ATO (I) Limited vs Gandhmardhan Sponge Industries Private Limited

I. Claims of Creditors as per clause 13.1 of the Resolution Plan

(Amount in lakh)

I. Submission of Resolution Plan in terms of section 30(2) of the Code:

II. Measures required for implementation of the Resolution Plan in terms of regulation 37 of CIRP Regulations:

A resolution plan shall provide for the measures, as may be necessary, for insolvency resolution of the corporate debtor for maximization of value of its assets, including but not limited to the following:-

III. Mandatory contents of Resolution Plan in terms of regulation 38 of CIRP Regulations:

Details of Resolution Plan/Payment Schedule

(Rupees in lakh)

S.No.	Particulars	Admitted Claims/ Balance as per Books	Final Resolution Amount	Within 30 days	Within 6 months	Within 12 months
1.	CIRP Cost	-	80.00	80.00	-	-
2.	Workmen and Employee Dues	61.39	61.39	15.35	46.04	-
3.	Unsecured Financial Creditors – other than related parties	485.67	485.67	121.42	364.25	-
4.	Other unsecured creditors – related parties	2116.90	0.00	-	-	-
5.	Operational Creditors – other than related parties	147.15	147.15	147.15	-	-
6.	Commissioner of Customs	352.88	28.23	-	-	28.23
7.	Commissioner of Income Tax (Central),	5546.42	443.71	-	-	443.71

S.No.	Particulars		Admitted Claims/ Balance as per Books	Final Resolution Amount	Within 30 days	Within 6 months	Within 12 months
	Visakhapatnam
8.	Shareholders		-	19.93	19.93	-	-
9.	Payments proposed to liabilities ascertained/claims admitted		8710.41	1266.08	383.85	410.29	471.94
	Proposal to clear contingent liabilities
10.	The Mining Officer, Keonjhar– compensation for excess mining*	33935.92		600.00*	-		600.00*
11.	Contingencies / unforeseen costs			33.92	-	-	33.92
	Total payments under the Plan	42586.32		1900.00	383.85	410.29	1105.86
12.	Capital Expenditure for development of 2 plots of land near Dhamra Port and at Keonjhar including working capital funds			1100.00			1100.00
	Overall plan size	42586.32		3000.00	383.85	410.29	2205.86

* a) The mining department is holding stock of Iron Ore at the mine head aggregating to approx. 3,00,000 MT which has realisable value of approx. Rs.450.00 lakh at the average realisation value of Rs. 1500/- per MT. Resolution Applicant proposes that the said stock may be sold by the Mining officer and adjusted against full and final settlement of the demand raised by the mining officer.

Details on Management/Implementation and Reliefs as per the Resolution Plan – Salient Features

Reliefs and Concessions

Page 14 of 26 against each.

S. No.	Ref. to Page no. of the Resoluti on Plan	Relief and/or Concessions Sought	Orders thereon
1.		With respect to the demand raised by

29 & 30 Mining Officer, Keonjhar These are not in

a. On approval of resolution plan by the nature of a Adjudicating Authority, Government of waiver, Odisha through Mining officer, concession or Keonjhar circle shall renew the mining approval lease in respect of Putlipani Iron ore requiring the mines to the Resolution Applicant as attention of this per provisions of MM (D&R) Act, 1957, Adjudicating to continue the mining business of the Authority. The CD. percentage of

b. On approval of resolution plan by claim that is adjudicating Authority, mining officer, sought to be Keonjhar circle shall settle the demand paid back to the raised against the CD as per proposal creditors is a stated above. call to be taken by the

c. On approval of resolution plan by Committee of adjudicating Authority, mining officer, Creditors while Keonjhar circle shall not take any approving the adverse/coercive action for the deposit/ Resolution Plan. settlement of the demand raised against This CD. Adjudicating

d. There are guidelines issued by Authority has no government authorities or provided in role to play in the Act/Rules that where outstanding this behalf. demand is disputed before Appellate Authority, a percentage of the dispute So far as amount is required to be deposited to waivers from the grant stay of demand till disposal of government first appeal. On approval of resolution authorities are plan by Adjudicating Authority, there concerned, it is will be waiver of the requirement of upto the pre-deposit, if any, to accept filing of authorities

Findings

TABLE OF CONTENTS

CHAPTERS	PARTICULARS	Pg No
1	Definitions	2 - 5
2	Interpretations	6 - 7
3	Corporate Insolvency Resolution Process	8
4	Executive Summary	9
5	Business and Background of the Resolution Applicant	10 - 11
6	Overview of the Corporate Debtor	12-17
7	Key Developments & Capex	18
8	Snapshot of the Resolution Plan	19
9	Compliance with section 30 IBC 2016	20- 21
10	Resolution Plan Compliance as per Regulation 37	22
11	Compliance with Regulation 38	23 - 25
11.1	Compliance with Regulation 38(1)
11.2	Compliance with Regulation 38 (1A)
11.3	Compliance with Regulation 38(1B)
11.4	Compliance with Regulation 38 (2)
11.5	Compliance with Regulation 38(3)
12	Declaration under Section 29 A of the Code	26
13	Debt Resolution Plan	27-32
14	Interest of all Stake Holders	33
15	Restructuring of the Capital	34 -35
16	Management of the Company	36
17	Term of Resolution Plan, Implementation and Supervision	37-38
18	Interests of Stakeholders and Compliance with Provisions of the Law	39
19	Approvals required for the Plan	40 -42
20	Limit on Liability	43
21	Reliefs and Concessions	44-48
22	Other Key Terms pertaining to the Acquisition of Control of the Company	49-53
23	Financial Projection - Annexures	54-55

1. DEFINITIONS

In this Resolution Plan:

1.1

"2013 Act" means the Companies Act, 2013 (to the extent notified and in force) including and rules and regulations there under and any modifications, clarifications, re-enactments or amendments thereto from time to time. 1.2 "Adjudicating Authority" shall mean the Kolkata Bench at Kolkata of the Hon'ble National Company Law Tribunal acting in capacity as the 'Adjudicating Authority' under the Code; 1.3 "Affiliate" means in respect of any Person, any other Person that directly or indirectly, through one or more intermediate Person, Controls, is Controlled by, or is under the common Control of such Person and in case of Persons who are natural persons, any other Person who is a Relative of such Person and any other Person Controlled by such Person or the relative of such Person; 1.4 "Applicable Law" means any applicable national, federal, central, international, foreign, state, provincial, local or other law including applicable provision of all (a) constitutions, decrees, treaties, statues, laws (including the common law), codes, notifications, rules, regulations, policies, guidelines, circulars, directions, directives, ordinances, orders, notes, clarifications, releases or any other forms of delegated legislation of any Governmental Authority, statutory authority, court, tribunal or other judicial or quasi-judicial authority; (b) orders, decisions, injunctions, judgments, award, findings, requirements and decrees of or agreements with any Governmental Authority, statutory authority, court, tribunal or other judicial or quasi-judicial authority; and (c) any modifications or re-enactments thereof: 1.5 "Board" means the board directors of the Corporate Debtor; 1.6 "Business Day" means a day (not being a Saturday or Sunday or a public holiday) when banks in Kolkata are open for general banking business; 1.7 "CIRP" means Corporate Insolvency Resolution Process under Insolvency and Bankruptcy Code, 2016;

