implementation and superuision of the resolutionplan, e) does not contrauene anA of the prouisions of tlrc law for the time being in force fl confirms to such other requirements as may be specified bg the Board. Bxplanation.-For the purposes of clause (e), if dnq dpproual of sharelnlders is required under the companies Act, 2013(18 of 2013)oranLath.erlawforthetimebeinginforceforthe implementation of actions und.er ttrc resolution plan, such approual 3A L7 sd

[\cLT, CUTTACK BENCF{ lA (lB) Plan No' x/CB/2025 CP (lB) No' 29lcBl2o23 shatt be deemed to Ltaue been Eiuen and it shall not be a contrauention of that Act or law'" 29. The compliance of section 3o(2) of the code is given in Para-No' g of Form F{" The same is being further examined as under: a" section 3o(2)(a): The Resolution Plan (Section lV-Clause A- Pg. No' 22 afthe Resolution Flan) states that Resolution Applicant shall make payment of the actual CIRF cost incurred and approved by the COC in priority over payments to any other Creditors' h.

A- Pg. No' 22 afthe Resolution Flan) states that Resolution Applicant shall make payment of the actual CIRF cost incurred and approved by the COC in priority over payments to any other Creditors' h. section 3o{2}(b}: From the resolution plan (section vl-clause 3-Fg' No'3j.oftheR.esolutionFlan),itcouldbeseenthatasperthe trnformation Memorandum, no claims has been received from any of the operationax Creditors of the CD including Employees, Workmen, Government and statutory authorities, and other operational creditors. Flowever, it has been clarified that even if any claims of operational Creditors are admitted at a later stage for any reason whatsoever, then the same shall be treated in the manner as set out in Section 30(2)(b). c" section 3o(2f{e}: From the Resolution Flan (Section lV-Clause A-Fg' No" 22), the Resolution Appiicant has stated to make payment of Rs' g.46 crores to the sole secured Financial creditor towards full and final payment of their outstanding dues/claim amount of Rs" 70.42 crores" All admitted debt of the sole Financial creditor shall be extinguished upontheapprovalofthisresolutionplanandconsequentpaymentby the Resolution Applicant. There is only one financial creditor' d. seetion s0{2}(d}: In section v- Fg. No. 27 and section XII-67, it is stated that the Resolution Applicant will be entitled to make appointment of persons identified by them as Key Managerial Personnel of the cD.

}(d}: In section v- Fg. No. 27 and section XII-67, it is stated that the Resolution Applicant will be entitled to make appointment of persons identified by them as Key Managerial Personnel of the cD. Requisite filings shall be borne by the Resolution Applicant with the designated Roc on appointment of directors, KMPs and other managerial persons as may be applicable' g4 s^ 18

t{cl-T, curTAcK BENC}I !A (lB) Plan No" !./CB/2025 cP (rB) No.2elCBl2023 e. Seetion SO(2)(e): In Form FI Para 4, the RP has certified that the Resolution Flan does not contravene any of the provisions of the law for the tirne being in force. 30" The Applicant in Form FX kras in response to the compliance of regulation 38(1) has stated it affirmative whereas there are no operationatr creditors as per information rnemorandum but it is stated by the SRA that though there are no operational creditors but in case any clairn of any operational creditor is admitted after filing of the Flan, it shall be given priority over financial creditors. 31. The Applicant/RP has also certified that M/s" R"K" Agro Export, the successfutr R.esolution Applicant, has submitted an affidavit pursuant to Section 30(1) of the Code confirming its eligibility under Section 29A ofthe Code to submit the resolution plan, and the contents of the said affidavit are in order. 52" As per the requirement of Regulation 39(4) of the Regulations for performance security, it is stated that the SRA has provided a Ferformance Bank Guarantee of R.s.

he said affidavit are in order. 52" As per the requirement of Regulation 39(4) of the Regulations for performance security, it is stated that the SRA has provided a Ferformance Bank Guarantee of R.s. 65"70 Lakhs, which is also affirmed in the Forrn-F{ by the APPlicant" Sg" With negard to compliance under Regulation 35A, it is stated that the transaction audit was ongoing and the report was received on A}.L2.2O24. Accordingly, the Applicant is in the process of fiiing an appiicatiora for the transactions falling unden Sectiora 66 of the Code before this Adjudicating Authority. 54. A perusal of Regulation 38 would clearly show tkrat by virtue of mandatory contents of the resolution plan as discussed in the preceding paragraphs in relation to Section 30 and Section 3 L of the Code, the requirernent of Regulation 38 also stands fulfilled. Thus, the resotrution plan fulfiis all the requirements of Regulation 38 of the CIRP R.egulations. -----.------.-- 19 {

tion 3 L of the Code, the requirernent of Regulation 38 also stands fulfilled. Thus, the resotrution plan fulfiis all the requirements of Regulation 38 of the CIRP R.egulations. -----.------.-- 19 {

35" NCLT, CUTTACK BENCH lA (lB) Plan No' 1/CBl2025 IN CP (lB) No.29lcBl2o23 The Resolution Flam inter-dll'a entails the following: a) No Corporate R'estructuring hy way of merger' amalgamation and demerger shall be allowed" b) No cancellation of any consents, approvals, Iicenses, concessions, authorizations, permits or the like granted to the corporate Debtor or for which the corporate Debtor has rnade an application for renewal or grant. c) Extinguishment of any/all claims against the corporate Debtor along with related legal proceedings, including criminal proceedings and other proceedings which shall stand abated, settled, and extinguished" dJ change of Board of Directors and handing over of management to the Resolution Applicant upon sanction of the plan by thus Adjudicating AuthoritY" e) continuity of business wherein the Resolution Applicant has requested that any required business permits that may not have been granted or cancelled/terminated/revoked/suspended be granted/restored/renewed/reinstated.

ness wherein the Resolution Applicant has requested that any required business permits that may not have been granted or cancelled/terminated/revoked/suspended be granted/restored/renewed/reinstated. trn this respect, the Resolution Applicant is directed to follow up with the concerned authorities fon maintaining/sustaining operations as a going concern, following applicable laws, nules and procedures' gJ The term of the plan and its implementation schedule is envisaged to be a Period of 90 daYs" 36" In view of the above discussion, the Resolution Flan submitted by R.K" Agro Export as approved by the coc under section 30[4) of the Code is hereby approved. The Resolution Flan so approved 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 gJ-. 20 9r

NCLT, CUTTACK BENCH tA (lB) Plan No. UCBI2025 IN CF (lB) No.29lcBl2o23 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' 37" Under the provisions of Section 3L(3) of the Code, we also direct as under: aJ T'he rnoratorium order passed by the Adjudicating Autkrority under Section 74 of the code on 03"04.2024 shall cease to have effecU and .

ions of Section 3L(3) of the Code, we also direct as under: aJ T'he rnoratorium order passed by the Adjudicating Autkrority under Section 74 of the code on 03"04.2024 shall cease to have effecU and . bl T'he Applicant/RP shall forward all records relating to the conduct of the CIRP and the Resolution Flan to the Board to be recorded on its database 38" Xn view of rhe foregoing, IA (IB) (Flan) IVo" L/cts/2025 is ALI,OWED and DISPOSED OF. gA BAI\TWAR.I I"AI, NAEUMA MErI{BER. (TECHNICAL} 3d DEffi MEMBER IJUDICIAL) 2L