b9bd3524a2bf801fe6c8d3d9fdba2edc

2. ABOUT THE CORPORATE DEBTOR

CIRP OF THE CORPORATE DEBTOR

"RESOLVED THAT the consent of the Committee of Creditors be and is hereby accorded to approve the Addendum no. 2 dated 13.09.2025 as part of the Resolution Plan dated 17.10.2024 of Mr. Suresh Wavia, as tabled before the Committee of Creditors for their deliberation."

"FURTHER RESOLVED THAT the Resolution Professional be and is hereby authorised to take all necessary steps, do all such acts, deeds and things, and to file necessary documents, applications or submissions before the Hon'ble NULT and any other authority as may be required in this regard."

20. TOTAL CIRP EXTENSIONS

21. BRIEF OUTLINE OF THE RESOLUTION PLAN OF THE SRA:

22. DETAILS OF THE SUCCESSFUL RESOLUTION APPLICANT

23. DELIBERATION OF THE COC ON THE FEASIBILITY OF THE PLAN

Recording Deliberations on feasibility and viability of each resolution plan:

All the COC members deliberated on the feasibility and viability of each resolution plan and noted as under:

2.

Mr. Suresh Wavia:

a. The resolution plan value is above the Liquidation Value.

b. The Resolution applicant has provided proof of funds.

c. The term of resolution plan is 2 months from the approval of resolution plan by Hon'ble NCLT which is adequate and reasonable.

Therefore, all the COC members present in the meeting recorded their deliberations that the resolution plan submitted by Mr. Suresh Wavia is feasible and viable.

"RESOLVED THAT pursuant to Section 30(4) of IBC 2016 and Regulation 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations 2016, the Resolution Plan dated 17th October, 2024 received from Suresh Wavia, the Resolution Applicant, along with response of queries & rectifications thereof, received from the him on certain aspects, which were duly incorporated in the said Resolution Plan which was placed before the Committee of Creditors, be and is hereby approved in the CIR Process of Furnace Fabrica (India) Limited, Corporate Debtor;

RESOLVED FURTHER THAT the Resolution Professional be and is hereby authorized to submit Resolution Plan, as approved herein above, to Adjudication Authority along with compliance certificate in Form H of the Schedule and to do all such acts and deeds as may be necessary and expedient relating thereto."

24. FINANCIAL PROPOSAL UNDER THE RESOLUTION PLAN IS TABULATED BELOW:

1) CIRP Costs:-

2) Secured Financial Creditor:-

3) Unsecured Financial Creditor:-

4) Operational creditors (Employees): -

5) Operational creditors (Government Dues): -

6)

Operational creditors (Other than Workmen & Employees & Government Dues): -

The Resolution Applicant proposes to pay Rs. 22,00,069/- (Rupees Twenty-Two Lakhs Sixty Nine Only) to the Operational Creditors against their admitted claims of Rs. 88,00,27,436/- (Rupees Eighty-Eight Crores Twenty-Seven Thousand Four Hundred and Thirty Six Only) on the Transfer Date. The proposed amount shall be distributed on a pro-rata basis among such creditors, in full and final settlement of their admitted dues. It is clarified that any claims admitted at a later stage shall also be treated as Operational Debt and dealt with in the manner provided under this Resolution Plan without increasing the Total Resolution Plan Amount, and any payments pursuant thereto shall be proportionately adjusted against the amounts proposed to be paid to the Secured Financial Creditors. For abundant clarity, all existing or potential dues and liabilities of the Corporate Debtor, including those owed to Government and Statutory Authorities, in the nature of taxes, penalties, duties, cesses, fees, interest, fines, levies, licenses, approvals, investigations, litigations, or any financial obligations whatsoever, whether admitted or not, crystallised or contingent, known or unknown, secured or unsecured, shall stand permanently extinguished upon approval of this Resolution Plan by this Adjudicating Authority. Accordingly, neither the Corporate Debtor nor the Resolution Applicant shall have any liability, obligation, or duty in relation thereto. All related proceedings, notices, assessments, or demands shall stand withdrawn, terminated, or abated, and no fresh proceedings shall lie against the Corporate Debtor or its assets. The Resolution Applicant and the Corporate Debtor shall, however, be entitled to avail benefits such as carried- forward losses, unabsorbed depreciation, and credits under the Income-tax Act and other applicable laws, as permissible.

7)

Other creditors: -

The Resolution Applicant proposes to pay Rs. 3,95,221/- (Rupees Three Lakhs Ninety-Five Thousand Two Hundred and Twenty-One Only) to the Other Creditors (other than Financial Creditors and Operational Creditors) against the admitted claim of Rs. 7,90,44,200/- (Rupees Seven Crores Ninety Lakhs Forty-Four Thousand and Two Hundred Only). The proposed amount shall be distributed on a pro-rata basis among such creditors on the Transfer Date, in full and final settlement of their admitted dues.

25. REVIVAL PLAN & RATIONALE:

i.