1.8

"CIRP Regulations" means the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, as amended and applicable; 1.9 "CIRP Commencement Date / Insolvency Commencement Date" means the date of issue of the order by NCLT, Kolkata i.e. 04.10.2019 for all practical purposes; 1.10 "Claim" has the meaning ascribed to it Part II of the Code; 1.11 "CoC" means the Committee of Creditors that has been constituted pursuant to Section 21 of the Code; 1.12 "Code" means the Insolvency and bankruptcy Code, 2016 (to the extent notified and in force) including any rules and regulations framed there under and any modifications, clarifications, re-enactments or amendments thereto from time to time; 1.13 "Company" or "Corporate Debtor" or "CD" or "GSIPL" Means GANDHMARDHAN SPONGE INDUSTRIES LIMITED incorporated in India on 08.03.1977 with corporate identity number: U27102WB1977PTC030909; 1.14 "Control" means with respect to any Person: (i) the direct or indirect ownership of more than (50%) (fifty Percent) or more of the equity shares or other voting securities of such Person; or (ii) the possession of the power to direct the management and policy decision of such Person; or (iii) the power to appoint a majority of the directors, managers, partners or other individuals exercising similar authority with respect to such Person by virtue of ownership of shareholding, voting securities or management rights or shareholders agreements or contracts or in any other manner, whether: (a) formal or informal; (b) directly or indirectly, including through one or more other Persons; and the term "Common Control" shall be construed accordingly; 1.15 "Cut Off Date" means the first day of the month succeeding the previous month in which this Resolution Plan is approved by the Adjudicating Authority under section 31 of the Code. 1.16 "Effective Date / Plan Effective Date" means the first day of the month succeeding the previous month in which the Resolution Plan is approved by the Adjudicating Authority and the conditions precedent required to make the Successful Resolution Applicant(s) Contribution as set out in the Resolution Plan have been satisfied by the Successful Resolution Applicant(s);

1.17

“Equity Shares” means equity shares of the Company having a face value of INR 10/- per share; 1.18 “Financial Proposal” shall mean the detailed proposal to be submitted by the Potential Resolution Applicant in a separate envelope, containing inter alia, details of proposal for repayment of Outstanding Debt of the company, funding proposal, proposal for asset acquisition, consideration proposed for such assets, payment timelines and mechanism and which shall for all purpose constitute part of the Resolution Plan; 1.19 “Employee Dues” means dues, as of the CIRP Date owed to employees of the Corporate debtors; 1.20 “Financial Creditors” has the meaning as prescribed to it in the code; 1.21 “Information Memorandum/IM” Means the information Memorandum prepared by the Resolution Professional pursuant to Regulation 36 of the CIRP Regulations; 1.22 “IRP Costs” means Insolvency Resolution Process costs as defined in section 5(13) of Code; 1.23 “Operational Creditors” means the operational creditors as defined in the Code who have lodged a Claim against the Corporate Debtor with the Resolution Professional and includes any creditor who has lodged a Claim against the Corporate Debtor with the Resolution Professional in Forms as prescribed under Regulation 9A of the CIRP Regulations (save and except Persons whose Claims are covered under IRP cost, Workmen Dues, Employee Dues, Central / State Government Dues and the IRP Costs); 1.24 “Person” shall include an individual, natural person, corporation, partnership, joint venture, incorporated or unincorporated body or association, company, Governmental Authority and in case of a company and a body corporate shall include their respective successor and assigns and in case of any individual his or her respective legal representative, administrators, executors and heirs and in case of trust shall include the trustee(s) for the first time being and from time. The term “Person” shall be constructed; 1.25 “Promoter Group” means Promoter(s) and every member of the promoter group of the Corporate Debtor; each of their respective Affiliates, related parties, persons acting in concert with them or otherwise connected with them. For purposes of this definition and its usage, “Promoter”, “Promoter Group” “Persons acting in the concert”;

1.26

"Relative" has the meaning given to it under the Companies Act, 2013 and as defined under the Insolvency Bankruptcy Code, 2016. 1.27 "Resolution Applicant" means Resolution Applicant Bhuwalaka Developments Pvt. Ltd.. 1.28 "Resolution Plan" Means this resolution plan dated 20.10.2020 submitted to the Resolution Professional and the CoC for the proposed insolvency resolution of the CD in accordance with the Code in supersession of an overriding all carrier resolution plans submitted by the Resolution Applicant; 1.29 "Resolution Professional" means Mr. Pradeep Kumar Goenka, Insolvency Professional with Registration Number IBBI/IPA-002/IP-N000294/2017-18/10851. who was appointed and confirmed as the Resolution Professional for the Company. 1.30 "RFRP" means the Request for Proposal for Submission of Resolution Plans issued by the Resolution Professional on 23.09.2020(as revised). 1.31 "Secured Financial Creditors" means the financial creditors, in whose favour any security interest is created by the Corporate Debtor. 1.32 "VDR" Means the virtual data room created by the Resolution Professional for the purpose of enabling due diligence of GSIPL, which was open for access to the Resolution Applicant. Also, it includes the information on the website of the corporate debtor. 1.33 "Workmen Dues" means dues, as on the Insolvency Commencement Date, owed to Workmen of the Corporate Debtor. 1.34 "Unsecured Financial Creditor" means the financial creditor, in whose favour no security interest is created by the Corporate Debtor.

2. INTERPRETATIONS

In this Resolution Plan, unless a contrary intention appears:

Expression defined in the Code or the CIRP Regulations, have the meaning assigned therein.

2.1

Any reference to any stature or statutory provision shall include

a)

All subordinate legislation made from time to time under that provision (whether or not amended, modified, re-enacted or consolidated);

b)

Such provision as from time to time amended, modified, re-enacted or consolidated (Whether before or after the date of this Resolution Plan) to the extent such amendment, modification, re-enactment or consolidation applies or is capable of applying to any transactions entered into under this Resolution Plan prior to the Effective Date and (to the extent liability there under may exist or can arise) shall include any past statutory provision (as from time to time amended, modified, re-enacted or consolidated) which the provision referred to has directly or indirectly replaced.

2.2

Unless the context otherwise requires, works in the singular shall include the plural and the plural shall include the singular. 2.3 References to the masculine, the feminine and the neuter shall include each other. 2.4 References to a "Company" shall include a company, corporation or other body corporate, wherever and however incorporated or established. 2.5 A reference to this Resolution Plan or any other document shall be construed as references to this Resolution Plan or that other document as amended, varied, notated, supplemented or replaced from time to time. 2.6 A reference to this Clause shall, unless followed by reference to a specific provision, be deemed to refer to the whole Clause (not merely the sub-clause, paragraph or other provision) in which the expression occurs. 2.7 Headings to Clauses, parts and paragraphs and schedules are for convenience only and do not affect the interpretation of this Resolution Plan. 2.8 A reference to "in writing" includes and communication made by letter or E-mail or fax but not text messages or what's app messages or messages sent through any similar mobile app or similar interest platform (unless otherwise expressly provided in this Resolution Plan)

3. CORPORATE INSOLVENCY RESOLUTION PROCESS

4. EXECUTIVE SUMMARY

5. BUSINESS AND BACKGROUND OF THE RESOLUTION APPLICANT

2. Details of group companies and corporate structure, composition and shareholding etc.

3. Experience in the relevant industry/ sector

Major Clientele

4. Brief overview of the management personnel of the RA

5. Summary of competitive advantages of the RA

6. Business rationale of the proposed resolution plan

6. OVERVIEW OF THE CORPORATE DEBTOR

1. Brief overview of the CD

2. Details of the Corporate Structure, Board and Shareholding Pattern of CD

a. Board of Directors

b. Names of the Members holding at least 1% stake as on October 04, 2019:

3. Understanding of reasons for the current financial distress of the Corporate Debtor

4. Debt Profile

c. Statutory Liabilities/Other Legal Liabilities

Sl. No.	Names of the Creditors	Amount claimed (Rs.)	Claim admitted (Rs.)
1.	Asst. Commissioner of Customs, EPCG(MC) Exports	3,52,88,378.00	3,52,88,378.00
	Total	3,52,88,378.00	3,52,88,378.00

d. Operational Creditors / Liabilities

Sl. No.	Names of the Creditors	Amount claimed (Rs.)	Claim admitted (Rs.)
1.	Madan Mohan Sahoo *	75,68,139.00	0.00
2.	Envomines Ores Pvt. Ltd *	78,17,996.00	0.00
	Total	1,53,86,135.00	0.00

* Claims were not admitted due to error in Claim Forms and/ or further requirement of supporting documents which have been sought from the claimants. However, the outstanding to these claimants appears in the Books of the Corporate Debtor and the admissible claims amount shall be admitted after receipt of appropriate response from the claimants.

e. Workers / Employees Liabilities

Sl. no.	Location	Nature of employment	Number	Claims Received (Rs.)
1.	Keonjhar	Worker / Employees	6	61,39,833.00

f. Contingent Liabilities

As on date company has contingent liabilities other than the crystallisation of legal cases as stated herein below.

