Lemit Papers LLP vs Rajeshkumar Malani

- A. Your Lordship may be pleased to admit and allow the present application;

- B. The Hon'ble Tribunal may be pleased to allow the reliefs sought in the Acquisition Submitted by the Applicant for the Corporate Debtor M/s Camerich Papers Private limited (Under Liq.)

- C. Your Lordship may be pleased to grant any other relief or relief as may deem fit in the lights of the facts and circumstances of the case.

I. Adverting to the contention of the Learned Counsel for the Appellant that the Adjudicating Authority has erred in denying the sale of the 'Corporate Debtor' as a 'going concern' to the Appellant without including any contingent liabilities, we hold that it is a settled law that when the sale proceeds of a 'Corporate Debtor' are duly distributed in the Order of priority and in the manner prescribed under section 53 of the Code, claims of any other Creditor cannot be entertained contrary to the provisions entailed under section 53; subsequent to the distribution of sale proceeds under section 53, no other entity including any Government entity can claim any past unpaid or outstanding dues against the Appellant who has purchased the 'Corporate Debtor Company' as a 'going concern'. It is significant to mention that the second Respondent/Liquidator has specifically submitted that even these claims by the Uttar Haryana Bijili Vitran Nigam were not submitted in the prescribed form either during the CIRP Process or at the Liquidation stage. We are of the considered view that at this stage subsequent to the sale of the 'Corporate Debtor Company' as a 'going concern: these claims cannot be foisted upon the Appellant. The scope and objective of the Code is to extinguish all claims specifically the ones which were not even made during the CIRP or in the Liquidation stage, to aid the purchaser of the Company as a 'going concern' to start on a 'clean slate'. The Hon'ble Supreme Court in 'Ghanashyam Mishra & Sons (P.) Ltd.' (supra), and in 'CoC of Essar Steel India Ltd. (supra) has laid down the proposition that the purchaser of the Company even in the Liquidation stage cannot be burdened with past liabilities when it is not mentioned in the 'Sale Notice'.

II. It is no longer res Integra that while approving a 'Corporate Debtor' sale as a 'going concern' in liquidation Proceedings without its dissolution in terms of regulation 32(e) of the liquidation Process Regulations, 2016, it is essential to see that the 'Corporate Debtor' is not burdened by any past or remaining unpaid outstanding liabilities prior to the sale of the Company as a 'going concern' and after payment of the sale proceeds distributed in accordance with section 53 of the Code. The Impugned Order in I.A. 889 of 2020 is modified to the extent that the sale of the first Respondent as a 'going concern' is upheld and the direction sought/or in prayer (c) & (e) in CA No.1189 o/2019 seeking extinguishment of past/remaining unpaid outstanding liabilities including contingent liabilities, prior to the sale as a 'going concern', after payment of sale proceeds distributed in accordance with section 53 of the Code, is allowed.

"2.

Appellant was the Successful Auction Purchaser in the liquidation proceeding where assets were sold as going concern on 'as is where is' basis. In the application I.A. No. 880 of 2022, the Appellant in Para 28 has claimed about 30 reliefs and concessions. The Adjudicating Authority has rejected application observing that no relief and concession can be granted.

3.

Learned counsel/or the Appellant has relied on judgment of this Tribunal in "Company Appeal {AT} (Ins.) No. 650 of 2020, Shiv Shakti Inter Globe Exports Pvt. Ltd. v. KTC Foods Private limited". In the aforesaid case with regard to liquidation sale as going concern Liquidator has filed application for certain relief which was related to the past clues and prayer for extinguishment of past / remaining unpaid outstanding liabilities, which was permitted.

4.

We are of the view that the Adjudicating Authority is empowered to consider any application filed by the Liquidator or Successful Auction Purchaser, which may arise with regard to terms and conditions of auction sale or sale as going concern as per the Liquidation Regulation. We, thus, are of the view that end of justice be served in giving liberty to the Appellant to file an appropriate application before the Adjudicating Authority, which may arise from the terms and conditions of the auction sale or sale as going concern, which may be considered by the Adjudicating Authority. The Appeal is disposed of with liberty aforesaid."

RELIEFS SOUGHT:

S. No.	TOPICS	RELIEFS
A.	Treatment of this acquisition	Sale of CD as a going concern may be affected and finalized in the same manner as a Resolution Plan being approved under Section 31 of the code, the reliefs and concessions as available to a resolution plan to be mutatis mutandis made applicable to the present acquisition.
B.	Immunity under Section 32A	The CD and the new management shall be granted all the immunities/ waivers/concessions in all applicable respects under section 32A of the Insolvency and Bankruptcy Code, 2016.
C.	Protection from further liabilities	Upon approval of this application, the claims of the Financial Creditors, Operational Creditors, Employees Workers, Statutory Dues / Claims Guarantors if any and any other class of claimants including foreign liabilities, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown disputed or undisputed, present or future, shall stand settled from the distribution made under section 53 if any, and the remaining dues if any shall stand permanently extinguished and no proceedings on the basis of any such claims or dues shall be carried out or survive or continue against the CD. Purchaser or its

		nominee's/successors/ acquirers shall at no point in time, directly or indirectly, have any obligation, liability or duty in relation to such Creditors. Statutory Creditors shall not have any further right or claim against the Company, in respect of any claim or dues (whether claimed or not) against the Company related to the period prior to the approval of this application.
D.	Satisfaction of all kinds of charges and encumbrances	i. All the agreements entered into by the Company with the past promoters shall be deemed to be terminated. ii. All encumbrances over the assets of the CD shall stand satisfied and MCA/ROC and any other relevant authority to record the satisfaction of all charges, in accordance with the orders passed by this Hon'ble tribunal without waiting for any corresponding satisfaction letters from the respective lenders and the final order passed by this Hon'ble Tribunal shall be a Sufficient proof for satisfaction of charges in the records of MCA, ROC or any other statutory or regulatory authorities and ROC cannot make successful bidder or new management liable for past non compliances of old management and has to update master data. iii. The charges created/registered with any other authority, including past society dues/ Municipal Tax/ Electricity dues under contract or by the operation of law, etc., over the CD or its assets shall stand satisfied and vacated from the date of allowing of this Application. Any dues adjusted against the Electricity Depositor security deposit is to be restored and forming part of the security