The Resolution Applicant proposes a comprehensive revival plan for the Corporate Debtor to restore its financial stability and ensure sustainable operations post-acquisition. The Business Plan has been formulated based on information available in the Information Memorandum, public domain data, provisional financial statements, and the fixed asset register of the Corporate Debtor, with the assumption that no alienation, disposal, transfer, or encumbrances have occurred over its assets after the commencement of the Corporate Insolvency Resolution Process, other than as disclosed.

ii.

The Resolution Applicant has the financial capability, technical expertise, and manpower resources required for effective implementation of this Resolution Plan. The reasons for the present financial distress of the Corporate Debtor include working capital constraints, failure to generate adequate revenue to service debt, lack of promoter-led liquidity infusion, and the adverse impact of the pandemic on its business. These factors cumulatively led to over-leveraging and eventual default in debt servicing.

iii.

The proposed revival strategy focuses on (i) infusion of requisite funds for resolution of insolvency and settlement of claims, (ii) debt restructuring through settlement in accordance with this Resolution Plan to address the issue of over-leveraging, (iii) revival of business operations through optimized utilization of existing assets, and (iv) generation of revenue through operational efficiencies and market re-engagement.

iv.

This revival plan provides a viable pathway for turning around the Corporate Debtor, ensuring maximisation of value for stakeholders, and sustaining the Corporate Debtor as a going concern.

26. FEASIBILITY AND VIABILITY OF THE PLAN

The Resolution Plan proposed by the Resolution Applicant complies with the Insolvency and Bankruptcy Code, 2016, and the Corporate Insolvency Resolution Process Regulations, and provides for the revival, construction, refabrication, and development of the assets of the Corporate Debtor, along with the settlement of dues of all Creditors and Stakeholders as detailed in the Financial Proposal forming part of the Plan. Leveraging its extensive experience in the real estate sector and its proven technical and managerial capabilities to handle large-scale projects, the Resolution Applicant has laid out a definitive plan to revive and turn around the Corporate Debtor in the best interest of all Stakeholders, supported by a clear framework for implementation and management to ensure feasibility and viability.

27. IMPLEMENTATION AND MONITORING COMMITTEE

i. Term of the Resolution Plan and its Implementation Schedule: -

Implementation of the Resolution Plan shall commence from the Approval Date. Within seven business days from the Approval Date, the Monitoring Committee shall be formed. The Transfer Date, being on or before 60 days from the Approval Date, shall mark the formal handover of control and management of the Corporate Debtor to the Resolution Applicant. On the Transfer Date, the following steps shall be undertaken: cessation of existing equity shares and acquisition of 100% of the Corporate Debtor's shares by the Resolution Applicant; cessation of the existing Board of Directors and induction of the new Board; payment of Corporate Insolvency Resolution Process costs at actuals; payment to Operational Creditors and Secured Financial Creditors; treatment of Unsecured Financial Creditors in accordance with Clause 5(C) of the Resolution Plan; and satisfaction and release of charge on the Corporate Debtor's assets by Financial Creditors, along with issuance of No Dues Certificates and other necessary documents, in accordance with Clause 5(D) of the Resolution Plan. All the above steps are expected to be completed as per the indicative timelines specified in this Resolution Plan to ensure smooth and effective implementation.

ii. Management and Control of the business of the Corporate Debtor:-

a)

On and from the Approval Date, the Resolution Applicant shall be entitled to exercise complete and exclusive control over the Corporate Debtor, as per applicable laws and in accordance with the proposed shareholding structure.

b)

On and from the date of submission of the Performance Bank Guarantee till the time the Monitoring Committee is formed and assumes supervision, the operations of the Corporate Debtor shall be continued by the Resolution Professional in accordance with the provisions of the Code.

c)

From the Approval Date till the Transfer Date, the Monitoring Committee shall oversee the affairs of the Corporate Debtor and ensure compliance with the provisions of the Resolution Plan. It shall not take or omit to take any actions that may adversely affect the successful implementation of the Resolution Plan.

d)

On the Transfer Date, the Monitoring Committee shall stand dissolved automatically, and the control and management of the Corporate Debtor shall vest solely with the reconstituted Board of Directors appointed by the Resolution Applicant.

e)

The Monitoring Committee, Resolution Professional, and all relevant stakeholders shall, on a best-effort basis, provide the necessary documents, records, and information to enable the Resolution Applicant to take full control over the assets and operations of the Corporate Debtor.

f)

As of the Transfer Date, unless otherwise resolved by the newly constituted Board, all prior powers of attorney or corporate authorizations issued by the Corporate Debtor shall stand revoked. The reconstituted Board shall have full authority to issue fresh authorizations and mandates for the continued operations and management of the Corporate Debtor.

iii. Constitution and Role of Monitoring Committee: -

a)

The Monitoring Committee shall be constituted within seven Business Days from the date of receipt of the order approving the Resolution Plan by this Adjudicating Authority.

b)

The Monitoring Committee shall comprise the following members:

(i)

Two nominees/representatives of the Assenting Secured Financial Creditors;

