CA Nirav Anupam Tarkas vs Mr. Ajay Pratapray Shanghavi & Ors.

(a)

on account of non-submission of revised Resolution Plans by some of the prospective Resolution Applicants vis-à-vis on account of pendency of the applications filed by them, the CoC is not in a position to decide and vote on the resolution plans submitted by the prospective Resolution Applicants;

(b)

calling for fresh resolution plans would take care of pending applications filed by the prospective Resolution Applicants;

(c)

since the CIRP is at the stage of closure, it would not be suitable to send the Corporate Debtor to liquidation, which in any case should be the last resort. The CoC in its commercial wisdom is of the view that the present case of the Corporate Debtor is not fit for liquidation at this stage and can be resolved if necessary and expeditious actions are taken to eliminate the roadblocks (i.e., the pending applications and disputes by the prospective Resolution Applicants);

(d)

in any case, two weeks is too short a time for CoC to approve/ reject the resolution plan more particularly when Omkara Assets Reconstruction Private Limited (which is holding 66.28% voting share) has recently joined CoC;

(e)

furthermore, there are bright chances of revival of the Corporate Debtor in as much as few other resolution applicants might show their interest and there would be further maximization of the value of assets of the Corporate Debtor.

Annexure "A" ANNEXURE - P

RESOLUTION PLAN - CONFIDENTIAL

Resolution Plan for resolution of Steelco Gujarat Limited

Submitted by

Next Orbit Growth Fund III (Resolution Applicant)

Submitted to

Mr. Nirav Anupam Tarkas Reg. No. 18B11PA-002/T-N00776/2013-2019/12375 (Resolution Professional) 269, B.N. Chambers, Opposite Welcom Hotel, R.C. Dutt Road, Vadodara, Gujarat - 390007 Email: [email protected]

July 30, 2022

TABLE OF CONTENTS

DISCLAIMER ... 4

"RESOLUTION PLAN" ... 5

STATEMENT OF COMPLIANCE ... 5

ELIGIBILITY AND STATEMENT OF INTENT ... 6

INFORMATION CONDITIONS ... 6

PART A: BUSINESS PLAN ... 8

1.

Overview/Profile of the Resolution Applicant ... 8

2.

Management Team ... 9

3.

Business Plan and Financial Projections ... 10

Estimated reasons for the present position of the Company and proposed turnaround plan ... 10

(a)

Operation and Maintenance Contractor/Job Works ... 10

(b)

Working Capital ... 11

(c)

Management ... 11

(d)

Equity Infusion ... 11

(e)

Capital Reduction ... 11

4.

Supervision and Implementation of the Resolution Plan ... 12

5.

Approvals ... 13

PART B: FINANCIAL PROPOSAL ... 14

1.

MANDATORY CONTENTS OF THE RESOLUTION PLAN ... 14

1.1

Distribution of Liquidation Value ... 15

1.2

Treatment of Claims ... 15

1.2.1.

CIRP Cost ... 16

1.2.2.

Treatment of Secured Financial Creditors ... 16

1.2.3.

Payment to Dissenting Financial Creditors ... 19

1.2.4.

Payment to Operational Creditors (excluding Workmen/Employees) ... 19

1.2.5.

Payment towards Workmen/Employees ... 22

1.2.6.

Proposal for Other Stakeholders (Including Other Creditors) ... 22

1.2.7.

Payment Towards Statutory Dues ... 23

1.2.8.

Proposal for Existing Shareholders ... 24

1.2.9.

Miscellaneous Claim ... 25

1.2.10.

Benefits to Related Parties ... 25

1.2.11.

Payments to Creditors submitting Claims after Approval of the Resolution Plan ... 25

1.3

Statement in relation to dealing with all Stakeholders ... 25

1.4

SOURCE OF FUNDS ... 25

1.5

Avoidance Applications and Other Proceedings ... 26

1.6

Mandatory Disclosure ... 26

2.

SUPERVISION AND IMPLEMENTATION OF THE RESOLUTION PLAN ... 27

3.

STEPS TO BE TAKEN DURING PENDENCY OF RESOLUTION PLAN BEFORE NCLT ... 28

4.

ANY OTHER CONDITIONS FOR IMPLEMENTATION OF RESOLUTION PLAN ... 29

4.1.

Right to Receivables ... 29

4.2.

Carry Forward Losses ... 29

4.3.

Term of the Resolution Plan and Implementation Schedule ... 30

4.4.

Filing of Approved Plan with Relevant Authorities and Forums 29 4.5. Severability and Compliance with Law 29 4.6. Amendment to the Resolution Plan 30 4.7.Strategic Joint Ventures 30 4.8. Means for supervising Implementation of the Resolution Plan 30 4.9. Declaration 30 4.10. Invocation of EMD Bank Guarantee 30 4.11. Performance Guarantee 30 4.12. Unavailability of key data 31 4.13. Validity of Resolution Plan 31 4.14. No recourse to COC or Resolution Professional 31 4.15. Rights of the COC 31

5.

FEASIBILITY AND VIABILITY OF THE RESOLUTION PLAN 31

6.

UNDERTAKING REGARDING THE VERACITY OF THE INFORMATION PROVIDED IN THE RESOLUTION PLAN 32

7.

KEY RELIEF AND CONCESSIONS 32

8.

TERMS AND CONDITIONS OF PARTICIPATION 34

SCHEDULE 1 35

DEFINITIONS, ABBREVIATIONS AND INTERPRETATION 35

SCHEDULE 2 39

IMPLEMENTATION SCHEDULE 39

I. NCLT APPROVAL DATE ACTIONS 39

II. POSSESSION OF UNITS AND ASSETS 39

III. DELISTING 39

IV. CONTRACTS MADE PRIOR TO NCLT APPROVAL DATE 40

V. NEGOTIABLE INSTRUMENTS 40

VI. INFUSION OF FUNDS TOWARDS RESOLUTION AMOUNT 40

VII. CAPITAL REDUCTION 41

VIII. CAPITAL ISSUANCE 41

IX. EFFECTIVE DATE ACTIONS 42

X. PRAYERS IN THE APPLICATION FOR APPROVAL OF RESOLUTION PLAN 43

XI. TIMELINE FOR IMPLEMENTATION OF THE RESOLUTION PLAN 43

XII. ASSIGNMENT/NOVATION OF LOANS 44

ANNEXURE 1 45

ANNEXURE 2 48

DISCLAIMER

The responsibility of Next Orbit Growth Fund III ("Resolution Applicant") to invest in relation to Steelco Gujarat Limited ("Corporate Debtor" or "Company") or implement the Resolution Plan proposed by it hereinafter shall only arise on the Effective Date. Till such time the Resolution Plan is made effective, no past, present or future action, course of conduct or failure to act in relation to the proposed investment will give rise to or serve as the basis for any obligation or other liability on the part of the Resolution Applicant.

This Resolution Plan has been prepared and submitted by the Resolution Applicant on the basis of the information shared by the Resolution Professional of the Company in the Request for Resolution Plan or otherwise as made available to the Resolution Applicant. The proposed Resolution Plan is subject to any additional information provided to the Resolution Applicant thereafter, which may have a bearing on the Resolution Plan and the Resolution Applicant reserves the right to modify and renegotiate the Resolution Plan with the Committee of Creditors in the event it discovers or is provided with any material information pertaining to the Company post such date. Notwithstanding anything contained hereunder the Resolution Plan proposed hereinafter is unconditional and will be binding on the Resolution Applicant upon is approval in terms of the provisions of the Code.

Date: July 12, 2022

To:

Mr. Nirav Anupam Tarkas

Regn No. IBBI/IPA-002/IP-N00776/2018-2019/12375

Resolution Professional of Steelco Gujarat Limited

209, B.N. Chambers, Opposite Welcom Hotel,

R.C. Dutt Road, Vadodara, Gujarat – 390007

Email: [email protected]

"RESOLUTION PLAN"

Submitted by:

Next Orbit Growth Fund III

(An Alternative Investment Fund of Category III registered with Securities and Exchange Board of India under Regulation 6 of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012)

Registered Number:

IN/AIF3/19-20/0680

Registration Date:

April 6, 2019

Registered Address:

707, Omkar - The Summit Business Bay,

Off Andheri Kurla Road

Opp. WEH Metro Station, Andheri East,

Mumbai – 400069

Correspondence Address:

707- Omkar, the Summit Business Bay,

Off Andheri – Kurla Road

Opp. WEH Metro Station, Andheri East,

Mumbai – 400069

Tel: +91 22 49242767/+91 22 49242830

Email: [email protected]; [email protected]

STATEMENT OF COMPLIANCE

This Resolution Plan is being submitted by the Resolution Applicant – Next Orbit Growth Fund III is an Alternative Investment Fund registered under the provisions of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012), having its registered office at 707, Omkar – The Summit Business Bay, Off Andheri – Kurla Road, Opp. WEH Metro Station, Andheri East, Mumbai – 400069, acting through its Trustee, NOV Trusteeship Services Private Limited, a company registered with the Registrar of Companies, Bangalore under Companies Act, 2013 and having its registered office at No. 6A 12, Cedar Tata Sherwood, Vibhuthipura Village, Basava Naga, Marath Halli, Bengaluru – 560037, which has further, vide Indenture of Trust dated June 25, 2018 under Clause 5.1.1 thereof, granted all its powers exclusively to its Investment Manager Next Orbit LLP, a limited liability partnership incorporated under the provisions of the Limited Liability Partnership Act, 2008, with its registered office at 707, Omkar – The Summit Business Bay, Off Andheri – Kurla Road, Opp. WEH Metro Station, Andheri East, Mumbai – 400069.