State of Odisha through The Mining Officer, Keonjhar circle

Amount (Rs.)

a) Demand for payment of compensation under section 21(5) of the MM (D&R) Act, 1957 on account of excess production of 2959450.00 MT of Iron Ore	273,72,48,438.40
b) Interest up to 05.06.2018	22,62,82,063.00
c) Demand raised on 26.10.2017 for granting consent to operate the mines	43,00,61,432.00
Total Demand	339,35,91,933.00

g. Litigations

Sl. no.	Names of the authority where litigation is pending	Litigation filed by and name of opposite party/ies	Subject matter of the case and amount involved, if any	Amount Involved (Rs.)
1.	Court of Collector & DM, Keonjhar	State of Odisha represented by the Mining Officer, Keonjhar	Compensation U/s 21(5) of MM(D&R) Act, 1957 for violation of Environmental Protection Act, 1986 in pursuance to the Judgment dated 02.08.2017 of the Hon'ble Supreme Court of India passed in W.P.(c) No. 114/2017.	273,12,48,438.00
2.	The High Court of Orissa at Cuttack	Gandhamardhan Sponge Industries Pvt. Ltd Vs. Union of India & Others	W.P.(C) No. 6402 of 2018 in the matter of initiation of proceeding on the alleged ground of violation of Rule 27(1) & (2) of the Mineral Conservation and Development Rules, 2017 for non-furnishing of the Bank Guarantee of the differential amount towards financial assurance, for implementation of the progressive mining closure plan contained in the mining plan.	Penalty for violation of Rule 27(1) & (2) of the Mineral Conservation and Development Rules, 2017.
3.	Commissioner of Customs	Directorate of Revenue Intelligence,	Non- Fulfillment of Export Obligation against

		Zonal Unit, Hyderabad	capital goods imported under EPCG Scheme.
4.	Office of The Pr. Commissioner of Income Tax (Central), Visakhapatnam	Office of The Pr. Commissioner of Income Tax (Central), Visakhapatnam	Payment of Income Tax as per Order of Income Tax Settlement Commission & Prosecution proceedings u/s 276C(2) of the Income Tax Act, 1961.	44,58,33,389.00

7. KEY DEVELOPMENTS AND CAPEX PLAN

GSIPL was incorporated in the year 1977 for the main purpose of mining of Iron ore for commercial purposes. Due to various reasons beyond control of the CD, mining of Iron ore has been stopped and hefty demand has been raised by the mining officer, Keonjhar in terms of order of Hon'ble Supreme Court of India. Mining lease also expired on 31.03.2020 and has to be renewed. Chances of renewal of mining lease are remote due to non payment of demand by the CD.

CD has been running a hotel at Puri, which was a non core business. Due to Phani and Amphan Cyclones and further due to outbreak of covid pandemic across the world, tourism industry has been hit very badly. It will take considerable time to revive the said hotel.

CD has landed properties at Dhamra near the Port and a parcel of land at Keonjhar, which can be commercially developed. The Applicant being an entity engaged in development of properties has expertise and experience in the field and shall develop both the properties for useful gains.

CAPEX Plan:

The company has consulted various technical people and have devised a plan to make investment in the development of two parcels of land. It is estimated that it will take about 24 months to fully develop the Two plots at an estimated cost of Rs. 10.00 crore which will be arranged by RA in form of equity as well as Loans from commercial banks. Working capital requirement of Rs. 1.00 crore shall be funded through Borrowings from commercial Banks.

8. RESOLUTION PLAN OVERVIEW

8.1

This Resolution Plan is submitted by the Resolution Applicant pursuant to the Code, for the corporate insolvency resolution of the Company. 8.2 ATO (I) Ltd., a Financial Creditor filed an application with Hon'ble NCLT, Kolkata (Adjudicating Authority) under Rule 4 of the Insolvency & Bankruptcy (Application to the Adjudicating Authority) Rules, 2016 in the capacity as Financial Creditor by invoking the provisions of section 7 of the Insolvency & Bankruptcy code, 2016. 8.3 The Hon'ble NCLT, Kolkata Bench vide its order dated 04/10/2019 in Case No. C.P.(IB) No. 180/KB/2019 admitted the application and as proposed by the Financial Creditors appointed Mr. Pradeep Kumar Goenka as the Interim Resolution Professional. 8.4 As per section 13 of the Code, public announcement of the initiation of the CIRP was issued on 07/09/2019 in Odisha and on 10.10.2019 in Kolkata, West Bengal calling upon the creditors of the company for submission of the claim. 8.5 IRP verified the claims received and constituted the Committee of Creditors and conducted the 1st meeting of COC on 01/11/2019. 8.6 The Resolution Professional received the certified copy of the NCLT order dated 04/10/2019. In compliance to the said order, 180 days of CIRP of Gandhmardhan Sponge Industries Pvt. Ltd expires on 06/11/2020. 8.7 The Resolution Professional prepared the information Memorandum that was made available to the Resolution Applicant. 8.8 The Resolution Professional, vide the Expression of Interest published in Local newspaper circulating in the State of West Bengal and Odisha on 05.09.2020 invited Expression of interest from the prospective Resolution Applicant to submit a resolution plan, which is in compliance with the provisions of the Code.

9. RESOLUTION PLAN COMPLIANCE WITH SECTION 30 IBC 2016

Sl. No.	Requirement of Code	Status of compliance
Section 30(2)(a)	Provision for payment of Insolvency Resolution Cost	RA proposes to pay unpaid CIRP costs in full in priority to all other dues. The CIRP costs would be payable in priority on Receipt of the NCLT Order from a trench of the Upfront Payment. Capital in the form equity/quasi-equity/ unsecured loan proposed to be infused by Resolution Applicant shall be utilized first for payment of unpaid insolvency resolution costs and thereafter for any other payment under the plan.
Section 30(2)(b)	Payment of Operational Creditors shall not be less than liquidation value payable to Operational Creditors	The Resolution Applicant proposes to pay to operational creditors in priority to payment to the financial creditors.
Section 30(2)(c)	Provides for the Management of the Affairs of the Corporate debtor after approval of the Resolution Plan.	On approval of the resolution plan by adjudicating Authority under section 31 (3) of insolvency and Bankruptcy code, 2016, the powers of the Board of Directors shall get restored and Resolution Applicant shall be entitled to reconstitute Board of Directors including Key Managerial Person with the approval of Implementing and Monitoring Committee.
Section 30(2)(d)	The Implementation and Supervision of the Resolution Plan	The resolution applicant has provided for the mechanism to monitor the progress for implementation, which includes constitution of Implementation and Monitoring committee for supervision of the resolution plan.
Section 30(2)(e)	Does not Contravene any of the Provisions of the Law for the time being in force.	The proposed measures and reliefs provided in the resolution plan does not contravene any of the provisions of the law for the time being in force.
Section 30(2)(f)	Conforms to such other Requirements as may be specified by the Board.	Board has notified the required compliance under Regulation 38 of Insolvency and Bankruptcy Board of India (Insolvency

		resolution process for corporate persons) Regulations, 2016. The compliance thereof is stated in subsequent paragraphs.
Regulation 38(1)(c)	Payment of liquidation value due to dissenting financial creditors	The Resolution Applicant proposes to pay to Dissenting Financial creditors in priority to payment to other financial creditors.

