Mr. Ramakrishnan Sadasivan

a. Pass an order approving the resolution plan submitted by the Resolution Applicants in respect of the Corporate Debtor under Section 31(1) of the Code and declare that the same be binding on the Corporate Debtor, its employees, members, creditors, guarantors and other stakeholders involved in the resolution plan.

b. Condone the delay of 14 days in filing the present application;

c. Pass an order directing that, pending disposal of the present application by this Tribunal, the Resolution Professional shall continue to conduct its role as Resolution Professional of the Corporate Debtor and during such period shall have all powers, duties and protections as available to him as a Resolution Professional under the Code and regulations thereunder.

d. Pass an order directing the Resolution Applicants to implement the Resolution Plan in the manner set out in the resolution plan;

e. Pass an order approving the appointment of Monitoring Agent (MA) and Monitoring Committee (“MC”) from the date of approval of resolution plan by this Adjudicating Authority until the date on which the Resolution Applicants acquire control of the Corporate Debtor i.e. Closing date under the Resolution Plan, and during such period extend protection to the MC (including extension of the protection of the moratorium against any suit, legal proceedings and investigations or have any liability with respect to anything which is done or intended to be done or omitted in good faith and in compliance with the Code, CIRP Regulations or any other applicable law) to enable it to monitor the Corporate Debtor as a going concern.

f. Pass an appropriate order in relation to the grant of concessions, reliefs and dispensations sought in the resolution plan; and

g. Pass an order directing all stakeholders to cooperate with the Resolution Applicants, monitoring Agent (MA) and the Monitoring Committee (MC) to keep the Corporate Debtor a going concern and to implement the Resolution Plan in the manner approved by this Tribunal.

i.

"the NCLT shall have approved this Plan in accordance with its terms; ii. Without prejudice to the rights available to the Corporate Debtor to otherwise carry forward its accumulated Tax losses, the Corporate Debtor shall have been allowed the right to carry forward and set off the losses incurred in any year prior to the NCLT Approval Date against the income of the any of the present and future years after NCLT Approval Date, in terms of Section 79(2)(c) of the Income Tax Act, 1961. Towards this end, while filing the application for approval of the Plan with the NCLT under Section 30(6) of the IBC, the Resolution Professional shall make a written request to the NCLT to issue notice to the Principal Commissioner or Commissioner having jurisdiction over the Corporate Debtor, and to provide such Principal Commissioner or Commissioner with an opportunity of being heard ("Section 79(2)(c) Notice"). If no representation is received from the Principal Commissioner or Commissioner pursuant to issuance of the Section 79(2)(c) Notice by the date of the NCLT Order, it shall be deemed that the Principal Commissioner or Commissioner have no objections to the Corporate Debtor carrying forward its Tax losses.

iii.

No event or circumstance shall have occurred or be continuing that, in the opinion of the Resolution Applicants (acting reasonably) has a Material Adverse Effect. For the purpose of this Section, a "Material Adverse Effect" means the following acts, events, circumstances or causes: (a) acts of God including lightning strikes, earthquake, cyclones, floods, storms, epidemics, pandemics and any natural disaster; and (b) acts of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy, blockade, embargo, terrorism, riots, resulting in material adverse effect on the business, operations, assets or financial condition of the Company and the ability of the Resolution Applicants to implement the Plan in accordance with its terms; Upon the occurrence of any Material Adverse Effect prior to the Effective Date, the CoC and the Resolution Applicants shall mutually discuss and agree on suitable modifications to the Resolution Plan to reflect the revised scenario of the Corporate Debtor or any other related aspect. Further, it is clarified that, in case any Material Adverse Effect occurs post the Effective Date, i.e., during the implementation phase (including uptil the last tranche payment to Financial Creditors), this Plan may be subjected to change, refinement and modification as the Resolution Applicant may deem suitable upon discussion with the COC in order to reflect the revised scenario of the Corporate Debtor and the Resolution Applicant reserve the right to renegotiate with the Financial Creditors on the Financial Creditors Settlement Amount.

iv.

NCLT shall have directed the CBDT to grant the relief under Section 28(iv), Section 41(1), Section 56, Section 115 JB, and Section 170 or any other applicable provision, against any Income Tax liability arising due to Capital Reduction in the Corporate Debtor, write off/ write down/ write back of Outstanding Financial Debt and various other liabilities, including liabilities pertaining to all the Financial Creditors, Workmen and Employees, Operational Creditors, Other Creditors, etc. (to the extent applicable under Applicable Laws) without any impact on carried forward loss and waive all liabilities whether crystallised or not in respect of Taxes (including interest and penalty) with respect to the period prior to the NCLT Approval Date.

v.