This Resolution Plan is being submitted by the Resolution Applicant pursuant to the 'Request for Resolution Plan for selection of a Resolution Plan for Steelco Gujarat Limited' dated June 26, 2022 ("RFRP") issued by Mr. Nirav Anupam Tarkas, Resolution Professional of the Corporate Debtor in terms of the provisions of the Code, together with the order dated June 21, 2022 of the Hon'ble National Company Law Tribunal (Ahmedabad Bench Court II) in IA No. 467/2022 extending the CIRP Period of the Corporate Debtor by 60 (sixty) days with effect from May 24, 2022, and in reliance of the Information Memorandum, other information/documents provided to the Resolution Applicant by the Resolution Professional, COC and on basis of due diligence and assessment of the Corporate Debtor by the Resolution Applicant. This Resolution Plan complies with the provisions of Sections 30 and 31 of the Code read with Regulation 36A, 37, 38, 39 and other relevant regulations of the CIRP Regulations.

The Resolution Applicant acknowledges and confirms that all the compliances under the RFRP have been made and all the relevant disclosures, undertakings, confirmation and information as required under the RFRP have been provided along with this Resolution Plan. The Resolution Plan has dealt with the interests of all the stakeholders in the Company, including the Financial Creditors (whether secured or unsecured, assenting or dissenting), Operational Creditors and all other stakeholders of the Company.

All capitalized terms used in this Resolution Plan shall have the meaning given to them in Schedule 1 (Definitions, Abbreviations and Interpretation) hereof or as otherwise defined in this Proposal and if not so defined shall have the meaning ascribed to the term in the Code. For the purposes of this Resolution Plan the "Resolution Applicant" shall mean and refer to Next Orbit Growth Fund III and/or the Implementing SPV, as the context may require.

ELIGIBILITY AND STATEMENT OF INTENT

The Resolution Applicant declares and clarifies that it is eligible under Section 29A of the Code to submit a Resolution Plan with respect to the Company and further clarifies and confirms that it has fulfilled the criteria laid down in the RFRP. The Resolution Applicant hereby unconditionally states, submits and confirms that the Resolution Applicant is not disqualified from submitting a Resolution Plan in respect of the Corporate Debtor, pursuant to the provisions of the Code.

INFORMATION CONDITIONS

1.

The Resolution Applicant is a private equity growth expansion fund managed by Next Orbit Ventures. The fund is based in Mumbai. Founded in 2012, Next Orbit Ventures has pioneered as partnership based approach to private equity investing and over time has expanded and built one of the strongest alternative asset platforms. Any information set out in this Resolution Plan with respect to the Next Orbit Ventures may constitute confidential and (price) sensitive information and thus, are required to be kept confidential in accordance with the Applicable Laws.

2.

The Resolution Plan is a confidential document and contains confidential information about the Resolution Applicant. The COC and the Resolution Professional shall maintain the confidentiality of all information and material provided by us in this Resolution Plan or in relation thereto, and the same shall not be disclosed in whole or in part to any person without our prior written consent, provided that it may be disclosed to the COC and their respective employees, consultants or professional advisers on a strictly need to know basis, subject to equivalent obligations of confidentiality.

3.

We will not be held liable for any actions, inquiries, proceedings initiated or threatened against the COC, the Resolution Professional or any of their respective advisors in relation to any matter in connection with the CIRP that has been commenced against the Corporate Debtor, save for liability arising out of any breach by us of any covenant or term contained in the Resolution Plan.

4.

The Resolution Plan may constitute confidential information and the recipient of this Resolution Plan agree(s) to maintain the information confidential and not to disclose to any party unless consented by the Resolution Applicant or required under the Applicable Laws.

5.

The Resolution Plan is a complete plan and may be accepted as a whole. Any part acceptance, negotiation or modification of the Resolution Plan will be valid only if accepted by the Resolution Applicant in writing.

6.

The approval of the Resolution Plan by the COC and the Adjudicating Authority will create a binding obligation on the Resolution Applicant and on all the stakeholders of the Company, including all creditors (whether admitted or not, and any assignees or successors of such creditors) of the Company, in accordance with the provisions of the Code and the terms of the Resolution Plan.

PART A: BUSINESS PLAN

1. Overview/Profile of the Resolution Applicant

Next Orbit Growth Fund III/Resolution Applicant is a private equity growth expansion fund managed by Next Orbit Ventures. The fund is based in Mumbai, India and invests in the United States, Canada, Europe, Americas, Asia, Africa, Middle East and Oceania. The fund targets investments in the material, resource, information technology, healthcare, business product and service sectors. Next Orbit Ventures is a multi-asset fund manager investing in the debt and equity of growing companies to create long term sustainable value for them and to generate superior returns for our investors. Next Orbit Ventures is growing leading private multi-asset alternative investment firms with approximately USD 3 billion fund under management that will create lasting impact for Next Orbit's investors, teams, businesses and the communities in which we live. Founded in 2012, Next Orbit has pioneered a partnership-based approach to private equity investing, partnering closely with management teams to offer the insights that challenge conventional thinking, build great businesses and improve operations. Over time, Next Orbit has organically expanded this approach across asset classes to build one of the strongest alternative asset platforms.

Today, Next Orbit teams strive to create value through venture capital, private equity, public equity, debt investment across multiple sectors, industries, and geographies. With this horizon and reach in multiple sector across the globe the Resolution Applicant a fund of Next Orbit Ventures believes that it has potential to provide the requisite base and financial support that will result in uptide of the Corporate Debtor. A brief snapshot of the selected successful investment that Next Orbit Ventures has procured is as under:

(a)

Next Orbit Ventures Fund:

Name	Registration	Corpus of the Fund	Commitment of Fund	Funds Invested/Committed	Assets Under Management (AUM) Value
Next Orbit Ventures Fund	Reg. No. IN/VCF/11-12/0232	INR 700 crore	INR 698 crore	INR 698 crore	INR 2800 crore

(b)

Next Orbit Ventures Fund II:

Name	Registration	Corpus of the Fund	Commitment of Fund	Funds Invested/Committed	Assets Under Management (AUM) Value
Next Orbit Ventures Fund II	Reg. No. IN/AIF1/16-17/0234	USD 2 billion	USD 1 billion	USD 900 million	-

(c)

Next Orbit Growth Fund III:

2. Management Team

3. Business Plan and Financial Projections

Estimated reasons for the present position of the Company and proposed turnaround plan

Proposal for execution of the Sale Arrangements

Operation and Maintenance Contractor/Job Works

(b) Working Capital

(c) Management

(d) Equity Infusion

(e) Capital Reduction

Action plan to bid for future sale arrangements and raw material sourcing arrangements

4. Supervision and Implementation of the Resolution Plan

5. Approvals

PART B: FINANCIAL PROPOSAL

1. MANDATORY CONTENTS OF THE RESOLUTION PLAN

1.1 Distribution of Liquidation Value

1.2 Treatment of Claims

1.2.1. CIRP Cost

1.2.2. Treatment of Secured Financial Creditors

An upfront payment of INR 80,05,00,000 (India Rupees Eighty Crore Five Lacs only) towards the Approving Financial Creditors who have directly advanced to the Corporate Debtor will be made in form of consideration for assignment towards the assignment of the Approving Financial Creditor Debt "Loan Assignment Consideration", within 27 (twenty seven) days from the Effective Date.

(d)

On or prior to the scheduled date of payment of amounts towards the Total Resolution Amount, Resolution Applicant shall, either directly or through the Implementing SPV or through debt from any lender directly disbursed to the Company, infuse in the Company an amount equivalent to the Total Resolution Amount, which shall be subsequently used by the Company for payments towards, and linear discharge of, the CIRP Costs (if any left unpaid from internal accruals), Operational Creditors, Dissenting Financial Creditors, Approving Financial Creditors and other stakeholders of the Company.

(e)

Upon payment of the Loan Assignment Consideration to the Approving Financial Creditors, the Approving Financial Creditors Debt along with all encumbrances, security, mortgages and guarantees shall stand assigned/novated in favour of the Resolution Applicant and/or its nominee and/or the Implementing SPV. Upon such assignment, the Resolution Applicant will be entitled to exercise all rights as a creditor, in respect of the debt, including the right to enforce any security, guarantee or mortgage granted in respect of such debt. Transfer of such Loan Assignment Consideration shall amount to complete discharge of the Approving Financial Creditors Debt. Notwithstanding anything contained herein, Resolution Applicant may (at its discretion) require (as a result of payment towards the secured Financial Creditors) extinguishment of financial debts of the Company instead of the proposed assignment of debt in favour of the Resolution Applicant.