10. RESOLUTION PLAN COMPLIANCE AS PER REGULATION 37

As per regulation 37 of insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, a resolution plan shall provide for the measures, as may be necessary, for insolvency resolution of the corporate debtor for maximization of value of its assets, including but not limited to the following: -

10.1

Transfer of all or part of the assets of the corporate debtor to one or more persons; 10.2 Sale of all or part of the assets whether subject to any Security interest or not; 10.3 The substantial acquisition of shares of the corporate debtor, or the merger or consolidation of the corporate debtor with one or more persons; 10.4 Cancellation or delisting of any shares of the corporate debtor, if applicable; 10.5 Satisfaction or modification of any security interest; 10.6 Curing or waving of any breach of the terms of any debt due from the corporate debtor; 10.7 Reduction in the amount payable to the creditors; 10.8 Extension of a maturity date or a change in interest rate or other terms of a debt due from the corporate debtor; 10.9 Amendment of the constitutional documents of the corporate debtor; 10.10 Issuance of securities of the corporate debtor, for cash, property, securities, or in exchange for claims or interests or other appropriate purpose; 10.11 Change in portfolio of goods or service produced or rendered by the corporate debtor; 10.12 Change in technology used by the corporate debtor; and 10.13 Obtaining necessary approvals from the Central and State Governments and other authorities.

The Resolution plan provides for the measures, as necessary, for insolvency resolution of the corporate debtor for maximization of value of its assets, including but not limited to the items mentioned above as applicable.

11. RESOLUTION PLAN COMPLIANCE AS PER REGULATION 38

Sl. No.	Requirement under Regulations	Status of compliance
	Regulation 38(1)(A)	RA proposes to pay unpaid CIRP costs in full in priority to all other dues. The CIRP costs would be payable in priority on Receipt of the NCLT Order from a trench of the Upfront Payment.
	Regulation 38(1)(B)	The Resolution Applicant proposes to pay to operational creditors in priority to payment to the financial creditors.
	Regulation 38(1)(C)	The Resolution Applicant proposes to pay to Dissenting Financial creditors in priority to payment to other financial creditors.
	Regulation 38 (1A)	Resolution applicant confirms that it has considered interest of all stakeholders and has provided for payment to all the stakeholders keeping in view the objective and requirements set out under the Code. Payment offered to various stakeholders is described in Chapter 13 of the Resolution Plan.
	Regulation 38(1B)	Resolution Applicant hereby confirms that neither the Resolution Applicant nor any of its related person have ever failed or ever contributed to the failure of implementation of any other resolution plan approved by the adjudicating Authority at any time in the past.
	Regulation 38(2)(a) The Term of Plan and its Implementation Schedule	The term of the plan will commence from the Cut Off Date. The total plan period is expected to be about 12 months by which time all payments proposed under the plan will be completed. An implementation and monitoring committee will be formed to implement, monitor and supervise the implementation of the Resolution Plan. The implementation of the plan will begin once the plan is approved by COC and NCLT in accordance with IBC. The steps taken for implementation of resolution plan has been mentioned in Chapter 17 of the Resolution Plan.
	Regulation 38(2)(b)	On approval of the resolution plan by Adjudicating Authority under section 31(3) of insolvency and

	The Management and Control of the Business of Corporate Debtor its term	Bankruptcy Code, 2016, the powers of the Board of Directors shall get restored and Resolution Applicant shall be entitled to reconstitute the Board of Directors with the approval of Monitoring Committee. The management and control of the company will be managed by competent techno-commercial with sound financial abilities to manage the affairs of the company during the implementation period under the overall guidance of the Implementation and Monitoring committee.
	Regulation 38(2)(c) Adequate means for Supervising its Implementation	Resolution plan provides for formation of Implementation and Monitoring Committee consisting of Resolution Professional, 1 representative from Financial Creditors and 1 representative of the Resolution Applicant to monitor and supervise the implementation of the Resolution Plan. The Implementation and monitoring committee will be formed within 10 days of approval of plan by the Hon'ble Adjudicating Authority.
	Regulation 38(3)(a) Addressing the Cause of Default	Resolution Applicant declares that the cause of default as stated in the Information Memorandum and here-in-below have been properly addressed under the Resolution Plan. a. Suspension of mining activities by the Mining officer b. Raising of huge demand by the Mining officer c. Closure of Hotel at Puri due to Phani Cyclone and then due to lockdown imposed by the Government on outbreak of Covid pandemic. d. Cash crunch faced due to non-lifting of stock of Iron ore from mine site after raising of demand The Resolution Applicant will run the operations of the Corporate Debtor as a going concern by infusion of adequate fund to meet the CIRP Costs, Payment to Financial and Operational Creditors and Working Capital Requirement as envisaged in the plan.

	Regulation 38(3)(b) Resolution Plan is Feasible and Viable	Resolution Applicant declares that the Resolution Plan is feasible and viable and will ensure resolving insolvency and its sustainability.
	Regulation 38(3)(c) Resolution Plan has provisions of Effective Implementation	The Resolution Plan provides for the mechanism to monitor the progress for implementation, which includes formation of implementation and monitoring committee for effective implementation of the resolution plan.
	Regulation 38(3)(d) Resolution Plan has provisions for Approvals required and the Timeline for the same.	Any approvals of any authority or other person that may be required under any law for the time being in force, granted to the company whether lapsed, expired, suspended, cancelled, revoked or terminated, shall be renewed for the period for which they were originally granted, starting from the plan Cut-off date without any additional fees, charges or penalty or interest and the company shall be permitted to operate its business and assets in the manner that all the approvals, it will be treated as the Company is compliant with them without initiating any investigations, actions or proceedings in relation to such non – compliances and the adjudicating Authority shall pass an order to that effect. The Resolution Plan has taken utmost care to address this issue. The plan has taken a period of 6 months from the Cut-off to obtain necessary approval of licenses for commencement of work for development of Land at Dhamra and Keonjhar. .
	Regulation 38(3)(e) Resolution Applicant has capability to implement the Resolution Plan	Resolution Applicant along with, its team members on board holds ample experience and is fully aware about the present status of the company. (please refer Chapter 5 of the Resolution Plan).

12. DECLARATION UNDER SECTION 29 A OF THE CODE

12.1

It is to confirm that the Resolution Applicant or any of its directors or key managerial personnel is not disqualified under Section 29A of the Code. 12.2 A separate declaration under Section 29A of the Code has already been submitted to the Resolution Professional.