(ii)

Two nominees/representatives of the Resolution Applicant; and

(iii)

The Resolution Professional or an Independent Professional.

c)

All decisions of the Monitoring Committee shall be taken by way of a simple majority. No liability shall arise on the part of the Secured Financial Creditors, Resolution Applicant, or the Resolution Professional or their representatives in respect of their participation in the Monitoring Committee.

d)

All expenses incurred from the NCLT Approval Date until the Transfer Date for running and managing the operations of the Corporate Debtor, up to a limit of INR 20,00,000 (Indian Rupees Twenty Lakhs only), shall be paid by the SRA. Any amount exceeding INR 20,00,000 shall be paid from the Resolution Plan Amount offered to the Secured Financial Creditors under the Resolution Plan.

28.

The Earnest Money Deposit of Rs. 50,00,000/- (Rupees Fifty Lakhs Only) submitted along with the Resolution Plan, together with the Earnest Money Deposit of Rs. 25,00,000/- (Rupees Twenty-Five Lakhs Only) submitted at the time of the Expression of Interest, shall be adjusted against the Performance Bank Guarantee upon the Resolution Applicant being declared as the Successful Resolution Applicant.

29.

The Committee of Creditors, having approved the Resolution Plan with 100% voting share, has authorised the Resolution Professional to approach this Adjudicating Authority under Regulation 39(4) of the CIRP Regulations for approval of the Resolution Plan. And stated that this Resolution Plan satisfies the commercial wisdom of the Committee of Creditors and complies with all requirements under the Code and does not contravene any provision of law.

FORM H COMPLIANCE CERTIFICATE

(Under Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016)

I, Abik Kumar Agarwal, an insolvency professional enrolled with Indian Institute of Insolvency Professionals of ICAI and registered with the Board with registration number IRBIPA-001-SP-P00059/2017-2018-10137, are the Resolution Professional for the corporate insolvency resolution process (CIRP) of Furnace Fabrica (India) Limited (CD).

I.A. The details of the CIRP are as under:

S. No.	Particulars	Description
1	Name of the CD	Furnace Fabrica (India) Limited
2	Date of Initiation of CIRP	1st November, 2025 (order received on 1st November, 2025)
3	Date of Appointment of IRP	1st November, 2025 (order received on 1st November, 2025)
4	Date of Publication of Public Announcement	3rd November, 2025
5	Date of Commission of CoC	21st November, 2025
6	Date of First Meeting of CoC	26th November, 2025
7	Date of Appointment of RP	28th November, 2025
8	Date of Appointment of Registered Valuers	Plant & Machinery 1. GAA Advisory LLP on 05-01-2024 2. RNC Valuers LLP on 18-12-2023 Land & Building 3. GAA Advisory LLP on 05-01-2024 4. RNC Valuers LLP on 18-12-2023 Securities & Financial Assets 5. GAA Advisory LLP on 05-01-2024 6. RNC Valuers LLP on 18-12-2023 A valuation summary sheet along with Valuation Report from GAA Advisory LLP is annexed hereto and marked as Annexure A. Valuation Report from RNC Valuers LLP is annexed hereto and marked as Annexure B.
9	Date of Issue of Invitation for Ecl	1. 28-12-2023 (See Annexure A5 Pg 69 of 14) 2. 30-01-2024 (Subsequently Re-published) (See Annexure A5 Pg 75 of 14) 3. 07-03-2024 (Subsequently Re-published) (See Annexure A5 Pg 99 of 14)
10	Date of Final List of Eligible Promotions Resolution Applicants	16-04-2024
11	Date of Invitation of Resolution Plan	26-04-2024
12	Last Date of Submission of Resolution Plan	30-03-2024
13	Date of submission of Resolution Plan to the RP	15-03-2024
14	Date of placing the Resolution Plan before the CoC	29-03-2024 (See Annexure A15 Pg 135 of 14)
15	Date of Approval of Resolution Plan by CoC	05-02-2025
16	Date of Filing of Resolution Plan with Affidavit Authority	21-02-2025
17	Date of Expiry of 100 days of CIRP	29-04-2024
18	Date of each order extending excluding the period of CIRP on request filed by RP	The Hon'ble NCLT provided extension of 90 days and 60 days vide its order dated 05-06-2024 and 11-09-2024 respectively. Further, extension of 90 days was granted by the Hon'ble NCLT vide its order dated 06-11-2024. Subsequently, further extension of 45 days from 26-12-2024 to 09-02-2025 was granted in terms of order dated 29-02-2025. Subsequently, further extension of 30 days from 09-02-2025 to 11-03-2025 was granted in terms of order dated 17-04-2025.
19	Date of Expiry of Extended Period of CIRP	11-03-2025
20	Fair Value*	Rs. 101,02,00,000
21	Liquidation value*	Rs. 75,21,00,000
22	Number of Machines of CoC held	28

*Average of all the Registered Valuers has been taken for all three class of assets

2.

I hereby certify that-

(i)

the said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code, 2016 (Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) and does not contravene any of the provisions of the law for the time being in force.

