Finquest Financial Solutions Private Limited vs Ballarpur Industries Limited

A) Corporate Insolvency Resolution Process Costs

B) Employee/ Workmen Claim

C) Financial Creditors

Note 1: The entire payout to the dissenting Financial Creditors shall be in cash.

Note 2: (i) Equity for Rs. 4.125 crores (Rupees Four Crores Twelve Lakhs Fifty Thousand Only) has been allocated to each Financial Creditor at approximately 0.13% of their respective admitted claims. The proposed amount of Equity may change if there is any assenting unsecured Financial Creditor who opts for upfront cash payment in lieu of Equity.

(ii)

Of the balance available amount of Rs. 552.41 crores (Rupees Five Hundred Fifty Two Crores and Forty One Lakhs Only), a sum of Rs.467.26 crores (Rupees Four Hundred Sixty Seven Crores Twenty Six Lakhs Only) has been set apart for the secured claim of the Financial Creditors and balance amount of Rs.85.15 crores (Rupees Eighty Five Crores and Fifteen Lakhs Only) is set apart for the unsecured claim of the Financial Creditors.

Note 3: Separate series of secured and unsecured NCD’s will be issued based on the current status of the assenting Financial Creditor. Therefore, a secured Financial Creditor shall be issued secured NCD’s and unsecured Financial Creditor shall be issued unsecured NCD’s in proportion set out in the table above.

Note 4: The unsecured assenting Financial Creditors may opt for payment of upfront cash in lieu of Equity and/or NCDs and/or CRPS. In such an event the unsecured assenting Financial Creditors shall be compensated as mentioned below:

i.

In lieu of equity, an equivalent amount will be paid upfront in cash

ii.

An upfront amount will be paid in lieu of NCDs or CRPS as the case may be, at discount rate of 20% p.a.

Note 5: To the extent additional upfront cash is paid to unsecured assenting Financial Creditors pursuant to note 4 above, their entitlement to equity share, NCDs and CRPS’, as the case may be, will be forfeited and such upfront cash shall be brought in by the Resolution Applicant by way of debt at the same time ensuring that applicable minimum public shareholding thresholds stipulated by SEBI are not breached.

v.

If any part of the payments made to the Financial Creditors are proposed to be appropriated towards the interest component, then such Financial Creditor shall intimate the Resolution Applicant prior to the Closing Date so that TDS/ other withholding tax may be deducted prior to making such payment in compliance of Applicable laws.

vi.

It is further clarified that the total settlement amount for the settlement of Financial Creditors will be suitably modified after adjusting for incremental costs, of CIRP Cost, Employees/ Workmen Claim and Operational Creditors (excluding Employees and Workmen dues) Claim.

•

Equity Shares allotment to Financial Creditors: 7.5% of equity share capital of the Corporate Debtor aggregating to about Rs. 4.125 crores (Rupees Four Crores Twelve Lakhs Fifty Thousand Only) shall be allotted inter se amongst the assenting Financial Creditors on a pro rata basis to the claim amount admitted by the Resolution Professional for each creditor. The consideration for the said equity shares shall be by way of conversion of appropriate amount of the claim amount admitted in accordance with the Applicable Laws.

•

Issuance of Secured Non-Convertible Debentures: The Resolution Applicant proposes that the Corporate Debtor will issue NCDs to the relevant assenting secured Financial Creditors on the following terms:

Amount	Rs. 393.25 Crores (Rupees Three Hundred Ninety Three Crores Twenty Five Lakhs Only) to be issued against the extinguishment of Financial Creditor admitted claim amount proposed in accordance with this Resolution Plan.*
Tenor	3 years
Coupon rate	7% per annum payable annually
Repayment schedule	Bullet Repayment at the end of 3 years
Redemption Premium, if any	None
Interest moratorium, if any	None
Security	The existing security of each secured assenting Financial Creditor as on Insolvency Commencement Date will continue to secure the NCDs issued to that secured assenting Financial Creditor. The NCDs issued to the unsecured assenting Financial Creditors shall be unsecured. Accordingly, different series of NCDs will be issued by the Corporate Debtor and the only difference between different series will be the security held all other terms being the same. It is clarified that Financial Creditors shall consent to creation of any subsequent subservient charge on the fixed assets in favour of new lenders to the Corporate Debtor. The aforementioned fixed assets include: i. All the immovable and movable assets of the Corporate Debtor situated at Kamalapuram, Telangana. ii. Non-Core assets including Depot Land, Garimundu, Agriculture Land at Hundelwala situated at / near Shree Gopal Unit of the Corporate Debtor.
Covenants	NCDs shall have no restrictive covenants with respect to: (a) any future borrowings, security creation or servicing of such borrowings of the Corporate Debtor; (b) any issuance of securities or restructuring of the Corporate Debtor; and (c) any distribution of dividends by the Corporate Debtor; and (d) any capital raising or investments by the Corporate Debtor.
Early redemption option	NCDs may be prematurely redeemed at the option of the Corporate Debtor by payment of the outstanding principal and interest and without any prepayment premium.

Note 1: *The proposed amount of NCDs may reduce if there is any assenting unsecured Financial Creditor who opts for upfront cash payment in lieu of NCDs

Note 2: The NCDs will be issued before the dissolution of the Monitoring Committee.

•

Issuance of Cumulative Redeemable Preference Shares: The Resolution Applicant proposes that the Corporate Debtor will issue CRPS to all the assenting Financial Creditors on the following terms:

Amount	Rs. 49.87 Crores (Rupees Forty Nine Crores Eighty Seven Lakhs Only) to be issued against the extinguishment of Financial Creditor Debt proposed in accordance with this Resolution Plan.
Tenor	2 years
Coupon rate	0.01% per annum payable annually
Repayment schedule	Bullet, at the end of 2 years
Redemption Premium, if any	None
Interest moratorium, if any	None
Security	Unsecured
Covenants	CRPS shall have no restrictive covenants with respect to: (a) any future borrowings, security creation or servicing of such borrowings of the Corporate Debtor; (b) any issuance of securities or restructuring of the Corporate Debtor; and (c) any distribution of dividends by the Corporate Debtor; and (d) any capital raising or investments by the Corporate Debtor. Any future security creation shall be subordinate to the charge of the existing Financial Creditors. The Corporate Debtor shall be entitled to avail working capital facilities secured by first charge on current assets generated pursuant to working capital facility drawn from new lenders (save and accept any receivables outstanding on NCLT Approval Date) and shall also be entitled pay interest thereon. However, any payment of interest or principal in respect of facilities other than working capital shall be subordinated to payments towards assenting Financial Creditors under the Resolution Plan. It is clarified that, if required, the Resolution Applicant may raise working capital facilities upto Rs. 25 crores (Rupees Twenty Five Crores Only).
Early redemption option	The CRPS may be prematurely redeemed at the option of the Corporate Debtor by payment of net present value of the outstanding principal and interest to be calculated at a discount rate of 20% p.a.

