Mr. Ajay Murarilal Agrawal vs M/s Vidarbha Infotech Private Limited & Ors.

A. Events relating to CIRP

B. A Brief on the Resolution Applicant and the Resolution Plan

C. Other highlights of the Plan

RESOLUTION PLAN AS SUBMITTED BY RP

SHRIDHAR CASTINGS PRIVATE LIMITED

(Corporate Debtor)

(A company under Corporate Insolvency Resolution Processpursuant to the order dated 17.10.2019

of the Hon’ble National Company Law Tribunal, Mumbai Bench)

Regd Off: 23 Pushpa Kunj Commercial Complex,Central Bazaar Road, Ramdaspeth, Nagpur Maharashtra – 440012

CIN: U27300MH1999PTC122686

Submitted by

M/s PREETTE BUILDER.

(Resolution Applicant)

Regd Off : 206/8

Civil Lines, Nagpur, Maharashtra – 440001

Submitted to

Mr. Ajay Murarilal Agrawal

(Resolution Professional)

In the matter of Shridhar Castings Private Limited

Registration No. IBBI/IPA-001/IP-P-01674/2019 -2020/12584

Regd Off:Shop No.2, 1st Floor, Matoshree Apartments,

Satnami Nagar, Nagpur - 440008

PRIVATE AND CONFIDENTIAL

TABLE OF CONTENTS

A. PREAMBLE

B. INTERPRETATIONS

C. DEFINITIONS

D. ABBREVATIONS

E. DISCLAIMERS…………………………………………………………………………….11

SECTION 1 : THECORPORATEDEBTOR

1.1

About theCorporate Debtor

Table 1 : Shareholders of theCorporateDebtor14

Table 2 : Directors of theCorporateDebtor15

Table 3 : Assets and Liabilities as on 17^thOctober,201915

Table 4 : Securityand Guarantees17

Table 5.1 Guarantee given by CorporateDebtors18

Table 5.2 Amount due from Related Party18

Table 6 : Litigation andContingentLiabilities18

Table 7 : Claim received fromvarious Stakeholders19

Table 8 : Operational Creditors20

SECTION 2 : THERESOLUTIONAPPLICANT

2.1.

BriefBackground

List of work done & cost completed29

2.2

About the partners ofResolutionApplicant

Table 9 :PartnersDetails34

Table 10 : Past Performance and financials as per last three yearsAuditedFinancials34

2.3

Ability to TurnaroundStressedCompanies

SECTION 3 :RESOLUTIONPLAN

3.1

Strategy Proposed byResolutionApplicant

3.2

Infusion of funds for payment of dues towards resolution process costs/ financial creditors/ operational creditors/ governmentduesetc.

3.3

Provision for payment of Insolvency ResolutionProcess Cost

3.4

Proposal for payment offinancialcreditors

3.5

Proposal for the Dues relatedtoworkmen

3.6

Proposal for payment to theOperationalCreditors

3.7

Proposal for theEquityShareholders

3.8

Indicative Timelines of events for implementation ofProposedPlan

3.8.1.

IndicativeTimelines

3.8.2.

Proposed Settlement of Dues Under TheProposedPlan

3.8.3.

Mechanism Regarding Management, Control & Supervision of The Affairs Of The Company

3.9

Waivers, ConcessionsandRelief

3.9.1.

CapitalReduction

3.9.2.

CapitalInfusion

3.9.3.

PersonalGuarantee

3.9.4.

TransactionalAudit

3.9.5.

Release of ChargeandWithdrawals

3.9.6.

RighttoAccess

3.9.7.

Handover Between RP& RA

3.9.8.

Foreclosure ofFinancialCreditors

3.9.9.

Waivers oftheLiabilities

3.10

Eligibility details in relation of Resolution Applicant andConnectedPersons

SECTION 4 : CONCLUDING TERMSANDCONDITIONS

4.1

Other Covenants in the Resolution Plan

4.2

Removal of Difficulties

4.3

Amendment in constitutional documents of the Company

4.4

Execution of the material agreements by the Resolution Applicant

4.5

Approval from various authorities

4.6

Governing Law

4.7

Definitive Documents

4.8

Binding Effect

4.9

Severability

4.10

Affirmative Actions

4.11

Summary statement showing treatment of all stakeholders.

SECTION 5: PRAYER

SECTION 6: CONCLUSION

Compliance report for Resolution Professional

A. PREAMBLE

Pursuant to an advertisement issued by Mr. Ajay Murarilal Agrawal (the “Resolution Professional”) on 26^th December,2019 inviting Resolution Plan from potential resolution applicants forShridhar CastingsPrivateLimited(the“CorporateDebtor”)by25^th February 2020.M/s PREETEE BUILDER (the “Resolution Applicant”), hereby present a resolution plan based on the Information Memorandum, documents and information available in the public domain and the relevant information shared by Resolution Professional.

The resolution plan prepared in accordance with the provisions of Insolvency and Bankruptcy Code, 2016 (“IBC”) read with relevant Regulations of Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016.

All capitalized terms used in the Resolution Plan shall have the meaning given to them or as otherwise defined in the Resolution Plan and if not so defined shall have the meaning ascribe to the term in the IBC.

The Resolution Plan is a confidential document and contains confidential information about the Resolution Applicant. The Committee of Creditors (COC) and the Resolution Professional shall maintain the confidentiality of all information and material provided by us in thisResolution Plan orinrelationthereto,orinrelationtotheResolutionApplicant,andsuchinformationandmaterial shallnotbedisclosedinwholeorinparttoanypersonwithoutourpriorwrittenconsent,provided that it may be disclosed by the Resolution Applicant to the COC and their employees,consultants or professional advisers on a strictly need to know basis subject to equivalent obligations of confidentiality.

Wewillnotbeheldliableforanyactions,inquiries,proceedingsinitiatedorthreatenedagainstthe COC, the Resolution Professional or any of their respective employees, agents, consultants or advisors in relation to any matter in connection with the CIRP that has been commenced against the Company.

The Resolution Plan is a complete plan including the key reliefs, concessions, entitlements stated inSection5 of this plan,andshallbeacceptedasawhole.Anypartacceptance,negotiationormodification of the plan will be valid only when accepted by us inwriting.

Subject to satisfaction of conditions and requirements set out in the Resolution Plan, the approval or acceptance of the Resolution Plan by the COC and the Adjudicating Authority will create bindingobligation(s)ontheResolutionApplicant,theCompanyandonallthestakeholdersinthe CIRP(relatingtotheCompany),includingallcreditors(whetheradmittedornot)oftheCompany, in accordance with the provisions of theIBC.

This Resolution Plan is prepared on the basis of information memorandum provided by the Resolution Professional and all the details including but not limited to share capital, liabilities, assets are dealt in this plan on the basis of information memorandum provided. The Resolution Applicantshallnotbeliabletowardsanychangeofinformationofthecompanyinfuturewhichis contrary to the information memorandum. This Plan has been proposed on the basis of the information given in the InformationMemorandum.

Undertaking as per Regulation 39(1)(c)

We undertake that every information and records provided in connection with or in the Resolution Plan is true and correct and discovery of false information and record at any time will render the applicant ineligible to continue in the Corporate Insolvency Resolution Process, forfeit any refundable deposit and attract penal action under the Code.

Eligibility Criteria and compliance thereof: [ 25 (2) (h)]

The Resolution Professional (RP) has laid down the Criteria for being an eligible resolution applicant, having regard to the complexity and scale of operations of business of the Corporate Debtor (CD). The Eligibility Criteria duly approved by the COC and as mentioned in the Document inviting Expression of Interest (EOI) is reproduced as below.

1.

Resolution applicant must be lawfully organized and carrying business in India for at least 5 years

Compliance: Resolution applicant is a registered partnership firm and carrying business in India since 01.04.1989 thus more than 5 years

2.

Resolution applicant may be a single bidder or may be a consortium having minimum net worth of Rs. 1,00,00,000/- (one Crore only)

Compliance: As per audited financial statement for financial year ended 31.03.2019, partners’ capital is of Rs. 1.99 Crores. The resolution applicant is a single bidder.

3.

The resolution applicant shall provide copy of audited balance sheet as on 31.03.2019 as proof of net worth where the resolution applicant is liable to get the balance sheet audited as per the relevant laws. For other cases, the resolution applicant shall provide CA certificate of net worth as on 31.03.2019

Compliance: Audited Balance sheet referred has been enclosed in the form of Annexure 1

4.

Interested Resolution Applicant will have to pay a refundable earnest Money Deposit / Bank Guarantee of Rs. 20,00,000/- (Rupees Twenty Lakhs only) at the time of Submission of Resolution Plan.

Compliance: Instead of refundable earnest money deposit resolution applicant has submitted bank guarantee of Rs. 20.00 Lakhs of Union Bank of India dated 14.02.2020 (Copy enclosed as Annexure 2) which is valid up to 13.08.2020 i.e. for a period of six months from the date of issue.

Apart from above, the EOI document required to submit various affidavits &undertakings which were provided by us, based on which we were declared as eligible resolution applicant by the Resolutionprofessional. (29A) 30(1)

Compliance: As per your requirement, resolution applicant has provided necessary affidavit and undertakings which are enclosed as Annexure 3

B. INTERPRETATIONS

The headings of the paragraphs in this Resolution Plan are for the purpose of convenience and reference only and shall neither be used in the interpretation nor for modification oramplification of the terms of this Resolution Plan or any paragraph hereof, unless a contrary intention clearly appear;

Words importing –

✓ Any one gender includes the othergender;

✓ The singular includes the plural and vice versa;and

✓ Personsincludenaturalpersons,createdentities(incorporatedandun-incorporatedand the State) and viceversa;

Any reference to any statute, regulation or other legislation in this Resolution Plan shall be a reference to that statute, regulation or other legislation as at the Publication Date, and asamended or substituted from time totime;

Any reference in this Resolution Plan to any other agreement or document shall be construed as a reference to such other agreement or document as the same may have been, or may from time to time be, amended, varied or supplemented;

Iffiguresarereferredtoinnumeralsandinwords andifthereisanyconflictbetweenthetwo,the words shallprevail;

IfanyprovisioninadefinitioninthisResolutionPlanisasubstantiveprovisionconferringaright or imposing an obligation on any person or entity then, notwithstanding that it is only in a definition, effect shall be given to that provision as if it were a substantive provision in the body ofthisResolutionPlan;whereanytermisdefinedinthisResolutionPlanwithinaparticularparagraph, that term shall bear the same meaning ascribed to it in that paragraph wherever it is used in this Resolution Plan;

Any reference to days (other than a reference to Business Days), months or years shall be a reference to financial years, months or days, as the case may be; and words or terms that are capitalizedandnototherwisedefinedinthenarrativeofthisResolutionPlan(excludingcapitalized words or terms used for the purpose of tables) shall bear the meaning assigned to them in theIBC 2016.

C. DEFINITIONS

"Claim"

(a)

a right to payment, whether or not such right is reduced to judgment, fixed, disputed, undisputed, legal, equitable, secured orunsecured;

(b)

righttoremedyforbreachofcontractunderanylawforthetimebeinginforce,ifsuchbreach gives rise to a right to payment, whether or not such right is reduced to judgment, fixed, matured, un matured, disputed, undisputed, secured orunsecured;

"Corporate Debtor" means a corporate person who owes a debt to any person;

"Creditor" means any person to whom a debt is owed and includes a financial creditor, an operational creditor, a secured creditor, an unsecured creditor and a decree-holder;

"Financial Information", in relation to a person, means one or more of the following categories of information, namely: —

(a)

Records of the debt of theperson;

(b)

Records of liabilities when the person issolvent;

(c)

Records of assets of person over which security interest has beencreated;

(d)

Records, if any, of instances of default by the person against anydebt;

(e)

Records of the balance sheet and cash-flow statements of the person;and

(f)

Such other information as may bespecified.

"Insolvency Professional" means a person enrolled under section 206 with an insolvency professional agency as its member and registered with the Insolvency and Bankruptcy Board of India as an insolvency professional under section 207.

"Workman" shall have the same meaning as assigned to it in clause (s) of section 2 of the Industrial Disputes Act, 1947;

"Financial Creditor" means any person to whom a financial debt is owed and includes a person to whom such debt has been legally assigned or transferred to

"Information Memorandum" or “IM” means a memorandum prepared by resolution professional under sub-section (1) of section 29;

"Insolvency Commencement Date" means the date of admission of an application for initiating corporate insolvency resolution process by the Adjudicating Authority under sections 7, 9 or section 10, as the case may be;

"Insolvency Resolution Process Costs" means—

(a)

The amount of any interim finance and the costs incurred in raising suchfinance;

(b)

The fees payable to any person acting as a resolutionprofessional;

(c)

Anycostsincurredbytheresolutionprofessionalinrunningthebusinessofthecorporatedebtor as a goingconcern;

(d)

Any costs incurred at the expense of the Government to facilitate the insolvency resolution process;and

(e)

Any other costs as may be specified by theBoard;

"Liquidation Cost" means any cost incurred by the liquidator during the period of liquidation subject to such regulations, as may be specified by the Board

"Operational Creditor" means a person to whom an operational debt is owed and includes any person to whom such debt has been legally assigned or transferred;

"Resolution Plan" means a plan proposed by any person for insolvency resolution of the corporate debtor as a going concern in accordance with Part II.

"Resolution Professional", for the purposes of this Part, means an insolvency professional appointed to conduct the corporate insolvency resolution process and includes an interim resolution professional

"AdjudicatingAuthority",forthepurposesofthisPart,meansNationalCompanyLawTribunal constituted under section 408 of the Companies Act, 2013;

"Personal Guarantor" means an individual who is the surety in a contract of guarantee to a corporate debtor;

"Secured Creditor" means a creditor in favour of whom security interest is created;

"Security Interest" means right, title or interest or a claim to property, created in favour of, or provided for a secured creditor by a transaction which secures payment or performance of an obligation and includes mortgage, charge, hypothecation, assignment and encumbrance or any otheragreementorarrangementsecuringpaymentorperformanceofanyobligationofanyperson: Provided that security interest shall not include a performanceguarantee;

D. ABBREVATIONS

IBC Insolvency and Bankruptcy Code ,2016 Code

NCLT National Company Law Tribunal

AA Adjudicating Authority

IBBI Insolvency & Bankruptcy Board of India

CIRP Corporate Insolvency Resolution Process

IRP Interim Resolution Professional

CoC Committee of Creditors

RP Resolution Professional

SFC Secured Financial Creditors

UFC Unsecured Financial Creditors

IP Insolvency Professional

IM Information Memorandum

LV Liquidation value

MV Market Value

CD Corporate debtor

OC Operational Creditor

EMD Earnest Money Deposit

AY Assessment Year

ROC Registrar of Companies

MCA Ministry of Corporate Affairs

BOD Board of Directors

ED Enforcement Directorate

E. DISCLAIMERS

This Resolution Plan is confidential to the stakeholders of the Company and prepared solely for the purpose(s) set out in IBC, 2016. No person may refer to or use the names of the Resolution ApplicantorResolutionProfessionalortheResolutionPlanforanyotherpurpose,discloseorrefer them in any prospectus or other document, or make them available or communicate them to any other party. No other party is entitled to rely on our Resolution Plan for any purposewhatsoever.

While proposing this Resolution Plan, the Resolution Applicant have accepted and relied on representations and the authenticity of documents provided to them and their team. Wherever it becomesnecessarytomakerepresentationsanddocumentsreferredtohereinadmissibleforCourt purposes, the authors of the representations and documents would have to confirm these in the relevant Courtprocesses;

This document has been made in electronic form and there may be some hard copies made also. Multiple copies and versions of this document may, therefore, exist in different media. Only the final hard copy duly signed should be regarded as definitive.

Financial Data: In this resolution plan any discrepancies in any table between the total & sum of the amounts listed are due to rounding off. All the figures & Decimals have been rounded off to seconddecimalandallthepercentagefigureshavealsobeenroundedofftoseconddecimalplace and accordingly there may be consequential changes in the resolutionplan.

SECTION 1 : THE CORPORATE DEBTOR

1.1 About the Corporate Debtor

Particulars	Description
Corporate Debtor	Shridhar Castings Private Limited
Date of Incorporation	17thNovember, 1999
Registered Address	23 Pushpakunj, Commercial Complex, Central Bazaar Road, Ramdaspeth, Nagpur, Maharashtra 440012
CIN	U27300MH1999PTC122686
Company category	Company limited by shares
Authorized Capital	Rs. 2,05,00,000
Paid up Capital	Rs. 2,05,00,000
PAN	AAECS9077N
GSTIN	27AAECS9077N1ZI
Factory Location	S. No. 247, PH No 32, Mouza Takli, Nagpur
Manufacturing Facilities	a. Industrial Furnace of 8MT b. Continuous Casting Machine for manufacturing of Billets. c. 14-inch roughing mill with 10 inches, 6 stands of rolling mill with in-house machine shop.
Products	Angles i.e. Re-Rolled products of various sizes
Incentives for Corporate Debtors	No such incentives which are available with the corporate debtor are mentioned in the information memorandum hence we are considering it as NIL
Shareholders of theCorporateDebtor		Shareholders Holding	No of Shares	% Holding
		Greater Than 1%	20,50,00 0	100.00%
		Total	20,50,00 0	100.00%
	Detail Statement in Table 1
Directors of the CorporateDebtor	Refer Table 2
Assets and Liabilities as on 17thOctober, 2019	Refer Table 3
Security & Guarantees	Refer Table 4
Related Parties	Refer Table 5.1 & 5.2
Litigation & Contingent Liabilities	Refer Table 6
Claims	Refer Table 7

Cause of a As per the information gathered from the RP the cause of Default n default was due to the following reasons.Regulation 38(3) initiation of d

CIRP That the unit was established in the year 2000 and was making profit till 2012.