(ii)

the Resolution Applicant Mr. Suresh Wavia has submitted an affidavit pursuant to section 30(1) of the Code confirming its eligibility under section 29A of the Code to submit resolution plan. The contents of the said affidavit are in order.

(iii)

the said Resolution Plan has been approved by the CoC in accordance with the provisions of the Code and the CIRP Regulations made thereunder. The Resolution Plan has been approved by 100% of voting share of financial creditors after considering its feasibility and viability and other requirements specified by the CIRP Regulations.

(iv)

The voting was held in the meeting of the CoC on [state the date of meeting] where all the members of the CoC were present.

or I sought vote of members of the CoC by electronic voting system which was kept open at least for 24 hours as per the regulation 26.

3.

The details and documents related to the successful resolution applicant are as under:

Sl. No.	Particulars	Description
1.	Name of Successful Resolution Applicant (SRA)	Suresh Wavia
2.	Nature of Business of SRA	Engineering, Procurement, and Construction
3.	Relationship status of SRA with CD, if any	NA
4.	Whether SRA is eligible to submit plan is 240A of IBC in case of MSME CD	NA
5.	Due Diligence Certificate of the RP is 29A of IBC for the SRA (pls attach copy of certificate)	Yes. Due Diligence Certificate is annexed hereto and marked as Annexure C.

4.

The details of CIRP, and resolution plan are as under:

Sl. No.	Particulars					Description
1.	Whether Corporate Debtor is an MSME, if so, Date of obtaining MSME registration (pls attach copy of registration certificate)					No. The CD was registered as MSME from 1 September 2017, but its registration expired on 30th June 2022
2.	Business of the CD)					CD is engaged in the business of engineering, procurement, and construction services on a turnkey basis for process plants in fertilizer, iron & steel, zinc, copper, alumina, sulphuric acid, chemicals, cement, petroleum & petrochemical industries, and tankage solutions. It has a technology tie-up with Ortritec GmbH, Germany (formerly, Large Metallurgie GmbH), for building sulphuric acid plants in India.
3.	Total admitted claims (Amount in Rs.)					1,23,35,34,591 (Rupees Seven Hundred Twenty Three Cents Thirty Five Each Thirty Four Thousand Five Hundred Ninety One)
	S. No.	Description	Principal	Interest and penalty, if any	Total
	1.	Corporate Guarantee claims	-	-	-
	2.	Other than Corporate Guarantee claims	4,45,68,32,464	2,77,67,01,126	7,23,35,34,591
4.	Resolution Plan Value (including insolvency resolution process cost, infusion of funds etc) (In the case of real estate CDs, provide the monetary value of flats etc. given to allotters) (pls attach copy of Resolution plan)					82,50,00,000 (See Page 208, 209 of 14)
5.	Voting percentage (%) of CoC in favour of Resolution Plan (copy of 22nd minutes of CoC approving resolution plan has been attached)					100% (See Page 163, 164 of 14)

4.

Details of implementation of resolution plan:

Sl. No.	Particulars	Description
1.	Amount of Performance Guarantee furnished by SRA (as Rs.) and its validity (attach document)	7,50,00,000 (See Annexure A19 at Page 255 of 14). Additionally, the SRA has already paid an Earnest Money Deposit of Rs. 25,00,000 at the time of submission of Expression of Interest and an Earnest Money Deposit of Rs. 50,00,000 at the time of submission of the Resolution Plan. Proof of receipt of these funds by the Corporate Debtor is annexed hereto and marked as Annexure D.
2.	Source of funds (in brief)	The Resolution Applicant may make payments by way of equity, equity-linked, quasi-equity and / or other securities and/ or deposits, third-party debt or a combination thereof, as may be decided by the Resolution Applicant at its sole discretion. (See Page 211 of the 14) Net-worth certificate of the Resolution Applicant is annexed hereto and marked as Annexure E. Comfort Letter obtained from financial institution is annexed hereto and marked as Annexure F.
3.	Capital restructuring and management of CD post approval of resolution plan (in brief including shareholding proposed to be transferred in favour of SRA)	Upon approval of the Resolution Plan: • The entire existing share capital of the Corporate Debtor shall stand cancelled without any payout to current shareholders. (See Para 10 at Page 209 of the 14) • Corporate Debtor shall issue to the Resolution Applicant such number of equity shares as may be suitable on the basis of capital structure requirement of the Corporate Debtor. (See Para 10 at Page 209 of the 14) • The Board of Directors shall stand ceased on the NCLT Approval Date and all such powers shall be exercised by the Monitoring Committee in accordance with the Resolution Plan. The Monitoring Committee shall be responsible for the supervision of the day-to-day affairs of the Corporate Debtor from the NCLT Approval Date until the Transfer Date. The Corporate Debtor shall be managed by the Monitoring Committee in accordance with the terms and conditions set out in this Resolution Plan. (See Para 7(B) at Page 225 of the 14) • After approval of the Resolution Plan by the NCLT, till the Transfer Date, the Monitoring Committee shall oversee the management of the affairs of the Corporate Debtor. The Monitoring Committee shall comply with the provisions of the Resolution Plan and shall not take or omit to take any actions which could impact the successful implementation of this Resolution Plan. (See Para 7(F) at Page 227 of the 14) • The Monitoring Committee shall on the Transfer Date immediately stand dissolved, and all its powers shall cease to exist, without any further action or deed. The Resolution Applicant shall necessitate the Board of Directors of the Corporate Debtor as it may deem fit and carry out the affairs of the Company. For avoidance of doubt, the control and management of the Corporate Debtor