		deposit of the CD. Further, the electricity department (i.e. Gujarat Electricity Board) and Paschim Gujarat Vij Company Limited ('PGVCL') shall be directed to reinstate the electricity supply to the Corporate debtor without seeking any payment towards dues prior to the approval of the Acquisition plan and without any adjustment of electricity deposit pertaining to the Corporate debtor and without demanding any additional electricity deposit from the Petitioner. iv. All creditors shall, upon payment of the Sale consideration shall release all the original title deeds, share certificates, pledge of shares documents, and papers held by them in respect of the Company. v. Claimants shall, upon distribution of sale proceeds under Section 53 shall withdraw all litigations filed by the Claimant against the Company. v. Claimants shall, upon distribution of sale proceeds under Section 53 shall withdraw all litigations filed by the Claimant against the Company. vi. The financial creditors shall take all necessary steps to regularise/ clear the CIBIL and other credit bureau of the company from its past liabilities.
E.	Amendment to the Constitutional Documents of the Corporate Debtor.	The constitutional documents of the CD, including the Memorandum of Association and Articles of Association, shall stand revised. The amendment to the Memorandum of Association, including the revision of the capital clause therein, shall be pursuant to the approval of these reliefs and shall not

		require any additional approval from the shareholders or otherwise.
F.	Cancellation of old share capital	The entire existing issued and paid-up share capital shall be reduced to Nil upon the 'Sale as a going concern' of CD being sanctioned by Hon'ble NCLT, and the amount of existing paid-up share capital shall be adjusted in the Capital Reserve account of the Corporate Debtor. Such reduction of share capital of the Company shall be effected as an integral part of the Sale as going concern of CD, and the orders of the NCLT sanctioning the Sale as going concern of CD shall be deemed to be an order under Section 66 of the Act confirming the reduction and no separate sanction under section 66 of the Act will be necessary. The CD shall not be required to add the words 'and reduced' as a suffix to its name consequent upon such reduction. Consequent to the said reduction, the existing share certificates issued by the CD shall stand cancelled and will not have any effect after the Sale as the going concern of CD.
G.	Immunity to Assets / benefits	i. No tangible/intangible/Corporeal or financial assets, including brought forward losses under the Income Tax; TDS Claims; GST Input Tax Credit; Export benefits, shall be lapsed, diminished, or waived for delay in filing of any return wrongly or lately for the period prior to allowing of the present application. ii. The Corporate debtor/ Successful Bidder shall have the full right to recover/ proceed against any party whose account is recoverable in the books of CD as on the date of allowing this application. iii. All deposits made by the Corporate debtor with all statutory authorities and

		/or government bodies including but not limited to Electricity Deposits with Gujarat Electrical Board (GEB), Water Deposits, bank deposits to be continued in the name of the Corporate debtor and shall not be adjusted against any dues of the statutory authorities and/or government bodies. iv. The Corporate debtor shall be allowed to carry forward and set off Carried forward losses and the unabsorbed depreciation in terms of section 70 to 80 of the income tax act, 1961 without attracting provisions of section 79 or any other adverse provisions of the Income Tax Act, 1961 for that matter.
H.	Resignation of Existing Auditors of The Company	The existing statutory Auditors would be deemed to have resigned as Auditors of the Company, and the petitioner would be entitled to appoint alternate Auditors
I.	Old Termination of Legal Proceedings and Litigations against Company	i If any suit, writ petition, appeal, revision, claim, litigation, disputes or other proceedings pending or threatened by any statutory departments or private party in any department/court/tribunal under any law for the time being in force in relation to the CD, in relation to any period prior to the approval of this application, the same shall stand terminated and withdrawn. ii All notices, assessments, appellate or other proceedings pending or threatened of any statutory departments pending in any department/court/ tribunal under any law for the time being in force in relation to the CD, in relation to any period prior to the approval of this Application by NCLT shall stand terminated and withdrawn and all consequential liabilities, if any, shall, stand extinguished and be considered as not payable by the CD on approval of

		this Application by the NCLT and any reassessment, revision or other proceedings would be deemed to be barred in relation to any period prior to the NCLT Approval Date, by virtue of the order of the Adjudicating Authority approving this Application and the CD and new management shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. iii Up to the date of approval of this application, in the event that any balance sheet has not been audited and filed, or any income tax return has not been submitted by the erstwhile management, the Resolution Professional, or the Liquidator, the Applicant/New Management shall not be obligated to file the same. It is further prayed that no assessment or proceedings be initiated for such prior periods, and that the principle of 'clean slate' be applied to the acquisition of the CD as a going concern
J.	Saving of Consent and Licenses	All consents, licenses, approvals, rights, entitlements, benefits, and privileges granted in favour of the CD or to which the CD is entitled or accustomed shall be deemed to continue without disruption for the benefit of the Company.
K.	Incidental Reliefs and concessions	i. With effect from the approval of this application, all outstanding negotiable instruments, issued by the company or any person on behalf of the company, shall be deemed to have been cancelled. ii. The status of the CD in the MCA portal shall be converted to 'Active' from the status of 'liquidation' iii. The purchaser seeks support and assistance of the Liquidator for the smooth functioning of the CD to complete the entire process of transfer

for purchasing the CD as a going concern. iv. The CD shall draw its financial statements in subsequent year(s) so as to reflect the true and fair value of its assets and any consequential loss arising from sale/write off for existing investments/loans/Debtors/Inventories/other current assets shall be available to new management as Business losses as per provisions of the Income Tax Act, 1961.

a. It is submitted that the Respondent/Liquidator was appointed by this Adjudicating Authority vide order dated 08.05.2025 in IA(Plan) No. 2 of 2025.