For value addition in product, CD has taken up an expansion of installing “CONTINUOUS CASTING MACHINE” (C.C.M.) in 2012-13 for which Bank of Baroda,Dh’peth Branch, Nagpur has sanctioned Term loan. With the due discussions with the bank, CD has submitted a proposal for Addl. Working Capital required for the expansion. Even after completing the expansion, there was no communication from the bank for our requirement of Addl. Working capital.

It was unviable to run the unit in absence of Addl. Working Capital, therefore CD was forced to stop the production on 01/04/2014 with due intimation to the bank.

For the reasons best known to the bank, the bank has carried out “Techno Economical Viability” (TEV) study through their approved consultant M/s Adapt Consultants, Kolhapur.

TEV Report submitted by the consultant was also in favourof CD and following are the important finding and recommendations.

1)

Company has excellent marketing potentials & strong technical viability.

2)

Directors are in this field for more than 25 years & hence marketing of the product is not a concern to the company.

3)

Directors are highly qualified & are having good

	experience to their credit. 4) Company has successfully completed expansion and produced billets & Hot rolled products during the period June-2013 to March-2014. 5) TEV Consultant has agreed that company needs more working capital for continuous working and recommended Addl. Working Capital of Rs.344.90 Lakhs. The main causeof failure of the unit was due to non-availability of Addl. Working Capital at the appropriate time. Thus, it can be concluded that the basic reason of failure is not getting the required enhanced working capital finance to support the expansion in capacity.
ListedonStock Exchange	No
Licenses Taken	Since information memorandum is silent and also since the unit is not into operation, we have presumed that we will have to obtain new factory license and also obtain consent from Maharashtra Pollution Control Board(MPCB)
RecordofRegulatory compliance	From the MCA website it was noted that the CD is non-compliant and that the date of last AGM is 30.09.2011
No of Employees	As per IM it is NIL

Table 1: Shareholders of the Corporate Debtor

(source: Information Memorandum)

List of Shareholders Holding Greater Than 1%

S r.N o.	Name of Shareholder	Address	No. of Sha res	% of Ho ldi ng
1	Praful Vaidya	302 Yash Enclave Shivaji Nagar Dharampeth Extn. Nagpur	5,01,36 6	24.4 6%
2	Varsha Vaidya	302, Yash Enclave Shivaji Nagar Dharampeth Extn. Nagpur	9,58,53 4	46.7 6%
3	Adwait Vaidya	302, Yash Enclave Shivaji Nagar Dharampeth Extn. Nagpur	3,50,10 0	17.0 8%
4	Snehdeep Metals Processors Pvt Ltd	23, Pushpkunj Commercial Complex Central Bazaar Road Ramdaspeth Nagpur	2,40,00 0	11.7 0%

Table 2: Directors of the Corporate Debtor

(Source: RFRP Document)

DIN/ PAN	Name	Date of Appointment
00504 437	Prafulla Shridhar Vaidya	16th August, 2000
03618 185	Adwait Prafulla Vaidya	1thJuly, 2013

Both directors are disqualified to act as directors by Ministry of Corporate Affairs as per information available at www.mca.gov.in.

Table 3: Assets and Liabilities as on 17thOctober, 2019

(Source: Information Memorandum)

1. FixedAssets

S r.N o.	Particulars	Remarks
1	Area of Plot (Land & Factory Building)	17,100 Sq Mtr
2	Location of Plot	S,No. 247, PH No. 32, Mouza Takli, Nagpur Saoner Road, Tah. Saoner, Dist. Nagpur
3	The Factory Layout	Not available in Information Memorandum
4	Book Value as on 17th October, 2019 (Rs. In Lakhs)	Lease Hold Land 23.22 Building -Shed 24.49 Electrical Installations 2.46 Plant & Machinery 226.28 Plant & Machinery (Const. in 331.55 progress) 1.22 Office Equipment 0.12 Other 609.34 Total (Rsin Crores)

A. Plant &Machinery  The Company has not prepared and maintained Fixed AssetsRegister

 List of Plant and Machinery is asfollows:

NA= Not available as per IM

S r.N o.	Type of Machine/ Equipment & Manufacturer	Model of Machine / Equipment	No. Of Machine/ Equip ment	Capacity	Year Of Installa tion
1	7 MT. Induction Furnace with 2 Crucibles	Electrotherm Make	1	N.A	N.A
2	E.O.T Crane	N.A	N.A	15/5 MT	N.A
3	Laddles	N.A	1	9 MT	N.A
4	Electro Magnet	N.A	N.A	9MT	N.A
5	Weigh Bridge	N.A	N.A	60MT	N.A
6	Cooling Tower	N.A	N.A	N.A	N.A
7	Transformer 3200 KVA	N.A	N.A	N.A	N.A
8	Transformer 1500 KVA	N.A	N.A	N.A	N.A
9	Transformer 320 KVA	N.A	N.A	N.A	N.A
1 0	Continuous casting machine single stand with all Auxiliaries & Accessories	Electrotherm Make	1	N.A	N.A
1 1	Coal Fired Heating Furnace ,80”12” With Screw type pusher & 50 FT Chimney	N.A	N.A	N.A	N.A

Note : As regards the assets the description of asset such as date of acquisition, cost of acquisition, remaining useful life, identification number the information memorandum is silent which is otherwise required to be mentioned as per Regulation 36 (2) of the of the CIRP Regulation.

B. OtherAssets (Rs. in Lakhs.)

S r. N o	Particulars	A mo unt
1	Closing Stock	122. 37
2	Deposits (Asset)	34.3 8
3	Loans & Advances (Asset)	5.50
4	Sundry Debtors	122. 37
5	Cash	0.16
6	Bank balances	0.13
7	Excise Duty-PLA	0.14
8	MSRTC BG	5.02
	TOTAL ASSETS (OTHER THAN FIXED ASSETS)	290.0 7

C. Liabilities

(Rs. in Lakhs.)

S r. N o	Particulars	A mo unt
1	Statutory Dues payable	2.00
2	Provision	244.16
3	Sundry Creditors	358.28
4	Deferred tax liability	2.02
	TOTAL LIABILITIES	606.56

Table 4: Security and Guarantees

S r.N o.	Financial Lenders	First Pari Passu Charge on	Collateral Security / Personal Guarantee
1	Mr Prafulla Shridhar Vaidya	Information not available as per IM	Information not available as per IM
2	Mrs Varsha P. Vaidya
3	M/s Kshripa Ispat Pvt Ltd.
4	M/s Parshuram Ispat

Details of Guarantee Given by Corporate Debtor

Table 5.1: Guarantee Given by Corporate Debtor

S Party Name Address Relationsh r . ip N o .

NIL

Table 5.2Amount due from or to Related Party

S r. N o.	Party Name	Amount (Rs.)	Nature of Liability
1	Praful S. Vaidya	34,76,5 10	Unsecured
2	Yogeshwari Steels	1,90,07 ,000	Unsecured
3	Parshuram Ispat	42,08,1 08	Unsecured
4	Bhupati Steels	24,58,0 00	Unsecured
5	Varsha Vaidya	30,24,0 00	Unsecured
6	Snehadeep Metal Processors	16,94,9 84	Unsecured
7	Bhupatu Steels	1,79,63 ,962	Sundry Creditors
	Total	5,18,32 ,564

Table 6 : Litigation and Contingent Liabilities

A. Details of all MaterialLitigation and ongoing investigation or proceeding initiated by Government and Statutory Authorities

Pending Court Matter

S Name of Party Case/Re Amount Remark r . f. No N o .

1	M/s Shyam Industries Limited	5560/20 10	8,00,272 + int	u/s 138. Filled by the Corporate debtor
2	M/s Jayaswal Neco Ind	23037/2 012	14,52,32 0	Filed against Corporate debtor
3	E D	Order no 4 of 2017 Dt. 31/3/201 9		Attachment of the Corporate debtor Factory Premises.

B. Pending Excise Matters

S r.N o.	Period	Amount	Penalty	Total
1	1/1/2003 to 15/11/2007	2,65,14, 595	2,71,43, 575	5,36,58,170
2	16/11/2007 to 31/08/2009	1,28,90, 882	1,28,90, 882	2,57,81,764
3	1/08/2010 to 31/07/2011	34,30,01 0	34,30,01 0	68,60,020
	Total	4,28,35,4 87	4,34,64, 467	8,62,99,954

Table 7 : Claim received from various Stakeholders

A. FinancialCreditors (Secured and Unsecured)

S r N o	Name of Financial Creditor	Amount as per books	Amount Claimed (Rs.)	Amount Admitted (Rs.)	% S h a r e
1	Bank of Baroda	11,91,53,	21,49,18,	21,49,18,8	9

30 (Secured) 495 809 09 9 . 4 2

2 Vidarbha Infotech 11,38,08 11,38,08 11,38,082 0 Pvt Ltd 2 2 . (Unsecured) 5 8

Total 12,02,91,57 21,60,56,89 21,60,56, 1 7 1 891 0 0

B. Unsecured Financial Creditors (RelatedParty)

S Amount Amount Name of Party r Clai Admitte . med d (Rs.) (Rs.) N o

1 Bhupati Steels 24,58,000 24,58,000

2 Parshuram Ispat 42,08,108 42,08,102

3 Praful Vaidya 34,76,510 34,76,510

4 Snehadeep Metal Processors Pvt Ltd 16,94,984 16,94,984

5 Yogeshwari Steels 1,90,07,00 1,90,07,000 0

6 Varsha Vaidya 30,24,000 30,24,000

Total 3,38,68,60 3,38,68,062 2

C. Workmen

There are no workers as per Information Memorandum.

D. Employees

There are no employees as per Information Memorandum.

E. Table 8:Operational Creditors

S r. N o	Name of Party	Amount Claimed (Rs.)	Amou nt Admitted (Rs.)	Rej e ct e d ( R s.)
1	Bhupati Steels	1,79,63,963	1,79,63,963	NIL
2	Maharashtra State Electric Distribution Co. Ltd.	2,27,84,436	2,18,40,585	NIL

SECTION 2 : THE RESOLUTION APPLICANT

Particulars	Description
Resolution Applicant	Preetee Builders
Date of Incorporation	1991
Registered Address	206/8, G.P.O Square, Civil Lines,Nagpur, Maharasthra – 440001
CIN	NA
Company category	Registered Partnership Firm
Authorized Capital	Nil
Paid up Capital	Nil
Net worth of the RA (as on 31.03.2019)	Rs. 1.99 Crores (as per audited financial statements by M/s Kothari & Rathi Associates, Chartered Accountants)
PAN	AABFPO554H
GSTIN	27AABFPO554H1ZF
Partners	Mr Nirmalkumar S. Athawale(Managing Partner), Mr Saurabh N. Athawale (Executive partner), Dr Rutuja N. Athawale, Mr Shailesh M Ingole
Business Activities	Brief Background about the company - Refer Para 2.1
Partners of the Resolution Applicant and their background	Refer Para 2.2 and Table 9
Strengths of the RA (existing business)	 Established track record of business and experienced management since 1991  Moderate financial riskprofile  Efficient working capitalmanagement  Adequate number of personnel to handle the work
Weakness of RA (existing business)	 Volatility in material prices to complete projects like cement steel, may affect the margins  government policies and change in political scenario may affect the work
Past Performance and financial snapshot as per last three years Audited Financials	Refer Table 10
Details of the Key Managerial Persons / Management who would be involved in the implementation of the Resolution Plan along with number of years of experience in casting sector	Refer Para
Capabilities of The Applicant to revive the Business	Refer Para 2.3
Relationship if any with Corporate Debtor	The Resolution Applicant do not share any relationship with the Corporate Debtor.
Record of Regulatory compliance	Regular Compliance. No Default.
Whether NPA,including Group Companies inless than 12months	None
Failure toimplement resolution plan	The resolution applicant or any of its related party have not failed in implementing any of the resolution plan approved by Adjudicating Authority at any time in the past.

2.1. Brief Background

Growth story

MISSION AND GOALS…

PREETEE BUILDER; Established in the year 1991/92, is a CLASS “I” Construction company in India. We are one of the oldest and most reliable construction/ contracting company from central India. Our mission and goal is to be a partner and to be a leader of this wonderful journey of developing India and preparing India for upcoming future with value based leadership.

DIRECTORS & PARTNERS…

1.

Mr. Nirmalkumar S. Athawale (Managing Partner) Diploma in Civil Engineering Maharashtra State Chairman: Builders Association of India Ex- Chairman Contractors & Builder Association of Vidarbha

2.

Mr. Saurabh N. Athawale (Execute Partner) BE in Electronics & Telecommunications (Pune) MBA in Engineering Management (USA)

3.

Dr. Rutuja N. Athawale MBBS, Post Graduate Diploma in Gynecology

4.

Mr. Shailesh M. Ingole Post Chairman Gram Panchayat Ghatonjee Dist Yavatmal

OUR AFFILIATIONS:

1.

Builder Association of India (BAI)

2.

VIDC

3.

Contractors & Builders Association of Vidarbha

4.

Government Contractors Association

5.

CREDAI, Nagpur

6.

MIDC, Nagpur

7.

CII, Mumbai

CONTACT INFORMATION…

Office Address: PREETEE BUILDER 206/5 PALM ROAD, G.P.O. SQUARE, CIVIL LINES NAGPUR – 440001 Office Landline: +91(712)252 –8728 & +91(712)254–1524 Email Address: [email protected] Web–Address: www.preeteebuilder.com

Management:

1.

Mr. Nirmalkumar S. Athawale, Managing Partner

2.

Mr. Saurabh N. Athawale (Executive Partner) (Business Planning & Development)

3.

Mr. Sunil S. Dakhole (Administration & Finance Management)

4.

Mr. Rajendra Shinde (H.R. & Public Relations)

5.

Mr. Prashant Chavan (Technical Engineering Management)

6.

Mr. Sunil Shendre (I.T. & Taxation Management)

7.

Mr. Parag Pradhan (Project & Public Relations Manager)

OUR VALUABLE ASSOCIATION…

•

D. SHANI & BROSS

•

ASHA ASSOCIATES PVT. LTD.

•

ANOJKUMAR AGARWALA

•

ANKUSH ENGINEERING COLLEGE

•

AKOLA URBAN CO-OPREATIVE BANK LTD.,

•

AGRICULTURE PRODUCT MARKET MOMMITTEE, NAGPUR

•

ASHOK MOKHA & ASSOCIATES

•

APMC, SAONER

•

APMC, KALMESHWAR

•

APMC KATOL

•

BARISTER WANKHEDE FOUNDATION

•

BHARAT CONTAINERS, MIDC, NAGPUR

•

BARISTER WANKHEDE TRUST

•

BARISTER WANKHEDE SAH. SOOTGIRNI

•

CONSERVATOR OF FOREST, NAGPUR

•

DOLLY INFRASTUCTURE PVT. LTD.

•

DRONACHARYA EDUCATION SOCIETY

•

DAINIK BHASKAR GROUP

•

GANGA BUILDERS

•

GEETA ENGINEERING

•

GADCHIROLI DIST. CENTRAL CO-OPREATIVE BANK LTD.

•

GANGA ENGINEERING

•

GOLDEN HOSPITAL LTD.

•

HIGHTECH INFRASTRUCTURES PVT. LTD.

•

HOTEL HOLIDAY INN

•

HILL FORT EDUCTION SOCIETY

•

JAYA ENGINEERING

•

JAWAHARALAL DARDA EDUCATION SOCIETY

•

KONARK HOMES & INFRASTRUCTURES

•

KRISHI DEVELOPMENT BOARD

•

LIFE INSURANCE AGENT ASSOCIATION OF INDIA

•

LOKMAT GROUP

•

LATE J. D. INSTITUTE OF TECHNOLOGY

•

MACS CONSULTANT PVT. LTD.

•

MAHARASHTRA STATE ELECTRICITY LTD.

•

MAHARSHTRA TOURISUM DEVELOPMENT COREORATION

•

MAHARAJBAUGH CLUB MAH. INDUSTRIES ASSOCIATION CLUB

•

MAHARASHTRA COTTON FEDERATION LTD.,

•

MAHARASHTRA RAJYA EDUCTION SOCIETY

•

MAH. JEEVAN PRADHIKARAN

•

MAH. STATE CO-OPREATIVE BANK LTD.

•

MAURYA PLANTATIONS

•

M.H.S.D.P. MUMBAI

•

M. B. MALLEWAR & SONS

•

MILESTONE REALTORS PVT. LTD.

•

NAGPUR DISTRICT SHETKARI SAHAKARI SOOTGIRNI LTD.

•

NAGPUR DISTRICT CENTRAL CO-OPREATIVE BANK LTD.

•

NEHA ENTERPRISES

•

NUVA ENGINEERING COLLEGE, KALMESHWAR

•

NAGPUR MUNICIPAL CORPARTION

•

NAGAR PARISHAD, KATOL

•

NAGAR PARISHAD, NARKHED

•

P.K. CONSTRUCTIONS

•

PREETEE CONSTRUCTION COMPANY

•

PRUTHVI MINERAL PVT. LTD.

•

PATCOSPIN SAHAKARI SOOTGIRNI, PATANSAWANGI

•

PUBLIC WORK DEPARMENT, NAGPUR

•

PITAMBER INDUSTRIES

•

REVATI ASSOCIATES

•

SANDIPANI EDUCATION SOCIETY

•

SAUDAMINI ENGINEERING & BUILDERS PVT. LTD.

•

SMILE REALATORS PVT. LTD.

•

STAR YOUTH SPORTS

•

STEEL SALES CORPORATION

•

SWASTIK INDUSTRIES

•

SHRI SHREYA DEVELOPERS PVT. LTD

•

SHRI ALLOYS & MINERALS

•

SHASHI TRADING COMPANY

•

SANGMNER LONI INFRASTRUCTURE PVT. LTD

•

SUPERTENDENT OF POLICE, GADCHIROLI

•

THE SANJIVAN FOUNDATIONS

•

THE SMILE FOUNDATION TRUST

•

UNNATI HOMES & INFRASTRUCTURE

•

VIGNAHARTA INFRASTRUCTURES PVT. LTD.

•

VIDARBHA CRICKET ASSOCIATION CLUB

•

VINAYAK FIBERS PVT. LTD

•

VIDARBHA IRRIGATION DEVELOPMENT CORPORATION

•

ZILLAH PARISHAD, NAGPUR

BRIEF WORKING & PERFORMANCE DETAILS…

Since commencement of our journey from the year 1991 to the present times, the mission of the group is still alive and minted within every team member. All our practices are based upon two simple principles i.e. to maintain quality and customer satisfaction. The group has achieved outstanding results through its dedicated and diligent efforts focused towards bringing difference to the clients w.r.t. the approach to all project problems with the most exciting product portfolio. From starting as the pioneer of eco–housing and after venturing in the high–rise buildings; Today the group has grown manifold with brands all guaranteeing nothing but the highest standards in technology and services.

The Company is technically capable with qualified and experienced associates as well as backup associates. With quality and conscious technical set–up, we have generated a technical guide which highlights key periodical monitoring and control methods. Methods which we implement in our projects. We have made sure that our organization also has consistent sufficient infrastructural support & resources.

MAJOR TYPES OF EXECUTED WORKS/PROJECTS…

•

Administrative Campus

•

Building Structures

•

Commercial Complexes

•

Residential & Commercial Complexes

•

Institutional Housing

•

Hotels and Hospitals Project

•

Roads, Bridges, Canals and Dams

•

Land Development and Earth Movers

•

Market yards & Storage unit buildings

•

M. S. Structural works/projects and Industrial Projects

FIRM’S REGISTRATIONS…

•

Government PWD Registration No. ZXHRYGJL85 Dt. 26/02/2016 valid up to 25/02/2019.

•

Also, Registered with Vidarbha Irrigation Development Corporation, with Nagpur Improvement Trust (NIT), with Maharashtra Jeewan Paradhikarn, and with Zillah Parishad (ZP) Nagpur.

•

Firm registration Number: 2341/91/92 with registrar of firms.

•

IT PAN Number AABFP 0554H

•

Tax Deduction Registration Number 27330014365V–Tin

•

Works Contract Tax (VAT) Registration Number W/36/CL/1153 (16th April 1998(OLD) 27330014365C)

•

Central Sales Tax Registration Number 440001/C/824 (4th October 2000)

•

Employees Provident Fund Registration Number MH/62463/1852

•

Professional Tax Registration Number PT/R/416/28/222

•

Service Tax Registration Number AANPA3467GST001

•

Other Registrations: VIDC, MJP, NIT, & MTDC in Class “I”.

TECHNICAL PERSONNELS LIST

Technical Experien

Name of Employees Designation Qualificat ce ion

Ritesh Sheshrao Kale Project Engineer BE Civil 15 Years

Pranay Arvind Shete Engineering in Charge BE Civil 6 Years

Ishan Randive Project in Charge BE Civil 2 Years

Sadik Razzak Waghade Site Technical in Charge DCE 15 Years

Aniruddha Pulliwar Site Technical in Charge DCE 18 Years

Dharmendra Davaram Technical In–Charge DCE 15 Years Tekade

Nitin Arunrao Radke Site Engineer CCE 13 Years

Atul Dinakr Choudhary Technical Supervisor DCE 12 Years

Sachin Virendrasing Technical Engineer DCE 12 Years Bais

Abhijit Purushottam Site Supervisor DCE 10 Years Khobragade

Vinay Ashokrao Chavan Site Supervisor DCE 4 Years

Bhushan Sontakke Site Engineer BE Civil 1 Years

LIST OF EQUIPMENT & MACHINERIES

Sr. No.	Equipment Name	Equipment Numbers
1	Truck & Tipper	6 Nos.
2	Moving Tower Crain	2 Nos.
3	Tractors & Conveyance	4 Nos.
4	Concrete Batching Plant Mixer	2 Nos.
5	Concrete Mixers with pump	5 Nos.
6	Mechanical Hoist	5 Nos.
7	Welding sets with Transformer & accessories	Sets.
8	Vibrators	6 Nos.
9	Pumps & Pipelines	27 Nos.
10	Water Tanks Conventional	4 Nos.
11	Breaker	11 Nos.
12	Cutter Machines	10 Nos.
13	Polish Machines	15 Nos.
14	Theodolite & Survey instruments	4 Nos.
15	Dumpy Levels	4 Nos.
16	Tilting Levels	2 Nos.
17	Plane Tables & Accessories	1 Nos.
18	Prismatic Compass	2 Nos.
19	Workshop at Gondkhairy	3 Phase connections & Covered Factory Shed
20	Storage Unit at Gondkhairy	500 M.T. & 6,000 Sqm
21	M. S. Shuttering plates	2,500 Sqm
22	M.S. Props & Spans	3,500 Sqm
23	M. S. Structures	50 M.T.
24	M.S. Scaffoldings & H– Units	200 Rmt with 30 M. Ht
25	Pipelines	2 Kms
26	Hilty Breaker machine	5 Nos.
27	Paving Block Pavers	3 Nos.
28	Hydraulic Pumps	2 Nos.
29	Pilling Drive Machines	2 Nos.
30	Gene Sets	3 Nos.
31	UTM Test Machine	1 No.
32	JCBs	2 Nos.
33	Poclain SK220	1 Nos.
34	Grader	1 Nos.
35	Roller Compactor	1 Nos.

LIST OF WORK DONE & COST OF PROJECT COMPLETED

S r. N o.	Name of Work	Cost of Work	Remark
1	Renovation & Extension to the Existing 30 Beded Rural Hospital to 50 Beded Sub-District Hospital at Armori, Dist. Gadchiroli.	Rs. 177.00 Lakhs	Work was completed successfully in 2003
2	Construction of Head Office Building work of G.D.C.C. Bank at Gadchiroli	Rs. 175.00 Lakhs	Work was completed successfully in 2005

3		Construction of NUVA Engineering College Building & Workshop at Khapri (Khote), Nagpur.	Rs. 652.00 Lakhs	Work was completed successfully in 2007
	4	Construction of Saoner APMC Market Yard, Campus with Roads at Tah. Saoner, Dist. Nagpur	Rs. 910.00 Lakhs	Work was completed successfully in 2008
	5	Construction of Sandipani School Building, at Hajari Pahad, Nagpur	Rs. 1007.00 Lakhs	Work was completed successfully in 2009
	6	Construction of Commercial Complex at Mahal, Nagpur.	Rs. 1004.00 Lakhs	Work was completed to the point Approved
	7	Construction of Engineering College campus at Yavatmal.	Rs. 859.00 Lakhs	Work was completed successfully 2005
	8	Construction of Water Supply line & Over Head Tank for Gumgaon & 8 villages.	Rs. 425.00 Lakhs	Work was completed successfully in 2000
	9	Earth work and construction of Sirsi Nalah project at Nagpur.	Rs. 1225.90 Lakhs	Work was completed successfully in 2012
	1 0	Earth work and construction of main canal of Kawara Nalah at Dharni, Dist. Amravati.	Rs. 571.00 Lakhs	Work was completed successfully in 2011
	1 1	Construction of Administrative Building at Zillah Parishad, Gondia.	Rs. 195.00 Lakhs	Work was completed successfully in 2000
	1 2	Construction of 12 Residential Complex for Forest Officers, Ravinagar, Nagpur.	Rs. 251.00 Lakhs	Work was completed successfully in 1999
	1 3	Construction of Housing Project for Konaark Homes & Infrastructure at Besa, Nagpur	Rs. 750.00 Lakhs	Work was completed successfully in 2003
1 4		Construction of Major Bridge from K.m. 7.00 on Bharsinga -Sawangi Road at Nagpur	Rs. 190.00 Lakhs	Work was completed successfully in
			1998
1 5	Construction of Market Yard at Kalmeshwar, Dist. Nagpur	Rs. 510.00 Lakhs	Work was completed successfully in 2013
1 6	Construction of Shubhankar Complex at Hill Top, Ram Nagar, Nagpur	Rs. 1071.00 Lakhs	Work was completed successfully in 2000
1 7	Construction and Structural Steel work of Spinning Mill at Hingna Sootgirni, Hingna, Nagpur	Rs. 459.00 Lakhs	Work was completed successfully in 2013
1 8	Construction of Spinning mill at N.Z.K.U.Sootgirni, Patansawangi, Nagpur	Rs. 1205.00 Lakhs	Work was completed successfully in 2014
1 9	Construction of Tahsil (Rural) Administrative Building at Civil Lines, Nagpur	Rs. 203.00 Lakhs	Work was completed successfully in 2013
2 0	Construction of Auction Hall No.1 & 2, concrete pavement and Shed Over Concrete Pavement in principal Market Yard of A.P.M.C. Katol at Katol, District Nagpur	Rs. 925.00 Lakhs	Work was completed successfully in 2016
2 1	Construction of 23,040 spindles Spinning mill at Br. Sheshrao Wankhede Sootgirni Ltd., Mohgaon, Butibori, District Nagpur	Rs. 1682.00 Lakhs	Work was completed successfully in 2015
2 2	Construction of Earthern Dam, Waste-Wair, falls on tail channel & Excavation of App. Tail channel & Allied work of Kupata (storage) Tank	Rs. 1035.58 Lakhs	Work was completed successfully in 2017
2 3	Construction of Admin Building of Police station 38 Quarters at Chimur & 14 Quarters at Bhisi in Chandrapur District for SP Chandrapur	Rs. 2117.47 Lakhs	Work was Completed Successfully in 2018
2 4	Construction/Upgradation of Chimur to Shedegao road	Rs. 3412.37 Lakhs	Work is in Progress
	47,700 kms. to 52,700 kms. NH–353E.
2 5	HAM (Hybrid Annuity Mode) Package NAG–146 Improvement of Shankarpur to Chimur to Shioni–Petagaon terminating at Rajoli in the state of Maharashtra. (SRK– MKS–Preetee JV)	Rs. 14700.00 Lakhs	LOI Received, Work Order in Progress

EXEMPLARY ORGANIZATION CHART...

NARRATIVE DISCRIPTION OF ORGANISATION WORK CHART

Sr. No.	Heading/Designation	Narration of Designation
1	Managing Partner	-To Accord Policy Matter -To Adopt Joint Venture -To Avail Latest Tech -To Assess Feasibility -To Approve suitable consultant -To Avoid Complex -To Acknowledge Quality & Progress
2	Executive Partner	-To Compare Alternative Policy Matter -To Narrate Project’s Theme -To Synchronize Multi. Agency -To Avail Mechanical as well as Latest Technology -To Check Future Planning and market -To Co-ordinate company
3	Project Manager	-To Distinguish Project in specific parts -To Checkout program in phases -To Account program in Bar Chart -To Appoints appropriate agencies -To Verify quality & liability expenditure -To Accelerate progress -To Co-ordinate work and department -To Make Project feasible

NARRATIVE RELATIONSHIP BETWEEN HEAD OFFICE & SITE

Sr. N o.	Heading/Designati on	Narration of Designation
1	Project Engineer	-To Avail discipline -To Verify consistency of designs -To Compare alternative arrangement -To Fix responsibilities -To Synchronous Financial Aspect along with work done -To Future planning -To Co-ordinate between workers and management -To Take periodic inspection -To Send Daily Report
2	Site/Store Manager	-To Study requirement & consumption -To Check wastage -To Provide security measure -To Tight the discipline leakage -To Plan for material procurement -To Maintain machineries in order -To Have periodical machines inspection -To Fix responsibility for damages

2.2 About thePartners of ResolutionApplicant

Table 9 : Partners Details

DIN/PAN	Name	Profit Sharing Ratio
AANPA34567 G	Mr Nirmalkumar S. Athawale	40 %
ALRPA0078J	Mr Saurabh N. Athawale	30 %
AGUPA9700F	Dr Rutuja N Athawale	20 %
AACPI7093M	Mr Shailesh M Ingole	10 %

Table 10 : Past Performance and financials as per last three years Audited Financials

Headings	Unit	FY19 (Actuals)	FY 18 (Actuals)	FY 17 (Actuals)
Receipts from operations	Rs. In Lakhs	1927.69	738.53	516.55
Profit before interest & remuneration	Rs. In Lakhs	102.25	36.30	25.16
Profit Trf to partners	Rs. In Lakhs	46.17	14.85	11.29

2.3 Ability to Turnaround StressedCompanies

Shri Saurabh Athawale Son of Shri Nirmal Kumar Athavale, Managing Partner, who is BE in Electronics & Telecommunications (Pune)MBA in Engineering Management (USA)Engineer by profession from a reputed college, MBA from USA is willing to divert in different venture which will be in supporting lines with their existing business activity. Hence, he has decided to join the corporate debtor company for turnaround. As identified by Shri. Saurabh Athawale, and further from the information gathered from the Resolution Professional,the cause of default is that the unit has failed mainly because of not getting the working capital finance from their bankers in time. The TEV study conducted during the period states that the unit is Technically sound and Financially viable. TEV Consultant has inferred that company needs more working capital for continuous working and recommended Addl. Working Capital of Rs.344.90 Lakhs. Considering this point, partners of RA have reworked the working capital requirement and as per their estimates, total working capital required in first year of operation is Rs. 663.00 Lakhs of which Rs. 500 Lakhs will be raised through financial institutions. Looking to the present condition of Plant and Machinery the RA also proposes to induct Rs. 150.00 Lakhs in total during financial year 2021-22, 22-23,23-24,24-25 through internal cash accruals. The RA has the potential to overcome with this cause of default. The net worth and financial standing / credibility of the RA is good. Shri. Nirmal Kumar Athawale has a good network across Maharashtra and Vidarbha being the Ex-President of Builders association which will be useful in sales & marketing efforts. To look after day to day operations as factory in charge, RA has shortlisted a senior experienced person Shri. Ashok Jogi, from the CD who was employed with the CD since year 2000. Shri. Jogi has good experience in operations, procurement of Raw Materials, sales and marketing, Human resource management and handling day to day operations at plant. He has also agreed to support the RA by way of finding suitable labour and work force required to run the plant both skilled and unskilled.

The resume of the key personnel is given as Annexure – 4

SECTION 3: RESOLUTION PLAN

On the basis of information memorandum provided by the resolution professional, we hereby submit the following resolution plan:

S r.N o.	Particulars	Remarks
1	Main strategy proposed in the Resolution Plan	Refer Para 3.1
2	Specify procedure for payment of dues towards resolution process costs/ financial creditors/ operational creditors/ government dues etc.	Refer Para 3.2
3	Provision for payment of Insolvency Resolution Process Cost	Refer Para 3.3
4	Proposal for payment of financial creditors a) The sources of financing the financial creditors. b) Provisions relating to payment of dues equivalent to the financial creditors in priority to consenting financialcreditors.	Refer Para 3.4
5	Proposal for payment of Workmen Dues and Staff Cost including the plan for existing manpower of Corporate Debtors	Refer Para 3.5
	Proposal for payment of operational creditors a) The sources of financing the operational creditors.	Refer Para 3.6
7	Proposal for Equity Stakeholders	Refer Para 3.7
8	1. Term of the resolution plan and its implementationschedule 2. Proposal relating to the management and control of the business of the Company during itsterm 3. Proposal relating to adequate means for supervising itsimplementation	Refer Para 3.8
9	Waivers, Relief and Concessions	Refer Para 3.9
1 0	Eligibility Details in relation Of Resolution Applicant and Connected Persons	Refer Para 3.10

3.1 Strategy Proposed by ResolutionApplicant

A. Current Situation & ResolutionRequired

1.

The Corporate Debtor is currently undergoing corporate insolvency resolution proceedings under the Code and Regulations. As part of this process, the Resolution Professional has invited proposals for a resolution plan for the CorporateDebtor.

2.

ThisResolutionPlanisbeingsubmittedpursuanttotheInformationMemorandumand isintendedtoaddresstheinterestsofallstakeholderssuchthataholistic,long-termand balanced resolution emerges in the process. The key elements of the insolvency resolution include equity infusion, debt restructuring, addressing dues of creditors, future working capital requirements, organizational and operationalstrategies.

3.

Inspite of having ED’s attachment as informed by the RP, the RA wish to go ahead with the plan in view of newly inserted Section 32 A which gives a sort of protection or assurance from the law makers that his plan will not be stuck up due to events prior to CIRP date and pertaining to the earlier management and promoters of the CD.

B. Operational BusinessPlan

(i)

The Resolution Applicant submits the Resolution Plan with the strategic vision to provide outstanding quality services to its customers by reviving the operations of the CorporateDebtor.ResolutionApplicantsubmitsthebusinessplanfor5yearsbasedon the information gathered from the market.

(ii)

Action plan for building the capability required (technical, financial, manpower etc.) to ramp up the scale of operations by adding some new machines.

1.

We shall start off with existing resources available at the unit and start rebuilding the capacity with required investment in repair & maintenance of plant and machinery.

2.

Necessary capital expenditure relating to strengthening internal plant condition for makingitcomplianttorequiredstandardsshallalsobedoneduringourrevivalplan implementation.

3.

As the unit picks up the pace, necessary technical, skilled and unskilled human resourcesshallbeaddedaccordingtocapacityrequirementandunitshallbebrought on normal operation level. With our expertise, we shall ensure that necessary technical upgradation is done wherever possible to improveatomization.

4.

We proposed need based additional capital infusion in cash or kind amounting to Rs. 261 Lakhs out of which we estimate that approx. Rs. 68Lakhs shallberequiredforrefurbishmentofplant&machinery and to make the machinery run.Rs. 30 Lakhs for various compliances, permissions and margin money for BG. Balance Rs. 163 Lakhs shall be used as margin for working capital in the first year. 5. We estimate that restarting of the operation in present condition, initial capacity utilizationwillbe60%forthe1^styear anditis anticipated that the same will be increased by 5% every year up to 75% of capacity utilization and the same level will be maintained constant.

6.

A detailed estimation for 1^st 5 years has been done for the unit and projections are summarized asunder:

(Rs in Lakhs)

Headings	Y r 1	Y r 2	Y r 3	Y r 4	Y r 5
EXPECTED CAPACITY UTILISATION	6 0 %	6 5 %	7 0 %	7 5 %	7 5 %
TOTAL REVENUE	477 1.20	542 7.24	613 7.00	690 4.13	7249 .37
TOTAL OPERATING COST	449 2.29	513 6.50	580 7.74	653 0.45	6862 .48
OPERATING PROFIT	278. 91	290. 74	329. 25	373. 67	386. 89
NON-OPERATING EXPENSES	189. 03	193. 13	198. 62	202. 26	201. 24
PROFIT BEFORE TAX	89.8 8	97.6 1	130. 63	171. 41	185. 65
DEPRECIATION	10.3 6	11.6 2	12.8 9	15.5 8	18.1 1
INTT. ON WORKING CAPITAL	55.0 0	60.5 0	66.0 0	71.5 0	74.2 5
INTT. ON TERM LOAN + UNSECURED LOAN	42.7 9	37.9 4	31.0 1	21.7 7	12.5 3
PROFIT BEFORE INTT. & DEP.	198. 02	207. 67	240. 52	280. 26	290. 53
CURRENT TAX	22.6 7	25.1 3	34.6 1	45.9 1	49.8 5
NET PROFIT AFTER TAX	67.2 1	72.4 8	96.0 2	125. 51	135. 80

Installed Capacity: 64 MT per Day i.e. 8 MT into 8 heats per day i.e. 64 MT Number of working days in a year: 350 Days

7.

It Is estimated to maintain the net profit after tax to sale in the region from 1.41% to 1.87% byfifthyear.Thiswillgenerateproperliquidity to address the potential capital expenditure, avoid any contingencies and the planned spending on marketing anddevelopment.

(iii)

Actionplantobidforfuturesalearrangementandrawmaterialsourcingarrangements

1. SalesArrangement  We shall be bringing back, old prestigious customers who have moved away in

the past due to financial derailment of the CorporateDebtor. Further new additions will be made as per market credentials and market standing of customers.  As the capacity shall ramp up, we shall bid for all available domestic assignments and improve order portfolio. The marketing team will be strengthened and services of buying houses and agents shall be taken to grab goodcustomers.

2. Raw MaterialSourcing

Name of Supplier	Item	Location
M/s. Mahendra Sponge & power (P) Ltd.	Sponge	Raipur
M/s. Lloyds Metal & Energy Ltd.	Sponge	Chandrapur
M/s. Jai Balaji Jyoti Steels Ltd.	Sponge	Orrisa
M/s. Shree Bajarang Sales Pvt. Ltd.	Silico Manganese	Nagpur
M/s. Monnet Ispat & Energy Ltd.	Pig Iron	Raigarh
M/s. Sushil Traders	Waste Scrap	Nagpur

TheinitialcapitalisproposedtobeinfusedthroughcashequitybyustotheextentofRs.330Lakhsandbalance fundisplannedtobringasquasicapitalintheformofunsecuredloantotheextentof Rs. 75Lakhs and balance Rs. 336Lakhs in the form of secured loan.

We are estimating the additional fund of Rs. 261 Lakhs towards the initial working capitalmargin and capex & Statutory (Legal) requirements, margin money for BG, working capital facility against receivables and inventories to the extent possible. The internal accrual will support the cash conversion cycle.

A Resolution Plan has made demonstrating that it addresses the cause of default and its feasibility and viability.

3.2

Infusion of funds for payment of dues towards resolution process costs/ financial creditors/ operational creditors/ government duesetc.

S Amo

Infusion of Funds r unt . Rs. N Lakh o s .

1.	Upfront Cash Payment. Infusion of funds in the Corporate Debtor by way of subscription of equity share capital of the Corporate Debtor and balance by way of Quasi Capital either in form of Debt.	144.00
2.	Upon fulfilment of the Conditions Precedent, the Resolution Applicant shall arrange for additional funds for infusion for improving operations of the Corporate Debtor as may be required, from time to time, including requirement towards operations and maintenance of the business of the Corporate Debtor, etc. as maybe deemed fit by Resolution Applicant for improving theoperations. Fresh infusion of need based working capital funds by way of debt in the Corporate Debtor by the Resolution Applicant and/or its connected persons and/or any other entity related to the Resolution Applicant, for improving operations	336.00
	Total	480

TheResolutionApplicantandtheFinancialCreditorsshallexecuteDefinitiveAgreementsas is required for implementation of the Resolution Plan on or before the effective Date.

Application of Funds

S r. N o	Application of Funds	Amo unt Rs. Lakh s
1.	Insolvency Resolution Process Cost We have estimated CIRP cost amounting to Rs. 18 Lakhs which will paid as per actuals and payables to financial creditors will be adjusted accordingly)	18.00
2.	Payments to Secured Financial Creditors	455.61
3.	Payment to Workmen as per Form D (no Claim)	Nil
4.	Payment to Employees (No Claim)	Nil
5.	Payments to Unsecured Financial Creditors (Non-related)	2.41
6.	Payments to Unsecured Financial Creditors (Related)	Nil
7.	Payment to Operational Creditors	3.98
8.	Payment to Statutory Authorities	Nil
9.	Reserves for contingencies	Nil
B.	Total	480.00
C.	Additional funds for infusion for improving operations	261.00
	Total	741.00

3.3 Provision for payment of Insolvency Resolution ProcessCost

(i)

Amount as per RP:

Rs. 12.25 Lakhs Amount payable as per the information provided by the Resolution professional.However,thefinalamounttobepaidwillbebasedontheactualInsolvency Resolution Process Costs (as defined in the Code) incurred in accordance with the provisions of theCode and payables to the financial creditors will be adjusted accordingly.

(ii)

Proposed PaymentTerms:

The Insolvency Resolution Process Costs will be paid out by the secured financial creditors in priority over payments to any other Creditors within 75 days of approval of resolution plan by AA.

Once the Insolvency Resolution Process Costs have been paid in full in terms of this ResolutionPlan,itisclarifiedthatnoclaims,liabilities,fines,costs,expensesoranyother payment of such nature or otherwise, that are or are claimed to constitute Insolvency Resolution Process Costs shall be payable by the Resolution Applicants and/or the CorporateDebtor.

3.4 Proposal for payment of financialcreditors

A. Secured FinancialCreditors

(i)

Claim Admitted Amount: Rs. 21,49,18,809 as per the Table 7 (A) of this document.

SourcesofFunds:TheupfrontpaymentofRs.122.02Lakhsshallbepaidoutofinfusionoffunds by way of equity and debt in the CorporateDebtor and balance Rs. 333.09Lakhs within 365 days of approval of resolution plan by NCLT

B. Unsecured Financial Creditor

Claim Admitted Amount: Rs. 11,38,082 as per the table 7 (A) of this document

SourcesofFunds:TheupfrontpaymentofRs.0.65Lakhsshallbepaidoutofinfusionoffunds by way of equity and debt in the CorporateDebtor. Balance Rs. 1.76Lakhs within 365 days of approval of resolution plan by NCLT

C. Unsecured Creditors - RelatedParties

(i)

Claim Admitted Amount: Rs. 338.69 Lakhsas per the Table 7 (B) of this document.

(ii)

Treatment for the UnsecuredCreditors (Related Party)

Particulars	Rs. Lakhs
The payment shall be paid out of infusion of funds by way of equity and debt in the Corporate Debtor.	Nil
Total

3.5 Proposal for the Dues related toworkmen  Asperthedataprovidedduringduediligence&claimamountadmittedbytheRPasper the details

shared in the IM, the dues pertaining to Workmen and Employees of the Corporate Debtor aggregate to Rs. NIL.

(a)

Save and except as provided hereinabove, all Claims, debts and dues of the Employees and Workmen pertaining to the period prior to the approval of the Resolution Plan by the COC shall stand satisfied and extinguished, and no Claim, debtordueshallsubsistagainsttheCorporateDebtorandtheResolutionApplicant by the Employees andWorkmen.

(b)

It is clarified that in the event any Claim of the Employees and Workmen are not submitted to the Resolution Professional prior to the approval of the Resolution Plan by the COC or such Claim is not admitted or rejected by the Resolution Professional or such Claim raised subsequently however pertains to period prior to the approval of the Resolution Plan by the COC, such Employees and Workmen shall not be entitled to receive payments, if any, under the Resolution Plan with respect to suchClaims.

3.6 Proposal for payment to the OperationalCreditors

Operational Creditors whose claims have been admitted by RP as per the Table 7 of this document.:

Claims Admitted by IRP	Admitted Amt In Lakhs
Operational Creditors	398.04

The Resolution Applicants shall pay as under:

Particulars	Proposed Amt (Rs. in Lakhs)
The payment shall be paid out of Capital infusion and debt	3.98

This will be paid in full upfront.

For Operational Creditors as mentioned above:

(i)

All dues payable to Operational Creditors other than those claims which are admitted, shall be written off in full and shall be, andbe deemed to be, permanently extinguished as on the TransferDate. Transfer date here and henceforth means the date on which the final payment is made to the financial creditors as per the approved payment schedule.

(ii)

In addition to the covenants contained in Clause 16 of the ResolutionPlan:

(a)

Save and except as provided hereinabove, all other Claims, debts and dues of the Operational Creditors, pertaining or related to the period prior to the approval of the Resolution Plan by the COC or arising on account of acquisition of control over the Corporate Debtor by the Resolution Applicant pursuant to this Resolution Plan shall standsatisfiedandextinguished,andnosuchexistingclaim,debtordueshallsubsist against the Corporate Debtor and the Resolution Applicant by the Operational Creditors. It is clarified that in the event any Claim of the Operational Creditors are not submitted to the Resolution Professional prior to the approval of the Resolution Plan by the COC or such Claim is rejected by the Resolution Professional or such Claimraisedsubsequentlyhoweverpertainsorrelatedtoperiodpriortotheapproval of the Resolution Plan by the COC or arising on account of acquisition of control over the Corporate Debtor by the Resolution Applicant pursuant to this Resolution Plan, such Operational Creditors will not be entitled to receive payments, if any, under the Resolution Plan with respect to suchClaims.

(b)

AllclaimsthatmaybemadeorarisenagainsttheCorporateDebtorinrelationtoany payments required to be made by the Corporate Debtor under Applicable Law (including taxes), or in relation to any breach, contravention or non-compliance or Applicable Law (whether or not such claim was notified to or claimed against the Corporate Debtor had such time, and whether or not such governmental authority was aware of such claim at such time), in relation to the period prior to the Transfer DateorarisingonaccountofacquisitionofcontrolovertheCorporateDebtorbythe Resolution Applicant pursuant to this Resolution Plan, including, without limitation in respect of the applicable laws, matters and proceedings is a “claim” and “ debt” eachisdefinedundertheCode,andwouldconsequentlyqualifyas“operationaldebt” (as defined under the Code) and therefore the full amount of such claims shall be deemedtobeowedanddueasoftheinsolvencycommencementdate,theliquidation valueofwhichisNILandthereforenoamountispayableinrelationthereto.Further, the directors, key managerial personnel and officers of the company nominated and/ or appointed by the Resolution Applicant on the Transfer Date shall not incur any liabilities (whether civil or criminal) for such breach contravention or non-complianceofApplicableLawbytheCorporateDebtorinrelationtotheperiodprior to the TransferDate.

(c)

The claims/obligations/liabilities of the Corporate Debtor under the diverse agreements executed with the related parties, subsidiaries, associates etc. shall be deemedtohavearisenasontheInsolvencyCommencementDateandallsuchclaims/ obligations/ liabilities shall, on the Transfer Date, stand extinguished and satisfied, and no such existing claim or due shall subsist against the Corporate Debtor and the ResolutionApplicant.

3.8 Indicative Timelines of events for implementation of ProposedPlan

3.8.1. IndicativeTimelines

S r.N o.	Activity	Time line (da ys)
PHASE I - APPROVAL PROCESS OF THE PROPOSED PLAN
1	Presentation of Proposed Plan to the CoC	X
2	Approval of Proposed Plan by CoC	X+ 7
3	Application to NCLT	X+ 15
4	Approval by NCLT ('Effective date')	E
5	Notice on the Company’s Website	E+ 14
6	IntimationtotheStockExchanges,CoC,IBBI,SEBI,RBI,Taxauthorities and various other statutory authorities (asapplicable)
7	Intimation to all Creditors, existing shareholders and other stakeholders of the Company
PHASE II - SETTLEMENT OF CREDITORS
8	Payment of CIRP Costs as approved by CoC	E+ 75
9	Payment to Operational Creditors	E+ 75
1 0	Payment to Financial Creditors	E+ 75
PHASE III - IMPLEMENTATION OF PROPOSED PLAN
1 1	Change in Memorandum and Articles of Association and other documentation as required under the proposed plan.	E+ 75
1 2	Management of Company:
	(i) Constitution of newBoard;	E+ 30
	(ii) Appointment of key managerial personnel;and	E+ 30
	(iii) Resolution Applicant shall appoint statutory auditors of their choice, subject to applicableregulations.	E+ 90

The above timeline is based on the assumption that all the relevant and necessary approvals will be obtained in timely manner, however, any delay in obtaining the same, may affect the assumed timeline mentioned above.

In case of any objection/appeal is filed, against the approved Resolution Plan by NCLT, with NCLAT/ or any other authority court, due to which the approved Resolution plan is stayed / injunction/ interim stay or challenged, the effective date will be, the date of final approval by the Highest Authority.

3.8.2. Proposed Settlement of Dues Under the ProposedPlan

(Rs. In Lakhs)

S r.N o.	Name of Creditor	Cla im	%Pa yme nt	Within75D ays*	Balance Within 365 Days *	T ot al
A.	CIRP	18. 00	100 %	18.00	-	1 8. 0 0
B.	Secured Financial Institutions
	Bank of Baroda	214 9.1 9	21.2 0%	122.0 2	333.5 9	4 5 5. 6 1
C.	Unsecured Financial Creditor
	Vidarbha Infotech Pvt. Ltd.	11. 38	21.2 0%	0.65	1.76	2. 4 1
D.	Unsecured Loan (Related Parties)	338 .69	0	0	0	0
E.	Sundry Creditors (Related)	179 .64	1%	1.79	0	1. 7 9
	Sundry Creditors (unrelated)	218 .41	1%	2.18	0	2. 1
						8
		291 5.3 1		144.0 0	336.0 0	4 8 0. 0 0

* From the date of approval of Resolution Plan by NCLT.

Thus, the RA will pay Rs. 144.00 within 75 Days of Approval of Resolution Plan by AA and will require to invest additional Rs. 212.10 Lakhstowards expenditure for commissioning of Plant, ROC, Misc. permissions, margin for BG and 25%(Approx.) of Margin money towards working capital. Thus, an initial cash outflow of Rs. 356.10Lakhswill be sourced through raising of equity share capital and unsecured loans from Directors, friends and relatives.The Resolution applicant reserves the rightto prepay the above-mentioned dues of financial creditors after discounting the same at the rate of twelve percent per annum. The BG Submitted as per RFRP document shall be returned on successful payment of Rs. 144.00 Lacs to be paid in 75 Days.

3.8.3. Mechanism Regarding Management, Control & Supervision of The AffairsOf TheCompany

(i)

Phase I Period – from date of approval of Committee of Creditors till the NCLT Approval Date

ThePhaseIPeriodasappearinginthisResolutionPlanshallmeantheperiodfromthedate ofapprovaloftheResolutionPlanbyCommitteeofCreditorstilltheNCLTapprovaldate. The Resolution Professional shall continue to manage the affairs of the Corporate Debtor. The Resolution Professional shall facilitate, in accordance with the Code and Applicable Law, access to information, systems, employees and contractual counterparties of the Corporate Debtor to the Resolution Applicants.

(ii)

Phase II Period – from the NCLT Approval Date till the TransferDate

The Phase II Period as appearing in this Resolution Plan shall mean the period from the NCLT Approval Date till Transfer Date.

a. Management and Control of the CorporateDebtor

2 New directors will be there on the BOD of the company namely:

a)

Shri Nirmal Kumar Athawale

b)

Shri. Saurabh Athawale Further names may be added to Board at appropriate time.

OnandfromthedateofapprovaloftheResolutionPlanbytheAdjudicatingAuthority, andtilltheoccurrenceoftheTransferDate,theCorporateDebtorshallbemanagedby the Implementation and Monitoring Committee.

b. Implementation, Supervision and Monitoring Committee: (Referred as Implementation and monitoring committee)

(i)

Upon the NCLT Approval Date till the Transfer Date, we propose an Implementation and Monitoring Committee comprising of 3 (three) persons of which 1 (one) will be a person nominated by the Resolution Applicants i.e.Dharap Kolhatkar & Co., Chartered Accountants, 1 (one) will be nominated by the Lenders, and 1 (one) will be an independent member as selected by the Resolution Applicants, will be constituted without any further action required from the Corporate Debtor or the Resolution Applicants (“Implementation and Monitoring Committee”) subject to approval of committee of creditors.

(ii)

Terms of appointment of the members of, and details of the functioning of the ImplementationandMonitoringCommitteewillbefinalizedbytheFinancialCreditors and the Resolution Applicants jointly and any related costs relating to such appointments, and terms thereof, shall be borne by the CorporateDebtor. The provision for the cost to be incurred has already been made.

c. Formation of the ReconstitutedBoard

The newly appointed Implementation and Monitoring Committee shall beresponsible for the supervision of the day to day affairs of the Corporate Debtor till the Transfer Date. On the NCLT approval date, all the existing directors of the Corporate Debtor, without any further action being required on the part of any Person, shall, unless otherwise required by the NCLT or agreed to by the Resolution Applicants inwriting, be deemed to have resigned from the Board of the Corporate Debtor and the Board of the Corporate Debtor will be reconstituted to comprise of persons nominated by the Implementation and Monitoring Committee and if no persons are nominated by the Implementation and Monitoring Committee, in such an event, the members of the ImplementationandMonitoringCommitteeshallconstitutetheBoardoftheCorporate Debtor (“ReconstitutedBoard”).

TillthetimetheReconstitutedBoardappointed,being100%Equityinfusionmadeby the Resolution Applicant, the existing board of directors of Resolution Applicant will constitutetheBoardofDirectorofCorporateDebtor.PleasereferTable9onpageno. 34 For the DIN, qualification for each member of theBoard

d. Function of the ReconstitutedBoard

After approval of the Resolution Plan by the NCLT, till the Transfer Date, the Implementation and Monitoring Committee shall oversee the management of the affairs of the Corporate Debtor (along with the Reconstituted Board). The ImplementationandMonitoringCommitteeandtheReconstitutedBoardshallcomply withtheprovisionsoftheResolutionPlanandshallnottakeoromittotakeanyactions which could impact the successful implementation of this Resolution Plan. Further, the Resolution Applicants may appoint an independent observer to the Reconstituted Boardbywayofacleantermsarrangement,inaccordancewithApplicableLawsfrom the NCLT approvaldate.

(iii)

Phase III Period- After TransferDate

On and from the Transfer Date, the Resolution Applicants shall constitute the boardof the Corporate Debtor and appoint key managerial personnel, which may include independent professionals (“New CompanyManagement”).

a. Control & Supervision of the New CompanyManagement

(i)

The New Company Management shall define organization structure, policies, procedures, records and methods of reporting that are necessary to collectively ensure that the financial and non-financial operations of the Corporate Debtor is conducted in an orderly and efficient manner to achieve the Corporate Debtor’s objectives.

(ii)

Assessing and containing the risks faced by the Corporate Debtor to acceptable level.

(iii)

Preventing and correctingirregularities.

(iv)

Safeguarding assets against the loss /misuse.

(v)

Ensuring financial and other records are complete in all respects and accurately and reliably reflect the conduct of the CorporateDebtor.

(vi)

Preventing the misuse or appropriation ofresources.

(vii)

Resources are acquired economically and employed efficiently, qualify business processes and continuous improvement areemphasized.

(viii)

TheactionsofallofficersoftheCorporateDebtorincludingDirectors,Key Managerial Personnel, Senior Management and Staff are in compliance with the CorporateDebtor’spoliciesstandardcomplianceandproceduresandalsorelevant laws andregulations.

(ix)

Monitoring of systems related to accounting and reporting as also relate to the organization’s culture, communication process both internal and external,which include, handling of funds received and expenditure incurred by the Corporate Debtor, preparing appropriate and timely financial report to the Board and Officers,conductingtheannualauditoftheCorporateDebtor,CorporateDebtor’s financial statements, evaluating staff and progress, maintaining inventoryrecords and properties and their whereabouts and maintaining personal and conflict of interestpolicies.

(x)

TheCorporateDebtorshallalwaysmaintainthehighestgovernancestandardsand practices by formulating “Corporate Governance Policies and Code of Conduct”. ThesePoliciesandCodeshallprescribeasetofsystems,processesandprinciples, which conform to the highest international standards and are reviewed periodically to ensure their continuing relevance, effectiveness and responsiveness to the needs of investors, both local and global, and all other stakeholders.

b. Managerial Competence and technicalabilities

The Resolution Applicant shall endeavor to recruit such persons in the Corporate Debtor that may be required to efficiently and effectively handle the current operation and business of the Corporate Debtor. Such persons shall have relevant exposuretothefieldofoperationoftheCorporateDebtorandshallbeexperienced enough to handle the technical aspects of business aswell.

c. Appointment of Auditors (Statutory andInternal)

TheResolutionApplicantwillendeavortoretainthepresentstatutoryandinternal of the Corporate Debtor, subject to their reassessment and take the decision appropriately in interest of the Corporate Debtor in the duecourse.

d. Retention ofemployees

The Resolution Applicant will endeavor to retain the present staff and resources oftheCorporateDebtortoeffectivelymanagethebusiness,subjecttoreassessment ofthecapabilityoftheemployeesandtakethedecisionappropriatelyininterestof the Corporate Debtor and continuity/feasibility of itsbusiness.

3.9 Waivers, Concessions andRelief

3.9.1. CapitalReduction

The existing subscribed share capital of the corporate debtor is Rs. 205.00 Lakhs which is20.50Lakhs share of face value Rs.10 each. The existing shareholders of the corporate debtor is detailed in table no. 1 on page 14

ResolutionApplicantproposedtocancelallthesharesissuedtotheexistingshareholders,hence making their%ofshareholdingasNil.Thereshallbenorequirementtoadd"andreduced"inthenameof theCompanyandallliabilitiesoftheCompanyappearingascurrentborrowingsinrespectofsuch equity shares that have been reduced will be completely reduced to nil without any liabilities, claims or obligations by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company, the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relationhereto.

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

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

The Resolution Applicant and the new management of the Company will comply with the requirements of SEBI, Companies Act 2013, FEMA and any other law for the time being inforce asapplicable,subjecttotherelaxationsthathavebeenannouncedandthatmaybeannouncedprior to the implementation of the ResolutionPlan.

ROC Fees and Penalty:

Waiver is request from the ROC fees and penalties for all the past years in which the corporate debtor has failed to make various compliance of ROC.

Release of attachment of ED:

As per section 32 A of the I & B Code 2016, request is made for release of attachment of lands.

3.9.2. CapitalInfusion

Regulation 37(1)(I) of CIRP Regulations 2016, provides for inclusion in any Resolution Plan as follows“Issuanceofsecuritiesofthecorporatedebtor,forcash,property,securities,orinexchange for claims orinterests,”

Compliance

Resolution Applicant, in relation to the above-mentioned reduction and additional issue ofshares, shall comply with all the relevant laws as applicable and required. Also, Resolution Applicant, seeksspecificreliefsfromrespectivestatutoryauthoritiesandcompliances,amongstothers,would include and not limitedto:

● Section 66, Section 42 and Section 62 of Companies Act 2013 in relation to reductionand fresh issue of sharecapital.

● SEBIRegulationslikeSecuritiesandExchangeBoardofIndia(ForeignPortfolioInvestors Regulations, 2014,etc.

● SEBI Regulations on Minimum PromotorShareholding

3.9.3. PersonalGuarantee

Resolution Applicant clarifies that all the liabilities, personal guarantee, corporate guarantee provided by the erstwhile promoters/directors/guarantors of the Corporate Debtor shall be in subsistence and financial creditors shall have the right to proceed against the erstwhile promoters/directors/guarantors which shall not include corporate debtor.

3.9.4. TransactionalAudit

Resolution Applicant proposes to relinquish their rights in favor of the Financial Creditors pertaining to the funds that the Corporate Debtor would be eligible to receive based on the Transactional Audit that may have been conducted during CIRP.

Any costs / expenses with respect to such recovery proceedings to be borne by the Financial Creditors. The Resolution Applicant will provide limited support by way of confirmation(s) on any matter related to the aforesaid recovery

3.9.5. Release of Charge andWithdrawals

On approval of the Resolution Plan, the Financial Creditors to inform various registries maintainingcreditscoresoftheCorporateDebtoraboutchangeinManagementthroughCIRPand accordingly a fresh scores be allotted to the CorporateDebtor.

Margin money and fixed deposit if any shall be continued to be part of the company's asset and shall not be adjusted by the lender against any outstanding dues.

Issue of No Dues Certificate and filing of satisfaction of charge with ROC by all Financial Creditors.

3.9.6. Right ToAccess

On approval of Resolution Plan by CoC, the Resolution Applicant shall have access to all the records/premises/factories/documents through Resolution Professional to finalize the further line of action required for starting of theoperation.

3.9.7. Handover Between RP &RA

On approval of the Resolution Plan, the rights of the RP will cease and RP shall handover all the documents/records in physical or digital form to the resolution Applicant.

After approval of Resolution Plan by NCLT

● CoC will cease toexist

● CoC / RP will hand over entire power / charge to the ResolutionApplicant.

● The management will be vested in the hands of ResolutionApplicant.

● The existing Board of Directors of SCPL shall stand dissolved and the New Board of Directors shall be constituted by the ResolutionApplicant.

3.9.8. Foreclosure of FinancialCreditors

Resolution Professional propose to foreclose the outstanding amount at any point of time in case of any surplus cash flow generated from the business of the Corporate Debtor without any payment of foreclosure fees / prepayment charges.

3.9.9. Waivers of the Liabilities

1.

Waiver of the Statutory Liabilities/ Contingent Liabilities incurred and accrued to statutory authorities viz. VAT, GST, EPCG, Sales Tax, Income Tax, Excise, Customs, FEMA, Export Obligations,etc.:

● The resolution applicant would like to revive the company with complete peace and certainty; therefore, all the statutory dues, taxes, penalties, penal interest, demands, etc. incurredfortheperiodtillthecommencementofCIRPdate,tobe/shallbewaivedandmay beassuredtotheresolutionapplicantthatnosuchclaimfromanypersonorauthorityshall disturb the process ofrevival.

● The CoC is requested to approve and the adjudicating authority is requested to direct reversal or withdrawal of all the disallowances made in the Income tax assessment proceedings.

● Carried forward and brought forward losses for all the preceding 8 years shall be allowed for a fresh period of 8 years. Upon this Resolution Plan coming into effect as on the Transfer Date, the Resolution Applicant shall be allowed to carry forward and set off any losses of all the preceding 8 years of Corporate Debtor for a fresh period of 8years.

● Further, all litigations, appeals, arbitrations, before all / any authorities across India shall stand abated. Further, any penalties, Interest, fine, charges, damages, compounding fees etc. shall be withdrawn and standsabated.

● All the demands raised in any form including any charges, levy, duty, interest, penalties, etc. by various Income Tax Authorities, Tribunals, Courts, Sales tax / Goods and Service Tax authorities, Excise and Custom department, Electricity Department, Water Department, Pollution Control Board and any other authority in any or all the courts of India as on date shall be waived off in totality.

2.

Waivers of MAT liability arising on account of write off ofloans:

● Adjudicating Authority is requested to direct the Income Tax authorities to consider that any income arising due to waiver of all liabilities should not be treated as income and no tax or book profit tax i.e. MAT shall be levied on thesame.

● The Resolution Plan envisages the write off of interest and loans after paying the consideration for the corporate debtor. The write-back of this liability is expected to representanotionalprofit/incomeintheprofitabilitystatementofCorporateDebtor.Such Notional Profit may also attract the provisions pertaining to Minimum Alternate Tax (MAT)U/s115JBoftheIncomeTaxAct,1961.SuchaMATwouldalsobringasubstantial amount of liability on the Corporate Debtor and impact the liquidityposition.

● Thereby, it is proposed that the Hon’ble NCLT may waive any potential MAT liability occurring on account of write-back of the loans, in terms of this ResolutionPlan.

3.

Waiver of the dues of the Operational Creditors and other current liabilities and any other operational liability accrued and incurred before Insolvency (CIRP) commencementdate:

● The Resolution Plan seek total waiver of any amount due to the Operational Creditors, the other sundry creditors, and other current liabilities including advances from customers, distributors, etc. recorded/unrecorded in the books of account, claimed or not claimed for the period till the commencement of CIRPdate.

4.

Litigationmattersincludingbutnotlimitedtocivil,criminal,investigations,etc.ifanypending between/ against corporate debtor or Promoters before any courts/authorities all over India shall standwithdrawn.

5.

WaiverofanyTaxLiabilityarisingonaccountofWriteoffoftheOperationalCreditors

● Any Liability arising on account of write back of the operational creditor should not be taxed in the hands of the resolutionapplicant.

● ProvisionofSection41(1)ofIncomeTaxActshouldnotbeappliedontakeoverofthe corporate debtor by the resolutionapplicant.

6.

Waiver of any/all liability incurred and accrued before Insolvency (CIRP) commencement date because of services of Workmen and Employeesrendered:

● There might be future claims from the workers and employees for period prior to the commencementoftheCIRP.Therefore,theplanseekswaiverfromanyotherclaimthat may come in future by the Worker and Employees for the period prior to the commencement ofCIRP.

7.

Waiver of any liability incurred and accrued before Insolvency (CIRP) commencement date on account of Financial Debt owed to UnsecuredCreditors:

● TheResolutionPlanseekswaiveroftheUnsecuredFinancialCreditorswhichhavebeen incurred before CIRP and also any liability incurred on account of financial debt owed tounsecuredcreditorswhichnotclaimed,incurredfortheperiodtillthecommencement of CIRPdate

8.

Waiver of all the Contingent Liability arising out of any acts or actions of the company done before the Insolvency (CIRP) commencementdate:

● As per the information memorandum and other information supplied to us by the resolution professional, no claim has been filed against any contingent liability or disputedliability.Whateverclaimshavebeenfiled,aredealtwithintheresolutionplan. The Corporate Debtor will not be liable to pay any other claim which may be filed in future or which may occur or fructify contingent to anyevent.

● Any contingent liability disputed or otherwise, reflected in the balance sheet or not, submittedbytheResolutionProfessionalornot,shallbeextinguished/waivedandthere shall be no liability arising out of such contingent liabilities at any time in thefuture.

● All pending proceedings and suits with any authorities, arbitrator, tribunals and courts all over India shall be withdrawn or shall abate on approval of the Resolution Plan by the AdjudicatingAuthority.

9.

Waiver of unclaimed dues if any, and any other operational liability which are not reflected before the CIRP commencementdate.

● The resolution plan seeks total waiver of any amount due to anyone, including other sundry creditors, workmen, government dues and/or any other liability including advance from customers, distributors, etc. which are not reflected in the books of accounts for the period till the commencement of CIRPdate.

10.

No recourse on corporate debtor against any amount recovered from corporate guarantors

● The Resolution Applicant seeks entire waiver of corporate guarantee given tolenders.

● As per the contract act, the guarantor falls in the shoe of lender in case any amount is recovered from the guarantor by the lenders. This situation will create complete uncertainty about the total consideration for the resolution applicant and about the revival of the unit. We seek protection against any such claim in future. The corporate guarantors would not have any recourse against the corporate debtor against any amount recovered by the lenders from them against their guarantees. The deed of guarantee therefore stands modified on approval of resolution plan and the recourse available with the guarantor if any, as per the deed of guarantee would standmodified and the guarantors will have no recourse against the corporate debtor against any amount recovered from them by lenders.

11.

Waivers for any/all liabilities arising with SEBI Regulations/Companies Act 2013/ Companies Act 1956/FEMA Regulations/LaborLaws:

● Hon’ble NCLT to waive any liability arising with SEBI Regulations/Companies Act 2013/Companies Act 1956/FEMA regulations for the period till the commencement of CIRP date.

● AdjudicatingAuthorityisrequestedtodirectSEBItowaiveofallthepenalties,charges, fees, etc. arising out of non-compliance of the requirements if any of its Regulations, Rules, Circulars, Notifications,etc.

● AdjudicatingAuthorityisrequestedtodirectROCtowaiveofallthepenalties,charges, fees, etc. arising out of non-compliance of the requirements if any of its Regulations, Rules, Circulars, Notifications,etc.

● Adjudicating Authority is requested to waive of all the penalties, charges, fees, etc. arising out of non-compliance of the requirements if any of FEMA Regulations, Rules, Circulars, Notifications,etc.

● Adjudicating Authority is requested to waive of all the penalties, charges, fees, etc. in any form arising out of non-compliance of the requirements of any of the Labor laws like Employee State Insurance Act, 1948, Provident Fund Act, Payment of Bonus Act, Contract Labor Act, 1973, Minimum Wages Act, Equal Remuneration Act, 1776, Factories Act, 1948, Gratuity Act, 1972, etc. and to withdraw all/any pending litigation in case of above laborlaws.

● Adjudicating Authority is requesting to waive the pending filing of the financials and other documents as per The Companies Act 1956and The Companies Act 2013 with Registrar ofCompanies.

12.

For unknown liabilities/off balance sheettransactions:

● The Resolution Applicant/Corporate Debtor/Promoter of Corporate Debtor shall not be liable to pay any hidden/unknown liabilities/off balance sheet transactions surfacing at any future date after approval of Resolution Plan byCoC.

13.

Payments to Creditors submitting claims after approval of the ProposalPlan

● TheCodeandtheCIRPRegulationsentitleallcreditorsofacorporatedebtortosubmit theirclaimstotheRPonorpriortothedateonwhichtheresolutionplangetsapproved by the CoC. As a result, in the event any Creditor of the Company does not submit its claims to the RP prior to the date of CoC approval, then in such case, the saidCreditor will not be entitled to receive any payments under the Proposed Plan. No legal action can be lodged against the said claim.

14.

Adjudicating Authority isrequested;

● Todirecttherespectiveauthoritytocontinuethebenefit/incentivesifanyavailableto the Corporate Debtor under the Mega Incentive and otherschemes

● Toissuesuitabledirectionsforalltherecoveryproceedingsagainstthecompanyunder DRT, SARFESI and any other law to be withdrawn as on the date of approval of Resolution Plan

● To issue suitable directions so that all the civil / criminal/ penal action / investigations pending or disposed in any court of India, or with any investigating agencies, should be waived and not be applicable to New Promoters/Management/Company. All the demand/liabilities to be waived offcompletely.

● Our offer is inclusive of payment if any that may be required against pending litigations.

● To direct Electricity Board to provide new connection without any repayment of the previous dues in name of Corporate Debtor or renew the same to run the industry smoothly.

● To direct any other board/department to provide connections in the name of the corporate debtor or renew the existing one to run the industry smoothly without any repayment of the previous dues and also to provide NOC whenever required by such departments like Fire,Safety.

● Relevant authorities to either continue or issue new existing Manufacturing License/ Factory License given in name of CorporateDebtor.

● Official Liquidator/Resolution Professional/Existing Promoters/Existing Board of Directors to handover the possession of all the records and books of accounts of corporate debtor to the New Promoters andManagement.

● To give directions to Revenue Department to grant exemption to the CorporateDebtor frompaymentofStampdutywhichmayariseonaccountoftransferofequity/issuance of equity as part of ResolutionPlan.

● To provide time of 12 months for obtaining / renewal of all regulatory approvals, licenses, certificates, registrations, regulatory filings, statutory compliances, RoC filings/removalofnon-compliancestatusetc.Further,nofines/penaltiestobelevied for such period and the same should not be treated asnon-compliance.

● To allow the Resolution Applicant file complaint with police department if requiredin order to protect themselves from any expected harm to arise in the process of taking overthebusinessofCorporateDebtorandthattheorderofAdjudicatingAuthoritywill prevail.

● To allow the Resolution Applicant to re-write the entire financial statements as perthe approved ResolutionPlan.

● To allowing the Resolution Applicant to use the name, copyrights, logo and other intellectual property rights being used by the Corporate Debtor, whether owned bythe Corporate Debtor or otherwise without any costs / expenses /royalty.

15.

Any contingent liability disputed or otherwise, reflected in the balance sheet or not,submitted by the Resolution Professional or not, shall be extinguished/waived and there shall be no liability arising out of such contingent liabilities at any time in thefuture.

16.

If there is any pending claim/ demand against the Corporate Debtor which forms the subject matterofanyproceeding,arbitralreference,suit,etc.pending/filedpriorto/duringtheCIRP process, and such proceeding results in an award / order / decree, after the submission of the resolution plan, then such decree / award holder shall be paid a sum equivalent to 1% of the adjudicated claim subject to total payment to all the creditors will not be more than 10lakhs.

17.

All new claims/litigations/dues for the period before and during CIRP will be waivedoff.

18.

Lenders forming part of CoC shall provide its full support to the New Management, which may include but not limited to providing credit opinion, providing NOC for raising additional fundsfromlender(s)againstanynewsecurityandallowcreationofchargeonnetcurrentassets for raising working capital loan fromlender(s).

3.10 Eligibility details in relation of Resolution Applicant and ConnectedPersons

S Particulars Remarks r . N o .

1	Is an undischarged insolvent	No
2	Is a willful defaulter in accordance with the guidelinesoftheReserveBankofIndiaissuedunder the Banking Regulation Act, 1949 (10 of1949)	No
3	At the time of submission of the resolution plan has an account, or an account of a corporate debtor under the management or control of such person or of whom such person is a promoter, classified as non-performing asset in accordance with theguidelinesoftheReserveBankofIndiaissuedu nder the Banking Regulation Act, 1949 (10 of 1949) 3 [ or theguidelinesofafinancialsectorregulator issued under any other law for the time being in force,andatleastaperiodofoneyearhaslapsed from the date of such classification till the date of commencement of the corporate insolvency resolution process of the corporate debtor:	No
4	Has been convicted for any offence punishable with imprisonment: (i) fortwoyearsormoreunderanyactspecified under the Twelfth Schedule;or (ii) for seven years or more under any other law for the time being inforce	No
5	Is disqualified to act as a director under the Companies Act, 2013 (18 of 2013):	No
6	Is prohibited by the Securities and Exchange Board of India from trading in securities or accessing the securities markets;	No
7	Hasbeenapromoterorinthemanagementorcontrol of a corporate debtor in which a preferential transaction, undervalued transaction, extortionate credit transaction or fraudulent transaction hastaken placeandinrespectofwhichanorderhasbeenmade by the Adjudicating Authority under thisCode	No
8	Has executed a guarantee in favor of a creditor in respect of a corporate debtor against which an application for insolvency resolution made by such creditor has been admitted under this Code andsuch guarantee has been invoked by the creditor and remains unpaid in full or part	No
9	Is subject to any disability, corresponding to clauses (a) to (h), under any law in a jurisdiction outside India; or	No
1 0	Hasaconnectedpersonnoteligibleunderclauses( a) to (i)	No
1 1	The resolution applicant or any of its related parties has failed to implement or contributed to the failure of implementation of any other resolution plan approved by the Adjudicating Authority at any time in the past.	No

“Connected persons” means

a)

Persons who are promoters or in the management or control of the resolutionapplicant;

b)

The Persons who will be promoters or in management or control of the business of Company during the implementation of the ResolutionPlan;

c)

Holdingcompany,subsidiarycompany,associatecompanyandrelatedpartyofthepersons referred to it in terms (a) and (b).

SALIENT FEATURES OF THE RESOUTION PLAN

I. The Resolution Applicant fulfils the criteria prescribed under section 29A of theInsolvency and Bankruptcy Code (amendment),2017 and Regulation38 (3) of the IBBI (Insolvency Resolution Process for Corporate Persons), Regulations,2016.

II. TheProposalprovidesforthepaymentofthecostofCIRPandfeepayabletotheIRP/RPin terms of Regulation 38 (1) (a) of the IBBI (Insolvency Resolution Process for Corporate Persons), Regulations,2016.

III. The Proposal demonstrate following in terms of Regulation 38 (3) of the IBBI (Insolvency Resolution Process for Corporate Persons), Regulations, 2016–

a. It addresses the cause ofdefault

b. it is feasible andviable

c. it has provision for its effectiveimplementation

d. it has provisions for approvals required and the timeline for the same;and

e. the resolution applicant has the capability to implement the resolutionplan.

IV. The Resolution plan complies with the guidelines in Regulation 39 of the IBBI (Insolvency Resolution Process for Corporate Persons), Regulations,2016.

V. The Proposal envisages mobilizing the entire amount required for the resolution of claims by way of infusion of fresh funds and by way of debt by way of mortgaging the business which is proposed to be acquired through this resolution plan.

VI. The Corporate Debtor will be back on track and would function as a going concern. Any assistance, incentives or benefit shall remain due and it will be payable to theResolution Applicant as and when itsrealized.

SECTION 4: CONCLUDING TERMS AND CONDITIONS

4.1. Other Covenants in the ResolutionPlan

i)

It is clarified that the existing promoters, shareholders, managers, directors, officers, or such other person in charge of the affairs and management of the Corporate Debtor (including any person who was an ‘officer in default’ or ‘occupier’ or ‘disqualified directors’) prior to the Insolvency Commencement Date 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 Code) or any acts or omissions in breach of Applicable Law which occurred prior to the Insolvency Commencement Date. Further, for the avoidance of doubt and without prejudice to the generality of the foregoing, it is expressly clarified that any criminal proceedings initiated against the officers of the Corporate Debtor prior to the Insolvency Commencement Date shall continueagainstsuchofficerswithoutanyliabilityaccruingtotheResolutionApplicant in its capacity as promoters and management of Corporate Debtor in relation to such criminalproceedings.FurtheronandwitheffectfromtheNCLTApprovalDate,allthe negotiable instruments issued by the Corporate Debtor shall stand terminated and the Corporate Debtor’s liability under such instruments shall standextinguished.

ii) OtherthantheclaimsandsettlementspertainingtotheCorporateDebtorthathavebeen envisagedandsetoutunderthisResolutionPlan,nootherpaymentorsettlement,ofany kind,shallbemadetoanyotherpersonorentityinrespectofanyotherclaims(whether or not admitted or filed or verified with the Resolution Professional) and/or any sub- judice claims and all such claims against the Corporate Debtor along with any related legal proceedings, in relation to any period prior to the Transfer Date or arising on account of acquisition of control over the Corporate Debtor by the Resolution ApplicantspursuanttothisResolutionPlan,shallstandirrevocablyandunconditionally abated,settledandextinguished.Suchextinguishmentofclaimsshallbedeemedtoform an integral part of the order by the Adjudicating Authority approving the Resolution 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. The treatment accorded to the persons receiving settlement under this Resolution Plan shall constitute an absolute discharge and settlement of the dues to which they pertain and shall be the full and final performance, discharge and satisfaction of all obligations relatingthereto.

iii) All claims, dues, liabilities or obligations, both present and future, in relation to any period prior to the NCLT Approval Date or arising on account of acquisition of control overtheCorporateDebtorbytheResolutionApplicantspursuanttothisResolutionPlan whether due or not and payable by the Corporate Debtor or any of its subsidiaries, associates, any party related thereto or in connection with the Corporate Debtor or any ofitssubsidiaries,associatesoranyrelatedpartythereto,totherelatedpartiesofthe CorporateDebtorand/oritspromotersortheirrelatedparty/ieswhetheradmittedornot, dueorcontingent,crystallisedoruncrystallised,disputedorundisputed,willbedeemed to be written off in full and be permanently extinguished on the NCLT Approval Date andtheCorporateDebtorortheResolutionApplicantsshallnotbedirectlyorindirectly held liable for thesame.

iv) On and from the Transfer Date, the Corporate Debtor shall be not liable or responsible towards the persons currently classified as promoter or promoter group (as on the day prior to the Insolvency Commencement Date) or their relatedparty/ies.

v)

On and from the Transfer Date, any liabilities, claims, demands, capital contribution or any other form of financial commitment, including but not limited to pledge of shares oranysecurityinterestcreatedorprovided,whetherguaranteedorcontractuallyagreed in writing or otherwise by the Company on behalf of or for its subsidiary companies, step-down subsidiaries, associate companies, group Companies, and/or their respective affiliates,shareholders/associates,asthecasemaybe,whichareinexistencepriortothe Transfer Date and which may be invoked prior to the Transfer Date or at any time thereafter, shall stand irrevocably and unconditionally waived andextinguished.

vi) OnandfromtheTransferDate,anydebtowedbytheCorporateDebtortoanyCreditor, whichisbarredbylimitationundertheApplicableLaws,shallimmediately,irrevocably andunconditionallystandextinguished,waivedandwithdrawnonandfromtheTransfer Date,andnopersonshallhaveanyfurtherrightsorclaimsagainsttheCorporateDebtor in thisregard.

vii) The approval of the Adjudicating Authority, of this Resolution Plan, shall constitute approval for the issuance of new equity shares in accordance with Section 42 and Section 62(1)(c) of the Companies Act, 2013 and other Applicable Laws. Further, no approval or consent from any person, government authority or regulatory body with respect to the constitutional documents of the Corporate Debtor or the actions as mentioned hereinabove under any agreement or under any Applicable Laws shall be necessary.

viii) All the issued, subscribed and paid-up equity share capital of the Corporate Debtor relatingtotheexistingstakeholdersshallstandextinguishedinfull,withtheissuanceof the new EquityShares.

ix) Any income/gain/profits, if any, that arise on account of reversal of liabilities or claims oftheFinancialCreditors,OperationalCreditors,etc.shallbedeemedtobewrittenback in the books of the Corporate Debtor before the Transfer Date. Any obligation, claim, demand, assessments, liabilities etc. on account of Income Tax Act, 1961 including provision of the Minimum Alternate Tax shall be considered as pertaining to period prior to Transfer Date and accordingly, such reversal and income tax thereon shall be deemedtobepre-transferliabilitiesoftheCorporateDebtorandshallstandextinguished undertheResolutionPlanbeforetheTransferDate.Further,thereversalofliabilitiesas referred under this clause shall mean and include the difference of all liabilitiesasappearing in the books of the Corporate Debtor as reduced by actual payments made by the Resolution Applicants towards such liabilities.

x)

Any income /gain/profits, if any, that may arise as a result of giving effect to the Resolution Plan shall not be subjected to income tax, in the hands of the Corporate Debtor under the provisions of the Income Tax Act, 1961, including but not limited to anyincometaxliabilityarisingonaccountofwriteback/writedown/writeoffofcurrent amountsduetoalloranyofthecreditorsunderthisResolutionPlanshallnotbepayable or paid by the Corporate Debtor or the Resolution Applicants and such income tax liability shall be deemed to have been extinguished, without obligation of payment of the same on the part of the Corporate Debtor or the ResolutionApplicants.

xi) Eachofthecontingentliabilities,asareappearinginthebalancesheetason31.03.2019 of the Corporate Debtor, is a “claim” and “debt”, each is defined under the Code, and would consequently qualify as “operational debt” (as defined under the Code) and therefore the full amount of such contingent liabilities shall be deemed to be owed and dueasoftheInsolvencyCommencementDate,theamountallocatedinResolutionPlan is NIL and therefore no amount is payable in relationthereto.

xii) All balance sheet clause including the Dividend distribution, export obligation claims and other such items of the Balance sheet shall stand extinguished and shall be deemed to be owed and due as of the Insolvency Commencement Date, the amount allocated in Resolution Plan is Nil and therefore no amount is payable in relationthereto.

xiii) All claims that maybe made or arisen against the Corporate Debtor in relation to any paymentsrequiredtobemadebytheCorporateDebtorunderapplicablelaw(including taxes), or in relation to any breach, contravention or non-compliance of applicable law (whether or not such claim was notified to or claimed against the Corporate Debtor at suchtime,andwhetherornotsuchgovernmentalauthorityorpersonwasawareofsuch claim at such time), in relation to the period prior to the Transfer Date or arising on account of acquisition of control over the Corporate Debtor by the Resolution Applicants pursuant to this Resolution Plan, including, without limitation in respect of the applicable laws, matters and proceedings is a “claim” and “ debt” each is defined undertheCode,andwouldconsequentlyqualifyas“operationaldebt”(asdefinedunder the Code) and therefore the full amount of such claims shall be deemed to be owedand due as of the Insolvency Commencement Date, the liquidation value of which is Nil and therefore no amount is payable in relation thereto. Further, the directors, key managerial personnel and officers of the company nominated and/ or appointed by the Resolution Applicants on the Transfer Date shall not incur any liabilities (whethercivil orcriminal)forsuchbreachcontraventionornon-complianceofApplicableLawbythe Corporate Debtor in relation to the period prior to the TransferDate.

xiv) Any person (including the Existing promoter Group) that has provided any form of securityand/orguarantees(includingexistingPromoterguarantee(s))orandonbehalf of, and/ or an order to secure any obligations of the Corporate Debtor (whether by the way of hypothecation, pledge, mortgage or otherwise), shall not be entitled toexercise any subrogation in respect of such arrangement and they shall have no rights or claims against Corporate Debtor and / or its assets.

xv) All corporate guarantees already offered by the Corporate Debtor for borrowing by the subsidiaries/Group Companies/any other entities as on the Insolvency Commencement Date, and shall immediately, irrevocably, unconditionally stand extinguished, waived, withdrawn and abated on and from the Insolvency Commencement Date without any recourse against the Corporate Debtor and/or ResolutionApplicants.

xvi) All the guarantee obligations undertaken by Corporate Debtor on approval of this resolution plan by the CoC and the Adjudicating Authority stand extinguished and neitherneithertheResolutionApplicantnortheCorporateDebtorshallbeliableforthe same.Further,anypledge/mortgagecreatedbytheCorporateDebtorforthedebtofany other person shall stand released/satisfied.

xvii) After the Transfer Date, the requirement of adding the term “and reduced” in the balancesheetoftheCorporateDebtorundertheprovisionsoftheCompaniesAct,1956/ Companies Act, 2013 and any rules made thereunder and/or any other Applicable Law shall be dispensedwith.

xviii) On approval of this Resolution Plan, the Corporate Debtor or the Resolution Applicant shallnotbeliabletoanyRelatedPartyoftheKMPandEntitiesinfluencedbyKMPand alltheclaimsoftheCorporateDebtoragainsttheKMPandEntitiesinfluencedbyKMP shall remain due and payable on the original terms and conditions, without anychange

xix) OnapprovaloftheResolutionPlan,theResolutionApplicantandtheCorporateDebtor should not be held liable, responsible or convicted in respect of any assessed and non- assessed liabilities and disclosed or undisclosed litigation of CorporateDebtor.

xx) The plan shall prevail over the provisions of all agreements/ arrangements/ purchase orders/ work orders, etc. entered into by the Corporate Debtor.

xxi) The Corporate Debtor shall be permitted, in accordance with the Applicable Laws, to continueusingthetechnology,trademark(alongwithanylogosorcopyrightsinrelation thereto) at its discretion after the Transfer Date, including as part of its corporatename, product branding, letterhead and invoices, documentation, domain name and as may otherwise be required for the conduct of its business, and it shall be deemed that the existing promoter group have no objection to the same to thesame.

xxii) As from the Transfer Date all the suspended directors of the Corporate Debtor shall be deemed to have vacated office; new directors, as may be appointed by the Resolution Applicant and/or the Corporate Debtor shall be deemed to have assumed office and the orderoftheAdjudicatingAuthority,filedwiththeconcernedRoCshallbeaconclusive proof thereof without requirements of any other document under the ApplicableLaws.

xxiii) The Corporate Debtor shall stand converted to a private company on the NCLT Approval Date, it shall be deemed that all procedural requirements in term of Section 14 and Section 18 of the Companies (Incorporation) Rules, 2014 and other Applicable Laws for such conversion have been complied with. Further, on the implementation of the Resolution Plan by the Resolution Applicant, such conversion mentioned herein above shall become binding on all stakeholders of the CorporateDebtor.

xxiv) The Resolution Plan contains certain prayers/directions/reliefs/ concessions, sought from the Adjudicating Authority and other regulatory, statutory or administrative authority. If such prayers /directions/reliefs/ concessions are not granted then without prejudice to the monetary terms contained in the Resolution Plan (including amounts proposed to be paid and treatment accorded to various stakeholders), the Resolution Applicant shall have the liberty to revise the structure contained in the Resolution Plan to implement thesame.

xxv) The Code and the Regulations entitle all creditors of a corporate debtor to submit their claimstotheresolutionprofessionalonorpriortothedateonwhichtheresolutionplan getsapprovedbytheCOC.Itisclarifiedthatin theeventanyCreditoroftheCorporate Debtor does not submit a Claim to the Resolution Professional prior to the approval of theResolutionPlanbytheCOCorsuchClaimisrejectedbytheResolutionProfessional or such Claim raised subsequently however pertains to period prior to NCLT Approval Date,suchCreditorwillnotbeentitledtoreceivepayments,ifany,undertheResolution Plan with respect to suchClaims.

xxvi) Any Claim which forms the subject matter of any adverse inquiries, investigations, notices, causes of action, suits, claims, disputes, litigation, arbitration or other judicial, regulatory or administrative proceedings against, the Corporate Debtor or the affairs of the Corporate Debtor, pending or threatened, present or future, that have been initiated or are threatened (“Dispute”) to be initiated against the Corporate Debtor by any Creditor, in relation to any period prior to the NCLT Approval Date or arising on accountofacquisitionofcontrolovertheCorporateDebtorbytheResolutionApplicant pursuanttothisResolutionPlanistobetreatedinaccordancewiththisResolutionPlan, and accordingly any such Dispute shall be rendered infructuous and the same shall be withdrawnbytheconcernedparties.Further,anyandallrightsoftheFinancialCreditors pertaining to the unassigned debt of the Corporate Debtor shall stand fully and permanentlyextinguishedagainsttheCorporateDebtorfromtheNCLTApprovalDate.

xxvii) All claims or demands made by or liabilities payable to or assessed or unassessed bytheanyregulatoryorstatutoryoradministrativeauthorityorinstrumentalitythereof, inrelationtoanydues,directorindirecttaxes,duties(includingstampduties),penalties, fees, interest, levies, etc. or any other charges whatsoever (including but not limited to any tax liability and any other liability in relation to any approval or benefit granted to the Corporate Debtor or in relation to the Corporate Debtor), whether admitted or not due or contingent, present or future, in relation of any period prior to the NCLT Approval Date or arising on account of the Resolution Applicant being taking over the CorporateDebtorundertheResolutionPlan,willbewrittenoffinfullandwillbe deemed to be fully and permanently extinguished on the NCLT Approval Date and the Corporate Debtor or the Resolution Applicant shall neither be directly nor indirectly held liable for the same.

xxviii) All claims, demands, levies etc. pertaining to interest and penalty on delayed payment of income tax, tax deducted at source late filing of TDS returns, in respect of all the dues (including interest and penalty) of the Corporate Debtor arising for periods up to the Transfer Date (including such dues for periods prior to the Transfer Date that may crystallize subsequent to the Transfer Date) or arising on account of acquisition of control over the Corporate Debtor by the Resolution Applicants pursuant to this ResolutionPlan,willbedeemedtobefullyandpermanentlyextinguishedontheNCLT Approval Date and the Corporate Debtor or the Resolution Applicant shall neither be directly nor indirectly held liable for the same. Further, no transaction contemplated in thisResolutionPlanshallbetreatedasvoidornon-compliantwithanyprovisionsofthe Income-tax Act, 1961.

xxix) Any and all rights or entitlements of any regulatory or statutory or administrative authority or instrumentality thereof or any other party or entity whether not due or contingent, crystallised or uncrystallised, disputed or undisputed, present or future, in relationtoanyperiodpriortotheNCLTApprovalDateshallbedeemedtobefullyand permanentlyextinguishedontheNCLTApprovalDateandtheCorporateDebtororthe Resolution Applicant shall neither be directly nor indirectly held liable for thesame.

xxx) Noadditionalpaymentsshallbemadetowardsliabilityandcreditors’duesexceptthose which are specifically addressed in this ResolutionPlan.

xxxi) If any person, who is being paid monies under the Resolution Plan, recovers any additional amount, other than what has been stipulated to them under this Resolution Plan, through/by the Corporate Debtor, then such person shall pay the additional amounts so recovered, to the Corporate Debtor with respect of the claims which stand extinguished in the ResolutionPlan.

xxxii) Save and except as provided in this Resolution Plan, all Claims, debts and dues of the Creditors pertaining or related to the period prior to the NCLT Approval Date as against the Corporate Debtor and Resolution Applicant shall stand fully and finally satisfiedandextinguished,andnoClaim,debtordueshallsubsistfromtheCreditorsas against the Corporate Debtor and the Resolution Applicant.

xxxiii) AnytimeperiodsforimplementationofthisResolutionPlanshallbedeemedtobe extended during such time that the implementation is stayed by a court in accordance with the ApplicableLaws.

xxxiv) This Resolution Plan upon approval shall supersede all earlier agreements, communicationsandcorrespondencesthatwouldhavebeenexchangedinrelationtothe CIRP with the Resolution Professional or theCOC.

xxxv) In case any additional conditions/ changes are suggested to the Resolution Plan by the COC and/or the Adjudicating Authority, the same shall be treated as part of the ResolutionPlan,providedthesameareacceptedbytheResolutionApplicant,inwriting.

xxxvi) In case any provision of the Resolution Plan becomes unenforceable or invalid for any reason beyond the control of the Resolution Applicant, the Resolution Applicant shall retain the power of modification of the Resolution Plan to modify the defect and such change shall not render the entire Resolution Plan ineffective, unless specified otherwise by the AdjudicatingAuthority

xxxvii) The Resolution Applicant further clarifies that as on the date of this Resolution Plan, the Resolution Applicant reserves its right to amend the Resolution Plan basedon additional liability and/or information that the Resolution Professional discloses to the Resolution Applicant subsequent to the filing of this Resolution Plan. For the sake of abundant caution, the Resolution Applicant hereby submits that the details of the creditors viz. financial, operational and other creditors as disclosed by the Resolution Professional as on the date of this Resolution Plan is more particularly provided in the IMhereto.

xxxviii) All procedural requirements in accordance with Section 66 of the Companies Act, 2013 and NCLT (Procedure for reduction of share capital) Rules, 2016 and other Applicable Laws shall be deemed to have been complied with on the NCLT Approval Date.

xxxix) In the event the inter-se treatment amongst various stakeholders’ changes, then the Resolution Applicant shall not bring any additional funds over and above theaggregate funds as committed in the Resolution Plan for respectivestakeholders.

xl) All litigations, proceedings filed against the Corporate Debtor and/or any litigationfiled in any court/forum which, if decided, shall have a monetary/financial obligation on the Corporate Debtor shall become infructuous on approval of this Resolution Plan by the AdjudicatingAuthority.

xli) On approval of the Resolution plan, the New Company Management shall not be liable foranynon-complianceunderanyprovisionsofApplicableLawsthatoccurredpriorto suchapproval

xlii)Thereshallbenointerruptionorstoppageinthesupplyof‘essentialgoodsandservices’ (as defined under regulation 32 of the CIRP Regulations) to the CorporateDebtor.

xliii)Allagreements/arrangements/purchaseorders/workorders,etc.betweentheCorporate Debtor any person shall continue in full force and effect and shall remain valid and binding against the relevant counter-party(ies) (notwithstanding that corporate insolvencyresolutionproceedingshavebeeninitiatedagainsttheCorporateDebtorand/ or a change in control of the Corporate Debtor has been effected), provided that all claims(whetherpending,contingentorotherwise)madeagainsttheCorporateDebtorby the counter-parties to such agreements/ arrangements/ purchase orders/ workorders, shall stand abated, withdrawn, settled and/or extinguished, and the Corporate Debtor shall have no liability towards such counterparties relating to the period prior to the Transfer Date. However, it is clarified that all claims of the Corporate Debtor against such counterparties (and all liabilities of such counterparties towards the Corporate Debtor) shall remain outstanding, due and payable in accordance with theirterms.

xliv) The Resolution Applicant shall be at liberty to amend, vary, modify or add prayers in the Resolution Plan any time before the CoC voting on the Resolution Plan.

xlv)The Resolution Applicants hereby confirms that the Resolution Applicant, to the best of their knowledge, have provided all the details and information required to be given under the Code and the Regulations made thereunder. In case of any further details required, Resolution Applicant shall provide with the information as required underthe Code and Regulations madethereunder.

xlvi) Once this Resolution Plan is approved by the Adjudicating Authority and comes into effect, the certified copy of this Resolution Plan shall be a conclusive evidence of any dispute regarding the terms of this Resolution Plan or any opposition on the powers of the Resolution Applicant or Corporate Debtor.

xlvii) Upon approval of this Resolution Plan by the Adjudicating Authority, the cancellation of existing equity share capital, increase in authorised share capital of the Corporate Debtor, appointment of auditor, and issuance or allotment of Equity Shares shall not require any corporate action by the Corporate Debtor or any other approvals by the Corporate Debtor and upon approval of this Resolution Plan by the Adjudicating Authority the Corporate Debtor may file the order of the Adjudicating Authority to informtheROCregardingsuchcancellationofexistingequitysharecapital,increasein authorised share capital and amendment to the memorandum of association and other such constitutional documents of the CorporateDebtor.

xlviii) It is further clarified that the Resolution Applicant shall only be responsible for the implementation of the Resolution Plan.

xlix) On or after the Transfer Date, the Corporate Debtor and the Resolution Applicant shall be entitled to modify such contracts executed by the Corporate Debtor before the Insolvency Commencement Date which are entered into with parties prior to the Insolvency Commencement Date which were related parties of the Corporate Debtor and which impose such conditions which are adverse or detrimental to implementation of the Resolution Plan by the Resolution Applicant.

l)

On the Transfer Date, contractual counterparties of the Corporate Debtor shall be deemed to have waived any and all rights available to them under the various contracts to claim any breach of contract on account of non-performance, change in control or otherwise.

li) On and after the Transfer Date, all the agreements between the Corporate Debtor and any other party shall continue to be in full force and effect, subject to the following conditions:

 Ifsuchagreement(s)placesanyfinancialliabilityorobligationupontheCorporate Debtor till the Transfer Date, it shall become infructuous on the TransferDate.

 Also, if in such agreement(s) any claim or benefit arises in favour of theCorporate Debtor from such party to the agreement(s), it shall remain due and payable to the CorporateDebtor.

lii) On and after the Transfer Date if in any agreement executed by the Corporate Debtor with third party and whose consent is required for change regarding constitution of Corporate Debtor on or under such agreement or otherwise, such consent shall, on TransferDate,bedeemedtohavebeengrantedandnoexpressconsentshallberequired from such thirdparty.

liii) If in any agreement executed by the Corporate Debtor with third party, any right is available to such party which affects the continuance of any such contract in the event the Corporate Debtor goes into insolvency or bankruptcy, then all such party/ies shall bedeemedtohavewaived,ontheTransferDate,anysuchrightavailabletothemunder suchagreement(s).

liv) On and after the Transfer Date all counter parties to agreements, executed between the CorporateDebtorandsuchcounterparty,shallbedeemedtohavetowaivedanydelays/ omissions on the part of the Corporate Debtor before the TransferDate.

lv) Upon approval of the Resolution Plan by the Adjudicating Authority, all or any liabilities of the Corporate Debtor arising with Companies Act 2013/ Companies Act 1956/Labour Laws and any other Applicable Law pertaining to the period prior to the Transfer Date shall stand fully and permanently extinguished and the CorporateDebtor or the Resolution Applicant shall not be liable or responsible for thesame.

lvi) Upon this Resolution Plan coming into effect as on the Transfer Date, all relevant Government Authorities shall continue to make available the business permits/ license/ approvalsincludingthedevelopmentrightstotheCorporateDebtorforimplementation of the Resolution Plan and the business may continue being carriedout as being carried out prior to the lnsolvency Commencement Date. Further, the Corporate Debtor or the Resolution Applicant shall not be liable for any non-compliance, default, breach etc., during the period prior to the Transfer Date, in relation to failure to take or obtain or failuretocomplywithanyapprovals,consentorpermitsfromGovernmentalAuthorities andsuchGovernmentalAuthoritiesconcernedshallbedeemedtohavewaivedanynon-compliancesbytheCorporateDebtorunderApplicableLawspriortotheTransferDate.

lvii) Upon this Resolution Plan coming into effect as on the Transfer Date, the concerned government authorities shall be deemed to have waived their objections, if any for change in constitution of the Corporate Debtor pursuant to this Resolution Plan vis-à-vis the leasehold rights of the properties.

lviii)OntheTransferDate,allthepenalties,charges,fees,etc.arisingoutofnon-compliance oftherequirements,ifany,oftheregulations,rules,circulars,notifications,etc.ofSEBI, RBI and/or any other statutory, regulatory or administrative or governmental authority oranyotherliabilityundertheApplicableLawsincludingbutnotlimitedtolabourlaws, tax laws etc. pertaining to a period prior to the Transfer Date shall stand extinguished and permanently waived and all proceedings pending against the Corporate Debtor for any such non-compliance shall stand withdrawn on the TransferDate.

lix) The directors and other officers and employees appointed by the Corporate Debtor after the Transfer Date shall not be liable in respect of non-compliances with the various provisions of the Companies Act, 1956 and/or Companies Act, 2013 and rules made thereunder with respect to any omission and/or non-compliancepertaining thereto prior totheTransferDateincludingnon-preparationandnon-approvaloffinancialstatements for any of the financial years prior to the Transfer Date, non-approval of audited accounts and non-adoption of change in accounting policy as required under the Companies Act 2013 and all the penalties, charges, fees, etc. arising out of non- compliance of the requirements if any of its regulations, rules, circulars, notifications, etc.shallbedeemedtohavebeenwaivedandfullyextinguishedfromtheTransferDate.

lx) Indemnity for the Resolution Professional and others for all acts done in goodfaith

lxi) The Resolution Applicant hereby agree and release, from the Transfer Date, the Resolution Professional, the COC, Resolution Process Advisor, employees, agents, irrevocably, unconditionally, fully and finally, from any and all liability for claims, losses damages, costs expenses or liabilities, in any way related to or arising from the exercise of acts done in good faith or performance of any obligation set out under the Process Document, or in connection with the CIRP and waives any and all rights or claims the Resolution Applicant may have in this respect, whether actual orcontingent, whether present or infuture.

lxii) The Resolution Applicant will retain the rights on any assistance, incentive or benefit that the Corporate Debtor is enjoying / eligible / availing on the date of approval of ResolutionPlanandanyamountremainduewillbepayabletotheResolutionApplicant as and when it realize. Upon this Resolution Plan coming into effect as on the Transfer Date, the respective authority shall continue the benefit / incentives if any available to the CorporateDebtor.

4.2. Removal ofDifficulties

The Resolution Applicant retain the right to remove any defect or difficulties arising in the implementation of this Resolution Plan by moving an application before the Adjudicating Authority and the Adjudicating Authority may pass such order for removal of difficulty in implementation of this Resolution Plan without the involvement of the CoC or Resolution Professional.

4.3. Amendment in constitutional documents of theCompany

The Company shall make required changes in the constitutional documents viz. Memorandum of Association and Articles of Association of the Company as required under the proposed plan within 30 days of the Effective date. The Company, its stakeholders, the proposed Resolution Applicants and the proposed new management of the Company shall be bound by such revised constitutional document.

4.4. Execution of the material agreements by the ResolutionApplicant

The Resolution Applicant shall execute material agreements as required under the plan, initiate approvals and infuse funds as required under the Proposed Plan.

4.5. Approval from various authorities

The proposed Resolution Plan is subject to approval from various authorities. The Corporate Debtorshall,afterNCLTapprovalontheproposedResolutionplan,fileapplicationswithvarious authorities as required for implementation of the plan. An indicative list of authorities withwhom the applications has to be filed is as below:

● Securities Exchange Board of India(SEBI)

● Reserve Bank of India(RBI)

● FEMA

● Enforcement Directorate

● Registrar of Companies(ROC)

● Shareholder’s Approval

● GST/IncomeTax

● All applications, permissions, licenses under the Labor Laws, Factories Act, Pollution Control Board and all other regulatory approvalsrequired.

● Director of Income tax, Mumbai, for application to exempt the co. from provisions of Sec 115JB of Income Tax Act in respect of debt write-down forming part of the Resolution Plan as well as exemption from Section 28 and 41 of Income Tax Act in thisconnection.

● Permission to allow carry forward of business loss and unabsorbed depreciation of earlier years and set off.

4.6. Governing Law

TheCompanyandthenewmanagementshallbegovernedbythelawsofIndiawhilegivingeffect to NCLT order approving the Proposed Plan and any agreements, documents and instruments executed in connection with the ProposedPlan.

4.7 DefinitiveDocuments

The parties (including the Financial Creditors, the Corporate Debtor and the necessary stakeholders) shall enter into definitive agreements as required for implementation of the Resolution Plan, including agreements between the Financial Creditors, Corporate Debtor, Resolution Applicant and relevant creditors as necessary for implementation of Resolution Plan.

4.8 BindingEffect

ThisProposedPlanonceapprovedbytheAdjudicatingAuthorityshallbebindingonthecorporate debtor, its employees, members, creditors, guarantors and other stakeholders.

4.9 Severability

IntheeventthatCoCortheAdjudicatingAuthoritydeterminesthatanyprovisionsoftheplanare primafacieorotherwiseunenforceable,theResolutionApplicantsmaymodifytheProposedPlan to the satisfaction of the Adjudicating Authority (option to pull out if any unacceptable clause is approved without affecting our performanceSecurity).

4.10 AffirmativeActions

After approval of the Resolution Plan by NCLT no such decision shall be made without prior approval of the Investors. Examples of major decisions include (but will not be limited to) assuming of non-trade liabilities, usage of funds from non-trade sources, change in key management positions etc.

Notes:

● The Resolution Plan is submitted based on the Information memorandum and additional information received from the Resolution Professional. It is assumed that all the information is accurate as the offer and the terms and conditions are largely based on the IM and the information received by us. Thus, the IM forms the critical part for evaluation and to arrive at decision on the commercial terms. Any material change in theinformation could adversely affect the Resolution Applicant and consequently the successful implementation of the ResolutionPlan.

● There are pending civil/criminal/ litigations/ investigations which are currently under moratorium as per the provisions of the court or not under moratorium. While the Resolution applicant has sought withdrawal/waiver/extinguishing of any liabilities arising out of such litigations/disputes, as a matter of abundant caution the Resolution applicant hereby states that there is an underlying presumption in the offer that on approval of the Resolution Plan by the Adjudicating Authority all the prayers are granted and the liability of the Resolution Applicant shall be limited to the offermade.

● The CoC is requested to approve and the Adjudicating Authority is requested to grant exemption / grant of relief to the company from the provisions of Sections 28, 41(1), 45, 72(3),43-B,79,80readwith139,115JBandtheprovisionsofChapterXVIIoftheIncome TaxActandotherapplicableprovisionsoftheIncomeTaxActfordelayed/non-payment ofTDS,delayandnon-filingofincometaxreturnswithintheduedatesstipulatedu/s.139 and other omissions / lapses for the period prior to the commencement of theCIRP.

4.11 Summary Statement showing treatment of allstakeholders

S r.N o.	Stake-holders	Claims Admitted (In Rs. Lakhs)	Amounts payable under this Resolution Plan(In Rs. Lakhs)	Treatment
1.	CIRP Costs	18.00	18.00	As per estimate to be paid in full in first 75 days
2.	Financial Creditor(s) including unsecured financial creditors	2160.57	458.02	- Upfront: Rs.122.67Lakhs within 75 days and balance Rs. 335.35Lakhs in 365 days (Both from approval of Resolution plan by NCLT)
3.	Unsecured Loans (Related Party)	338.69	-	Allotherclaimsshallstand extinguished, no furtherclaims.
4.	Workmen & Employee Dues admitted by IRP	-	-	- Allotherclaimsshallstand extinguished, no furtherclaims. Fresh Contracts shall beexecuted if necessary
5.	Operational Creditors (Excl. PF)	398.05	3.98	- Full payment within 75 days Allotherclaimsshallstand extinguished, no furtherclaims. - Fresh Contracts shall beexecuted
6.	Statutory Authorities	-	-	Allotherclaimsshallstand extinguished, no furtherclaims.
7.	Existing Equity shareholders	-	-	Existing Equity share capital to be fully written off
8.	Additional Funds towards Working Capital forimproving operations	-	163.00	Need based Working capital infusion as per clause 10 of the Resolution plan above
9.	Cost of Refurbishment & Cost of Legal compliances		98.00	Necessary cost to be incurred for commissioning of Plant.
	Total	2915.31	741.00

We understand that the members of the CoC have further right to renegotiate the terms of this Resolution Plan and the fair and reasonable decision of the CoC in selection of theSuccessful Resolution Applicant shall be final and binding onus.

FOR RESOLUTION APPLICANT

SECTION 5 : PRAYER

The COC is requested to approve and the Adjudicating authority is requested to direct as follows:

● That all the waivers mentioned in this Resolution Plan is requested to beapproved.

● That all other liabilities including all statutory dues, demands, operational creditors, unsecured loans, trade payables, amount payable against guarantees issued, contingent liabilities, export obligation if any, income tax demands/ dues if any, VAT demands/ dues if any, customs or excise dues if any and other liabilities that may arise due to pending litigations/enquires/investigations/assessmentsoranyotherdisputed/undisputed/recorded/unr ecorded liabilities or otherwise against corporate debtor shall be waived/extinguished

● That penalties or interest arising on account of any new litigations/dues against corporate debtor shall be waived/extinguished which pertains to period before and duringCIRP.

● That any liabilities arising from the period before or during CIRP including all statutory dues, demands, operational creditors, unsecured loans, trade payables, amount payable against guarantees issued, contingent liabilities, export obligation if any, income tax demands/ dues if any, VAT demands/ dues if any, customs or excise dues if any and other liabilities that may arise in future after submission of the resolution plan due to pending litigations/enquires/investigations/assessments or any other disputed/undisputed//unrecorded liabilities or otherwise against corporate debtor shall bewaived/extinguished.

● Any dues arising out the pending arbitration awards for the period before or during CIRP pertaining to international arbitration laws shall be shall be paid at 2% of the amount of award.

● The waiver be granted from ROC from any penalty’s fees for non-filing of required documents by the earlier management of the company

● to extend the moratorium imposed on the Corporate Debtor under Section 14 of the Code until the TransferDate.

● That any past unfulfilled export obligation of the Corporate Debtor shall abate and no liability against the same shall remain. However, any deposit or guarantee given shall be refunded/discharged and should not be set off against the liability of the export obligation or the dues of theBanks.

● As per section 32 A of the I & B Code 2016, request is made for release of attachment of land by ED

The CoC is requested to approve and the Adjudicating authority is requested to direct the respective authorities to Consider as follows:

● On acceptance of this resolution Plan, all the debts of all the lenders/financial creditors/operational creditors/any other creditors, be it due and pending on any account, get fully and finally satisfied and extinguished, in terms of this Resolution Plan, and their remains nothing to be recovered out of such dues either from the Resolution Applicant or any otherperson.

SECTION 6: CONCLUSION

● The Resolution Plan envisages a settlement package for the financialcreditors.

● The Resolution Plan includes measures covered by subsections, (a),(c),(b), (d),(e),(f),(g), (i)& (l) of Regulation 37(1), of CIRPregulations.

● The mandatory requirements, under Regulation 38 are alsosatisfied.

● Then the company shall deliver the maximum possible economic value to all stakeholders including financial creditors, workmen, as against the Liquidation Value(LV).

Compliance Report for Resolution Professional with necessary provisions of the IBC Code and Regulations made thereunder for the Resolution Plan of Shridhar Castings Pvt. Ltd. Plan submitted by Preetee Builder.

I. Submission of Resolution Plan in terms of sub-section (2) of Section 30 of the Code (as amended vide Amendment dated 16 August 2019):

Sub-clause of S. 30(2)	Requirement	How dealt with in the Plan Para no. and Page no.
(a)	Plan must provide for payment of CIRP cost in priority to repayment of other debts of CD in the manner specified by the Board	Page no 39 under application of funds also para 3.8.2 Page 45
(b)	Plan must provide for repayment of debts of OCs in such manner as may be specified by the Board which shall not be less than-(i) the amount payable to them in the event of liquidation u/s 53; or (ii) amount that would have been paid to such creditors, if the amount to be distributed under the resolution plan had been distributed in accordance with the order of priority in subsection (1) of Section 53, whichever is higher and provides for payment of debts of financial creditors who do not vote in favour of the resolution plan, in such manner as may be specified by the Board.	1% payment is proposed for claims accepted for OC to be paid within 75 days. Refer Para 3.6 on page 41
(c)	Management of the affairs of the CD after approval of the resolution plan	Para 3.8.3 Page 45
(d)	Implementation, Supervisionand monitoring	Para b on page 46
(e)	Plan does not contravene any of the provisions of the law for the time being in force.	Yes
(f)	Confirms to such other requirements as may be specified by the Board	Yes

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

Particulars	Relevant Page of the Revised Resolution Plan dealing aforesaid compliance with Regulation
A resolution plan shall provide for the measures, as may be necessary, for insolvency resolution of the corporate debtor for maximization of value of its assets, including but not limited to the following:-
(a) transfer of all or part of the assets of the corporate debtor to one or more persons;	NA
(b) sale of all or part of the assets whether subject to any security interest or not;	NA
(c) the substantial acquisition of shares of the corporate debtor, or the merger or consolidation of the corporate debtor with one or more persons;	NA
(d) cancellation or delisting of any shares of the corporate debtor, if applicable;	NA
(e) satisfaction or modification of any security interest;	Primary security will be taken over by Resolution Applicant
(f) curing or waiving of any breach of the terms of any debt due from the corporate debtor;	Nil
(g) reduction in the amount payable to the creditors;	Unsecured financial creditors is been paid.
(h) extension of a maturity date or a change in interest rate or other terms of a debt due from the corporate debtor;	NA
(i) amendment of the constitutional documents of the corporate debtor;	Will be done by Resolution Applicant
(j) issuance of securities of the corporate debtor, for cash, property, securities, or in exchange for claims or interests, or other appropriate purpose;	NA
(k) change in portfolio of goods or services produced or rendered by the corporate debtor;	NA
(l) change in technology used by the corporate debtor; and	NA
(m) obtaining necessary approvals from the Central and State Governments and other authorities.	Will be done Resolution Applicant

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

Reference to relevant Regulation	Requirement	How dealt with in the Plan Para no. and Page no.
38(1)	The amount due to the operational creditors under a resolution plan shall be given priority in payment over financial creditors.	1% payment is proposed for claims accepted for OC to be paid within 75 days. Refer Para 3.6 on page 41
38(1A)	A resolution plan shall include a statement as to how it has dealt with the interests of all stakeholders, including financial creditors and operational creditors, of the corporate debtor.	Para 3.8.2 page 45
38(1B)	A resolution plan shall include a statement giving details if the resolution applicant or any of its related parties have failed to implement or contributed to the failure of implementation of any other resolution plan approved by the Adjudicating Authority at any time in the past.	Page 22 last para.
38(2)	A resolution plan shall provide: (a) the term of the plan and its implementation schedule;	3.8.1 Page 44 3.8.3 Page 45
	(b) the management and control of the business of the corporate debtor during its term; and	3.8.3 (ii) page 46
	(c) adequate means for supervising its implementation.	3.8.3(ii)(b)(i) page 46
38(3)	A resolution plan shall demonstrate that – (a) it addresses the cause	Page 34

of default;

(b)

it is feasible and viable; Yes

(c)

it has provisions for its effective Para 3.8.3(ii)(b)(i) page 46 implementation;

(d)

it has provisions for Para 3.8.1 page 44 approvals required and the timeline for the same; and Page 23 to 39

(e)

the resolution applicant has the capability to implement the resolution plan.

ASHOK RAMAJI JOGI

Factory Address:-

TASK & RESPOSIBILITY

COMPUTER KNOWLEDGE

EDUCATION QUALIFICATION

LANGUAGES KNOWN(SPOKEN & WRITTEN)

English, Hindi & Marathi

PERSONAL INFORMATION

Address :-Plot No.24 A, Jambudeep,Ayodhya Nagar,Nagpur-24

E-Mail Address :- [email protected]

Birth Date :-03/05/1957

Nationality :-Indian

Place :-Nagpur

Date :-09.01.2020

17. OBSERVATIONS AND APPROVAL