NCLT shall have directed the CBDT/DOR to grant the following exemptions / waivers: (i) from applicability of Section 281 of the Income Tax Act, 1961 including obtaining no-objection certificate from income tax authorities in respect of all the pending proceedings and dues (including interest and penalty) of the Company arising for periods up to the NCLT Approval Date (including such proceedings and dues for periods prior to the NCLT Approval Date that may crystallize subsequent to the NCLT Approval Date). Further, CBDT/DOR shall restrict/ restrain from treating any transactions contemplated in this Plan as being void or non-compliant with any provisions of the Income Tax Act, 1961; and (ii) from all Tax Liabilities (including interest and penalty) and Tax proceedings arising in respect of periods up to the NCLT Approval Date, including such Liabilities/ proceedings for periods up to the NCLT Approval Date that may crystallize subsequent to the NCLT Approval Date in respect of on-going or potential income Tax litigations at all levels.

vi.

The Resolution Applicants shall be permitted to apply and obtain fresh Goods and Services Tax (GST) registration Number or any other new registration (including but not limited to ESI, PF, Importer Exporter Code (IEC), TAN, Professional Tax) or new license for the Corporate Debtor, as may be required, in place of the existing GST registration, or any other existing registrations or existing licenses. Any pending proceedings / dues (including interest and penalty) towards GST liability, or any other Statutory Liability/Dues, which shall be considered to have been waived/ exempted in the manner prescribed in the above Clause.

- vii. No application / petition / appeal shall have been filed by any of the Financial Creditor or pending before any judicial forum including the National Company Law Tribunal, National Company Law Appellate Tribunal, High Courts, Supreme Court etc. which may impact the implementation of this Resolution Plan inter alia including with respect to any dispute / litigation inter-se between the Financial Creditors of the Corporate Debtor;

- viii. NCLT shall have directed that the licenses and approvals held by the Company, which expire prior to the NCLT Approval Date or within a period of 12 (Twelve) months thereafter (as more particularly set out in Annexure 11), shall be renewed / extended by the relevant Governmental Authorities, and the Company shall be permitted to continue to operate its business and assets in the manner operated prior to submission of this Plan.

- ix. The Resolution Applicants shall not be liable for any litigation/inquiry/investigation/dispute etc. initiated against the Corporate Debtor prior to NCLT Approval Date including any such action initiated after the Insolvency Commencement Date till NCLT Approval Date.”

x.

No order shall have been passed / operative, which requires the Resolution Applicants to pay any amount in excess of the Total Financial Outlay with respect to implementation of the Plan”

a)

Provides for the payment of insolvency resolution process costs in a manner specified by the Board in priority to the payment of other debts of the corporate debtor;

b)

Provides for the payment of debts of operational creditors in such manner as may be specified by the Board which shall not be less than-

i. The amount to be paid to such creditors in the event of a liquidation of the corporate debtor under section 53; or ii. The 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 sub-section (1) of section 53, whichever is higher, and provides for the 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, which shall not be less than the amount to be paid to such creditors in accordance with sub-section (1) of section 53 in the event of a liquidation of the Corporate Debtor.

c)

Provides for the management of the affairs of the Corporate debtor after approval of the resolution plan;

d)

Provides for the implementation and supervision of the resolution plan;

e)

Does not contravene any of the provisions of the law for the time being in force, and

f)

Confirms to such other requirements as may be specified by the Board.

“(4)

The committee of creditors may approve a resolution plan by a vote of not less than sixty-six percent. of voting share of the financial creditors, after considering its feasibility and viability, the manner of distribution proposed, which may take into account the order of priority amongst creditors as laid down in sub-section (1) of section 53, including the priority and value of the security interest of a secured creditor and such other requirements as may be specified by the Board.”

i.

"The said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code 2016 (Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) and does not contravene any of the provisions of the law for the time being in force. ii. The Resolution Applicant M/s. Triterras Holdings Pte Limited along with Invent Assets Securitisation and Reconstruction Private limited has submitted an affidavit pursuant to section 30(1) of the Code confirming its eligibility under section 29A of the Code to submit resolution plan. The contents of the said affidavit are in order. iii. The said Resolution Plan has been approved by the CoC in accordance with the provisions of the Code and the CIRP Regulations made thereunder. The Resolution Plan has been approved by 80.64 % of voting share of financial creditors after considering its feasibility and viability and other requirements specified by the CIRP Regulations. iv. I sought vote of members of the CoC by electronic voting system which was kept open from 21/09/2020 from 4 PM – 22/09/2020 till 7 PM for at least for 24 hours as per the regulation 26."