b. It is submitted that the present application was filed by the Successful Bidder Applicant herein who participates in e-auction on 13.10.2025 and made bid of an amount of Rs.78,00,00,000/- (Rs. Seventy-Eight Crores Only) to purchase the Corporate Debtor as going concern.

c. It is submitted that the application has been filed by the applicant seeking certain reliefs with respect to purchase of Corporate Debtor as a going concern. It is fairly submitted that the reliefs sought by the Applicant are not under the ambit of powers of Liquidator as envisaged under the Code and therefore Applicant has approached this Adjudicating Authority for passing necessary orders.

d. It is submitted that the e-auction for sale of Corporate Debtor as a going concern was published on 19.09.2025. The e-auction was widely published in newspapers open to public/bidders to participate in such e-auction. That auction was successfully conducted on 13.10.2025 wherein Lemit Papers LLP was declared as successful bidder with their offer of Rs. 78 crores. Accordingly, letter of intent was issued by deponent to Applicant Successful Bidder on 13.10.2025 and sale confirmation on 15.12.2025. Copy of E-Auction notice dated 19.09.2025 to be held on 13.10.2025, copy of e-process memorandum of the Corporate Debtor and LOI issued to successful bidder are annexed as Annexure - R2 (Colly.).

e. It is submitted that, the Applicant was declared successful bidder for the e-auction held on 13.10.2025 for Sale of company as a going concern under clause (e) of Regulation 32 of Liquidation Regulations 2016 i.e. Land & Building, Plant & Machinery and Securities & Financial Assets. Further, the Applicant paid the balance amount and Respondent Liquidator herein issued sale certificate to Applicant Successful Bidder on 15.12.2025. Copy of sale certificate dated 15.12.2025 is annexed as Annexure - R3.

f. It is submitted that in view of the direction of this Adjudicating Authority vide order dated 30.01.2026, the Respondent / Liquidator herein produce a chart on the consensus with regards to relief and concession sought by the Applicant incorporated in the present application in the following manner.

List of Reliefs/ Concessions sought which are to be considered by Hon. Adjudicating Authority:

Relief. No.

Particulars of Relief Sought

1.

Other than the sale consideration as set out under this Plan, no other payment or settlement, of any kind, shall be made to any other person or entity in respect of any other claims (whether or not admitted or filed or verified with the Interim Resolution Professional/Resolution Professional/Liquidator) and/or any sub-judice claims including but not limited to pertaining to additional compensation, statutory dues, demands and all such claims against the operational and other creditors of the Corporate Debtor along with any related legal proceedings, in relation to any period prior to the NCLT approval date or arising on account of acquisition of control over the Corporate Debtor by the Acquirer/ Successful Bidder, shall be deemed to have arisen and shall stand irrevocably and unconditionally abated, settled and extinguished. Such extinguishment of claims shall be deemed to form an integral part of the order by the Adjudicating Authority approving this Plan and shall accordingly be binding on all the stakeholders including the Corporate Debtor, its employees, workmen, financial and operational creditors, guarantors, security providers, and other

	stakeholders.
2	Upon Sale as going concern of CD by NCLT the claims of the Financial Creditors, Operational Creditors, Workers, Guarantors if any and any other class of claimants including foreign liabilities or liabilities of subsidiary companies whether Indian or Foreign Companies or firms, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future, shall stand permanently extinguished and no proceedings on the basis of any such claims or dues shall be carried out or survive or continue against the Company. Purchaser or its nominee's/ successors/acquirers shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation to such Unsecured Financial Creditors.
3	Hon'ble NCLT be pleased to give or issue necessary directions and/or instructions to all relevant Government authorities including the ROC that the Corporate Debtor, its directors and its key managerial personnel, officers and employees appointed after the Effective Date not be held liable in respect of all statutory/regulatory non-compliances having occurred prior to the Effective Date, including with respect to various provisions of applicable laws including but not limited to the Companies Act, 1956 and/or Companies Act, 2013 and/or the Taxation Laws and also of non-preparation and non-approval of financial statements for any of the financial years prior to the Effective Date.
4	Any encumbrance or collateral (whether enforced, crystallized or proceeded with or not) over the assets

(created and/or perfected for debt availed by the Corporate Debtor or a third party) (collectively "Security"), that exists by operation of applicable law, or in connection with any debt owed to financial creditors (to the extent such debt has not been acquired or restructured in accordance with the terms and conditions set out herein), Operational Creditors, Other Creditors or any other debt or obligation of the Corporate Debtor, or in relation to a third party (including a related party) whose obligations were secured by the Corporate Debtor by creation of any security in favour of another person, at any time till the Effective Date, shall stand automatically revoked, released, cancelled, withdrawn, dismissed and deemed null and void (as the case may be) and all financial obligations in relation to such security or dispute shall be permanently extinguished on the Effective Date, after payments being made to any such creditors if mandatorily required in accordance with the provisions of the IBC.

5

All amounts actually received by the company under a binding order of a competent court pursuant to exercise of powers and obligations by the Liquidator under section 14, Section 43 to 51 (both inclusive) and section 66 of the IBC will be to the benefit of the approving Financial Creditors and the Corporate Debtor shall transfer any such amounts/assets to the Approving Financial Creditors, after deducting any fees, expenses or any other costs that may be incurred by the Corporate Debtor/SPV and/or the Bidder in respect of such litigation. Any claim against the Corporate Debtor/SPV or the Bidder from any