13. Payment of debt/liabilities under the Resolution Plan

Sr. No	Stakeholder	Interest addressed in Resolution Plan
1	CIRP Cost (as approved by CoC)	Resolution Applicant proposes to pay entire CIRP cost to the extent unpaid in priority of any other payments, within 30 days from date of approval of Resolution Plan by NCLT. The RA has estimated the total insolvency resolution process cost at Rs. 80.00 lacs. CIRP cost incurred till the date of approval of Resolution Plan by NCLT shall be apportioned in priority of any other payments out of total consideration.
2	Workmen and Employees' dues	As per the Information Memorandum, claims of workmen or employees amounting to Rs. 61.39 lacs has not been admitted by the Resolution Professional due to lack of availability of proper records of employees/workmen. However, RA proposes to pay a sum of Rs. 61.39 lacs towards full and final settlement of dues of all the workmen and employees after verification of records. The Resolution Applicant understands that there is no worker or employee on the rolls of CD as on dated, as disclosed in IM.
3	Unsecured Financial Creditors	Ra proposes to pay a sum of Rs. 485.65 lacs against the total admitted claim of Rs. 485.65 lacs from unsecured financial creditors which is 100% of the claim admitted by RP and disclosed under the IM. RA proposes to pay 25% of the resolution amount within a period of 30 days from the date of approval of the Resolution Plan by AA. The balance amount shall be paid within 6 months from the date of Approval of Plan by NCLT.
4	Other unsecured Financial Creditors – related parties.	Resolution Applicant does not propose to make any payment to related parties. The entire amount due to other Unsecured Financial creditors shall be shall be waived on approval of Resolution Plan by the Hon'ble AA.
5.	Operational Creditors	Resolution Applicant proposes to pay amount of Rs. 147.15 lakh as full and final settlement of claims / dues of Rs. 147.15 lakh of all the operational creditors (excluding statutory dues) to be distributed on proportionate basis amongst all as per the claims admitted by the RP / dues as per books of the CD. Proposed pay out to operational creditors is 100% of the admitted claims / book balance and the payment shall be made within 30 days from the date of approval of Resolution Plan by Hon'ble AA.

Sr. No	Stakeholder	Interest addressed in Resolution Plan
6.	Statutory Liabilities	Resolution Applicant proposes to pay amount of Rs. 471.94 lakh towards payment of Statutory liabilities of Rs. 5899.30 lakhs (admitted by RP as stated in IM) within a period of 12 months from the date of approval of plan.
		NATURE OF LIABILITY	Amount due	Amount proposed
		Commissioner of Customs	352.88	28.23
		Commissioner of Income Tax (Central), Visakhapatnam	5546.42	443.71
		TOTAL	5899.30 lac	471.94 lac
RA proposes for waiver of all interest and penalties levied by the authorities in respect of the above dues. RA further proposes that all other dues in respect of statutory liabilities till the date of approval of plan by AA shall be waived.
7.	Equity Shareholders	The existing shareholding of the CD shall be reduced to Rs. 19,93,375/- by way of reducing paid value of equity share from Rs. 10/- per share to Rs. 1/- per share. The RA proposes to acquire 100% equity shares of the CD at Rs. 19,93,375/- i.e at the reduced value of the shares.
8.	Provision for payment to dissenting financial creditors	RA shall arrange to make payment of such amount which shall not be less than liquidation value to dissenting financial creditors and such funds will be brought in separately by RA over and above upfront amount proposed under the plan.
9.	Contingent Liabilities	Resolution Applicant proposes to settle the demand raised by Mining Officer, Keonjhar as stated here-in-below: a. RA shall pay a sum of Rs. 600.00 lacs to the mining department towards full and final settlement of all its claims and dues within 12 months of approval of the plan by AA

Sr. No	Stakeholder	Interest addressed in Resolution Plan
		b. The mining department is not allowing the CD to lift stocks and thus holding stock of Iron Ore lying at the mine head aggregating to 3,00,000 MT approx. which has a substantial realisable value of Rs. 45.00 crore approx. at the average realisation value of Rs. 1500/- per MT. RA proposes that the said stock may be sold by the Mining officer and adjusted against full and final settlement of the demand raised by the mining officer. RA further requests that following reliefs be granted in case of payment for contingent liabilities. a. On approval of resolution plan by adjudicating Authority, Government of Odisha through Mining officer, Keonjhar circle shall renew the mining lease in respect of Putlipani Iron ore mines to the Resolution Applicant as per provisions of MM (D&R) Act, 1957, to continue the mining business of the CD. b. On approval of resolution plan by adjudicating Authority, mining officer, Keonjhar circle shall settle the demand raised against the CD as per proposal stated above. c. On approval of resolution plan by adjudicating Authority, mining officer, Keonjhar circle shall not take any adverse / coercive action for the deposit / settlement of the demand raised against CD. d. There are guidelines issued by government authorities or provided in the Act/ Rules that where outstanding demand is disputed before Appellate Authority, a percentage of the dispute amount is required to be deposited to grant stay of demand till disposal of first appeal. On approval of resolution plan by Adjudicating Authority, there will be waiver of the

Sr. No	Stakeholder	Interest addressed in Resolution Plan
		requirement of pre-deposit, if any, to accept filing of appeal before any appellate authority and to grant stay of the demand. e. On approval of resolution plan by adjudicating Authority, there will be waiver of all penal Interest and penalty on any Demand, tax, duty or other government levies determined against the CD till the date of order. All or any other demands or levies which are not proposed to be paid under this resolution plan including any interest, penalty thereon shall be waived.

13.1 Summarised Format of Resolution Amount Payment Schedule

(Rs. in lakh)

Particulars	Admitted Claims / Balance as per Books	Final Resolution Amount	Within 30 days	Within 6 months	Within 12 months
CIRP Cost	-	80.00	80.00	-	-
Workmen and Employee Dues	61.39	61.39	15.35	46.04	-
Unsecured Financial Creditors – other than related parties	485.67	485.67	121.42	364.25	-
Other unsecured creditors – related parties	2116.90	0.00	-	-	-
Operational Creditors – other than related parties	147.15	147.15	147.15	-	-
Commissioner of Customs	352.88	28.23	-	-	28.23
Commissioner of Income Tax (Central), Visakhapatnam	5546.42	443.71	-	-	443.71
Shareholders	-	19.93	19.93	-	-
Payments proposed to liabilities ascertained / claims admitted	8710.41	1266.08	383.85	410.29	471.94
Proposal to clear contingent liabilities

Particulars	Admitted Claims / Balance as per Books	Final Resolution Amount	Within 30 days	Within 6 months	Within 12 months
The Mining Officer, Keonjhar – compensation for excess mining*	29575.30 4300.61	600.00*	-		600.00*
Contingencies / unforeseen costs		33.92	-	-	33.92
Total payments under the Plan	42586.32	1900.00	383.85	410.29	1105.86
Capital Expenditure for development of 2 plots of land near Dhamra Port and at Keonjhar including working capital funds		1100.00			1100.00
Overall plan size	42586.32	3000.00	383.85	410.29	2205.86

* a) The mining department is not allowing the CD to lift stocks and thus holding stock of Iron Ore lying at the mine head aggregating to 3,00,000 MT approx. which has a substantial realisable value of Rs. 45.00 crore approx. at the average realisation value of Rs. 1500/- per MT. RA proposes that the said stock may be sold by the Mining officer and adjusted against full and final settlement of the demand raised by the mining officer.

Note: In case post approval of the Resolution Plan by NCLT, if any claim arises from workmen, employees, operational creditors, unsecured financial creditors or statutory authorities pertaining to the CIRP period or prior period, the payment will be made to them out of the contingency fund of Rs. 33.92 lakhs proposed under the plan on a pro-rata basis.