		from the Transfer Date shall vest in the reconstituted Board of Directors. (See Para 7(F) at Page 227 of the IA) • Transfer Date has been defined as 60 days from the NCLT Approval date (See Page 198 of IA)
4.	Term and implementation of plan (in brief)	The implementation period of the Resolution Plan shall be completed within 60 days from the NCLT Approval Date, i.e., the date on which NCLT approves the Resolution Plan. Upon the Transfer Date control and management of the Corporate Debtor shall be handed over to the SBA. (See Para 7(F) at Page 227 of the IA) A Monitoring Committee shall be constituted on the NCLT Approval Date, comprising: • Two representatives from Secured Financial Creditors, • Two representatives of the Resolution Applicant, and • The Resolution Professional. (See Para 7(C) at Page 225 of the IA) The Monitoring Committee shall: • Oversee the implementation of the Resolution Plan, • Oversee the management and affairs of the CD. (See Para 7(F) at Page 227 of the IA) The Resolution Applicant shall: • Make payment of Total Resolution Plan Amount before the Transfer Date • Reconstitute the Board of Directors on the Transfer Date. Upon completion of the implementation period (NCLT Approval Date to Transfer Date, 60 days) and confirmation of compliance by the Monitoring Committee, the committee shall be dissolved, and full control shall vest with the Resolution Applicant.
5.	Details of monitoring committee (in brief)	A Monitoring Committee shall be constituted on the NCLT Approval Date to supervise the implementation of the approved Resolution Plan. The Committee shall comprise: • Two representatives from Secured Financial Creditors, • Two representatives of the Resolution Applicant, and • The Resolution Professional. (See Para 7(C) at Page 225 of the IA) Key responsibilities include: • Oversee the implementation of the Resolution Plan, • Oversee the management and affairs of the CD. (See Para 7(F) at Page 227 of the IA) • File necessary applications for approvals from various authorities (See Para 8(i) at Page 229 of the IA) The Monitoring Committee shall remain functional until the Transfer Date.
6.	Effective date of resolution plan implementation	Shall be from the Transfer Date i.e. 60 days from the date of NCLT order approving the Resolution Plan

6.

The list of financial creditors of the CD Furnace Fabrica (India) Limited being members of the CoC and distribution of voting share among them is as under:

S. No.	Name of Creditor	Voting Share (%)	Voting for Resolution Plan (Voted for / Discounted / Abstained)
1.	State Bank of India	37.36 %	Voted for
2.	Standard Chartered Bank	20.15 %	Voted for
3.	Taxi Capital Limited	10.80 %	Voted for
4.	Exim Bank of India	6.34 %	Voted for
5.	Asia Bank of India	5.60 %	Voted for

7A. Realisable amount:

Sl. No.	Particulars	Description
1.	Total Realisable amount under the plan (In case of real estate CDs, provide the monetary value of flats etc. given to allotment)	82,50,00,000
2.	Fair Value	101,02,00,000
3.	Liquidation Value	73,21,00,000
4.	Percentage (%) of realisable amount to Fair Value	60.67%
5.	Percentage (%) of realisable amount to Liquidation Value	111.52%
6.	Percentage (%) of realisable amount to Principal amount	7.88%
7.	Percentage (%) of realisable amount to Total admitted claims	11.27%
8.	Percentage (%) of realisable amount to Other than admitted Corporate Guarantee claims	NA

7B. Details of Realisable amount:

(Amount in Rupees)

Stakeholder Type	Amount(s)				Payment schedule
	Amount Claimed	Amount Admitted	Realisable amount under the plan	Amount realizable in plan to amount claimed (%)
Secured Financial Creditors - Creditors not having a right to vote under sub-section (2) of section 21 - Discounting - Assenting	2,29,70,25,830	2,25,00,47,482	76,38,10,822	33.25%	On or before Transfer Date i.e. 60 days from the date of approval of resolution plan by the NCLT
Unsecured Financial Creditors - Creditors not having a right to vote under sub-section (2) of section 21 - Discounting - Assenting	27,25,02,709	27,25,02,709	27,25,027	1%	On or before Transfer Date i.e. 60 days from the date of approval of resolution plan by the NCLT
Operational Creditors
1(c) Government	3,94,50,63,885	3,60,41,31,058	1,63,85,994	0.41%	On or before Transfer Date i.e. 60 days from the