	counterparty of the aforesaid transactions (in future) arising due to reversal of such transactions shall stand extinguished.
6	Consequently, in relation to the ongoing litigations filed by the Corporate Debtor, including the transaction avoidance application filed by the Resolution Professional under sections 43 to 51 (inclusive) and section 66, shall be pursued by the Financial Creditors of the Corporate Debtor.
7	All the agreements/ understanding/ communication entered into by the Company with the Operational creditors and Statutory Creditors will be deemed to be terminated without any liabilities, claims or obligations whatsoever arising out of or in relation to such contracts extinguished on payment of the amount as stipulated under this Sale as going concern of CD and the Company and the Purchaser or its nominee's/successors/ acquirers shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation to such agreements/documents.
8	The Successful Bidder seeks entire waiver of corporate guarantee given by the Corporate Debtor to the lenders of the Corporate Debtor as well as the waiver of corporate guarantee given by the Corporate Debtor to the lenders of any third party including but not limited to the lenders of associate company, holding or subsidiary company or a company or firm or any other person in which any of the erstwhile promoters, shareholders, directors or relatives whether connected directly or indirectly in any manner whatsoever are interested or having significant influence. Whether or not corporate guarantee holder have submitted their

	claim or not.
9	On the Effective Date, all the outstanding negotiable instruments issued by the Corporate Debtor or by any person acting on behalf of the Corporate Debtor including demand promissory notes, post dated cheques and letter of credit shall stand terminated and the Corporate Debtor's liability under such instruments shall stand extinguished.
10	On the Effective Date, the rights of any person (whether exercisable now or in the future and whether contingent or not) to call for the allotment, issue, sale, or transfer of shares or loan capital of the Corporate Debtor, whether on change of control, or otherwise, shall stand unconditionally and irrevocably extinguished.
11	The existing Board of Directors of the Company shall be deemed to have resigned and cease to be Directors on approval of the Sale as going concern of CD by NCLT and Purchaser hereby propose to appoint new directors as decided by successful bidder.

RELIF AND CONCESSIONS HON'BLE TRIBUNAL MAY CONSIDER

Relief No.	Particulars
1	Hon'ble NCLT be pleased to give a direction to be issued that on and from the Effective Date, the status of the Corporate Debtor in the records of the Registrar of Companies be reflected as 'active' from the status of 'liquidation'.
2	It is clarified that the existing promoters or promoter

	group, managers, directors, officers, or person in charge of the affairs and management of the Corporate Debtor (including any person who was an 'officer in default', 'principal employer', or 'occupier', other than the Liquidator, his representatives and team) prior to the Effective Data shall continue to be responsible and liable for all the liabilities, claims, demand, obligations, penalties etc. arising out of any (i) proceedings, inquiries, investigations, orders, show causes, notices, suits, litigation etc. (including those arising out of any orders passed by the Adjudicating Authority pursuant to sections 43,45, 49, 50, 66, 68, 70, 71, 72, 73, 74 of the IBC) or any acts or omissions in breach of applicable law which occurred prior to the effective Ata; or (iii) that may arise out of any proceedings, inquiries, investigations, orders, show cause, notices, suits, litigation etc. (including any order that may be passed by the Adjudicating Authority pursuant to Sections 43, 45, 49, 50, 66, 68, 70,71, 72, 73, 74 of the IBC).
3	Further, in case of any adverse outcome in the litigation pending before Hon'ble NCLT or any other court including that between the Corporate Debtor and Liquidator/Suspended Board of Directors of present Corporate Debtor/Stake Holder Committee, any of the liabilities and expenses will not be borne by the Successful Bidder and it will be considered and treated as part of the Liquidation process cost.
4	Hon'ble NCLT be pleased to give or issue necessary directions, and instructions to confirm that, on and from the Effective Date, all accounts of the Corporate Debtor and their subsidiary/Associate companies shall stand regularized and their asset classification shall be