SOURCE OF FUNDING –

The Resolution applicants plan to fund the Resolution Amount by way of –

Particulars	Rs in lacs	Remarks
Upfront Payment within 30 days	383.85	To be infused by RA as equity/ loans
Payment to __ within 6 months	410.29	To be infused by RA as equity/ loans
Payment to __ within 12 months	1105.86	To be infused by RA as equity/ loans
Total fund required for payment under the plan	1900.00
Additonal Capex for development of land at Dhamra & Keonjhar including working capital	1100.00	To be arranged through infused by RA as equity / loans from scheduled banks.
Working capital for operations	100.00	To be infused by RA as equity/ loans
Total Plan size	3000.00

Note: Evidence of source of availability of funds amounting to Rs. 400.00 lacs which is to be brought in by the RA within 30 days is attached. Balance amount including funds required for additional Capex for development of Land at Dhamra Port and Keonjhar shall be available from sale of non-core assets of the CD as well as borrowings from commercial banks/NBFC.

CREDITORS SUBMITTED CLAIMS AFTER APPROVAL OF RESOLUTION PLAN

i.

The code and the CIRP Regulations entitle all types of creditors of a corporate debtor to submit their claims to the Resolution Professional on or prior to the date on which the resolution plan gets approved by the committee of creditors.

ii.

Provisions has been made for payment / settlement of creditors as per book of accounts of corporate debtor and creditors, who have submitted their claims to the Resolution Professional in the resolution plan. The claims, if any, in respect of creditors of the corporate debtor other than creditors in respect of which provision for payment has been made in the resolution plan will stand extinguished / waived off.

14. INTEREST OF ALL STAKE HOLDERS

In accordance with the newly inserted sub-regulation (1A) of Regulation 38 in the CIRP Regulation 2016 by the CIRP (Second Amendment) Regulation 2017 notified on 05th January, 2017 the Resolution Plan has dealt with the interest of all stakeholders including Financial Creditors, Operational Creditors, Statutory Liabilities, Employees and Workmen, Equity Shareholders as well as the Exchequer in a fair and reasonable manner as elaborated in the Plan.

15. RESTRUCTURING OF THE CAPITAL

As on 04.10.2019 the share capital of the Company as per the table mentioned below and this is based on latest disclosures provided in the Information Memorandum are as follows:

Sr. No.	Name of the Shareholder	No of Shares held (Quantity)	%age
1	Narendra Kumar Gupta	72400	3.63
2	Binod Kumar Agarwal	121800	6.11
3	Raj Kumar Agarwal	306100	15.36
4	Seema Agarwal	134000	6.72
5	Ranju Bala Agarwal	141500	7.10
6	Bishaka Gupta	36000	1.81
7	Saket Agarwal	138000	6.92
8	Sarada Impex Private Limited	183750	9.22
9	Sarada Niketan Private Limited	155000	7.78
10	Bhagirath Madan Agarwal	99500	4.99
11	Manju Bhagirath Agarwal	74000	3.71
12	Sarada Devi Agarwal	123500	6.20
13	Prateek Cine Productions Private Limited	50000	2.51
14	Sarada Overseas Private Limited	50000	2.51
15	Pratik Realcon Private Limited	85625	4.30
16	Attabira Rice Mill Private Limited	67500	3.39
17	Shiv Shakti Airways Services Limited	18125	0.91
18	Shivshakti Ispat Private Limited	134375	6.74
19	Dau Dayal Agarwal	2200	0.11
	Total	1993375	100.00

Restructured Capital

As part of the Resolution Plan, the existing share capital of the company shall be reduced by 90%. Thereafter, 10 equity shares shall be swapped by issue of fresh one equity share each of Rs. 10/-. Any fraction of the equity share shall be disregarded and shall stand cancelled. The RA shall arrange to purchase the entire equity shares from existing shareholders at the reduced value and shall pay them a sum of 19,93,175/-

The Revised Share Capital Structure after the Plan Approval Date and infusion of capital.

Share Capital	Number	Paid-up Vale	Amount in Rs.
Authorised shares	30,00,000	10/-	3,00,00,000.00

Restructure Issued & Subscribed	19,93,375	1/-	19,93,375.00
Fresh equity capital by RA	30,00,000	1/-	30,00,000.00
Total Paid up capital after restructuring	49,93,375	1/-	49,93,375.00

RA shall arrange to increase the Authorised capital of the CD or consolidate the paid up shares, in such manner as may be required during the implementation of the plan.

The aforesaid restructuring shall take place in the following manner, in the sequence set out below:

The Cancellation of shares and Capital Reduction:

1.

a. Shall be applicable to all the shareholding held by the existing shareholders of the Company.

2.

b. Shall be pursuant to the NCLT Approval Order and shall not require any other procedure as required under the Companies Act, including that under Section 66 of the Companies Act or regulations of the SEBI;

3.

c. Shall not require the consent of any of the creditors of GSIPL or approval of the shareholders of GSIPL as the Resolution Plan upon being approved by the NCLT shall be binding on GSIPL and its stakeholders (including its creditors and shareholders').

4.

d. This restructuring does not require increase in authorized share capital of GSIPL, but in case such restructuring requires increase in authorized share capital and consequent amendment of the Memorandum of Association of GSIPL, such increase and amendment shall take place as part of the Resolution Plan. The authorized share capital of GSIPL shall be increased, without any further act, instrument or deed by GSIPL and without any liability for payment of any fees or stamp duty in respect of such increase.

5.

e. In order to give effect to the Resolution Plan by Applicant, changes (if any) in the constitutional documents, memorandum of association and articles of association, to increase the authorized share capital and change the name of the Company, as required for implementation of the provisions of the Resolution Plan will be made, and the Company, its stakeholders, and the proposed new management of the Company shall be bound by such revised constitutional document.

16. MANAGEMENT OF THE COMPANY

- The management and control of GSIPL will be taken over by the RA who will reconstitute the Board and shall appoint following persons as its directors replacing all the existing directors of CD.

Sl. No.	Name	Designation
1.	Shri Amitabha Dey	Director
2.	Shri Sibaji Banerjee	Director

The Resolution Applicant proposes to strengthen the management by appointing experienced professionals in the industry. Further, Resolution Applicant is open to accept any reasonable monitoring arrangement as may be imposed by the COC in this behalf. Further, whole-time key managerial personnel, if required, will be appointed as per the requirement of the Companies Act. The Resolution Applicant shall be at liberty to appoint the statutory and internal auditor of their choice, subject to Applicable Laws. In order to successfully drive the operations of the Company, the team of experts of relevant field will work under the direct supervision and control of the management.

Release of Resolution Professional

RA proposes that the Resolution Professional shall be released with effect from the date of approval of plan by AA.

Going Concern - The company shall continue as going concern and operate in its normal course of business upon implementation of the resolution plan. With effect from cut – off date, the management of affairs company would be done through the Restructured Board under the overall supervision and guidance of the Implementation and monitoring committee.

Continue Corporate Existence - The company shall continue its operations in the normal course of business.

Corporate Action - The company shall take appropriate corporate actions necessary for implementations of the all the provisions of the Resolution plan, which includes filling of appropriate documents of forms amongst others, with the Register of companies and ministry of corporate Affairs and other compliance as per the governing law.