(f)

Upon NCLT Approval Date, all encumbrances, Assets, security, mortgages and guarantees furnished by the Company shall become available free from all encumbrances and charges. It is clarified that upon approval of resolution plan by Adjudicating Authority, the Company and/or Resolution Applicant shall be entitled to create charge/encumbrance on the Assets of the Company in favour of any lender/bank extending finance for fund capital expenditure or acquisition of the Company. Provided that Resolution Applicant may (at its discretion) require (as a result of payment towards the Financial Creditors) any other treatment with respect to the Financial Debt of the Corporate Debtor. Provided, however, that should it be required by Resolution Applicant/Company, during the interregnum period or thereafter till discharge/release of such Assets, encumbrances, security and mortgages, the Financial Creditors shall transfer or make available (either through escrow mechanism or directly) the said Assets, encumbrances, security and mortgages for such lender/bank extending finance for fund capital expenditure or acquisition of the Company.

(g)

Other than as specified hereinabove, any and all other dues including claims or demands made by or liabilities or obligations owed or payable to (including any demand for any losses or damages, principal, interest, compound interest, penal interest, liquidated damages, notional or crystallised mark to market losses on derivatives and other charges already accrued/accruing or in connection with any third party claims) any Financial Creditors of the Company or any other person in favour of whom the Company has granted any guarantee or security or in connection with any debt of the Company (including those arising out of any counter guarantees, other corporate guarantees or indemnities issued by the Company, and any transactions in derivatives), whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Claims, in relation to any period prior to the NCLT Approval Date or arising on account of the measures contemplated under the Resolution Plan, shall be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving the Resolution Plan, and the Company and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

(h)

Any and all claims, rights and entitlements of any Financial Creditors of the Company, including any contracts entered into by the Company with such creditors, not addressed hereunder, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period to the NCLT Approval Date or arising on account of the measures contemplate under the Resolution Plan shall be deemed to be permanently extinguished, and all the contracts entered into by the Company with such creditors will be deemed to be terminated without any liabilities, claims or obligations whatsoever arising out of or in relation to such contracts, by virtue of the order of the Adjudicating Authority approving the Resolution Plan, the Company and the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto.

(i)

Save and except to the security assigned to the Resolution Applicant as provided above and subject to Clause 4.15 of this Part, any security, guarantee, indemnity, pledge, charge, encumbrance, or any other form of collateral (whether over immovable, movable assets, fixed deposits, margin money, cash collateral or any other rights (including subrogation rights arising out of invocation of guarantees) or privileges and including without limitation, any guarantee, indemnity, security, letter of credit or pledge provided by the promoters of the Company) that was created/granted/arranged in connection with any Financial Debt or Operational Debt or any other debt or obligation of the Company (including in relation to its subsidiaries, joint ventures or associates) or to any other Person in favour of whom the Company has granted any guarantee or security, at any time prior to NCLT Approval Date (whether in favour of or for the benefit of a person appearing in the List of Claims or not) shall automatically stand discharged and be available free from all encumbrance/charge. Post approval of the Resolution Plan by Adjudicating Authority, no person shall be able to assert any claim qua the Company or its Assets basis or on account of subrogation. All title deeds and other documents held by the Financial Creditors and such stakeholders that have security or on their behalf relating to any security, guarantee, indemnity, pledge, charge, encumbrance, or any other form of collateral (whether over immovable, movable assets, fixed deposits, margin money, cash collateral or any other rights (including subrogation rights arising out of invocation of guarantees) shall be immediately be cancelled and handed over to the Resolution Applicant or to any other persons in accordance with the instructions of Resolution Applicant.

(j)

If any person has issued any guarantee, indemnity, letters of comfort, letters of support, credit comforts, sponsor supports or undertaken similar obligations in respect of any debt or other obligation of Company, the right of such person relating to subrogation and/ or to claim any amounts in respect of such obligations against the Company, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the NCLT Approval Date or arising on account of the measures contemplated under the Resolution Plan shall be deemed to be permanently extinguished, and all the contracts entered into by the Company with such creditors will be deemed to be terminated without any liabilities, claims or obligations whatsoever arising out of or in relation to such contracts, by virtue of the order of the Adjudicating Authority approving the Resolution Plan, the Company and the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto.

(k)

If any person has furnished any mortgage or security on movable or immovable assets or undertaken similar obligations in respect of any debt or other obligation of Company, the right of such person relating to subrogation and/ or to claim any amounts in respect of such obligations against the Company, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the NCLT Approval Date or arising on account of the measures contemplated under the Resolution Plan shall be deemed to be permanently extinguished, and all the contracts entered into by the Company with such creditors will be deemed to be terminated without any liabilities, claims or obligations whatsoever arising out of or in relation to such contracts, by virtue of the order of the Adjudicating Authority approving the Resolution Plan, the Company and Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. Post approval of the Resolution Plan by Adjudicating Authority, no person shall be able to assert any claim qua the Company or its Assets basis or on account of subrogation.

(l)

Any invocation or appropriation or other enforcement action already undertaken in respect of any security, guarantee, pledge, charge, encumbrance or collateral granted or created by the Company or in respect of any Assets of the Company in connection with any Financial Debt or Operational Debt or any other debt or obligation of the Company, at any time prior to the NCLT Approval Date, shall abate and stand automatically revoked and cancelled and deemed null and void and all liabilities and obligations in relation to such security, guarantee, pledge, charge, encumbrance or collateral granted or created by the Company shall be deemed to have been permanently extinguished on the approval of the Resolution Plan by the Adjudicating Authority.

(m)

If any person has any call option, put option or any right of pre-emption against the Company including right of first refusal, right of first offer, all such options and rights shall, in accordance with Regulation 37 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, be deemed to be permanently extinguished, and all such rights against the Company will be deemed to be terminated without any liabilities, claims or obligations whatsoever arising out of or in relation to such contracts, by virtue of the order of the Adjudicating Authority approving the Resolution Plan, the Company and the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto.

(n)

In consideration of the transactions contemplated under the Resolution Plan, each financial creditor agrees and undertakes to issue a no-objection letter which shall be effective on payment as per terms above.

1.2.3. Payment to Dissenting Financial Creditors

Following the payment of the CIRP Costs (in accordance with the Resolution Plan) and the Liquidation Value owing to Operational Creditors (which is nil), the Dissenting Financial Creditors will be paid the Liquidation Value owing to them, within 27 (twenty seven) days from the Effective Date. Post payment of such Liquidation Value to the Dissenting Financial Creditors the debts of such Dissenting Financial Creditor shall stand assigned in favour of the Resolution Applicant or as may be applicable (in case assignment is not opted by the Resolution Applicant) extinguished completely. The Liquidation Value payable to the dissenting Secured Financial Creditors will be paid before payment to any other Approving Financial Creditor.

1.2.4. Payment to Operational Creditors (excluding Workmen/Employees)

(a)

Total claims filed by Operational Creditors (excluding workmen and employees) aggregated to INR 168,92,98,163 out of which claims aggregating to INR 6,13,83,713 have been verified and admitted for the purposes of CIRP by the Resolution Professional ("Admitted Operational Creditor Debt").

(b)

The Liquidation Value is insufficient for payment to the Operational Creditors of the Company as the Liquidation Value is insufficient to satisfy the claims of even the Secured Financial Creditors in full. Therefore, no payments are required to be made to Operational Creditors under the Resolution Plan within 30 days of the NCLT Approval Date. However, the Resolution Applicant proposes that INR 10,00,000 (Indian Rupees Ten Lacs only) ("Upfront Operational Creditor Payment") shall be paid to the Operational Creditor whose claims have been verified and admitted by the Resolution Professional and form part of the Admitted Operational Creditor Debt (pro rata its share in the Admitted Operational Creditor Debt) within a period of 24 (twenty four) business days from the Effective Date but prior to the payment to any Financial Creditors. Other than the Upfront Operational Creditor Payment, nil payment has been proposed under the Resolution Plan towards claims of Operational Creditors whether filed or not, whether admitted or not, whether asserted or not and whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors and no source has been identified for such payment under the Resolution Plan.

(c)

Any and all other claims or demands, or liabilities or obligations owed or payable to (including but not limited to any Operational Debt, any demand for any losses or damages, indemnification, principal, interest, compound interest, penal interest, liquidated damages, and other charges already accrued/ accruing or in connection with any third party claims) any actual or potential creditor, vendor, contracting counterparty, government authority, claimant or any other person whatsoever (including, for the avoidance of doubt, but not limited to the Operational Creditors of the Company and its promoters, directors and other related parties), whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, in relation to any period prior to the NCLT Approval Date or pursuant to the Resolution Plan or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to the Resolution Plan, or on account of the measures contemplated under the Resolution Plan will be written off in full and shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving the Resolution Plan and the Company, the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

(d)

Any and all rights and entitlements of any actual or potential person, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the NCLT Approval Date or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to the Resolution Plan or on account of the measures contemplated under the Resolution Plan, shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving the Resolution Plan, and the Company and the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto.

(e)

Save and except the Operational Contracts, the consents and approvals obtained from Governmental Authorities for conduct of the business of the Company ("Clearances") and the contracts as deemed necessary and specified by the Resolution Applicant, all the Contracts and all other contracts entered into by the Company with any counterparty shall be deemed to be terminated, and all liabilities, damages or claims arising therefrom, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the NCLT Approval Date, or on account of the measures contemplated under the Resolution Plan including termination of these contracts shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving the Resolution Plan, and the Company and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

(f)

Until the NCLT Approval Date, Resolution Professional, and from the NCLT Approval Date till the Effective Date, the Monitoring Committee is are required to take all such steps as may be necessary to prevent the modification or termination of the Operational Contracts and to renew or extend or roll over the term of such Operational Contracts to maintain the Company as a going concern. The Resolution Applicant proposes to cause the Company to bear all costs, charges and expenses in relation to such continuation, extension or roll over of the Operational Contracts. The Resolution Applicant retains the right to terminate the Operational Contracts if any additional - terms in relation to such contracts are disclosed or discovered, which on examination by the Resolution Applicant are determined to be onerous and which may affect the 'going concern'. All expired contracts that form part of the Operational Contracts shall be renewed and on terms acceptable to the Resolution Applicant.

(g)

All liabilities, damages or claims arising therefrom, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, or on account of the measures contemplated under this Resolution Plan shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan, and the Company and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

(h)

In case of any right to payment, legal, equitable, secured or unsecured claim, or any right to remedy for breach of contract under any Applicable Law arising out of termination of any contract, which claim or right is reduced to judgment notwithstanding express provisions to the contrary in this Resolution Plan, the same shall be settled by the Corporate Debtor in accordance with the corresponding Liquidation Value for the respective category of such creditor under this Resolution Plan on or before the Effective Date. Further, any claim arising from any contractual arrangements, whether set out herein or not, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the Information Memorandum, the balance sheets of the Corporate Debtor or the profit and loss account statements of the Corporate Debtor, in relation to any period prior to the Insolvency Commencement Date or arising on account of this Resolution Plan, will be written off in full and shall be, and be deemed to be, permanently extinguished, as the case may be, by virtue of the order of the NCLT approving this Resolution Plan. The Corporate Debtor or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

(i)

The Resolution Professional is required to run the Company as a going concern and it is assumed that there are no contracts which have been entered into by the Company other than the Company Contracts which are essential for the Company to be run on a 'going concern' basis. The Resolution Professional shall disclose to the Resolution Applicant any contract of value entered into by the Company, between the date or submission of the Resolution Plan and the NCLT Approval Date.

(j)

With regard to the insurance policies availed by the Company which are existing as on the date of submission of this Resolution Plan (the "Existing Insurance Policies"), the Resolution Professional shall (as part of his duty to manage the Company on a 'going concern' basis) during the CIRP period and the Monitoring Committee shall, from the NCLT Approval Date till the Effective Date, take all steps as may be required to ensure that the Existing Insurance Policies do not lapse (and where the term of such policies would result in them expiring prior to the Effective Date, ensure that such policies are renewed) including payment of the necessary premium and other related compliances, which amounts may be paid from the cash flows of the Company. On and from the Effective Date, the insurance companies and the creditors shall substitute the loss payee(s) of the Existing Insurance Policies with such names as the Resolution Applicant may direct..

1.2.5. Payment towards Workmen/Employees

(a)

An amount of INR 4,30,00,000 (India Rupees Four Crore Thirty Lacs only) has been parked for payment within 24 (twenty four) days from Effective Date towards full payment of the Workmen/Employees prior to payment towards any Financial Creditors or Operational Creditor of the company. Notwithstanding anything, dues towards workmen and employees who are employed by the Corporate Debtor shall be paid in full and after statutory deductions as required under law. The amount as required to be paid will be disbursed within 24 (twenty four) days from the Effective Date and in accordance with the provisions of the Code.

(b)

Any and all claims or demands made by, or liabilities or obligations owed or payable to, (including any demand for any losses or damages, or interest, back wages, compensation, penal interest, liquidated damages already accrued/ accruing or in connection with any claims) any present or past, direct or indirect, permanent or temporary employee and/or workman of the Company, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, in relation to any period to the NCLT Approval Date or arising on account of the acquisition of control of the Company pursuant to the Resolution Plan or on account of the measures contemplate under the Resolution Plan, other than the unpaid gratuity dues mentioned in the Information Memorandum, will be written off in full and shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving the Resolution Plan, and the Company and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

(c)

Upon approval of the Resolution Plan by Adjudicating Authority and implementation of the Resolution Plan in accordance with the provisions of the Resolution Plan, the employee and workmen policies of the Resolution Applicant shall be applicable to the employees and workmen of the Company and to the extent there is any inconsistency between the employee and workmen policies of the Resolution Applicant and the Company, the terms of the employee and workmen policies of the Resolution Applicant shall be applicable. Such change in the terms and conditions of the employee and workmen policies shall not be considered as terms less than favorable to the and no retrenchment compensation shall be payable under the Industrial Disputes Act, 1947 or any other law or contract.

(d)

Upon the approval of the Resolution Plan by NCLT, the erstwhile Agreement entered between the employees and the Corporate Debtor shall be terminated. The employees will enter into fresh agreement with the Corporate Debtor and will be accordingly governed by the policies of the Resolution Applicant.

(e)

It is assumed that there is no additional liability has accrued towards payment of dues to the workmen from the Insolvency Commencement Date until the NCLT Approval Date and all such liabilities that have arisen during this period have been settled by the Resolution Professional in managing the affairs of the Company on a going concern basis. If any amounts have not been paid to the workmen during the Insolvency Resolution Period, such amounts shall be paid by the Resolution Applicant and the payment proposed in the Resolution Plan to the other creditors shall be adjusted.

1.2.6. Proposal for Other Stakeholders (Including Other Creditors)

(a)

In relation to any other person (including creditors and/or stakeholders (who is entitled to receive any amounts under Section 53 of the IBC)) whose claims have not been covered hereinabove or who makes any claims in the future, there will be no funds available for payment to them as the Liquidation Value is insufficient. Therefore, nil payment has been proposed under the Resolution Plan towards payment to such creditors and/or stakeholders and no source has been identified for such payment under this Proposal.

(b)

Any and all claims or demands in connection with or against the Company and all liabilities or obligations of the Company (including any demand for any losses or damages or in connection with any third party claims or any investigations by any governmental bodies or authorities) both present and future by or to any other stakeholder (who is entitled to receive any amounts under Section 53 of the IBC) including those under Section 53(1)(b) of the IBC or any other actual or potential creditor, any counter-party, any subsidiary, joint venture or associate company of the Company or a shareholder of the Company or the holder of any other securities of the Company prior to the NCLT Approval Date) whether under law, equity or contract, whether admitted or not, due or contingent, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, and all inquiries, investigations or proceedings in relation to the foregoing, whether civil or criminal, in relation to any period prior to the NCLT Approval Date or arising on account of the acquisition of control by Resolution Applicant over the Company pursuant to this Proposal or on account of the measures contemplated under this Proposal, will be extinguished and cease to exists and wherever applicable written off in full and shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving the Resolution Plan and all the investigations, inquiries or show-cause, whether civil or criminal in relation to the foregoing shall be disposed of, and the Company and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

(c)

All liabilities, claims, obligations or rights in relation to any letters of credit, letters of undertaking, guarantees, counter guarantees, corporate guarantees, bank guarantees, performance guarantees or other contingent or future claims, liabilities and/or commitments of any nature whatsoever, including without limitation, issued by, or on behalf of, or at the behest of, the Company, or incurred or undertaken by the Company (as the case may be), in relation to any period prior to the NCLT Approval Date or arising on account of the acquisition of control by Resolution Applicant over the Company pursuant to the Resolution Plan, whether asserted or unasserted, whether admitted or not, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or List of Creditors, will be written off in full and shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished, by virtue of the order of the Adjudicating Authority approving the Resolution Plan, and the Company and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

1.2.7. Payment Towards Statutory Dues

(a)

As per the List of Creditors, there are no statutory dues qua the Corporate Debtor. However, if any dues arise of any such statutory creditor (whether claim filed/admitted), nil payment has been proposed under the Resolution Plan towards such claims, whether filed or not, whether admitted or not, whether asserted or not and no source has been identified for such payment under the Resolution Plan.

(b)

All other Government Dues shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan, and the Company and the Resolution Applicant shall at no point or time be, directly or indirectly, held responsible or liable in relation thereto.

1.2.8. Proposal for Existing Shareholders

(a)

Pursuant to the effect of the Capital Reduction as of the Effective Date and in accordance with provisions of this Proposal/Resolution Plan, existing issued equity share capital shall stand cancelled for nil consideration.

(b)

All present and future, claims, dues, liabilities, amounts, arrears, dividends or obligations owed or payable by the Company to any person who holds securities of the Company prior to the NCLT Approval Date, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be written off in full and be permanently extinguished by virtue of the order of the Adjudicating Authority approving the Resolution Plan, and the Company and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

(c)

Upon approval of the Resolution Plan by Adjudicating Authority, the rights of any Person (whether exercisable now or in the future), either directly or indirectly, and whether contingent or not, to call for the allotment, issue, sale or transfer of shares of the Company or whether through any exchange or otherwise, shall stand unconditionally and irrevocably extinguished. All employee stock options and sweat equity shares, whether granted, vested or otherwise, shall stand irrevocably and unconditionally cancelled and extinguished without further deed or action and for no consideration.

(d)

No person who holds any shares (whether equity, preference or any instrument convertible into equity shares) of the Company (including the Existing Preference Shareholders) till (and including) the NCLT Approval Date shall have any rights relating to such shares (including voting rights in relation to the affairs of the Company or any pre-emption rights) which rights shall be deemed to be suspended by virtue of approval of the Resolution Plan by the Adjudicating Authority. On and from the NCLT Approval Date, the rights relating to all shares (where equity, preference or any instrument convertible into equity shares) of the Company shall come into effect without any further deed, action or thing to be done, which rights shall be exercisable in accordance with the terms of such shares (where equity, preference or any instrument convertible into equity shares) and applicable law.

(e)

Upon approval the Resolution Plan by Adjudicating Authority, any agreement executed between the Company and its shareholders shall stand terminated without any further action or deed and all liabilities and obligations of the Company under such agreements executed between the Company and its shareholders and their respective successors assigns, transferees shall stand extinguished and cancelled for no consideration.

(f)

All present and future, claims, dues, liabilities, amounts, arrears, dividends or obligations owed or payable by the Company to the Existing Promoters or any subsidiary, associate company, and party, joint ventures, affiliate of the Company or any such entity or person controlled by the Existing Promoters (or any lenders or financial creditors of such persons) or any holder of any securities (whether convertible into equity shares or not) of the Company prior to the NCLT Approval Date whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, whether or not set out in the Provisional Balance Sheet, the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be written off in full and be permanently extinguished by virtue of the order of the Adjudicating Authority approving the Resolution Plan, and the Company and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

1.2.9. Miscellaneous Claim

1.2.10. Benefits to Related Parties

1.2.11. Payments to Creditors submitting Claims after Approval of the Resolution Plan

1.3 Statement in relation to dealing with all Stakeholders

1.4 SOURCE OF FUNDS

1.5 Avoidance Applications and Other Proceedings

1.6 Mandatory Disclosure

2. SUPERVISION AND IMPLEMENTATION OF THE RESOLUTION PLAN

3. STEPS TO BE TAKEN DURING PENDENCY OF RESOLUTION PLAN BEFORE NCLT

4. ANY OTHER CONDITIONS FOR IMPLEMENTATION OF RESOLUTION PLAN

4.1. Right to Receivables

4.2. Carry Forward Losses

4.3. Term of the Resolution Plan and Implementation Schedule

4.4. Filing of Approved Plan with Relevant Authorities and Forums

4.5. Severability and Compliance with Law

4.6. Amendment to the Resolution Plan

4.7. Strategic Joint Ventures

4.8. Means for supervising Implementation of the Resolution Plan

4.9. Declaration

4.10. Invocation of EMD Bank Guarantee

4.11. Performance Guarantee

4.12. Unavailability of key data

4.13. Validity of Resolution Plan

4.14. No recourse to COC or Resolution Professional

4.15. Rights of the COC

5. FEASIBILITY AND VIABILITY OF THE RESOLUTION PLAN

6. UNDERTAKING REGARDING THE VERACITY OF THE INFORMATION PROVIDED IN THE RESOLUTION PLAN

7. KEY RELIEF AND CONCESSIONS

It is proposed that following the NCLT Approval Date, the Company will investigate as to veracity of any allegations in relation to the non-compliance with the terms of any contract or Clearances obtained by the Company and if so, take or cause to be taken remedial actions in this regard within a reasonable period of time. Notwithstanding the aforesaid, all litigation and claims against the Company shall, on and from the NCLT Approval Date, be deemed to abate, whether or not affirmative action for withdrawal or disposal is taken. However, as a function of approval of this Resolution Plan, any litigants against the Company will be required to pursue necessary action for withdrawal and/or disposal with no further involvement of, or exposure to, the Company in connection with such litigations or related claims.

(e) Companies Act, 2013

The Resolution Applicant has proposed to reduce the shares of the existing shareholders to nil and hereby requests the Adjudicating Authority that:

- all liabilities of the Company appearing as current borrowings in respect of such equity shares that have been reduced will be completely reduced to nil without any liabilities, claims or obligations by virtue of the order of the Adjudicating Authority approving the Resolution Plan and the Company and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto; - the Adjudicating Authority shall exempt the Corporate Debtor from the compliance laid down in section 66 of the Companies Act, 2013; - the Capital Reduction shall not require the Cossents of any of the creditors of the Company or approval of any of the shareholders of the Company, or any other person having any security interest over such shares and the approval of the Adjudicating Authority to the reduction of share capital and shall be binding on the Company and its stakeholders (including its creditors and shareholders); - the share certificates held by the shareholders of the Corporate Debtor shall stand cancelled without any further act, instrument or deed and the shares of the Corporate Debtor held by any of the shareholders in dematerialised form shall stand cancelled by appropriate corporate action.

(f) SEBI Regulations

The SEBI and other stock exchange shall waive off all the liabilities, penalties, fines, charges, expenses etc., in relation to non-compliance by the Corporate Debtor with respect to non-payment of any fees etc., or with regard to requisite filings, disclosures and compliances for the ensuing 3 years from the NCLT Approval Date.

(g) Income Tax Act, 1961

Corporate Debtor and the Resolution Applicant shall be granted exemption from all taxes pursuant to or as a consequence of the transaction contemplated in this Resolution Plan i.e. writing off of the book value of the debt of creditors in the books of Corporate Debtor and the Corporate Debtor should be exempt from the tax liability under the Income Tax Act, 1961. No income tax will be payable on account of capital gains arising out of transfer of shares/ assets as envisaged in the Resolution Plan. Upon approval of the Resolution Plan by NCLT, all taxes, cess, levies and interest/ penalties thereon; which are due or payable for the period upto the Effective Date shall be deemed to be waived off.

(h)

All domain names, servers, being currently used by the Company to the extent not owned shall continue to be available for use by the Company for a period of 3 months from the NCLT Approval Date.

(i)

There shall be no adverse effect on the rights of the Company over its immovable properties.

(j)

The Corporate Debtor shall not be liable for any non-compliances in relation to any contractual arrangement of the Corporate Debtor with the third parties. Any right of subrogation, reimbursement, recompense, under any corporate guarantee, letters of comfort or similar instruments of debt or any obligation provided by any promoter, affiliate or Related Party of the Company shall stand extinguished and become null and void as of the NCLT Approval Date.

(k)

Any stamp duty liabilities or Tax liability arising pursuant to the transactions contemplated under this Resolution Plan shall be exempted or waived off.

8. TERMS AND CONDITIONS OF PARTICIPATION

The Resolution Applicant acknowledges, confirms and agrees the terms and conditions of participation as provided in Paragraph 1.10 of the RFRP.

We understand that the members of the COC have further right to renegotiate the terms of this Resolution Plan and the decision of the COC in selection of the Successful Resolution Applicant shall be final and binding on us. The Resolution Applicant and the stakeholders shall mutually agree and enter into such definitive documents as may be required to give effect to the Resolution Plan.

We understand that the Resolution Professional shall examine our Resolution Plan as received by him to confirm its compliance with the IBC, and in specific, Section 30(2) of the IBC read with Regulation 38 of the CIRP Regulations. We also understand that the Resolution Professional may not present our Resolution Plan to the CoC in case it is found not in conformity with the mandatory requirements of the IBC and the CIRP Regulations, and seek the views of the CoC on the same. We understand that the CoC have further right to renegotiate the contents of this Resolution Plan and the decision of the CoC in the selection of the Successful Resolution Applicant shall be final and binding on us.

SCHEDULE 1

DEFINITIONS, ABBREVIATIONS AND INTERPRETATION

Unless the context otherwise indicates or requires, the following terms in this Resolution Plan shall have the respective meanings given below. Unless otherwise specified, references to all statutes, ordinances, rules and regulations are to such statutes, ordinances, rules and regulations as amended and applicable on the date of this Resolution Plan.

Abbreviation/Capitalised Terms	Description
Assets	all assets (tangible and intangible), properties, goods, rights, benefits and privileges of the Company
Adjudicating Authority or NCLT	the adjudicating authority required to approve the Resolution Plan in accordance with the provisions of Section 31 of the IBC
Applicable Law	shall mean all applicable laws, regulations, rules, guidelines, circulars, other delegated legislations, re-enactments, revisions, applications and adaptations thereto made from time to time and in force and effect, judgements, decrees, injunctions, writs and orders of any court, arbitrator or governmental agency.
Approving Financial Creditor	shall mean the Financial Creditors who have voted in favour of the Resolution Plan submitted by the Resolution Applicant with respect to the Corporate Debtor
Authorisation	means: (a) an organization, consent, approval, resolution, licence, exemption, filing, lodgement or registration; and (b) in relation to anything which will be fully or partly prohibited or restricted by law or regulation if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action
Board/ Board of Directors	Board of directors of the Company
CA 2013 or Companies Act	Companies Act, 2013
CIRP	Corporate Insolvency Resolution Process
CIRP Costs	The costs arising on account of the CIRP determined in accordance with Regulation 31 of the CIRP Regulations
CIRP Regulations	The Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (as amended from time to time)

Abbreviation Capitalised Description Terms

Clearances	all Authorisations issued by a Governmental Agency to enable the Company to fulfil its obligations under and in connection with its business, facilities and obligations under contracts entered into by the Company
COC or Committee of Creditors	Shal mean the committee of creditors constituted in respect of the Company under the provisions of IBC
Company or Corporate Debtor	Steelco Gujarat Limited
Control	shall have same meaning as ascribed to it under the provisions of the CA 2013
Day or day	means any day other than a Saturday, Sunday, or a day on which all banking institutions operating in New Delhi, India, are authorized or obligated by law to close
Delisting Regulations	Securities And Exchange Board of India (Delisting of Equity Shares) Regulations, 2021
Effective Date	shall mean the date on which Steps I and II as set out in Schedule 2 (Implementation Schedule) are completed, which date shall in any event not exceed 3 (three) business days from the NCLT Approval Date or such extended period which may be permitted by the COC
Existing Shareholders	The existing shareholders of the Company as of the NCLT Approval Date
Financial Creditors	'Financial Creditors' shall have the meaning ascribed to such term under IBC and for the purposes hereof shall mean the Financial Creditors of the Company
Financial Debt	shall have the meaning ascribed to such term under the IBC
IBC or Code	Insolvency and Bankruptcy Code, 2016 (as amended from time to time)
Implementing SPV	shall mean the Special Purpose Vehicle or any other incorporated entity nominated by the Next Orbit Growth Fund III (Resolution Applicant) through which the Resolution Applicant will implement the Resolution Plan with respect to the Corporate Debtor.
Insolvency Commencement Date	December 31, 2020
Information Memorandum	The information memorandum shared by the Resolution Professional in accordance with the IBC
Liability	Any liability or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due)
List of Creditors	List of Creditors (version 3) published by the Resolution Professional on July 15, 2021 in accordance with clause (ca) of sub-regulation (2) of

Abbreviation/Capitalised Terms	Description
	Regulation 13 the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016
Monitoring Committee	A committee constituting one representative of the Resolution Applicant, the committee of creditors and the Resolution Professional each
NCLT Approval Date	Date of receipt by Resolution Applicant of the certified copy of order approving the Resolution Plan by the Adjudicating Authority in accordance with Section 31 of the IBC
Operational Contracts	Contracts entered into by the Company with various counterparties identified by the Resolution Applicant prior to the NCLT Approval Date and shared with the Resolution Professional which are required for the Company to continue as a going concern
Operational Creditors	'Operational Creditors' shall have the meaning ascribed to such term under IBC and for the purposes hereof shall mean the Operational Creditor of the Company
Operational Debt	'Operational Debt' shall have the meaning ascribed to such term under the IBC
Provisional Balance Sheet	Provisional Balance Sheet of the Company
Resolution Plan	means this insolvency resolution plan in relation to the Company to be submitted by the Resolution Applicant in line with this Proposal including on commercial terms
Related Parties	shall mean with respect to a particular parties, the related parties as described under the provisions of the Companies Act and the Code
Request for Resolution Plan or RFRP	shall mean Request for Resolution Plan for selection of a Resolution Plan for Steelco Gujarat Limited issued on June 26, 2022 by the Resolution Professional
Resolution Applicant	shall mean and refer to Next Orbit Growth Fund III and/or the Implementing SPV
SEBI	The Securities and Exchange Board of India
SEBI SAST Regulations	The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (as amended from time to time)
Stock Exchanges	National Stock Exchange of India Limited and BSE India Limited, being the stock exchanges where the Company's Equity Shares are currently listed.

Interpretation

(a)

The index, headings, sub headings, titles and bold typeface are only for convenience and shall be ignored for the purpose of interpretation.

(b)

Unless the context of this Resolution Plan otherwise requires:

- words using the singular or plural number also include the plural or singular number, respectively; - words of any gender are deemed to include the other gender; - the terms 'hereof', 'herein', 'hereby', 'hereto' and derivative or similar words refer to this entire Resolution Plan or specified sections of this Resolution Plan, as the case may be; - the term 'Part', 'Section' and 'Schedule' refers to the specified Part, Section or Schedule of this Resolution Plan; - the words 'include', 'including', 'for example' or 'such as' shall be construed without limitation and are not used as, nor are to be interpreted as, a word of limitation; - the Schedules hereto shall constitute an integral part of this Resolution Plan; - any reference to 'approval', 'consent', 'waiver', 'mutually agreed' or 'mutual agreement' shall mean approval, consent or waiver in writing or a mutual agreement in writing, as the case may be; - any word or phrase defined in the body of this Resolution Plan as opposed to being defined in the definitions section above shall have the meaning assigned to it in such definition throughout this Resolution Plan, unless the contrary is expressly stated or the contrary clearly appears from the context; and - in the absence of a definition being provided for a term, word or phrase used in this Resolution Plan, no meaning shall be assigned to such term, word or phrase which derogates or detracts in any way from the intent of this Resolution Plan.

(c)

In case of any ambiguity in relation to manner, form or substance of distribution of Total Settlement Amount amongst the various the stakeholders under this Resolution Plan, the Resolution Applicant may, at their sole discretion, prescribe additional terms or clarifications as may be necessary to achieve the same commercial effect including without change in the quantum of financial commitment and the specified timelines set out in this Resolution Plan.

SCHEDULE 2

IMPLEMENTATION SCHEDULE

The detailed steps for the acquisition of the control of the Company (and completion of implementation of the Resolution Plan) are set forth in this Schedule. The Resolution Plan shall be implemented in accordance with the sequence set out in the steps below.

I. NCLT APPROVAL DATE ACTIONS

The following actions shall have been deemed to have taken simultaneously and without any further action, deed by any Person on the NCLT Approval Date:

1.

The Reconstituted Board shall be constituted in the manner set out in this Resolution Plan and the existing board of directors of the Company shall be deemed to have resigned. If the erstwhile Board members do not resign voluntarily, the Resolution Applicant shall have the power to remove them without any notice to the erstwhile directors. From the effective date new management shall be managing the affairs of Corporate Debtor.

2.

Monitoring Committee shall be managing the affairs of the Corporate debtor, post approval of the plan by Hon'ble NCLT up to Effective Date and will be responsible for the implementation of this Resolution Plan until the final payments are made under this plan to the financial creditors.

3.

The Powers of Attorney (POA) and/or other authorizations or mandates (including the sub-delegations of POA, if any, by the Attorneys), in whatsoever form, issued by the Company prior to the NCLT Approval Date to any person to enable such person to carry out various functions of the Company shall stand revoked and rescinded.

II. POSSESSION OF UNITS AND ASSETS

The Resolution Professional shall immediately upon occurrence of NCLT Approval Date deliver the peaceful and unfettered possession of all the assets of the Corporate Debtor to control of new management of the Corporate Debtor or such other person as may be nominated by the Reconstituted Board of the Corporate Debtor. The Resolution Applicant understands and assumes that this step would, in any case, be completed within 3 (three) days of the NCLT Approval Date. It is basis this assumption the payment dates have been prescribed in this Resolution Plan.

III. DELISTING

1.

In the event Company deems fit and is desirous of getting itself delisted (in order to ensure implementation of the Resolution Plan in an effective manner) with effect from the Effective Date, they shall make an application pursuant to the provisions of the Delisting Regulations to the relevant recognised stock exchange for delisting its equity shares or exit opportunity should be provided to the existing public shareholders at a price determined by the Resolution Applicant in accordance with Applicable Law.

2.

Further, an application for listing of delisted equity shares may be made in respect of the Corporate Debtor whose equity shares may be delisted pursuant to the resolution plan under IBC.

IV. CONTRACTS MADE PRIOR TO NCLT APPROVAL DATE

On the approval of the plan by NCLT all contracts / agreements made by the Corporate Debtor subsisting before the Approval Date save as given in saving and exception clause shall be duly extinguished and be ineffective at the sole discretion of the Resolution Applicant.

V. NEGOTIABLE INSTRUMENTS

On the approval of the plan by NCLT and subject to effective date, all outstanding negotiable instruments issued by Corporate Debtor or any other person on behalf of Corporate Debtor shall stand cancelled and no liability shall arise due to the same.

VI. INFUSION OF FUNDS TOWARDS RESOLUTION AMOUNT

Upon occurrence of Effective Date:

1.

The Resolution Applicant will inter alia raise the Equity Commitment from the identified sources and avail debt financing (for an amount equal to the Total Resolution Amount or such other amount as may be required) from the new lenders to discharge liabilities of the Financial Creditors, the Operational Creditors and other stakeholders (in the manner contemplated under this Resolution Plan).

2.

The Resolution Applicant shall ensure that debt financing equivalent to the Total Resolution Amount is made to the Implementing SPV or the Corporate Debtor, either from its funds or from the new lenders as per the source of funds set out herein. The Resolution Applicant retains the right to arrange this funding from alternate sources including but not limited to other banks, non-banking financial companies and financial institutions.

3.

As an integral part of the Resolution Plan and simultaneous with the Capital Reduction, the Resolution Applicant shall infuse the Equity Commitment in the manner provided in this Step ("Capital Infusion").

4.

On the Effective Date, the Resolution Applicant (either by itself or through an SPV) shall relying upon funds that it is raising/has raised through a scheme launched by NOVF infuse an amount aggregating to INR 5 Crore (the "Equity Commitment") in the Corporate Debtor by way of subscription of Equity Shares at face value and/or by way of infusion of debt.

5.

The Board of the Corporate Debtor shall pass the following resolutions unanimously on the Effective Date:

(a)

issue and allot the Equity Shares at face value and without premium to the Resolution Applicant and its nominees, respectively in dematerialised form, free of all Encumbrances against the Equity Commitment (or such part thereof as determined by the Resolution Applicant) in deemed compliance of relevant provisions of the CA 2013. The nominees will hold one Equity Share each in their name jointly with the Resolution Applicant;

(b)

avail any debt (as infused by or arranged by the Resolution Applicant); and

(c)

authorise the directors, company secretary and any other authorised person of the Corporate Debtor for making of entries in, and updating, the register of shareholders/directors of the Corporate Debtor to reflect the aforesaid changes and file requisite forms and returns on behalf of the Corporate Debtor with the jurisdictional Registrar of companies.

6.

Simultaneously with the Capital Reduction, the Equity Shares shall be issued to the Resolution Applicant, as the case may be in the manner specified hereunder.

VII. CAPITAL REDUCTION

1.

The Liquidation Value payable to the Existing Shareholders of the Company is presumed to nil. Consequently if the Company is liquidated as of the Insolvency Commencement Date then the Existing Shareholders would not receive any payments. Therefore, as of the Effective Date and simultaneous to the Capital Issuance in favour of the Resolution Applicant, the existing issued equity share capital shall be dealt with following manner:

(a)

Equity Shares held by Spica Investments Limited shall be reduced by 100% (One Hundred Percent) and the share capital representing 75% (that is 3,19,21,366 Equity Shares) of share capital of the Company shall be reduced to nil; and

(b)

Equity Shares held in Public Shareholding shall be reduced by 100% (One Hundred Percent) and the share capital representing 25% (that is 1,06,14,094 Equity Shares) of share capital of the Company shall be reduced to nil. (hereinafter collectively referred to as the "Capital Reduction")

Provided that the Resolution Applicant undertakes to comply with all the requirements prescribed under Applicable Laws and SEBI Regulations including with respect to maintenance of Minimum Public Shareholding.

2.

There shall be no requirement to add "and reduced" in the name of the Company and all liabilities of the Company appearing as current borrowings in respect of such equity shares that have been reduced will be completely reduced to nil without any liabilities, claims or obligations by virtue of the order of the Adjudicating Authority approving the Resolution Plan and the Company, the SPV and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.

3.

The Capital Reduction shall not require the Consents of any of the creditors of the Company or approval of any of the shareholders of the Company, or any other person having any security interest over such shares and the approval of the Adjudicating Authority to the reduction of share capital and shall be binding on the Company and its stakeholders (including its creditors and shareholders).

4.

The share certificates held by the shareholders of the Corporate Debtor shall stand cancelled without any further act, instrument or deed and the shares of the Corporate Debtor held by any of the shareholders in dematerialised form shall stand cancelled by appropriate corporate action.

VIII. CAPITAL ISSUANCE

1.

As part of the Resolution Plan, the authorized share capital of the Company shall stand altered to INR 5 Crores comprising of 50,00,000 equity shares of INR 10/- each.

2.

Any stamp duties or registration fees shall be payable by the Company out of its cash flows and if such cash flows are not sufficient, the Resolution Applicant shall procure funds for the same by way of debt granted to the Company.

3.

Accordingly, the capital clause of the Memorandum of Association of the Company shall and without any further act, deed, instrument, resolution or writing be replaced by the following clause:

"the authorized share capital of the Company shall automatically, stand altered to INR 5 Crores comprising of 50,00,000 equity shares of INR 10/- each."

4.

As part of the Resolution Plan and simultaneously with the Capital Reduction, the 50,00,000 Equity Shares for INR 10/- each shall be issued to the Resolution Applicant. Also, the Resolution Applicant undertakes to comply with the Minimum Public Shareholding thresholds prescribed pursuant to SEBI Regulations and under Applicable Laws.

IX. EFFECTIVE DATE ACTIONS

On the Effective Date, the following actions shall have been deemed to have taken simultaneously and without any further action, deed by any Person:

(a)

The Capital Reduction shall become effective and the issued and paid up equity shares of the Existing Shareholders shall be cancelled and reduced to nil in accordance with the Resolution Plan.

(b)

The Capital Infusion in the manner stated in Paragraph VI shall be undertaken. The Equity Commitment shall be deposited in a designated bank account of the Corporate Debtor.

(c)

The existing board of directors of the Company shall be reconstituted with the existing board of directors deemed to have resigned on the Effective Date without any further action and the nominees of the Resolution Applicant nominated to the Board of the Company;

(d)

All powers of management, control and operation of the Company granted to the erstwhile Promoters and Promoter Group of the Company, and/or their nominees shall be withdrawn, revoked, terminated and rescinded.

(e)

The Memorandum of Association and the Articles of Association of the Company shall be automatically, without any further act or deed, be substituted and replaced with the form of memorandum of association and articles of association as provided by the Resolution Applicant.

(f)

It is clarified that the approval of the Adjudicating Authority pursuant to Section 31 of the IBC shall constitute adequate approval for the adoption of the New Charter Documents, in accordance with all provisions of Applicable Law. Accordingly, no further approval or consent shall be necessary from any other Person/ Governmental Authority in relation to either of these actions under any agreement, the existing constitution documents of the Company or under any applicable law.

(g)

The CIRP Costs shall be paid in priority to payments to other Creditors contemplated in this Proposal.

(h)

The dues of Financial Creditors shall be acquired by the Resolution Applicant by way of final settlement of their dues by the Company in accordance with this Proposal.

(i)

The dues of Operational Creditors shall be paid in accordance with this Proposal.

(j)

All shareholder resolutions and approvals from creditors required for the implementation of the Resolution Plan including under Companies Act, 2013 for the transactions contemplated in this Schedule following the Effective Date would be deemed to have been granted.

(k)

The Monitoring Committee shall handover all passwords, bank account, cheques, documents/ERP system access etc to the Resolution Applicant on the Effective Date.

(l)

All authorisations/powers of attorney provided by the Company shall cease to have any effect.

X. PRAYERS IN THE APPLICATION FOR APPROVAL OF RESOLUTION PLAN

The Resolution Professional shall, in its application for seeking approval of the Resolution Plan (in the event of approval of the same by the COC), also seek the following specific orders from the Adjudicating Authority:

(a)

approving the Capital Reduction of the Company in the manner as contemplated under the Resolution Plan;

(b)

allow to file the Income Tax returns which are yet to be filed related to years prior to effective date if any, and losses computed under the said return also to be allowed to carry forward;

(c)

the existing Board shall stand vacated and be replaced by the Reconstituted Board with effect from the NCLT Approval Date; and

(d)

the key reliefs, concessions and entitlements as may be sought by Resolution Applicant be granted.

XI. TIMELINE FOR IMPLEMENTATION OF THE RESOLUTION PLAN

The Resolution Applicant proposes to use all efforts as may be commercially reasonable to implement the Resolution Plan within a period of 30 Business Days from the NCLT Approval Date in accordance with the Implementation Schedule and other terms contained in the Resolution Plan.

The Resolution Applicant proposes to implement of the Resolution Plan in the following manner:

ACTION	TIME
NCLT Approval Date - Reconstitution of the Board of the Company - Appointment of the Monitoring Committee	T
Initiated by Stock Exchange for the following: - Resolution Plan and delisting of Equity Shares as of Effective Date (if applicable) - Suspension of trading of Equity Shares on account of delisting on Effective Date (if applicable)	T+1
Effective Date - Handing over of peaceful and unencumbered possession and title of the Assets of the Company to the Resolution Applicant - The Company shall stand delisted (if chosen by the Resolution Applicant) - The Capital Reduction shall become effective - Other actions specified in Paragraph IV of this Schedule shall take effect	T+3 (1+2)
- The Resolution Applicant (either by itself of the SPV) shall infuse the Equity Commitment in the manner specified in this Schedule and such Equity Commitment shall be deposited in a designated bank account of the Corporate Debtor	T+24 (3 + 21)
Upfront Payment: - Payment of the CIRP Costs - Payment of Dues towards Workmen - Payment of the Upfront Operational Creditor Payment	T+27 (24 + 3)
Payment to Creditors: - Payment towards Dissenting Financial Creditors - Payment to Financial Creditors	T+30 (27 + 3)

The Resolution Plan shall be deemed implemented on payment of the Loan Assignment Consideration to the Approving Financial Creditors (who are last in line to receive from the resolution amount.

XII. ASSIGNMENT/NOVATION OF LOANS

If chosen as a modality for treatment of claims by the Resolution Applicant, pursuant to the approval of the Resolution Plan on the NCLT Approval Date, the Admitted Financial Debt will be deemed to be assigned/ novated (by way of operation of this Resolution Plan) by the Financial Creditors to the Resolution Applicant, in lieu of consideration which shall be the Loan Assignment Consideration. Without prejudice to the above, if required by the Resolution Applicant may require the Financial Creditors to enter into an assignment/novation agreement. It is proposed that the such Financial Creditor shall execute an assignment deed in favour of the Resolution Applicant or its nominee for the purpose of assignment of the Admitted Financial Debt. If the relevant financing documents/loan agreement/security trustee agreement provides for a deed of accession for such transfer, the transferring lender and the Purchaser shall execute such deed of accession. If required by the Resolution Applicant, the Financial Creditors shall take such steps as may be reasonably required to give effect to the above assignment.

ANNEXURE 1

Profile of the Resolution Applicant

Next Orbit Growth Fund III/Resolution Applicant is a private equity growth expansion fund managed by Next Orbit Ventures. The fund is based in Mumbai, India and invests in the United States, Canada, Europe, Americas, Asia, Africa, Middle East and Oceania. The fund targets investments in the material, resource, information technology, healthcare, business product and service sectors. Next Orbit Ventures is a multi-asset fund manager investing in the debt and equity of growing companies to create long term sustainable value for them and to generate superior returns for our investors. Next Orbit Ventures is growing leading private multi-asset alternative investment firms with approximately USD 3 billion fund under management that will create lasting impact for Next Orbit's investors, teams, businesses and the communities in which we live. Founded in 2012, Next Orbit has pioneered a partnership-based approach to private equity investing, partnering closely with management teams to offer the insights that challenge conventional thinking, build great businesses and improve operations. Over time, Next Orbit has organically expanded this approach across asset classes to build one of the strongest alternative asset platforms.

Today, Next Orbit teams strive to create value through venture capital, private equity, public equity, debt investment across multiple sectors, industries, and geographies. With this horizon and reach in multiple sector across the globe the Resolution Applicant a fund of Next Orbit Ventures believes that it has potential to provide the requisite base and financial support that will result in uptide of the Corporate Debtor.

Next Orbit invests in residential, commercial, infrastructure, hotels, industrial parks and EPC companies. Some of our investments are Bharat Wire Ropes Limited, Nachiketa Agrotech Limited, Jigyasa Infrastructure Limited, Madhuban Constructions etc.

Next Orbit invests in innovative and scalable companies in consumer and technology sector with a strategic mix of early stage, growth and turnaround (MBO and special situation) cases. Next Orbit has a "Partnership Focus" theme and its key success factors include the timely infusion of capital into high impact and scalable ventures that are backed by customized 360 degrees mentoring and listing at Stock exchange for price transparency and tax benefits to our investors. Few of the Investments are RBL Bank Limited, Thyrocare, PNB Housing Finance Ltd, Infibeam, Kirloskar Electric Company Ltd etc.

A brief snapshot of the selected successful investment that Next Orbit Ventures has procured is as under:

(d)

Next Orbit Ventures Fund:

Name	Registration	Corpus of the Fund	Commitment of Fund	Funds Invested/Committed	Assets Under Management (AUM) Value
Next Orbit Ventures Fund	Reg. No. IN/VCF/11-12/0232	INR 700 crore	INR 698 crore	INR 698 crore	INR 2800 crore

(e)

Next orbit Ventures Fund II:

Name	Registration	Corpus of the Fund	Commitment of Fund	Funds Invested/Committed	Assets Under Management (AUM) Value
Next Orbit Ventures Fund II	Reg. No. IN/AIF1/16-17/0234	USD 2 billion	USD 1 billion	USD 900 million	-

(f)

Next Orbit Growth Fund III:

Name	Registration	Corpus of the Fund	Commitment of Fund	Funds Invested/Committed	Assets Under Management (AUM) Value
Next Orbit Growth Fund III	Reg. No. IN/AIF3/19-20/0680	INR 1000 crore	INR 995 crore	INR 108.9 crore	INR 108.9 crore

The fund is managed by:

1.

Mr. Ajay Jalan - Founder & Managing Partner, has 25 years of professional experience in Finance, Operations, and Investment Management. He has served in senior executive positions in various Fortune 500 and SME companies like IFCI, t2 Technologies, Tata's, ACS, and Semindia in India and Silicon Valley. He is a MBA, FCA, FCS (Gold medallist). Harvard, ISB & IIM Trained. IOD-UK Certified Director

2.

Mr. Umesh Kumar - Strategic Partnerships, has 27 years' industry experience in Investment Banking, Management consulting etc. He has held senior level positions in ISRO, ICICI Group, MITSUI with Global Experience. He has successfully executed ICICI Technology Park APIIC GOAP Biotech Parks Kfw Germany in Genome valley Hyderabad and exited to Alexandria fund of USA. He is a Chemical Engineer, M.B.A Finance -NMIMS & Trained from IIM Ahmedabad & Brunel Management School London

3.

Mr. Sanjeev Taneja (Artificial Intelligence), is Experienced professional in the electronics industry with stints at leading companies such as AT&T Bell Labs, Cadence, Alcatel-Lucent. He is an accomplished entrepreneur and founded Abreezio & sold to Qualcomm earning the investors 35x return. He is a B. Tech, Electrical Engg., IIT New Delhi; MS Computer Science, Ohio State University; MBA, New York University.

Management Team for SteelCo Gujarat Ltd:

The fund shall appoint senior professionals from Steel Industry with experience in Technical and Management.

The Fund shall appoint:

1.

Grey Engineering as Technical Consultants/advisor to re-start the installed facilities situated at Palej, Bharuch. The Grey Engineering Consultants reputed engineering consultancy firm providing technical advisory services to companies desirous to set up Steel Making and Processing Plants.

The firm provides complete advisory services for both Hot & Cold Rolling Mill complex starting from preparation of plant layout, line arrangement drawings of all lines, design of detailed construction drawings for machine foundations, preparation of specifications for all the major utilities & auxiliaries like cranes, water complex, transformers, cabling, air, water, gas, steam & acid piping, fuel gas complex, chimneys, acid yards, 220 kV switchyard, power receiving station and other similar services.

The firm had handled the projects of various steel companies, including setting-up and technical consultancy. The brief description of some major projects is as under:

1.

BRG Group

Advisory services for a Stainless Steel Rolling Mill Complex consisting of Hot Strip Mill, Pickling Line, Cold Rolling Mill and Skin Pass Mill etc.

2.

Asian Colour Coated Ispat Limited

Advisory services for Expansion project for Four Lakh Tons per year Continuous Galvanizing Line. The total covered area of the expansion project is 15000 m²

3.

Orion Alloys & Strips Private Limited

The advisory service and preparation of project report includes 1400 mm wide Cold Rolling Mill, HR Slitting Line, Push Pull Pickling Line, Reversible Six Hi Mill, Galvanizing process and other associated equipment.

4.

ACCIL FZC, Ras Al Khaimah

Preparation of Project Report for a Galvanizing cum Color Coating Line Complex at Ras Al Khaimah, UAE.

5.

Steelco Limited, Ludhiana

Inspection and preparation of technical feasibility report for 2 nos. Reversible Cold Rolling Mill for stainless steel.

6.

JNB Steel Industries Private Limited, Hissar

Complete turnkey consultancy for installation including, foundation & utility engineering for a 650 mm wide Reversible Twenty Hi Mill for Stainless Steel Rolling Mill.

7.

African Commodities

Complete technical project report for setting up a Cold Rolling Mill Complex.

Mr. Ankit Jain as Director in the Board to run the unit effectively. Mr. Ankit Jain is IIT (Kharagpur) Graduate with over 16 years of business experience as entrepreneur and in various management positions across Strategy, Operations, Project, and Corporate Finance. He is working in ACCIL for last 5 years and is currently heading the Company as Chief Executive Officer.

Before ACCIL, he bootstrapped a start-up and scaled it to a 3000+ employee organization in Consumer and technology space. He also possess Investment Banking experience of having worked in SBI Capital Markets where he was sector specialist of Steel, Mining and Power. He has effectively turn-around ACCIL Auto Steels Private Limited in a short-span of 3 years by increasing EBITDA to 3 times.

ANNEXURE 2

Projected Balance Sheet

(Rs. in Crs.)

Projected P&L Statement

Projected Cash Flow Statement