Note 1: The proposed amount of CRPSs may reduce if there is any assenting unsecured Financial Creditor who opts for upfront cash payment in lieu of CRPSs.

Note 2: The CRPSs will be issued before the dissolution of the Monitoring Committee

Sale of certain assets of the Corporate Debtor: The Resolution Applicant has identified the following assets of the Corporate Debtor for monetization and realizing an estimated amount of Rs. 277 crores (Rupees Two Hundred Seventy Seven Crores Only) which forms part of the Total Financial Outlay.

Non-Core assets at Shree Gopal Unit: The Resolution Plan envisages disposal of non-core real estate assets of the Corporate Debtor including Depot Land, Garimundu, Agriculture Land at Hundelwala. The realization from the sale of the aforesaid assets will be utilized for redemption of NCDs.

Kamalapuram Unit: The rayon grade pulp manufacturing unit was established during 1975 with an initial capacity of 130 TPD which was enhanced to 300 TPD during 1997. The unit has always produced rayon grade pulp and dependent on single customer. The facility is lying closed since 2014. During December 2015 and August 2018, the Government of Telangana had sanctioned certain incentives for ensuring viability and immediate revival of the unit. Based on the due diligence and discussion with experts, the Resolution Applicant is of the opinion that the standalone pulp mill is not financially viable. In view of this, the Resolution Plan envisages disposal of the entire Kamalapuram unit and the net realization from the sale of the said unit will be utilized for redemption of NCDs.

Chaudwar Land: The Resolution Applicant understands that the Chaudwar Land has been secured in favour of Edelweiss Asset Reconstruction Company Limited (“Edelweiss ARC”) as security for the credit facilities granted to BILT Graphic Paper Products Limited (“BGPPL”) which are partly guaranteed by the Corporate Debtor. Edelweiss ARC is thus a secured creditor of the Corporate Debtor within the meaning of the Code. However, the Resolution Applicant understands that there has been no default by BGPPL in payment obligations to Edelweiss ARC and the security has not been enforced. None of the creditors have a charge over the Chaudwar Land. The Chaudwar Land will be sold by the Resolution Applicant and the sales proceeds will be utilized in accordance with this Resolution Plan.

The sum of Rs. 277 crores (Rupees Two Hundred and Seventy Seven Crores Only) to be paid to the Financial Creditors who are entitled thereto in terms of the Resolution Plan out of the sale proceeds as and when the assets in question are sold and the sales proceeds received. In the event the sale proceeds of assets to the extent of Rs. 277 crores (Rupees Two Hundred and Seventy Seven Crores Only) were not realised on or before expiry of NCD redemption date, the Resolution Applicant shall fund the shortfall and arrange to make payment to the NCD Holders entitled thereto.

“Note 1: It is clarified that the sale proceeds to the extent of Rs. 277 crores (Rupees Two Hundred Seventy Seven Crores Only) as contemplated in the Resolution Plan shall be appropriated towards the redemption of NCDs.”

•

The following procedure shall be adopted for Sale of Assets:

a. Within 3 (three) Business Days of intimation by the Resolution Applicant that a buyer has been found for the asset all the creditors holding a charge over the assets shall issue a no objection certificate to the Resolution Applicant for conducting the sale of assets of the Corporate Debtor.

b. Subsequently, for effective consummation of the sale, the Financial Creditors shall at least one day prior to the execution of the sale agreement executed, by the Resolution Applicant and/or its Affiliates with the identified purchaser, cede the charge over the assets to be sold and execute all forms, documents and writings necessary for this purpose.

c. The Financial Creditors shall extend full cooperation to the Resolution Applicant and/or its Affiliates in achieving successful sale of assets.

d. The sale proceeds received by the Resolution Applicant and/or its Affiliates as part of the sale of assets shall be deposited in Designated Account of the Corporate Debtor and distributed among the Financial Creditors in accordance with this Resolution Plan.

D) Operational Creditors (Excluding Employee and Workmen Dues) Claims

i.

The Applicant states that the Operational Creditor (excluding Employee and Workmen dues) claims aggregating to Rs. 176.55 crores (Rupees One Hundred Seventy Six Crores And Fifty Five Lakhs Only) which includes Government dues of Rs. 15.98 crores (Rupees Fifteen Crores Ninety Eight Lakhs only) have been verified and admitted by the Resolution Professional for the purposes of CIRP.

ii.

The Operational Creditors are required to be paid the Liquidation Value accruing to such Operational Creditors. The estimated Liquidation Value accruing to Operational Creditors [but not including Employees and Workmen dues for the preceding 24 (twenty four months)] would be NIL. In terms of Applicable Law, the Operational Creditors (excluding Employees and Workmen) are required to be paid the amounts aggregating to the Liquidation Value accruing to them i.e. NIL (as estimated by the Resolution Applicant) amount, except in cases where the Operational Creditor is a secured Creditor.

iii.

The Resolution Applicant has estimated the Liquidation Value to be NIL for payment towards the Operational/other Creditors. However, in the interest of the keeping the Company operational and as a going concern, the Resolution Applicant propose to pay ex-gratia amount aggregating upto Rs. 8.44 crores (Rupees Eight Crores Forty Four Lakhs Only) to Operational Creditors (excluding employees and Workmen) towards settlement over a period of 12 (twelve) months from the Closing Date, or such other date(s) as may be mutually agreed with the relevant Operational Creditor (excluding employees and Workmen), and such amounts shall be distributed amongst the relevant Operational Creditors (excluding employees and Workmen) in an equitable manner on a pro rata basis. The said ex gratia amount includes payment of Rs. 0.32 crores (Rupees Thirty Two Lakhs Only) towards admitted claims of Government dues amounting to Rs. 15.98 crores (Rupees Fifteen Crores Ninety Eight Lakhs Only) and the balance amount of Rs. 8.12 crores (Rupees Eight Crores Twelve Lakhs Only) is towards the admitted claims of Operational Creditors (excluding employees, workmen and government dues). The intention of the Resolution Applicant is to comply with priority of payments towards Operational Creditors over Financial Creditors as specified under the provisions of the IBC and CIRP Regulations, however, since amount payable under the Code to the Operational Creditors is NIL as per the Code and this is an ex-gratia payment, the same will not be paid before payment to Financial Creditors but will be paid within one year from Closing Date. If the actual amount payable under u/s 53 of the Code to the said Operational Creditors exceeds the said ex-gratia amount, such incremental amount shall be adjusted from the funds earmarked for settlement of Financial Creditors claim; accordingly, the amount proposed for settlement of Financial Creditors claim will be reduced on proportionate basis.

iv.

It is clarified that Operational Creditors who are Related Party shall be paid NIL amount. It is also further clarified that the terms of this Resolution Plan applicable to Operational Creditors shall be binding on the Governmental Authorities as well. Except for the abovementioned amounts payable to Operational Creditors (excluding employees and Workmen), all other dues payable to Operational Creditors (excluding employees and Workmen) shall be written off in full and shall be, and be deemed to be, permanently extinguished or written-off, on the NCLT Approval Date and no further amounts shall be payable to the Operational Creditors (excluding employees and Workmen) whether or not set out in the Information Memorandum, Virtual Data Room, balance sheets or the profit and loss account statements of the Corporate Debtor.

v.

The Plan presumes that the distribution schedule set out sbove will be approved by the COC and it is clarified that the Resolution Applicant/ Corporate Debtor shall not be required to fund any amount greater that Rs. 645 crores (rupees Six Hundred and Forty Five Crores) for the satisfaction of all the debts and CIRP Costs of the Corporate Debtor subject to CIRP Cost of this Resolution Plan.

vi.

If any part of the payments made to the Operational Creditors are proposed to be appropriated towards the interest component, then such Operational Creditor shall intimate the Resolution Applicant prior to the Closing Date so that TDS/ other withholding tax may be deducted prior to making such payment in compliance of Applicable laws.

E) Infusion for Working Capital and Capex:

The Resolution Applicant propose to infuse up to Rs. 55 Crores (Rupees Fifty Five Crores Only) in the form of equity or debt or a combination of both, either directly by the Resolution Applicant and/or their Affiliates into the Corporate Debtor within 1 (One) year from the date of upfront payment to meet the Capex and Working Capital requirements of the Corporate Debtor. Future requirements of working capital shall be funded by fresh infusion from the Resolution Applicant and/or their Affiliates, as necessary, and/or through working capital borrowings from the banking system. The Corporate Debtor shall be entitled to avail working capital facilities upto Rs. 25 Crores (Rupees Twenty Five Crores Only) secured by first charge on current assets and shall also be entitled pay interest thereon.

F) Benefits to Promoters and Related Parties of Promoters

All contracts of employment or consultancy with, and any benefits, fees, commissions, perquisites or profits in lieu of or in addition to any salary or wages or any policy of providing such benefits, fees, commissions, perquisites or profits extended by the Corporate Debtor to the Promoters or the Related Parties of the Promoters shall be deemed to be terminated and extinguished on and from the NCLT Approval Date, and the Corporate Debtor will have no further obligation to provide the same. Unless expressly agreed to by the Corporate Debtor by way of a written consent after the NCLT Approval Date, all properties of the Corporate Debtor in the possession of the Promoters or the Related Parties of the Promoters shall be immediately vacated, released and transferred in fit and proper condition to the Corporate Debtor, as the case may be. All rights and interests of the Promoters and Related Parties of the Promoter whether accrued or outstanding or otherwise, as shareholders of the Corporate Debtor, shall be and stand extinguished in terms of this Resolution Plan.

G) Proposed Shareholding Pattern

The shareholding of the Corporate Debtor after issuance of equity shares in favour of Resolution Applicant will be as set-out in the following table: (Rs. Crore)

Particulars		Proposed		Existing paid up share capital	Proposed Reduction in paid up share capital
		Amount	% holding
Fresh Equity Share Capital (face value of Rs.10 each)
1	Promoters / Promoters Group (existing)	0.000	0.0%	6.920	100
2	Resolution Applicant*	46.750	85.0%	0	NA
3	Financial Creditors	4.125	7.5%	80.700	94.89
4	Existing Shareholders other than promoters / promoters group	4.125	7.5%	171.070	97.59
Total		55.000	100.0%	258.690

*Note 1: Including Affiliates and Financial Investors; Resolution Applicant shall hold minimum of 51%.

Note 2: The above proposed shareholding pattern is subject to payment made to the Financial Creditors.

Steps Envisaged in Achieving the above Shareholding Pattern

i.

The existing Equity Shares of the Corporate Debtor held by the Promoters / Promoters Group shall be extinguished and those held by persons other than Promoters / Promoters Group shall be written down such that their existing holding of Rs. 251.77 crores (Rupees Two Hundred Fifty One Crores and Seventy Seven Lakhs Only) being shares with face value of Rs. 2 (Two) constituting 97.32% stake shall be reduced to Rs. 4.125 crores (Rupees Four Crores and Twelve Lakhs Fifty Thousand Only) being shares with face value of Rs. 10 (Ten) constituting 7.5% stake in the proposed shareholding pattern.

ii.

The Corporate Debtor will issue fresh equity shares of face value of Rs.10 each at par aggregating to Rs. 46.75 crores (Rupees Forty Six Crores Seventy Five Lakhs Only) to the Resolution Applicant / its Affiliates and Rs. 4.125 crores (Rupees Four Crores Twelve Lakhs Fifty Thousand Only) to the existing Financial Creditors as envisaged in the Resolution Plan.

H) Treatment of Other Liabilities

Treatment of Contingent Liabilities:

a. As per the audited financial statement of the Corporate Debtor for FY 2019-20, we understand that the Corporate Debtor has received an order from the Supreme Court of India confirming the grid support charges payable to Transmission Corporation of Andhra Pradesh Limited (“APTRANSCO”) and the Corporate Debtor has estimated the liability to be Rs 15.16 crores (Rupees Fifteen Crores Sixteen Lakhs Only). It is stated that the Corporate Debtor has not received any demand from APTRANSCO till date and accordingly the Corporate Debtor has opined that no liability is accrued towards the same as at 31.03.2020 and has considered the same as contingent liability. Such Contingent Liability is a “claim” and “debt” as defined under the IBC, and would consequently qualify as “operational debt” (as defined under the IBC) and therefore, the full amount of such contingent liabilities shall be deemed to be owed and due as of the insolvency commencement date, the estimated liquidation value of which is NIL and therefore, no amount is payable in relation thereto.

i.