					date of approval of resolution plan by the NCLT
(ii) Workmen	0.00	0.00	0.00	0.00%	On or before Transfer Date i.e. 60 days from the date of approval of resolution plan by the NCLT
(iii) Employees	17,35,27,834	14,62,83,836	2,94,82,867	16.99%	On or before Transfer Date i.e. 60 days from the date of approval of resolution plan by the NCLT
(iv) Other Operational creditors	3,58,12,29,905	88,15,23,206	22,00,069	0.24%	On or before Transfer Date i.e. 60 days from the date of approval of resolution plan by the NCLT
Other Debts and Discs	7,90,44,200	7,90,44,200	3,95,221	0.5%	On or before Transfer Date i.e. 60 days from the date of approval of resolution plan by the NCLT
Shareholders	-	-	-	-
Total	10,34,84,14,482	7,23,35,34,590	81,50,00,000	7.88%

Note: The Successful Resolution Applicant (SRA) had reserved an amount of ₹1,00,00,000 towards the CIRP cost. However, till the date of approval of the Resolution Plan, the Corporate Debtor had sufficient funds to meet the CIRP cost. Accordingly, the amount of ₹1,00,00,000 earmarked by the SRA towards CIRP cost shall be distributed to the secured financial creditors in proportion to their respective voting shares.

8.

The time frame proposed for obtaining relevant approvals is as under:

Sl. No.	Nature of Approval	Name of applicable law	Name of Authority who will grant Approval	When to be obtained
1	The Monitoring Committee shall file necessary applications for approvals from various authorities (See Para 96) at Page 229 of the I.I.	-	-	Within timeline as specified under Section 31(4) of the IBC

9.

Steps to be taken by the concerned parties post approval of resolution plan by AA (See Page 228 of I.I):

S. No.	Next Step(s)	Name of Party	Timeline
1	Formation of Monitoring Committee (See Page 228 of I.I)	SRA, RP, SFC	Within 7 days from approval of Resolution Plan by NCLT
2	Infusion of funds in the SRA to be utilized for making payments as proposed under Resolution Plan and remainder money to be utilized for capital expenditure of the CD (See Para vii (b) at Page 239 of I.I, Page 228 of I.I)	SRA	Before the Transfer Date
3	Payments to be made to the creditors of the CD (See Para vii at Page 211 of I.I, Page 228 of I.I)	SRA	On or before the Transfer Date
4	Cancel the existing share capital of the CD and issuance of fresh shares (See Para xi at Page 209 of I.I, Page 228 of I.I)	SRA	Transfer Date
5	Creation of existing directors and indication of new directors (See Page 227 of I.I, Page 228 of I.I)	SRA	Transfer Date
6	Release of charge on the assets of the CD and issuance of no dues certificate and other necessary documents for satisfaction of charge of the CD	SFC	Transfer Date

10.

Details of Income Tax/losses carry forward under Section 79(2)(c) of Income Tax Act, 1961, if any: As per latest available Audited Financials of FY 2020-2021, the Corporate Debtor had a loss of Rs. 39.85 Crores (See Para 1) at Page 215 of I.I. Latest available Audited Financials of FY 2020-2021 of the Corporate Debtor is annexed hereto and marked as Annexure G.

11.

Amount of Regulatory fee payable (0.25%) to the Board under Regulation 31A is Rs. 2,32,250 and the same shall be paid from the Total Resolution Plan Amount, specifically from the Rs. 1,00,00,000 (Rupees One Crores) set aside under the Resolution Plan towards CIRP Costs. (See Clause 31A) at Page 212 of I.I.

12.

Status of Preferential, Undervalued, Fraudulent and Extortionate transactions and how these are dealt in the resolution plan, if any

Sl. No.	Type of Transaction	Amount (Rs.)	Date of Filing with Adjudicating Authority	Date of Order of the Adjudicating Authority	Brief of the Order	How it is dealt in resolution plan
1	Preferential transactions a/s 43
2	Undervalued transactions a/s 45	21,00,000/-	31-10-2024	Pending before Hon'ble NCLT Kochi	Pending before Hon'ble NCLT Kochi	All necessary made shall be passed on to the Secured Financial Creditors (See Para 1 Page 241 of I.I)
3	Extortionate credit transactions a/s 50
4	Fraudulent transactions a/s 66	3,94,00,000	31-10-2024	Pending before Hon'ble NCLT Kochi	Pending before Hon'ble NCLT Kochi	All necessary made shall be passed on to the Secured Financial Creditors (See Para 1 Page 241 of I.I)
5	Continuation of PLFE transactions
	Total	6,15,00,000

13.

If resolution plan submitted by suspended directors' promoter of CD, any PLFE applications against the suspended directors are pending, if so the details of the same: NA

14.

Details of other IAs pending against the Corporate Debtor:

Filing No.	Date of Application	Applicant(s) name	Responsible(s) name	Amount Involved, if any	Issue involved (in brief)
1/17/03/162024	31-10-2024	Nick Kumar Aaswal	Uttamala Mahaputra PLFE International Pvt. Ltd		PLFE Application filed by RP

1. Mr. Basheeruddin Abdul Rahman, Director 2. Mr. Razi Basheeruddin, Director 3. Nazre Basheeruddin, Director 4. Bahaj Kishore Nairdin, Additional Director 5. Dr. Sanam Basheer, Director 6. Mr. Badr Prasad, Director 7. Mr. Shashkaran Badr Prasad, Director 8. Ms. Sapna Shashkaran Badr Prasad, Director 9. Ms. Ashish Kumar Singh, Director

15. Other compliances

a. The committee has approved a plan providing for contribution under regulation 39B as under (See Para G at Page 187 of 14):

(i)

Estimated liquidation cost. Rs 1,29,70,000 plus Liquidator fees for first twelve months of Liquidation Process (exclusive of GST, other applicable taxes and out of pocket expenses)

(ii)

Estimated liquid assets available. Rs. 73,21,00,000

(iii)

Contributions required to be made: NA

(iv)

Financial creditor wise contribution is as under: NA

Sl. No.	Name of financial creditor	Amount to be contributed (Rs.)
1	NA	NA
2	NA	NA
Total	NA	NA

b. The committee has recommended under regulation 39C as under (See Para H at Page 188 of 14):

(i)

Sale of corporate debtor as a going concern: Yes, approved with 100% voting

(ii)

Sale of business of corporate debtor as a going concern: No

c. The committee has fixed, in consultation with the resolution professional, the fee payable to the Liquidator shall be as per IBBL Liquidation Regulation 4(2)(b) during the liquidation period under regulation 39D. (See Para I at Page 189 of 14)

16.

Whether Resolution Plan is subject to any contingency/condition - No (See Clause 9(e) at Page 211 of 14). The Reliefs and Concessions prayed for by the SRA are also not to be construed as conditionalities to the implementation of the Resolution Plan. (See Clause 11 at Page 215 of 14)

17.

The Resolution Plan has been filed 481 days after the commencement of CIRP (in terms of Section 12 of the Code).

Declaration

I Mr. Alok Kumar Agarwal hereby certify that that the contents of this certificate are true and correct to the best of my knowledge and belief, and nothing material has been concealed therefrom.

Mr. Alok Kumar Agarwal

IBBI Registration No. IBBI/IPA-001/IP-P00059/2017-2018/10137

Address: 605, Suncote Business Tower, Golf Course Road, Sector 54, Gurgaon, Haryana-122002

Email id: alok@insolvencyservices.in

Date: Noida

Place: 6th October 2025

ANALYSIS AND FINDINGS

19...In the present case, however, our focus must be on the dispensation governing the process of approval or rejection of resolution plan by the CoC. The CoC is called upon to consider the resolution plan under Section 30(4) of the I&B Code after it is verified and vetted by the resolution professional as being compliant with all the statutory requirements specified in Section 30(2).

55.

Whereas, the discretion of the adjudicating authority (NCLT) is circumscribed by Section 31 limited to scrutiny of the resolution plan ,as approved' by the requisite per cent of voting share of financial creditors. Even in that enquiry, the grounds on which the adjudicating authority can reject the resolution plan is in reference to matters specified in Section 30(2), when the resolution plan does not conform to the stated requirements. Reverting to Section 30(2), the enquiry to be done is in respect of whether the resolution plan provides: (i) the payment of insolvency resolution process costs in a specified manner in priority to the repayment of other debts of the corporate debtor, (ii) the repayment of the debts of operational creditors in prescribed manner, (iii) the management of the affairs of the corporate debtor, (iv) the implementation and supervision of the resolution plan, (v) does not contravene any of the provisions of the law for the time being in force, (vi) conforms to such other requirements as may be specified by the Board. The Board referred to is established under Section 188 of the I&B Code. The powers and functions of the Board have been delineated in Section 196 of the I&B Code. None of the specified functions of the Board, directly or indirectly, pertain to regulating the manner in which the financial creditors ought to or ought not to exercise their commercial wisdom during the voting on the resolution plan under Section 30(4) of the I&B Code. The subjective satisfaction of the financial creditors at the time of voting is bound to be a mixed baggage of variety of factors. To wit, the feasibility and viability of the proposed resolution plan and including their perceptions about the general capability of the resolution applicant to translate the projected plan into a reality. The resolution applicant may have given projections backed by normative data but still in the opinion of the dissenting financial creditors, it would not be free from being speculative. These aspects are completely within the domain of the financial creditors who are called upon to vote on the resolution plan under Section 30(4) of the I&B Code.

58.

Indubitably, the inquiry in such an appeal would be limited to the power exercisable by the resolution professional under Section 30(2) of the I&B Code or, at best, by the adjudicating authority (NCLT) under Section 31(2) read with Section 31(1) of the I&B Code. No other inquiry would be permissible. Further, the jurisdiction bestowed upon the appellate authority (NCLAT) is also expressly circumscribed. It can examine the challenge only in relation to the grounds specified in Section 61(3) of the I&B Code, which is limited to matters ,other than' enquiry into the autonomy or commercial wisdom of the dissenting financial creditors. Thus, the prescribed authorities (NCLT/NCLAT) have been endowed with limited jurisdiction as specified in the I&B Code and not to act as a court of equity or exercise plenary powers.

42.

Thus, it is clear that the limited judicial review available, which can in no circumstance trespass upon a business decision of the majority of the Committee of Creditors, has to be within the four corners of section 30(2) of the Code, insofar as the Adjudicating Authority is concerned, and section 32 read with section 61(3) of the Code, insofar as the Appellate Tribunal is concerned, the parameters of such review having been clearly laid down in K. Sashidhar (supra).

73.

There is no doubt whatsoever that the ultimate discretion of what to pay and how much to pay each class or sub-class of creditors is with the Committee of Creditors, but, the decision of such Committee must reflect the fact that it has taken into account maximizing the value of the assets of the corporate debtor and the fact that it has adequately balanced the interests of all stakeholders including operational creditors. This being the case, judicial review of the Adjudicating Authority that the resolution plan as approved by the Committee of Creditors has met the requirements referred to in Section 30(2) would include judicial review that is mentioned in Section 30(2)(e), as the provisions of the Code are also provisions of law for the time being in force. Thus, while the Adjudicating Authority cannot interfere on merits with the commercial decision taken by the Committee of Creditors, the limited judicial review available is to see that the Committee of Creditors has taken into account the fact that the corporate debtor needs to keep going as a going concern during the insolvency resolution process; that it needs to maximise the value of its assets; and that the interests of all stakeholders including operational creditors has been taken care of. If the Adjudicating Authority finds, on a given set of facts, that the aforesaid parameters have not been kept in view, it may send a resolution plan back to the Committee of Creditors to re-submit such plan after satisfying the aforesaid parameters. The reasons given by the Committee of Creditors while approving a resolution plan may thus be looked at by the Adjudicating Authority only from this point of view, and once it is satisfied that the Committee of Creditors has paid attention to these key features, it must then pass the resolution plan, other things being equal.

10.

As regards the process of consideration and approval of resolution plan, it is now beyond a shadow of doubt that the matter is essentially that of the commercial wisdom of Committee of Creditors and the scope of judicial review remains limited within the four-corners of Section 30(2) of the Code for the Adjudicating Authority; and Section 30(2) read with Section 61(3) for the Appellate Authority.

11.

It needs hardly any elaboration that financial proposal in the resolution plan forms the core of the business decision of Committee of Creditors. Once it is found that all the mandatory requirements have been duly complied with and taken care of, the process of judicial review cannot be stretched to carry out quantitative analysis qua a particular creditor or any stakeholder, who may carry his own dissatisfaction. In other words, in the scheme of IBC, every dissatisfaction does not partake the character of a legal grievance and cannot be taken up as a ground of appeal.

12.

The provisions of amended sub-section (4) of Section 30 of the Code, on which excessive reliance is placed on behalf of the appellant, in our view, do not make out any case for interference with the resolution plan at the instance of the appellant. The purport and effect of the amendment to sub-section (4) of Section 30 of the Code, by way of subclause (b) of Section 6 of the Amending Act of 2019, was also explained by this Court in Essar Steel(supra), as duly taken note of by the Appellate Authority (vide the extraction hereinbefore).The NCLAT was, therefore, right in observing that such amendment to sub-section (4) of Section 30 only amplified the considerations for the Committee of Creditors while exercising its commercial wisdom so as to take an informed decision in regard to the viability and feasibility of resolution plan, with fairness of distribution amongst similarly situated creditors; and the business decision taken in exercise of the commercial wisdom of CoC does not call for interference unless creditors belonging to a class being similarly situated are denied fair and equitable treatment.

21.

This Court has consistently held that the commercial wisdom of the CoC has been given paramount status without any judicial intervention for ensuring completion of the stated processes within the timelines prescribed by the IBC. It has been held that there is an intrinsic assumption, that financial creditors are fully informed about the viability of the corporate debtor and feasibility of the proposed resolution plan. They act on the basis of thorough examination of the proposed resolution plan and assessment made by their team of experts

"on the date of approval of the Resolution Plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in, respect to a claim, which is not part of the resolution plan." "95. (i) Once a resolution plan is duly approved by the adjudicating authority under sub-section (1) of Section 31, the claims as provided in the resolution plan shall stand frozen and will be binding on the corporate debtor and its employees, members, creditors, including the Central Government, any State Government or any local authority, guarantors and other stakeholders. On the date of approval of resolution plan by the adjudicating authority, all such claims, which are not a part of the resolution plan shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan; (ii) 2019 Amendment to Section 31 of the I&B Code is clarificatory and declaratory in nature and therefore will be effective from the date on which the Code has come into effect;

(iii)

consequently, all the dues including the statutory dues owed to the Central Government, any State Government or any local authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the adjudicating authority grants its approval under Section 31 could be continued."