17. Term of Resolution Plan and its Implementation And Supervision

The term of the proposed Resolution Plan will commence from the commencement of cut-off date. The implementation of the plan will begin once the plan is approved by COC and NCLT in accordance with the IBC. - Payment received from Resolution Applicant will be utilized for settlement of dues from the cut-off date and balance will be deployed by corporate debtor as working capital. - Resolution Applicant will continue to make payment to financial creditors as envisaged in the plan unless otherwise agreed between Resolution Applicant and financial creditors. In order to ensure smooth Implementation of the Resolution plan, the Resolution Applicant already has sound business experience. The Resolution Applicant if required shall further induct professionals to manage the day to day affairs of the company whose terms of appointment and duties would be decided by the Restored Board of Directors. - On the plan effective date, the Implementation and Monitoring Committee may appoint professional(s) who shall monitor and supervise the implementation of the Resolution plan on such fee as will be settled between him and Resolution Applicant. The period of implementation of the plan (to be monitored by the Monitoring Committee) shall be 6 months i.e. till the final payments are made to financial creditors (other than related parties). Once plan is satisfactorily implemented, the Monitoring Committee will be dissolved. The fees for monitoring and supervision shall be mutually decided between the Monitoring Professionals and Resolution Applicant and will be paid by Resolution Applicant / corporate debtor. The Monitoring Committee shall have the following responsibilities:

(i)

Coordination amongst the stakeholders for smooth implementation of the plan.

(ii)

Looking into various compliance as per Resolution plan during implementation period.

(iii)

Providing specified information to stakeholders regarding implementation of resolution plan.

(iv)

Issue a certificate that the Resolution plan has been duly implemented and the mandatory payments contemplated in this Resolution plan have been duly completed.

- (v) In issuing this certificate if a person has not collected its payment despite the company having notified such person it shall be deemed to be a discharge of company's payment obligations. - (vi) Issuance of a certificate by the monitoring professional shall be a discharge of the Resolution Applicant from their obligations under this Resolution plan. - (vii) The Resolution Applicant may request the COC for the removal and substitution of the monitoring professional if the monitoring professional is unable to satisfactorily perform its responsibilities or breaches terms of its appointment.

- In addition to meticulous compliance with the schedules of payments covered under the scheme, the company shall ensure timely payment of all duties accruing after the scheme is implemented in full to the Central and State Governments and statutory Authorities in normal course. - The RA / CD shall be authorised to sell, lease or encumber in any manner whatsoever any part of land, building, plant & machinery of equipment or any of its fixed assets without the prior permission of IMC after making upfront payment. - Any modification in the terms of this resolution plan post approval by the Hon'ble Adjudicating Authority / NCLAT shall be made with the mutual consent of the Financial Creditors at that stage and the RA/CD and shall be confirmed by the AA. Resolution Applicant shall not be construed to be a violation or an event of default as per the provisions of the code once the amendment is approved by the Hon'ble AA.

18. INTERESTS OF STAKEHOLDERS AND COMPLIANCE WITH PROVISIONS OF THE LAW

19. APPROVALS REQUIRED FOR THE PLAN

NCLT

THE COMPANIES ACT

SEBI APPROVALS

TAKEOVER CODE EXEMPTION

COMPETITION COMMISSION OF INDIA (CCI)

20. LIMIT ON LIABILITY

21. RELIEFS, CONCESSIONS AND WAIVERS

"Provided also that any scheme sanctioned under sub-section (4) or any scheme under implementation under sub-section 18 of the Sick Industrial Companies (Special Provisions), Act, 1985 shall be deemed to be an approved resolution plan under sub-section (1) of section 31 of the insolvency and Bankruptcy Code, 2016 and the same shall be dealt with, in accordance with the provisions of part II of the said Code.

9. PF & ESI Authorities:

To consider and grant exemption/immunity to the company for payment of penalty and damages and against future criminal proceedings.

10. Ministry of Corporate Affairs, Govt of India:

i)

To exempt the company for taking permission/approval of capital reduction proposed in the scheme. ii) To exempt the company from the compliance of the provisions of the Act for reduction in the equity share capital of the company as envisaged in the scheme.

11. DGFT, Ministry of Commerce, New Delhi

Commissioner of Customs shall release machinery imported by the CD and seized by the Customs Department on payment of resolution amount as per para 13.6.

12.

All licenses and Government Approvals granted to the company weather lapsed, expired, suspended, cancelled, revoked, terminated, shall be renewed for the period for which they were originally granted, starting from the plan effective date without any additional fees, charges or penalty or interest and the company shall be permitted to continue to operate its business and asset in the manner that all the approvals and licenses are valid until renewal/ extension of such licenses and approvals. It will be treated as the company is compliant with them without initiating any investigations, actions or proceeding in relation to such Non-compliances and the adjudicating authority shall pass an order to that effect.

13.

That all the relevant Governmental Authorities to waive any and all demand or notice of demand in relation to making payments towards the transfer charges or unearned amount that may be applicable in relation to the properties of the company on account of the transaction contemplated in this resolution plan.

14.

All Governmental Authorities to waive all penalties, taxes, dues, charges, levies and cess on past non-compliances of the company under applicable laws, and the Resolution Applicant shall not be liable for any non-compliances under applicable laws for the period prior to the cut-off date and the adjudicating authority shall pass as order to that effect.

15.

All Governmental authorities to waive the non-compliances of the company prior to the cut-off date, including but not limited to Companies Act, 2013, Industrial Dispute Act, 1947, Labor Laws, Income Tax Act, 1961, VAT, Service Tax Act, GST, Sales Tax, the relevant Shops and Establishment Acts and rules, circulars and regulations of each of the above legislations and to consider providing relief to the company from all litigations pending at different levels and provide waiver from tax dues including interest and penalty on such litigations.

16.

All Governmental Authorities to grant any relief, concession or dispensation as may be required for implementation of the transactions contemplated under the resolution plan in accordance with its terms and conditions.

17. Restructuring of Capital

To allow restructuring of capital as proposed in para 15 hereinabove.

18.

The resolution applicant reserves the right to amend or modify any waives or conditions sought in the present plan after approval of the same by COC, at any time before the plan is submitted for consideration of the NCLT. It is clarified that no such amendment or modification would have any impact on the right of the COC under this plan. The COC undertakes that no such modification or amendment shall entitle them to withdraw their approval for the plan.

Note : It is declared that the Approvals / Waivers / Reliefs sought from the NCLT are in the nature of Request and are not conditions under this resolution Plan.

Resolution Applicant hereby confirms that to the best of his knowledge, the resolution plan complies with the various laws and regulations governing the terms and conditions of the Resolution Plan and does not contravene any of the provisions of the law for the time being in force.

22. OTHER KEY TERMS PERTAINING TO THE ACQUISITION OF CONTROL OF THE COMPANY

Applications for approvals;

The Resolution Applicant will sign all applications on behalf of the company that are proposed to be made to any government authorities in order to obtain the necessary approvals for implementation of this resolution plan within timelines set out herein.

Treatment of contracts

All contracts deeds, bonds, agreements, and other similar rights or entitlements whatsoever, schemes, arrangements and other instruments permits, rights, entitlements, licenses (including the licenses granted by any governmental authority, statutory or regulatory bodies) for the purpose of carrying on the business of the company and in relation thereto, and those relating to tenancies, privileges powers, facilities of every kind and description of whatsoever nature in relation to the company, or to the benefit of which the company may be eligible and which are subsisting or having effect immediately before the order was passed by the NCLT, shall by endorsement, delivery or recoding of or by operation of applicable law pursuant to the order of the NCLT sanctioning the resolution plan, and on this resolution plan becoming effective be demand to and continue to be valid and subsisting contracts , deeds, bonds, agreements, indemnities or other similar rights or entitlements whatsoever schemes, arrangements and other instruments, permits, rights, entitlements, licenses (including the licenses granted by any governmental authority ) of the company and any termination initiated pursuant to the initiation of the CIRP for any reason (including change of control or liquidation/insolvency related) shall be deemed to have not been terminated. Such contracts, assets, properties and rights described hereinabove shall stand vested in the resolution plan and shall be deemed to be the property and become the property by operation of applicable law as an integral part of the resolution plan. Such contracts, assets, rights and properties described above shall continue to be in full force and continue as effective and shall be the legal and enforceable rights and interests of the company which can be enforced and acted upon as fully and effectually as if there were no default or liabilities accrued to be accrued. In relation to the same, any procedural requirements required to be fulfilled solely by the company (and not by any of its successors), shall be deemed to be fulfilled by the company.

Treatment of assets:

Each asset (including properties, whether freehold, leasehold or licenses basis) of the company shall be vested in the company free and clear of all encumbrances from the plan effective date.

All the permits held or availed of by, and all rights and benefits that have accrued to, the company, shall without any further act, instrument or deed, be transferred to, and vest in, or be deemed to have been vested in, and be available to, the company so as to become as and form the plan effective date, the permits, estates, assets, rights, title, interest and authorities of the company and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible in applicable laws. Upon the plan effective date the company shall be authorized to carry on business under the relevant license and / or permit and /or approval, as the case may be.

RIGHT TO SHARE ADJUDICATING AUTHORITY'S ORDER AND THIS RESOLUTION PLAN

The resolution applicant and the corporate debtor shall be entitled to share certified copy of this resolution plan and the order of the adjudicating authority approving this resolution plan with third parties including governmental authorities.

CURRENCY OF PAYMENT

All payments proposed to be made pursuant to this resolution plan will be in Indian rupees (INR).

ACCOUNTING TREATMENT

i.

Upon approval of the plan by the adjudicating authority, the resolution applicant be permitted to draw up the financial statements of the company for a period ending on the effective date (or any date closest to that date as may be practicable) in compliance with applicable accounting standards such that it truly reflects the claims verified and the realisable, fair value of the assets as may be determined by restored board of directors.

ii.

For the above purpose, the resolution applicant is permitted to carry out necessary write off of assets, creation of additional liability or expenses or write back of liability or provision ( as the case may be)in the books of accounts of the company pertaining to the period between the cut-off date and the effective date.

iii.

Pursuant to the order of the adjudicating authority approving this resolution plan, any debit or credit, being the balancing figure, shall be adjusted by the company in the capital reserve at its sole discretion and the same shall be deemed to be in compliance with the applicable accounting standards.

GOVERNMENTAL APPROVALS

All licenses and government approvals granted to the company weather lapsed expired, suspended, cancelled, revoked or terminated, shall be renewed for the period for which they were originally granted, starting from the plan effective date without any additional fees, charges or penalty or interest and the company shall be permitted to continue to operate its business and assets in the manner that all the approvals and licenses are valid, until renewal / extension of such licenses and approvals. It will be treated as the company is compliant with them without initiating any investigations, actions or proceedings in relation to such non-compliances and the adjudicating authority shall pass an order to that effect.

OTHER TERMS AND CONDITIONS

i. Governing Law

The company and the new management shall be governed by the laws of India giving effect to adjudicating authority order approving the resolution plan and any agreement, covenants, documents and instruments executed in connection with the resolution plan.

ii. Binding effect

a)

This resolution plan once approved by the CoC and then the adjudicating Authority, along with such conditions as may be considered appropriate by the Adjudicating Authority, shall be binding on the Resolution Applicant, the Company, all holders of claims, Creditors, members, promoters, employees, Central and State Government and all other parties in interest and each of their respective successors and assigns.

b)

All requisite approvals and requirements of law required to give effect to the Resolution Applicant. The Resolution Applicant, without prejudice to its rights and contention to seek remedy before the adjudicating Authority and/or the appropriate forum/s prescribed under the law, undertakes that it shall not suspend the implementation of this Resolution Plan after the approval of the Adjudicating Authority in the event any of the reliefs and concessions the Resolution Applicant sought under this Resolution Plan is not granted by the Adjudicating Authority.

iii. Severability and right to modify

a)

In the event it is determined that any provisions of the Resolution Plan is unenforceable either on its face or as applied to any claims or transaction and/or in the event any provision of the Resolution Plan becomes invalid for reasons other than by breach of any party, Resolution Applicant may apply to the Adjudicating Authority for appropriate modification of such provisions of the Resolution Plan, to satisfaction of the Adjudicating Authority, and such invalidity and/or unenforceability of the provision of the Resolution Plan shall not render the whole Resolution Plan ineffective, unless otherwise directed by the Adjudicating Authority by order.

b)

In case any such modification is required in the Resolution Plan after the receipt of Adjudicating Authority's approval, to comply with any laws currently in force or to apply for certain approvals as required under the Resolution Plan or for any other requirements, not jeopardising the rights of the creditors under the current plan, Resolution Applicant would obtain necessary approval on any modification required to comply with the laws in force and to successfully implement the Plan from the Adjudicating Authority, as maybe required.

c)

The resolution Applicant reserves and retains the right to modify the proposed Resolution Plan on occurrence of any of the following events.

(1)

In case any additional information is obtained by the Resolution Professional and provided to the Resolution Post submission of this Plan;

(2)

In case of any information provided by the Resolution Professional is modified, revised or amended post submission of this plan;

(3)

In case the amount of claims admitted by the Resolution Professional towards any class of creditor is communicated or modified or revised

(4)

In case the amount proposed in this Plan for settling the dues to the Financial and Other creditors is revised based on discussions between the members of Committee of Creditors and the Resolution Applicant;

d)

The Resolution Applicant has made every possible effort to prepare and submit the Resolution Plan strictly in accordance with the various provisions of the Code and as per the terms mentioned by the Resolution Professional. However, if there is any inadvertent inadequacy/ shortcomings/ defects in the Resolution Plan, the Resolution Applicant shall be given an opportunity for rectifying and removal of such inadequacy/ shortcomings/ defects so observed, additional information required with respect to the plan proposed herein and give an opportunity for removal of any defect or deficiency in the resolution plan or documents provided.

Undertaking / Declaration

I, Amitabha Dey, Director of Bhuwalka Developments Pvt. Ltd., the Resolution Applicant in the matter of Gandhmardhan Sponge Industries Pvt. Ltd. do hereby solemnly declare that every information and document provide to in connection with the Resolution Plan is true and correct.

I also solemnly affirm, declare and undertake that discovery of any false information and record provided in connection with or in the Resolution Plan at any time, will render me ineligible to continue the Corporate Insolvency Resolution Process of Gandhmardhan Sponge Industries Pvt. Ltd. and forfeit any refundable deposit made by me and attract penal action against me under provisions of IBC, 2016.

Projected Profitability statement (after Commercial operations after development of 2 parcels of land)

PARTICULARS	Projected	Projected	Projected	Projected
YEAR	2023-24	2024-25	2025--26	2026-27
Sale of Services	950.00	1,050.00	1,050.00	1,050.00
COST OF PRODUCT.
Wages & Salaries	84.00	88.20	92.61	97.24
Power & Fuel	120.00	126.00	132.30	138.92
Other operating expenses	30.00	30.00	36.00	42.00
Depreciation	240.00	240.00	240.00	240.00
Total Cost of operations	474.00	484.20	500.91	518.16
Gross Profit	476.00	565.80	549.09	531.84
Other Income	8.00	10.00	12.00	15.00
Interest on Bank loans	144.00	116.00	80.00	48.00
Selling, General Admn.Exp.	24.00	27.00	30.00	30.00
TOTAL	168.00	143.00	110.00	78.00
Profit before Taxation	316.00	432.80	451.09	468.84
Provision for Taxation	63.20	86.56	90.22	93.77
Net Profit	252.80	346.24	360.87	375.08
Retained Profit	252.80	346.24	360.87	375.08
Cash Accruals	492.80	586.24	600.87	615.08

Projected Cash Flow statement

(after Commercial operations after development of 2 parcels of land)