"standard" for the purpose of all applicable laws and to issue necessary directions to the respective Credit Rating Agencies or any other agency for the time being to regularize and classify account as standard one. Any default on subsidiary or associate company should impact asset classification of Corporate Debtor. 5The constitutional documents of the Corporate Debtor including the Memorandum of Association and Article of Association shall stand revised. The amendment to the Memorandum of Association, including the revision of capital clause therein, shall be pursuant to the approval of these reliefs and shall not require any additional approval from the shareholder or otherwise. The purchaser may cause amendments to the Article of Association of the Company, upon the authorized persons who will be part of the managing and operating the affairs of the company are identified. 6Upon effect to the share capital as provided at para 2.1 of this scheme, orders of the NCLT sanctioning the Sale as going concern of CD shall be deemed to be an order under Section 66 of the Act confirming the reduction and no separate sanction under section 66 of the Act will be necessary. The Company shall not be required to add the words "and reduced" as a suffix to its name consequent upon such reduction. It is clarified that approval of this Sale as going concern of CD by the NCLT shall be deemed to be the due compliance of the provisions of Section 42 and/or 62(1)(c) of the Act and the other relevant and applicable provisions of the Act for the issue and allotment of equity shares by the CD and no separate resolution or approval of the Company would be required to be passed by the Company for the said issue and allotment of such Equity Shares 7On the Effective Date, the guarantors that have provided guarantees for and on behalf of Corporate Debtor and in order to secure the debt availed by the Corporate Debtor, shall not be entitled to exercise any subordinate rights in respect of such guarantees. 8All licenses and permissions of the Corporate Debtor that have lapsed, expired, been cancelled, terminated or reprocessed, have been reinstated and all non-compliances have been compounded, rectified, waived or dispensed with including but not limited to as mentioned below: i. License for consent to operate from Gujarat Pollution Control Board, ii. License to work a factory under Directorate Industrial Safety and Health Gujarat State. iii. NOC for using ground water from Central Ground Water Authority. iv. Boiler license. 9Paschim Gujarat Vij Company Ltd (PGVCL), the Electricity Department shall not disconnect the connection. Should the connection be disconnected, PGVCL shall restore the same upon payment of the requisite reconnection fees and charges. All antecedent dues prior to the effective date owed to PGVCL shall be extinguished upon the approval of the sale as a going concern by the Hon'ble NCLT, in accordance with section 32A of the Insolvency and Bankruptcy Code. Moreover, the security deposit held with PGVCL shall not be subject to adjustment or set off against any outstanding prior dues of the Corporate Debtor before Effective Date and shall be deemed the deposit submitted by the Bidder upon the Hon'ble NCLT's approval. Also, waiver is sought for the demand charges levied by PGVCL related to the period of temporary disconnection, if any, of electricity. Further, waiver is sought for minimum demand charges on electricity for a period of one year from the Effective Date. 10Approval of the Acquisition Scheme will be treated as waiver and closure approval by NCLT for any cases pending before industrial court, labour court, civil court, criminal court or any Indian court or tribunal relating to unpaid wages and other dues, dismissal of workers, directorate water and electricity bill as well as any other cases related to acts before commencement of corporate insolvency process which are in process or may arise after the approval of Acquisition Scheme. 11Without prejudice to anything set out in this Acquisition Scheme, for any breaches or non-compliances with the provisions of applicable law; or any litigations, investigations or disputes, arising as a result of an alleged breach of contract applicable law or otherwise; which have not been settled, cured and are continuing and which if not settled, cured or remedied may have a material impact on the business, the Successful Bidder will investigate as to veracity of such allegations and if so required, take or cause to be taken remedial actions in this regard within a reasonable period of time, during which time the related litigations/proceedings/investigations should be kept in abeyance and that no coercive action be taken against the Bidder or the Corporate Debtor/SPV. The Successful Bidder will require a period of 3 (three) years from the Effective Date to remedy such underlying breaches or non-compliances. Therefore, in accordance with section 31(4) of the IBC, the Bidder be granted a minimum of 3 (three) years or any subsequent date permitted under such applicable law to make compliance with such laws. For the avoidance of doubt, notwithstanding anything stated herein above, the Bidder, SPV, the Corporate Debtor and the persons in management of the Corporate Debtor after acquisition of control by the Successful Bidder shall not be liable for any liabilities which arise pursuant to such breaches. 12The Scheme seeks waiver of all outstanding statutory dues including but not limited to liability towards TDS, PF, Excise, Service tax, VAT, GST. Accordingly, the Scheme seeks release of all lien/attachments on the FDs by creditors, including financial creditors and government authorities. The Scheme also seeks release of lien on EMD by the customer for closed project. Accordingly, the entire amount lying to the credit or the FDs shall be paid as additional statement consideration to financial creditors upon release of the existing lien/attachment and release of EMD by customer. 13The existing statutory Auditors would be deemed to have resigned as Auditors of the Company and Purchaser would be entitled to appoint alternate Auditors. Company would comply with necessary filing with the office of Registrar of Companies in this regard. 14That upon the approval of the Scheme by Hon'ble NCLT, all pending proceedings relating to the following departments against the CD shall stand irrevocably and unconditionally abated in perpetuity and all 32 violation or breach of any agreement of the Corporate Debtor shall stand condoned or waived, and such agreements shall be treated as if no violation or breach has ever been committed. Central Bureau of Investigation (CBI) cases, if any, against the Corporate Debtor. Enforcement Directorate (ED) cases, if any, against the Corporate Debtor. Recovery suitcases under Debt Recovery Tribunal (DRT), if any, against the Corporate Debtor. Employee State Insurance Corporation (ESI) suits, if any, against the Corporate Debtor. Vigilance and Enforcement Department (Govt. of Gujarat and any other state/central government) cases, if any, against the Corporate Debtor. Pollution department cases, if any, against the Corporate Debtor. Labour department cases, if any, against the Corporate Debtor. Case for non-fulfilling of export obligation/EPCG/DEPB license by Directorate of Revenue Intelligence against the Corporate Debtor, if any. Cases under the Consumer Protection Act, 2019, if any. Other Civil, Criminal cases and local body taxes, if any, against the Corporate Debtor. Cases under the Employees Provident Fund & Miscellaneous Provisions Act, 1952, if any. Cases under Mines Act, 1952, if any.

RELIEF AND CONCESSIONS HON'BLE TRIBUNAL MAY PROVIDE AT IT'S OWN DISCRETION

Relief No.	Particulars
1	Any stamp duty liabilities or tax liability arising pursuant to the transactions contemplated under the Acquisition Scheme shall be exempted or waived off.
2	Hon'ble NCLT be pleased to give a direction to the Ministry of Corporate Affairs (MCA) and Registrar of Companies, Ahmedabad (ROC) that the charges

	registered with them in respect of encumbrances over the assets of the Corporate Debtor shall be satisfied upon the completion of the sale of the Corporate Debtor as a going concern, and that the order passed by this Hon'ble Tribunal shall be sufficient proof for the successful Bidder to satisfy the charge on secured assets with records of MCA, ROC and other statutory and regulatory authorities upon completion of sale and issuance of sale certificate.
3	Hon'ble NCLT be pleased to give or issue necessary directions, instructions to all relevant Government authorities to waive off all penalties, charges, fees, etc. arising out of any non compliances having occurred prior to the Effective Date with respect to various provisions of the applicable laws including but not limited to the property laws, labour laws i.e. the Employee State Insurance Act, the Provident Fund Act, the Industrial Disputes Act, the Payment of Bonus Act, the Contract Labour Act, the Minimum Wages Act, the Equal Remuneration Act, the Factories Act, the Gratuity Act, etc. and to withdraw all/any pending proceedings in case of such labour laws or property laws against the Corporate Debtor for any period prior to the Effective Date.
4	Hon'ble NCLT be pleased to give or issue necessary directions, instructions to all relevant Governmental authorities to continue to make available the licenses and permissions to the Corporate Debtor and waiver from obtaining any approval or no-objection, and the business may continue being carried out as being carried out prior to the CIRP/Insolvency Commencement Date. The Acquirer submits that the