Any and all liabilities, remaining claims, demands, obligations, expenses, costs or debts or other dues owed or payable to Edelweiss ARC, either by the Corporate Debtor on its own account or by the Corporate Debtor on account of any of its subsidiary, associate company, joint venture, Affiliate or consortium, in relation to any transaction or credit facilities agreement executed in a period prior to the NCLT Approval Date or that is not expressly provided for in this Resolution Plan shall be deemed to have been permanently extinguished on the Closing Date upon approval of this Resolution Plan by the Adjudicating Authority, and the Company and/or the Resolution Applicant and/or its Affiliates shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto in any manner whatsoever.

b. Any and all liabilities, remaining claims, demands, obligations, expenses, costs or debts or other dues owed or payable to Edelweiss ARC, either by the Corporate Debtor on its own account or by the Corporate Debtor on account of any of its subsidiary, associate company, joint venture, Affiliate or consortium, in relation to any transaction or credit facilities agreement executed in a period prior to the NCLT Approval Date or that is not expressly provided for in this Resolution Plan shall be deemed to have been permanently extinguished on the Closing Date upon approval of this Resolution Plan by the Adjudicating Authority, and the Company and/or the Resolution Applicant and/or its Affiliates shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto in any manner whatsoever.

I) Treatment of claims under Applicable Laws (including taxes):

a. All claims, debt or statutory liabilities of whatsoever nature that may be owed or payable to Governmental Authority that arise, against the Corporate Debtor under Applicable Laws (including taxes), in relation to any breach, contravention or non-compliance of such Applicable Laws by the Corporate Debtor (including criminal laws), whether or not such claim was notified to or claimed against the Corporate Debtor, and whether or not such Governmental Authority was aware of such claim, whether disputed or undisputed, in relation to the period prior to the insolvency commencement date, would qualify as “claim” and “debt”, each as defined under the IBC, and would consequently qualify as Operational Debt. Accordingly, the terms of this Resolution Plan applicable to Operational Creditors shall be binding on all Governmental Authorities. The full amount of such claims shall be deemed to be owed and due as of the insolvency commencement date, the estimated liquidation value of the said claims towards Governmental Authorities is NIL and therefore, upon implementation of this Resolution Plan, no amount is payable in relation thereto. Consequently, all dues to Governmental Authorities of whatsoever nature, debt or statutory liabilities relating to the period prior to the insolvency commencement date, shall stand permanently extinguished, fully and finally discharged and settled under this Resolution Plan on and from Closing Date. The Resolution Applicant and/or its Affiliate and the Company shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto.

b. All charges, encumbrances created or suffered to exist over the assets of the Company or over the securities of the Company in favour of each of the secured Financial Creditors whether by contract or by Applicable Law, whether created for the benefit of the Company or any third party, shall stand unconditionally and irrevocably terminated, released, cancelled, discharged, extinguished or withdrawn upon payments to such secured Financial Creditors in accordance with this Resolution Plan. Further all other charges, encumbrances created or suffered to exist over the assets of the Company or over the securities of the Company (including any priority of claims that could have otherwise been claimed by the tax authorities under Section 281 of the Income Tax Act 1961 (“IT Act”)), in favour of any person, whether by contract or by Applicable Law, whether created for the benefit of the Company or any third party, shall stand unconditionally and irrevocably terminated, released, cancelled, discharged, extinguished or withdrawn on the Closing Date.

c. All claims that may be made against the Corporate Debtor in relation to any payments required to be made by the Corporate Debtor under Applicable Law, or in relation to any breach, contravention or non-compliance of any Applicable Law (whether or not such claim was notified to or claimed against the Corporate Debtor at such time, and whether or not such Governmental Authority was aware of such claim at such time), shall be deemed to be owed and due as of the NCLT Approval Date, and shall immediately, irrevocably and unconditionally stand abated, settled and extinguished on and from Closing Date. No Governmental Authority shall have any further rights or claims against the Corporate Debtor, in respect of the period prior to the Closing Date and / or in respect of such amounts.

J) Treatment of avoidance application filed, if any by the RP:

a. The Resolution Plan shall in no way affect the validity and continuation of any proceedings filed by the Resolution Professional under Sections 43, 44, 45, 46, 47, 50, 51, 66, 67 of the Code (“Avoidance & Other Transactions”).

b. All receivables along with all rights of the Corporate Debtor in respect of Avoidance & Other Transactions shall deemed to be assigned by the Corporate Debtor in favour of the secured assenting Financial Creditor. If requested by the secured assenting Financial Creditor, the Corporate Debtor shall execute such documents as may be required for purpose of such assignment.

c. The proceedings filed by the Resolution Professional in respect of Avoidance & Other Transactions shall continue to be prosecuted and represented after NCLT Approval Date on behalf of the secured assenting Financial Creditors. Any and all payments received in respect of such transactions from any counter-parties shall be held in trust by the Resolution Professional /Corporate Debtor and shall be released to IDBI Bank for purposes of distribution to the assenting Financial Creditors pro rata to their admitted claim. It is clarified that the Corporate Debtor will bear the expenses for the litigations mentioned above. It is further clarified in an event of any recovery or monetary award being received as a result of the said avoidance proceedings, the Resolution Applicant and Corporate Debtor shall have the right to recover/set off the expenses borne by the Corporate Debtor with respect to the said proceedings in respect of Avoidance & Other Transactions before transferring the amounts to IDBI Bank for purposes of distribution to the assenting Financial Creditors pro rata to their admitted claim. d. The secured Financial Creditor shall be entitled to take all steps and remedies and recourse available to it in respect of Avoidance & Other Transactions. All litigation costs in pursuing Avoidance & Other Transactions shall be borne by the Corporate Debtor and can be set off by the Corporate Debtor against any recoveries made in respect of such transactions.

K) Information Memorandum to Prevail:

In preparing this Plan and the financial proposals contained herein, we have relied solely on the information provided by the Resolution Professional in the Information Memorandum, Addendum to the Information Memorandum and the information uploaded on the virtual data-room. In the event there are any differences between the amounts owed to the Operational Creditors as set out in the updated Information Memorandum, the information uploaded on the Virtual Data-Room and any information received from RP office by e-mails such other information shall be disregarded, and any amounts reflected as due from the Corporate Debtor to any person in such other sources shall immediately, irrevocably and unconditionally stand extinguished and waived on the Closing Date, and no person shall have any further rights or claims against the Corporate Debtor with respect to any such Liabilities, whether accrued or not. Having said the above, each such amount/claim/liability, is a “claim” and “debt”, each as defined under the IBC, and consequently would qualify as “operational debt” (as defined under the IBC) and therefore the full amount of such claims/amounts shall be deemed to be owed and due as of the NCLT Approval Date, the estimated liquidation value of which is NIL. However, the Plan envisages payment to the Operational Creditors as detailed above. Further, the expenses incurred during the CIRP period to keep the Corporate Debtor as going concern in ordinary course of business shall be paid as part of CIRP cost.

L) The Corporate Debtor and its Shareholders:

i. The Corporate Debtor:

After implementation of the Plan, the Corporate Debtor is expected to benefit from:

(i)

The expertise of the Resolution Applicant in restructuring distressed companies;

(ii)

Infusion of fresh funds by the Resolution Applicant;

(iii)

Induction of a professional management team and Board of Directors with the relevant experience and expertise; and

(iv)

Any future investments that may be made in the Corporate Debtor by the Resolution Applicant.

ii. Existing Promoter and Promoter Group:

The existing shares of the Promoters and Promoters Group of the Corporate Debtor shall be written down fully and shall be reclassified as non-promoters under all Applicable Laws. The said existing Promoters of the Corporate Debtor will cease to be a Promoter of the Corporate Debtor with effect from the Closing Date.

iii. No Liabilities to Related Parties

The Corporate Debtor shall have no Liabilities towards the persons currently classified as Promoter or Promoter Group (including the existing Promoter Group), persons acting in concert with Promoters, holding companies, subsidiary companies, associate companies, group companies and / or their respective Affiliates / associates. However, it is clarified that all claims of the Corporate Debtor, if any, against such parties (and all Liabilities of such parties towards the Corporate Debtor) shall remain outstanding, due and payable in accordance with their terms.

iv. Liabilities in relation to the Existing Promoter Group

i.

The Corporate Debtor and/or the Resolution Applicant and their respective Affiliates shall not in any manner be implicated in, or in any manner adversely affected by, or have any Liability in relation to, any investigations / proceedings / orders or any matters relating to the existing Promoter Group, holding companies, subsidiary companies, associate companies and / or group companies of the Corporate Debtor and is subject to Section 32A of the Code.

ii.

Any Liabilities, claims, demands, capital contributions or any other form of financial commitment, including but not limited to pledge of shares or any security interest created or provided, whether guaranteed or contractually agreed in writing or otherwise by the Corporate Debtor, on behalf of its subsidiary companies, associate companies, group companies and/or their respective Affiliates, shareholders / associates, as the case maybe, which are in existence prior to the Closing Date and which may be invoked prior to the Closing Date or at any time thereafter, shall stand irrevocably and unconditionally waived and extinguished.

M) Plan to Prevail

The Resolution Applicant shall have the right, subject to the Applicable Laws, to negotiate / amend / modify / cancel / terminate all agreements / arrangements / purchase orders / work orders, etc. entered into by the Corporate Debtor, including any joint venture agreements, share subscription agreements and shareholders’ agreements if, on examination by the Resolution Applicant, any terms in relation to such contracts are disclosed or discovered, or determined to be onerous or adversely affect the ‘going concern’ status of the Corporate Debtor. The Resolution Applicant confirms that it will not withdraw the Resolution Plan on the ground that relief sought in this Clause is rejected.

N) Securities Free of Encumbrances

i.

The securities of the Corporate Debtor including NCDs, CRPS, equity shares etc, that are issued to and/or are acquired by either of the Resolution Applicants or Financial Creditors pursuant to this Plan, shall be acquired free and clear of all security interests and encumbrances.

ii.

All outstanding letters of offers or invitations issued by the Corporate Debtor to any person, including the Financial Creditors, for subscription to securities of the Corporate Debtor (if any) shall stand withdrawn, revoked and abandoned and all the documentation (other than for financing arrangements and for assignment of loans) required for implementation of the Plan be deemed to have been executed, revised, enforced, as the case may be, on and from the NCLT Approval Date.

iii.

Financial Creditors can exercise their rights/claims over Security/ Guarantees provided by the existing Promoter or Promoter Group of the Corporate Debtor for the financial facilities/arrangements granted to the Corporate Debtor before the NCLT Approval Date provided the existing Promoters or Promoter Group shall not have any subrogation rights/claims on Corporate Debtor pursuant to such invocation of Security/ guarantees by Financial Creditors. However, obligation/liabilities of personal guarantee of the existing Promoter Group under various guarantee agreement in favour of the financial creditors are not cancelled/revolved/affected by this Clause.

O) Extinguishment and Waiver of Claims & Liabilities

i.

Guarantees: Unless otherwise decided by the Resolution Applicant at their sole discretion to continue with any bank guarantees for uninterrupted operations of the Corporate Debtor, upon approval of this Resolution Plan by the Adjudicating Authority, all obligations, Liabilities, claims or proceedings in relation to any corporate or other guarantees, indemnities, letters of credit and all other forms of credit support, whether or not such guarantees or letters of credit, indemnities, etc form part of the admitted financial debt, whether or not invoked or being capable of being invoked provided by the Corporate Debtor prior to the Closing Date, shall immediately, irrevocably and unconditionally stand annulled, extinguished, waived, withdrawn and abated on and from the Closing Date, including but not limited to any form of credit support for persons that are currently Affiliates, Promoters or Promoter Group (including the existing Promoter Group), persons acting in concert with Promoters, holding companies, subsidiary companies, associate companies and / or group companies of the Corporate Debtor and the Company and/or the Resolution Applicant and/or its Affiliates shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto in any manner whatsoever. . It is clarified that, any cash balances, margin money or security deposit held against issue of guarantees or letters of credit, indemnities, etc, with banks and/or Financial Creditors only shall be released to IDBI Bank for purposes of distribution to assenting Financial Creditors pro rata to the claim amount admitted. It is clarified that no creditor(s) shall be entitled to set off or adjust any security deposit held by them (by whatever name and in whichever form), for recovery of any outstanding dues, claims, Liabilities, etc owed or payable by the Corporate Debtor.

ii.

Right of Subrogation: Any person (including the existing Promoter Group) that has provided any form of security and / or guarantee (including the existing Promoter Guarantee(s)) for and on behalf of, and / or in order to secure any obligations of the Corporate Debtor (whether by way of hypothecation, pledge, mortgage, or otherwise), shall not be entitled to exercise any subrogation rights in respect of such arrangement, and they shall have no rights or claims against the Corporate Debtor and/or its assets. All obligations, Liabilities, claims or proceedings against the Corporate Debtor and/or its assets in this regard shall be deemed to be owed and due as of the NCLT Approval Date, and shall immediately, irrevocably and unconditionally stand extinguished, waived, withdrawn and abated on and from the Closing Date.

iii.

Treatment of Debts barred by Limitation: As of the Closing Date, any debt owed by the Corporate Debtor to any creditor, which is barred by limitation under the Applicable Laws, shall immediately, irrevocably and unconditionally stand extinguished, waived and withdrawn on and from the Closing Date, and no person shall have any further rights or claims against the Corporate Debtor in this regard.

iv.

Treatment of any Security Interest created by Corporate Debtor for borrowings by Group Companies: On acquisition of the Corporate Debtor as going concern by the Resolution Applicant, the security interest created, on the assets held or owned by Corporate Debtor, in favour of any Financial Creditor or any other person for the borrowings by Group companies including Affiliates and subsidiary companies shall stand released / discharged. The Resolution Applicant and/or its Affiliates undertakes that, it shall implement the Resolution Plan notwithstanding the outcome of any litigation undertaken on account of extinguishment of charge in respect of Edelweiss ARC except where there is an order of any court or tribunal restraining implementation of the Resolution.

P) Effect of Plan post NCLT Approval Date

Upon receipt of the approval of the Adjudicating Authority under Section 30 of the IBC, the provisions of this Resolution Plan approved under the Code shall pursuant to Section 238 of the Code, have effect, notwithstanding anything inconsistent contained in any other law for the time being in force or any instrument having effect by virtue of such law. In the event of any repugnancy or inconsistency between this Resolution Plan and any other documents executed in pursuance to this Resolution Plan, the provisions contained in this Resolution Plan shall prevail for all purposes and to all intents.

Q) Statement as to how the Plan has dealt with the Interests of all Stakeholders

The Resolution Applicant submits that the interests of all the stakeholders, including the Financial Creditors, Operational Creditors and other creditors of the Corporate Debtor has been addressed / dealt as under:

Sr. No.	Particulars	Interests of all Stakeholders
1.	CIRP Costs	The estimated unpaid CIRP cost is Rs. 64.82 Crores (Rupees Sixty Four Crores Eighty Two Lakhs Only). The Resolution Plan provides for 100% payment in accordance with the Code. It is clarified that the actual unpaid CIRP cost in excess of Rs. 64.82 Crores (Rupees Sixty Four Crores Eighty Two Lakhs Only) shall be met as specified under Clause 4(A) above.
2.	Workmen dues	Rs. 9 crores (Rupees Nine Crores Only) i.e., about 13.38 % of the admitted claim as detailed under Clause 4(B) above. It is clarified that 100% of Workmen Liquidation Dues shall be. It is clarified that if the Workmen Liquidation Dues exceeds Rs. 9 crores (Rupees Nine Crores Only), any incremental amount shall be met as specified under Clause 4(B) above.
3.	Employees dues	Rs. 0.49 crores (Rupees Forty Nine Lakhs) i.e., about 4.20 % of the admitted claim.
4.	Financial Creditors	a. Rs. 467.26 crores (Rupees Four Hundred Sixty Seven Crores Fifty Twenty Six Lakhs Only) i.e., about 37.29 % of the admitted secured claim of the Financial Creditors. b. Rs.85.15 crores (Rupees Eighty Five Crores and Fifteen Lakhs Only) i.e., about 4.43% % of the admitted unsecured claim of the Financial Creditors.
5.	Operational Creditors (Other the Workmen and Employees)	The liquidation value estimated by the Resolution Applicant is inadequate to even meet the admitted claim of the secured Financial Creditor and as per Code the amount payable to the Operational Creditors is NIL. However, the Resolution Plan envisages ex-gratia payment of Rs. 8.44 crores (Rupees Eight Crores Forty Four Lakhs Only) i.e., about 4.78% of the admitted claim to the Operational Creditors (other than workmen and employees).
6.	Other Creditors (Related Parties)	No payment is envisaged to the admitted claim amount for the Related Parties.
7.	Existing Equity holders	Promoters and Promoters Group: 100% of the existing shareholding shall be extinguished as per the Applicable Laws. Non Promoters and Promoters Group: The existing equity holding and those held by persons other than Promoters / Promoters Group shall be written down such that their existing holding of Rs. 251.77 crores (Rupees Two Hundred Fifty One Crores and Seventy Seven Lakhs Only) being shares with face value of Rs. 2 (Two) constituting 97.32% stake shall be reduced to Rs. 4.125 crores (Rupees Four Crores and Twelve Lakhs Fifty Thousand Only) being shares with face value of Rs. 10 (Ten) constituting 7.5% stake in the proposed shareholding pattern. Fresh equity shares will be issued to the eligible shareholders. Fractional shares will be sold by an appointed trustee and the amount realized will be credited to the eligible shareholders.

Since the interests of all the stakeholders has been dealt with therefore, the proposed Resolution Plan is viable and feasible.

R) Sources of Funds

The below mentioned table gives a break-up of the maximum total funds that will be available for satisfaction of debts of the Corporate Debtor and meeting the capital expenditure and working capital requirement of the Corporate Debtor.

Facility	Amount	Timelines for infusion / Utilisation
Equity	46.75	Upfront, within 60 (Sixty) days from the date of NCLT Approval Date. The utilisation thereof, will in the following order of priority: (Rs. Crore) CIRP Cost 64.82 Additional amount towards CIRP Costs 5.71 Workmen Liquidation Dues 9.00 Employees 0.49 Government Dues 0.32 Financial Creditors$ 109.29 Total 189.63 $ The Financial Creditors who do not vote in favour of the Resolution Plan, such creditors shall be paid in accordance with sub-section (1) of section 53 in the event of a liquidation of the corporate debtor. Further, as per regulation 38(1)(b) of the CIRP Regulations, the amount payable under a resolution plan to the Financial Creditors, who have a right to vote under sub-section (2) of section 21 and did not vote in favour of the resolution plan, shall be paid in priority over Financial Creditors who voted in favour of the plan.
Debt 1	142.88
Debt 2	229.24	Timelines for Amount Utilisation utilization of Debt 2* Within 1 year 55.00 Capex / Working Capital Within 1 year 8.12 Other operational creditors Within 2 years 49.87 Redemption of CRPSs Within 3 years 116.25 Redemption of NCDs Total 229.24

CIRP Cost	64.82
Additional amount towards CIRP Costs	5.71
Workmen Liquidation Dues	9.00
Employees	0.49
Government Dues	0.32
Financial Creditors$	109.29
Total	189.63

Timelines for utilization of Debt 2*	Amount	Utilisation
Within 1 year	55.00	Capex / Working Capital
Within 1 year	8.12	Other operational creditors
Within 2 years	49.87	Redemption of CRPSs
Within 3 years	116.25	Redemption of NCDs
Total	229.24

		* The NCDs/CRPSs will be issued within 90 days of Closing Date. The NCDs/CRPSs will be issued before dissolution of the Monitoring Committee.
Sale of assets#	277.00	Within 3 (Three) years from the date of upfront payment. The net realisation from the sale will be utilised for redemption of NCDs issued to the Financial Creditors to the extent of Rs 277 crores.
Conversion into equity	4.13	At the time of allotment of equity shares to the Resolution Applicant.
	700.00	Total Financial Outlay
	9.37	Additional sum of 9.37 crores will be brought in by the Resolution Applicant only in the event of shortfall towards estimated unpaid CIRP Costs for the next 1 year.

Note 1: The redemption of NCD shall take place by infusing (i) Rs. 116.25 crores (Rupees One Hundred Sixteen Crores Twenty Five Lakhs Only) through the Loan 2 facility and (ii) Rs. 277 crores (Rupees Two Hundred Seventy Seven Crores Only) realised from the sale of assets. Therefore, the total amount reserved for NCD redemption is Rs. 393.25 crores (Rupees Three Hundred Ninety Three Crores Twenty Five Lakhs Only.)

Note 2: In the event the sale proceeds of said assets to the extent of Rs. 277 crores (Rupees Two Hundred Seventy Seven Crores Only) contemplated is not realised on or before expiry of NCD redemption date, the Resolution Applicant shall fund the shortfall and arrange to make payment to the NCD Holders entitled thereto.

Note 3: The proposed amount of NCDs and CRPS may change pursuant to payment to the dissenting Financial Creditors on account of the surplus available being difference between amount allocated under Resolution Plan and the liquidation value actually payable to such dissenting Financial Creditors which surplus shall be allocated to the assenting Financial Creditors in the manner set out herein.

Note 4: Minimum 51% of equity infusion shall be by Resolution Applicant and the remaining shall be infused by Affiliates or a Financial Investor.

Note 5: Debt contemplated will be raised by the Corporate Debtor by way of loans or unsecured listed NCDs or any other form of debt.

Note: 6 In the event there are any dissenting Financial Creditors and if the liquidation value payable to them is lower than the sum allocated under the Resolution Plan, any surplus arising after payment of estimated unpaid CIRP Costs will be available for distribution pro rata to the assenting Financial Creditors in the form of NCDs and CRPS in the proportion of the payout allocated to them under the Resolution Plan.

S) Approval Process of Resolution Plan by CoC

T) Term of the Plan and its Implementation Schedule:

U) Reconstitution of Board of Directors and Management of the Corporate Debtor:

V) Supervision of Plan Implementation & Management of Affairs of Corporate Debtor

i.

Prior to the Closing Date:

a. After the approval of the Resolution Plan by the Adjudicating Authority, the rights of all shareholders of the Corporate Debtor will remain suspended, the existing Board of Directors of the Corporate Debtor will be deemed to have demitted office.

b. During the period between the NCLT Approval Date and the later of (a) Closing Date, and (b) issuance of the NCDs and CRPSs (“Interim Period”), a monitoring committee shall be constituted (“Monitoring Committee”) which shall comprise of the erstwhile Resolution Professional, 1 (one) representative from the secured Financial Creditors and 1 (one) representative from the Resolution Applicant. Without prejudice to the fact that the infusion of the Total Financial Outlay into the Corporate Debtor is made by the Resolution Applicant and/or the Affiliate, the Resolution Applicant along with the Monitoring Committee shall ensure proper implementation of this Resolution Plan.

c. During the Interim Period (i) The Monitoring Committee shall supervise the implementation of the Plan; (ii) The Monitoring Committee may decide to appoint advisors, legal and technical consultants, etc. as may be required; and (iii) The management and operations of the Corporate Debtor shall be undertaken and monitored by the Monitoring Committee in the ordinary course and on a going concern basis, and the existing Promoter Group shall not, during such period, participate in the Corporate Debtor’s management.

d. During the Interim Period, the erstwhile Resolution Professional shall receive a fee of Rs. 2 (Two) lakhs per month. The members of the Monitoring Committee may decide to avail advisory/ legal services, if required and the fee payable for the services will be decided by the Monitoring Committee (including any legal costs which have arisen or may arise out of or in connection with the CIRP of the Corporate Debtor).

e. During the Interim Period, all the decisions which could otherwise have been taken by the Corporate Debtor’s Board shall be taken by the Monitoring Committee and that the Corporate Debtor’s Board shall have no authority whatsoever to conduct the business of the Corporate Debtor. Any decisions taken by the Corporate Debtor’s Board during the Interim Period shall be null and void and not be binding on the Monitoring Committee and/or the Corporate Debtor. All decisions of the Monitoring Committee shall be by way of a majority vote of all members present and/or voting.

f. Without prejudice to the foregoing, it is hereby clarified that all costs and fees relating to any pending disputes, ongoing litigations or any appeals filed on or prior to the Closing Date, where such disputes/ litigations pertain to the CIRP of the Corporate Debtor and/or the Resolution Plan, and wherein the Resolution Professional is or has been made a party, such costs and expenses shall be met by the Corporate Debtor. By virtue of the order of Adjudicating Authority approving the Resolution Plan and on implementation of the Resolution Plan the Resolution Applicant shall bear the costs and expenses for such disputes that pertain to the CIRP of the Corporate Debtor and/or the Resolution Plan to the extent of Rs. 10 (Ten) lakhs. For incurring any such costs and expenses disputes that pertain to the CIRP of the Corporate Debtor and/or the Resolution Plan which exceed Rs. 10 (Ten) lakhs, the prior written consent of the Resolution Applicant shall be obtained. It is clarified that the Resolution Applicant and/or its Affiliates shall not bear any costs pertaining to the abovementioned disputes during the pendency of appeal/stay imposed on the implementation of this Resolution Plan.

g. Further, the Monitoring Committee shall be required and entitled to do all such acts, deeds, matters and things as may be necessary, desirable or expedient to implement and give effect to this Resolution Plan in accordance with its terms and shall act under the supervision of the NCLT.

h. By virtue of the NCLT approval order the Monitoring Committee shall be authorized to implement the Plan in accordance with its terms. The Monitoring Committee or its members or the entities nominating such members for all acts done in good faith, in respect of the Resolution Plan Process including monitoring and management of the Corporate Debtor, shall not in any manner be liable for any and all such actions and/or omissions. Further, no liability shall be imposed on, or deemed to have been imposed on, or assumed by, the members of the Monitoring Committee and/ or their advisors, by virtue of the powers, duties and responsibilities being exercised in terms of the interim governance mechanism provided under supervision of plan implementation and management of affairs of corporate debtor including, for instance, being classified as an occupier, persons in control or officer in default etc., under any Applicable Laws. Further, no suit, prosecution, or other legal proceeding shall lie against the members of the Monitoring Committee and/ or their advisors, for anything which is done in good faith or intended to be done in good faith under or pursuant to the terms of the Plan and the IBC or CIRP Regulations.

i.

The costs incurred in continuing the business of the Corporate Debtor during such period shall be arranged for by the Resolution Applicant.

j. If so required by the Monitoring Committee, the current management team of the Corporate Debtor will undertake all such actions and shall do all such acts, deeds and things as may be necessary to implement the Plan (including executing any and all documents as may be required for the purposes of implementation of the Plan).

ii.

On the closing date:

a. The Board of Directors of the Corporate Debtor shall be re-constituted in the manner determined by the Resolution Applicant, in accordance with Applicable Laws. All powers of the Board of Directors of the Corporate Debtor under Applicable Laws shall be restored, and the Board of Directors shall be entitled to exercise all powers of Board of Directors under Applicable Law, including under Section 179 of the Companies Act, 2013.

b. The entire management team (including key managerial personnel) of the Corporate Debtor shall be reconstituted in the manner determined by the Resolution Applicant.

c. The statutory auditor of the Corporate Debtor shall be deemed to have vacated its office, and, a person nominated by the Resolution Applicant, shall be designated and appointed as the statutory auditor of the Corporate Debtor on the same day when the existing statutory auditors deemed to have vacated the office.

d. All powers of attorney and / or other corporate authorizations or mandates issued by the Corporate Debtor to any person to enable such person to carry out various functions of the Corporate Debtor, to sign and execute various documents and / or represent the Corporate Debtor, and to operate the bank accounts of the Corporate Debtor shall stand revoked with immediate effect, and the re-constituted Board of Directors of the Corporate Debtor shall be entitled to issue powers of attorney and / or other corporate authorizations or mandates so as to authorize such persons as it deems fit to carry out such functions of the Corporate Debtor, sign and execute various documents and / or represent the Corporate Debtor, and to operate the bank accounts of the Corporate Debtor.

e. Constitutional documents of the Corporate Debtor shall stand amended if required, in the manner determined by the Resolution Applicant. The Resolution Applicant will have the right to change the name of the Corporate Debtor appropriately, if required, in due course of time.

f. The Corporate Debtor to make necessary filings and notifications to relevant Governmental Authorities in respect of the foregoing actions within the timelines prescribed under Applicable Laws. The Resolution Applicant may authorize some employee of the Corporate Debtor for making the said filings. The Financial Creditors will cooperate to provide all supporting documents as maybe required for making such filings and notifications.

iii.

On and after the Closing Date:

a. The Resolution Applicant shall hold 85% of the issued and paid up equity share capital of the Corporate Debtor. The Resolution Applicant also confirms to hold and maintain 51% or more of the equity shares and voting rights of the Corporate Debtor, with a minimum lock in period of 1 (one) year as per the terms of the RFRP and control the management and affairs of the Corporate Debtor.

b. On the Closing Date, the Resolution Applicant shall acquire control over the Corporate Debtor, and shall thereafter, supervise the implementation of the Plan in accordance with its terms. The Monitoring Committee shall stand dissolved as provided in the Resolution Plan without any further action or deed required from the Corporate Debtor, Resolution Applicant or Monitoring Committee or any other person.

c. All powers of the Board of Directors of the Corporate Debtor under Applicable Law, shall be restored, and the Board of Directors as re-constituted shall be entitled to exercise all powers of a Board of Directors under Applicable Laws, including under Section 179 of the Companies Act, 2013.

d. On and from the Closing Date, the management team of the Corporate Debtor (including any key managerial personnel as defined in the CA 2013 (“KMP”) shall be reconstituted by the Resolution Applicant in accordance with this Plan. Each of the directors and/or KMP whose offices are being vacated pursuant to the provisions of the Resolution Plan shall have no claim against the Company either in law or tort including on account of any loss of office, profit or repute or otherwise and it is clarified that each of the directors who are also on the roll of the Company as employees shall cease to be the employees of the Company and their services shall deemed to be terminated on the NCLT Approval Date and the order of the Adjudicating Authority, filed with the jurisdictional Registrar of Companies shall be a conclusive proof thereof without requirements of any other document under the Applicable Laws.

e. As of the Closing Date, the auditor of the Corporate Debtor shall be deemed to have vacated its office, and, a person nominated by the Resolution Applicant shall be designated and appointed as the auditor of the Corporate Debtor subject to ratification by Shareholders in the General Meeting.

f. Pursuant to the foregoing, the shareholding of the existing Promoter and Promoters’ Group shareholding will be extinguished and shall cease to be classified as promoters of the Corporate Debtor. All relevant applications and certifications/undertakings required by the relevant authorities shall be provided by the existing Promoter Group.

g. The Resolution Applicant and/or its Affiliates shall in a suitable format submit to the Financial Creditors, who voted in favor of the Resolution Plan, a biannual report on the status of the implementation of the Resolution Plan.

h. Further, it is proposed that following the Closing Date, the Company will investigate as to veracity of any violations, obligations, non-compliances or liabilities if any, and if so, take or cause to be taken remedial actions in this regard within a reasonable period of time, during which time no coercive action be taken against the Company. It is currently expected that a period of 12 (twelve) months from the NCLT Approval Date will be required for the Resolution Applicant and/or its Affiliates to evaluate the steps required to address the same and take steps to remedy such underlying breaches (if found true) to the extent practically possible and subject to the availability of the required documents/ information provided to the Resolution Applicant by the Resolution Professional, without prejudice to the provisions of extinguishment of liabilities contained in this Resolution Plan.

i.

Handover of/ Access to Company records/ assets/ properties: The Resolution Professional/ management and officers of the Company shall allow possession of the premises/ offices of the Company, handover of/ access to all employees, customers, suppliers and all properties (including but not limited to moveable and immoveable, tangible and intangible, personal and real, corporeal and incorporeal), any and all assets and right, title and interest in all properties, fixtures, equipment and available spare parts and any other such component, to the extent available, passwords, bank account details, cheque books, share certificates (if any), pledge release forms, statutory registers, minute books, financial and tax records, all communication with vendors, customers, Government and regulatory authorities and all other books, records and documents pertaining to the Company and its business, information technology systems (including all softwares and hardwares), handover of/ access to ERP system etc. maintained by the Company or on its behalf to the Resolution Applicant on and from the Closing Date.

5. OBSERVATIONS AND FINDINGS:

“Para 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).”

ORDER

“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.”