licenses/permissions/certifications including specific Licenses/Certifications/Permissions mentioned hereunder, should be regarded as renewed/revalidated in case if the same have expired as on the effective date and the benefits thereof shall continue to be made available to the Acquirer/Corporate Debtor: the as i. Authorized Economic Operator T1 certificate issued by Ministry of Finance, Government of India dated 18.11.2019. ii. Certificate for use of Boiler issued by the Gujarat Boiler Inspection Department dated 03.06.2022. iii. Consent to Operate- Authorization certificate issued by the Gujarat Pollution Control Board for manufacture of paper and paper boards and all other paper products- of the capacity of 9,000 MT per month dated 26.04.2019 iv. Registration-cum-Membership certificate issued by CAPEXIL dated 30.04.2018. v. Factory license issued by the Directorate of Industrial Safety and Health Gujarat State dated 01.06.2018. vi. GST registration certificate dated 17.10.2017. vii. Importer-Exporter Code issued by Ministry of Commerce and Industry, Director General of Foreign Trade, Government of India dated 26.06.2021. viii. ISO 9001:2015 certificate issued by TQV ix. IM acknowledgement issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India dated 09.06.2016. x. FSC certificate issued by TUV DIN CERTCO dated 10.05.2021. xi. Weigh Bridge certificate dated 10.02.2022 issued by Department of Weights & Measures, Government of Gujarat.

5

Hon'ble NCLT be please to give or issue necessary directions, instructions to the Central Board of Direct Taxation (CBDT)/Jurisdictional Principal Commissioner

of Income Tax, to grant the reliefs/exemptions/waivers from (i) applicability of the provisions of section 170 of the Income Tax Act, 1961, in the hands of Acquirer/Bidder which deals with successor liability of Bidder in respect of outstanding tax liabilities of the Corporate Debtor, in respect of transactions arising as a result of giving effect to the Acquisition Scheme; (ii) applicability of the provisions of section 79(1) of the Income Tax Act, 1961 which prohibits the carry forward and set off of the Losses incurred by the CD relating to the period prior to the effective date, consequent upon the change in the Shareholding of the CD as contemplated in this acquisition plan; with a specific direction that the carve out/exception provided in Section 79(2)(c) of the Income Tax Act, 1961 should be made available to the Acquirer/CD without the need of the CD being afforded a reasonable opportunity of being heard by the Jurisdictional Principal Commissioner; (iii) from applicability of the provisions of section 281 of the Income Tax Act, 1961, for implementation of various transaction contemplated under this Acquisition Scheme including the requirement of obtaining a noobjection certificate from income tax authorities in respect of all the pending proceedings and dues (including interest and penalty) of the Corporate Debtor arising and relating to the periods up to the Effective Date (including such proceedings and dues for periods prior to the Effective Date that may crystallize subsequent to the Effective Date; and (iv) from treating any truncations contemplated in this Acquisition Scheme as being void or non-compliant with any provisions of the Income Tax Act, 1961.

6The Waiver of principal Loan amount/and/or waiver of any other creditors (operational/financial/unsecured loan/other liabilities) as well as waiver of interest as appearing in the books of accounts of the Company as on the date of approval of the Sale as going concern of CD by NCLT and such written back amount will be credited to capital reserve in the books of account following approval of the Sale as going concern of CD by NCLT and shall not be taxed as perquisite or benefits under section 28(iv) and cessation of liability under section 41(1) or any other relevant sections/rules/regulations of the Income Tax Act and shall also not be liable for MAT tax under the provisions of Income Tax Act, 1961. 7The Corporate Debtor shall draw its financial statements in subsequent year(s) so as to reflect the true and fair value of its assets by writing-off the book value of its assets including but not limited to book, debts, inventories etc. and such write-off shall be claimed as losses under the provisions of the Income Tax Act, 1961 8Waivers of MAT and income tax liability on account of write off of loans: To the extent not paid and settled under this Acquisition Scheme, waiver of any applicable Minimum Alternate Tax (MAT) or other income tax and (interest, penalty, charges there on by any name called) on the Corporate Debtor, Bidder and its directors and shareholders arising from directly or indirectly in any manner whatsoever, implementation of Acquisition Scheme, including but not limited to liabilities if any under other related laws with Income Tax Act and particularly under sections 28, 41, 43, 47 to 55, 56, 70 to 80, 115JB and 270 to 280A of Income Tax, 1961 (:IT Act'), and CBDT circulars, notifications, clarifications and judicial pronouncements in this regards, including, without limitation (A) waiver of any income tax or MAT liability on the Corporate Debtor or Bidder or its associates, related parties pursuant to subscribing to equity shares of the Corporate Debtor in accordance with the approval of Acquisition Scheme; (B) waiver of MAT and income tax implication arising due to sale or transfer of asset(s) in the manner falling under the provisions of section 2(47) of Income Tax Act or (C) impairment of surplus/obsolete assets; (D) waiver of MAT and income tax implication arising due to write back/write off of liabilities in the books of accounts of the Corporate Debtor and without in any manner affecting brought forward losses and book loss/depreciation, pursuant to this Acquisition Scheme. Corporate Debtor should be allowed to carry forward losses under Income Tax Act. 9Under section 115JB of the Income Tax Act, 1961, an Assessee company for which a rehabilitation scheme was approved or reference was made under the provisions of the erstwhile Sick Industrial Companies (Special Provisions), Act, 1985 was not subject to minimum alternate tax until the net worth becomes positive. Accordingly, a benefit would be extended to an Acquisition Scheme approved in accordance with IBC since IBC supersedes all other applicable law and deals with the same subject matter as the erstwhile Sick Industrial Companies (Special Provisions), Act, 1985. In light of this, upon approval of this Acquisition Scheme by the Adjudicating Authority, the Central Board of Direct Taxes, Department of Revenue, Ministry of Finance, Government of India (hereinafter referred to as "CBDT/DOR") shall be deemed to: (i) exempt income/gain/profits, if any, arising as a result of giving effect to the Acquisition Scheme from being subjected to minimum alternate tax in the hands of company under the provisions of the Income Tax Act, 1961; (ii) (ii) exempt income/gain/profits, if any, arising as a result of giving effect to the Acquisition Scheme from being subjected to tax in the hands of the company under the provisions of the Income Tax Act, 1961; (iii) grant an exemption to receive all income without deduction of any tax under the provisions of Chapter XVII-B of the Income Tax Act, 1961 for a period of 10 (ten) years from the Closing Date; and (iv) waive all liabilities in respect of taxes (including interest and penalty) arising in respect of periods up to the Closing Date, including such liabilities for the period up to the Closing Date that may crystallize subsequent to the Closing Date. 10Income tax refund during the CIRP and Liquidation period shall not be adjusted with pre CIRP period income tax dues, if any and the same shall be refunded to the Acquirer along with the Interest due thereon. 11The Corporate Debtor shall continue to remain eligible for allowances of set off or carry forward and set off in terms of sections 70 to 80 of the Income Tax Act, 1961 and the same shall be allowed to be carried forward for set off on approval of the Acquisition Scheme by the Hon'ble Adjudicating Authority. The late return filing taxes, fees, interest, penalties and other charges for late filing of the said returns/unpaid tax liabilities/demands and provisions relating to disallowance of carry forward and set off or losses on late filing of return shall stand deleted/waived without any further submission or application or appeal in that regard. 12Hon'ble NCLT be pleased to give or issue necessary directions, instructions to the Central Board of Direct Tax to waive off all the duties and liabilities, if any, in respect of Professional Tax, liability under The Gujarat State Tax on Professions, Trades, Callings and Employments Act, 1976 of Corporate Debtor. 13Hon'ble NCLT be pleased to give or issue necessary directions, instructions to all relevant government authorities to provide reliefs from any noncompliance by Corporate Debtor, if any, in respect to provisions of Foreign Exchange Management Act, 1999 and Foreign Exchange Regulation Act. 14To waive off all the past Municipal Taxes/Gram Panchayat Taxes/local taxes that may be pending/outstanding as of the date of approval of this Acquisition Scheme by the Hon'ble NCLT. 15To give exemption of tax liability charged by the local authority for advertisement/hoarding purposes. 16To give exemption for any dues pending with land revenue/diversion in relation to the properties in the name of the company as well as the land on which the factory of the CD is built. 17To provide all the essentials approvals and licenses such as environmental license, electricity sanction, fire NOC, Boiler NOC, Police approvals for running the company smoothly and efficiently. 18To provide relief from payment of any stamp duty and registry charges that may arise while taking over the company along with the land mortgaged with the Financial Creditor, being owned by the Corporate Debtor. 19Apart from the relief and concessions mentioned above, Government of Gujarat may also consider providing from time to time such relief and concession of Government of Gujarat admissible to sick units for expeditious revival of the unit. 20Any liabilities arising out of non-registration and inadequate/nonstamping/ absence of registration of the documents executed by the Corporate Debtor prior to the Closing Date would continue against the existing promoters. 21The Corporate Debtor shall not be liable for any non-compliance, default, breach, etc., during the period prior to the Closing Date, in relation to: (i) any contractual arrangements of the Corporate Debtor with counter-parties, including Government and Statutory Authorities; and (ii) failure to take or obtain any approvals consents or permits relating to use of land for premises for industrial purposes. 22The relevant Government and Statutory Authority in relation to tax shall waive any tax or interest and shall not initiate any penal proceedings in case of non-fulfilment of any obligations of the Corporate Debtor in relation to which benefit has been claimed by the Corporate Debtor prior to the Effective Date, including in relation to non-fulfilment of export obligation in respect of customs incentive including but not limited to imports under EPCG license, non-submission of income tax concessional duty rates, non fulfilment of any conditions relating to grant of state incentives, etc. 23The relevant Government and statutory authorities (including the land and revenue authorities) shall provide a reasonable period of time after the Closing Date (which shall not be less than a period of 3 (three) years), for the Successful Bidder to obtain necessary approvals to convert the land parcels over which the Corporate Debtor has freehold or leasehold rights, to use for non-agricultural purposes, and shall waive any non-compliances in this regard. 24The approval of the Acquisition Scheme by the NCLT shall cause the Ministry of Corporate Affairs, Government of India, provident fund authorities, sales tax authorities/service tax authorities/GST Council to waive additional fees/ penal charges for past non-compliance of filling/secretarial obligations. 25Approval for Acquisition Scheme by NCLT will be treated as waiver of the requirements of the valuation of pricing of shares by registered valuer to be computed for issuance of equity shares through preferential allotment to the applicant as well as any other financial investors for a period of 60 months. Request for such waiver is due to the fact that current valuation of the company basis book value on net asset value basis realizable valuation of assets adjust to the current liabilities discounted cash flow of the business will be negative, whereas the applicant is paying premium over face value considering the future potential of the business. 26Approval of the Acquisition Scheme by NCLT will be treated as approval under section 281 of the Income Tax Act 1961 by the selling shareholders and provision of taking over predecessors' tax liability under section 170 of the Income Tax Act 1961 and specific order for treating such transactions as void under section 281 of the Income Tax Act 1961 for any claims in respect of tax or any other sum payable by the selling shareholders 27Approval of the Acquisition Scheme will be treated as specific order to the financial creditors that all the debts of the lenders be it due and pending on any account, gets fully and finally satisfied and extinguished, and there remains nothing to be recovered out of such dues, either from the Bidder, against such loans/dues or from the Corporate Debtor or anyone else. The charges/liens/mortgage/securities created on the existing loans would stand transferred on approval of the sale as a going concern by the Hon'ble NCLT and any existing charge/lien/mortgage/security shall stand fully discharged on all kind of movable or immovable assets of the company whether current or future in nature. 28Secured Creditors shall upon payment of all the amount as stipulated under sale as going concern issue necessary no due certificate to enable the Company to satisfy all charges registered with the office of 36 the Registrar of Companies and or office of sub-registrar/mamlatdar and sign such form /document as is required by such authority in order to satisfy/cancel the charge over the properties of the Company within stipulated time provided under the relevant provisions of law. 29Approval of the Acquisition Scheme will be treated as specific order to the secured financial creditor to upgrade the account of the Corporate Debtor with banks or financial institutions under the CIBIL mechanism to standard category from NPA so as to enable the applicant to revive the business of the corporate data afresh and such action would enable the applicant to take loans for upgradation of the plant and machinery, production facility, working capital requirements for the corporate data which will assist in complete revival. 30Approval of the Acquisition Scheme will be treated as specific orders by NCLT to withdraw all the recovery proceedings against the Corporate Debtor under DRT, SARFAESI, Negotiable Instrument Act or any other law shall be immediately withdrawn by the secured financial creditors from the Effective Date of the Acquisition Scheme. 31Secured Creditors shall upon payment of all the amount as stipulated under this Sale as going concern of CD shall release all the original title deeds, documents and papers held by them in respect of the Company. 32Hon'ble NCLT be pleased to give or issue necessary directions, instructions to all that prior approval of the counterparties of any contract, agreement, licenses and permissions shall not be required to be obtained for change in control/ownership/constitution of the Corporate Debtor. 33Water Resource Department will grant permission to draw water from nearby water resource on commercial term and restore water extraction permission. 34The Corporate Debtor shall be entitled to dispose off its assets, current or non-current, in the manner as it deems fit and losses incurred on disposal of such assets shall be claimed as loss under the provisions of the Income Tax Act, 1961.

REPEATED RELIEF AND CONCESSION SOUGHT BY APPLICANT

g. It is submitted that Applicant herein received entire sale consideration amount of Rs 78,00,00,000/- (Rs Seventy Eight Crores Only) on 12.12.2025 and has been distributed to stakeholders in accordance with Section 53 of IB Code, 2016.

h. The Liquidator submits that there is no objection/denial on the part of the Liquidator with respect to the present application or the relief sought by the Applicant and therefore this Hon'ble Adjudicating Authority may pass appropriate orders as it deems fit.

4.

The Liquidator declares that the Stakeholders being the Creditor/Claimant of the Corporate Debtor shall abide by the decision of the Liquidator in terms of the distribution of sale consideration amongst the Stakeholders in accordance with Section 53 of the IBC or any other applicable provision of the Code.

5.

The Liquidator further declares that the Purchaser shall not be liable against any amount payable or claim of any Stakeholder towards the Corporate Debtor after distribution of the sale consideration, even if any Stakeholder does not receive any amount against their claim in accordance with Section 53 of the IBC.

6.

I hereby, unconditionally and irrevocably confirm the sale of the Corporate Debtor vide issuance of this Sale Certificate dated 12.12.2025, as a going concern, on an "As is where is basis", "As is what is basis", "Whatever there is basis" and "No recourse basis", and the Liquidator shall not be responsible for any shortfall, defect or shortcoming in the movable or immovable assets of the Corporate Debtor.

7.

Upon issuance of this Sale Certificate, the Purchaser has, in an unqualified manner, become the sole, legal and beneficial owner of the Corporate Debtor with all rights, title and entitlements, free and clear of all encumbrances and/or liabilities of any nature whatsoever.

8.

The Purchaser shall get all rights, title and interest over the whole and every part of the Corporate Debtor, including but not limited to its business, assets and contracts, free from any security interest, encumbrance, claim, counter-claim or demur, and no liabilities of any creditor shall remain pending or alive qua the Purchaser. Further, liabilities against all types of claims or dues which have not been filed by any Operational Creditors, Financial Creditors, Other Creditors, Employees, Workmen, Government, Local Authorities etc. stand extinguished against the Purchaser and the Corporate Debtor and its Business Undertaking and no one shall be entitled to initiate or continue any proceedings in respect of such claims.

9.

The Corporate Debtor has been sold by the Liquidator to the Purchaser without any existing encumbrances whatsoever known to the Liquidator. However, the Purchaser has conducted due diligence on all aspects related to the Corporate Debtor to its satisfaction and shall not be entitled to make any claim against the Liquidator or any secured creditor in this regard.

12.

While the sale of the Corporate Debtor has been undertaken as a going concern and therefore the ownership, management and control of the Corporate Debtor has been transferred to the Purchaser, the Liquidator will also physically hand over the business and assets of the corporate debtor to the e auction purchaser.

13.

This Sale Certificate shall be treated as a Delivery Challan for the purpose of the business and assets of the corporate debtor.

14.

All documents, records, title deeds, data and papers of the Corporate Debtor, currently available with the Liquidator immediately prior to the date of issue of this Sale Certificate, shall be handed over by the Liquidator to the Purchaser.

15.

The existing shares / share capital of the Corporate Debtor shall stand cancelled and extinguished without any payment to the shareholders, and the transfer of ownership shall take place by issuance of fresh equity shares to the Purchaser and/or its nominees in accordance with the Companies Act, 2013.

16.

The Liquidator, in consultation with the Registrar of Companies, shall take necessary action to change the status of the Corporate Debtor in the records of the RoC from "Liquidation" to "Active", and the Board of Directors shall be re-constituted.

17.

The Purchaser shall not be liable for any known or unknown, claimed or unclaimed, disclosed or undisclosed statutory dues, tax liabilities or government dues relating to any period prior to 13.12.2025, all of which shall stand extinguished.

18.

Neither the Purchaser nor the Corporate Debtor shall be held responsible or liable for any past claims, proceedings, litigations, investigations or causes of action relating to periods prior to 13.12.2025, and all such claims shall stand permanently extinguished.

A. GOING CONCERN SALE:

B. EXTINGUISHMENT OF PAST CLAIMS:

C. IMMUNITY UNDER SECTION 32A:

D. ENCUMBRANCES AND CHARGES:

E. AMENDMENTS TO THE CONSTITUTIONAL DOCUMENTS OF THE CORPORATE DEBTOR:

F. SHARE CAPITAL AND MANAGEMENT:

G. STATUTORY AUTHORITIES AND TAX RELIEFS:

H. LICENSES, REGISTRATIONS & APPROVALS:

I. RESIGNATION OF EXISTING AUDITORS

J. LEGAL PROCEEDINGS & STATUTORY ACTIONS:

K. MISCELLANEOUS: