Mr. Vinod Tarachand Agrawal, RP of M/s. Jay Formulation Limited

ORDER [Per: Bench]

a. YOUR LORDSHIPS may be pleased to allow the present application;

b. YOUR LORDSHIPS, may be pleased to approve the Resolution Plan of M/s. Aquatic Remedies Limited dated 26.04.2024 at ANNEXURE -Q;

c. YOUR LORDSHIPS, may be pleased to hold that in accordance with Section 31(1) of the Insolvency and Bankruptcy Code, 2016, the approved Resolution plan shall be binding on the Corporate Debtor and its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force, such as authorities to whom statutory dues are owed, guarantors and other stakeholders involved in the Resolution Plan;

d. YOUR LORDSHIPS, may be pleased to hold that since the resolution plan results in change in the management or control of the Corporate Debtor, according to Section 32A of the Insolvency and Bankruptcy Code, 2016, notwithstanding anything to the contrary contained in this Code or any other law for the time being in force, the liability of a Corporate Debtor for an offence committed prior to commencement of the CIRP shall cease, and the Corporate Debtor shall not be prosecuted for such an offence from the date the Resolution plan has been approved by this Hon'ble Adjudicating Authority under Section 31 of the Insolvency and Bankruptcy Code, 2016;

e. YOUR LORDSHIPS, may be pleased to grant any other relief as may deem fit in the interest of justice.

"RESOLVED THAT pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016 and the Rules and Regulations thereunder the members of the Committee of Creditors hereby approves' and confirm that feasibility and viability of the resolution plan is checked as mention under the provision of Section 30(4) of the code and under the regulation of 39(3) of CIRP regulations, 2016 and resolution plan approved by CoC is Feasible and Viable."

(a)

Mr. Darshan Bhogilal Mehta having DIN: 00580858

(b)

Mr. Hitendra Nyalchand Mehta having DIN: 0058562 and

(c)

Mr. Hemant Bhogilal Mehta having DIN: 00580653

III. At Section 8 (at Page Nos. 506 to 528 of the captioned application) of the Resolution Plan, the Successful Resolution Applicant had sought various reliefs and concessions from this Adjudicating Authority.

IV. It is pertinent to submit that the members of the CoC had duly deliberated upon the aforementioned reliefs and concessions in the 14th CoC meeting held on 19.11.2024. That in the said meeting, it was categorically discussed that under Section 8(A) of the Resolution Plan it has been duly provided thus:

"Referring to the aforementioned judgments of the Hon'ble Supreme Court, reliefs and concessions/ waivers as mentioned below are sought by the RA from the Hon'ble Adjudicating Authority with respect to the CD. However, non-approval of any of the reliefs & concessions sought from the NCLT shall not make the implementation of the plan conditional. In the event any or all of the above-mentioned reliefs are not granted by the Adjudicating Authority, the RA confirms that it will still proceed with the implementation of the Resolution Plan without any impact to the timelines or quantum of payments specified herein.

V. Moreover, vide a letter dated 14.11.2024, the Successful Resolution Applicant had also submitted a confirmation to the Applicant that all the aforementioned reliefs and concessions are not conditional in nature and that the same does not affect the implementation of the Resolution Plan. Further, the SRA has undertaken that they shall implement the resolution plan without any condition and within the time limit as provided in the resolution plan. The said letter dated 14.11.2024 was also placed before the CoC in the 14^th meeting held on 19.11.2024 and the same as well is duly minutised.

VI. Not only that, it is relevant to submit that the SRA had also provided a summary of the reliefs and concessions sought under the Resolution Plan, along with brief comments for the kind consideration of the members of the CoC. The said summary was duly placed before the members of the CoC in the said 14^th meeting of the CoC held on 19.11.2024.

VII. Accordingly, after deliberating upon the reliefs and concessions sought under the Resolution Plan, the members of the CoC were of the opinion that the reliefs and concessions asked for by the Successful Resolution Applicant were routine in nature and are not conditions which affect the implementation of the Resolution Plan. Hence, this Adjudicating Authority may be pleased to grant reliefs and concessions as requested by the Successful Resolution Applicant, as per its own discretion.

VIII. Also, in view of holding of 14^th meeting of the CoC on 19.11.2024 pursuant to the order passed by this Adjudicating Authority on 22.1.0.2024, the Applicant herein begs to annex a revised Form - H dated 19.11.2024 along with the present affidavit.

IX. Furthermore, the Applicant had duly produced the net worth certificate as well as the liquidity certificate of the SRA along with Additional Affidavit dated 31.07.2024 at Annexure-R8.

I. Since the reliefs and concessions as sought in the Resolution Plan were not specifically dealt with by the CoC, vide an order dated 22.10.2024, this Adjudicating Authority had granted a liberty to the deponent herein to call for a meeting of the CoC to dwell upon the issue with regards to the reliefs and concessions as well as other issues, if any.

II. In compliance whereof, the Applicant herein had convened a 14th meeting of the CoC on 19.11.2024. That in the said 14th meeting of the CoC held on 19.11.2024, a letter dated 13.11.2024 addressed by the SRA i.e., M/ s. Aquatic Remedies Limited to the Applicant herein proposing the names of the directors to be appointed, along with their respective DIN numbers were placed before the members of the CoC and the same is duly minutised. The following are the details of the proposed Board of Directors to be appointed, along with their respective DIN numbers:

(d)

Mr. Darshan Bhogilal Mehta having DIN: 00580858

(e)

Mr. Hitendra Nyalchand Mehta having DIN: 0058562 and

(f)

Mr. Hemant Bhogilal Mehta having DIN: 00580653

III. Subsequent to which, the aforementioned proposed Board of Directors have also individually submitted their Affidavits under Section 29A of the Insolvency and Bankruptcy Code, 2016.

IV. Further, it is submitted that at Section 8 (at Page Nos. 506 to 528 of the captioned application) of the Resolution Plan, the Successful Resolution Applicant had sought for various reliefs and concessions from this Adjudicating Authority. The reliefs and concessions sought by the SRA are produced at page no. 3 to 24 to this application.

V. It is pertinent to submit that the members of the CoC had duly deliberated upon the aforementioned reliefs and concessions in the 14th CoC meeting held on 19.11.2024. That in the said meeting, it was categorically discussed that under Section 8(A) of the Resolution Plan it has been duly provided thus:

"Referring to the aforementioned judgments of the Hon'ble Supreme Court, reliefs and concessions/ waivers as mentioned below are sought by the RA from the Hon'ble Adjudicating Authority with respect to the CD. However, non-approval of any of the reliefs & concessions sought from the NCLT shall not make the implementation of the plan conditional. In the event any or all of the above-mentioned reliefs are not granted by the Adjudicating Authority, the RA confirms that it will still proceed with the implementation of the Resolution Plan without any impact to the timelines or quantum of payments specified herein."

VI. Moreover, vide a letter dated 14.11.2024, the Successful Resolution Applicant had also submitted a confirmation to the Applicant that all the aforementioned reliefs and concessions are not conditional in nature and that the same does not affect the implementation of the Resolution Plan. Further, the Successful Resolution Applicant has undertaken that they shall implement the Resolution Plan without any condition and within the time limit as provided in the Resolution Plan. The said letter dated 14.11.2024 was also placed before the CoC in the 14th meeting held on 19.11.2024 and the same as well as duly minutised.

VII. Not only that, it is relevant to submit that the SRA had also provided a summary of the reliefs and concessions sought under the Resolution Plan along with brief comments for kind consideration of the members of the CoC. The said summary was duly placed before the members of the CoC in the said 14th meeting of the CoC held on 19.11.2024.

VIII. Accordingly, after deliberating upon the reliefs and concessions sought under the Resolution Plan, the members of the CoC were of the opinion that the reliefs and concessions asked for by the Successful Resolution Applicant were routine in nature and are not conditions which affect the implementation of the Resolution Plan. Hence, this Adjudicating Authority may be pleased to grant reliefs and concessions as requested by the Successful Resolution Applicant, as per its own discretion.

IX. Also, in view of holding of 14th meeting of the CoC on 19.11.2024 pursuant to the order passed by this Adjudicating Authority on 22.1.0.2024, the Applicant herein begs to annex a revised Form - H dated 19.11.2024 along with the present affidavit.

X. Furthermore, the Applicant duly produced the SRA's net worth and liquidity certificates along with an Additional Affidavit dated 31.07.2024 at Annexure-R8.

9. RESOLUTION PLAN

I. As per Section 2, Tale No. 14 (pages -25 and 26) of the Resolution Plan, the details of Earnest Money Deposit and Performance Bank Guarantee are as under:-

Earliest Money Deposit

Rs. 10.00 lakhs paid at the time of EOI submission [By Kotak Bank Demand Draft bearing No. 398355 issued on 06.12.2023] Rs. 25.00 lakhs bearing RTGS UTR No. KKBKR52024012900821053 on January 29, 2024 at the time of Resolution Plan submission

The EMD of the RA shall be returned to the RA within 30 days from the date of rejection of Resolution Plan. Further, if the RA is selected as the Successful RA, then the EMD of Successful RA shall be adjusted in first payment schedule provided by the RA. In case the Resolution Plan submitted by Successful RA is not approved by Adjudicating Authority, then the EMD shall be refunded within 15 (fifteen) working days

once the rejection order is passed by Adjudicating Authority.

Performance Bank Guarantee

1. To be furnished within 7 working days of issuance of LOI by the Committee of Creditors. 2. Quantum - 10% of the Resolution Plan amount or 300 lakhs, whichever is higher. 3. Period - Until full & final payment of Resolution Plan Amount is made as per this Resolution Plan 4. Return - Once full & final payment of Resolution Plan Amount is made as per this Resolution Plan The PBG shall be valid from the date of issuance of the LOI by the CoC to the Successful RA, for (A) a period of 12 (twelve) months; or (B) the date of completion of the implementation of the Resolution Plan (as determined by the Resolution Professional and the CoC), whichever is later; and shall be subject to re-issuance or extension by the Successful RA.

II. Section 5, Table No. 27 of the Resolution Plan provides the details regarding the Management and Control of the Business during its term. However, the Applicant has filed an affidavit on 06.12.2024 under diary no. D8796 providing the affidavit u/s 29A and the details of the proposed Board of Directors to be appointed a.w. their respective DIN numbers under:-

a. Mr. Darshan Bhogilal Mehta having DIN: 00580858

b. Mr. Hitendra Nyalchand Mehta having DIN: 0058562 and

c. Mr. Hemant Bhogilal Mehta, having DIN: 00580653

III. As per Table 28, sub table-2 of the Plan, the Term and Implementation Schedule is as under:-

"TABLE-2-TERM AND IMPLEMENTATION SCHEDULE

"The Resolution Plan would be effective from the date of approval of the Resolution Plan by the Adjudicating Authority under Section 31 of IBC, 2016 [i.e. NCLT Approval Date]. The Resolution Plan will be concluded on the 9th month from the NCLT Approval Date. The scheme period is 9 months, during which full and final settlement of all the agreed liabilities would be made for Rs. 1,970.00 Lakhs, and Rs. 1,500.00 Lakhs shall be infused for the revival of the company. However, RA will resume production from the NCLT Approval Date."

IV. As per Table No. 29 of the Plan (page 487 – 489), the Indicative Timeline is as under:-

Table No.29

"...With cancellation 20,43,121 shares, new shares of Rs.2,00,00,000 (Rupees Two Crores Only) shall be issued at face value of Rs 10 each through fresh issue of 20,00,000 equity shares within 30 days from the NCLT Approval Date to the RA and others... That fresh issue of 20,00,000 equity shares carrying a face value of Rs. 10 each shall be issued in the name of Aquatic Remedies Ltd."

i.

In the event any transaction is termed as avoided, fraudulent or preferential or set aside by the Adjudicating Authority in terms of Sections 43, 45, 47, 49, 50 or 66 of the IBC, and any application/proceedings have been initiated by the RP, such proceedings/ litigation shall be pursued to by the RP/COC. The RA or the CD shall at any point of time shall not be held liable for continuation of any such proceedings before or after the approval of resolution plan by AA.

ii.

Further, any amount if received by the Resolution Professional in furtherance thereof, such sums shall be for the benefit of the Financial Creditors and shall be accorded treatment as a pass-through amount to the Financial Creditors. Further, all the cost/fees in continuing such proceedings (including in any appeal or related matters) shall be borne by the Financial Creditors and any liability or obligation arising on the CD in relation to such proceedings of the CD will be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan. For avoidance of doubt, the liability of third parties under such proceedings shall continue and shall not be affected by this Resolution Plan.

(Amount in Rs. lakh)

*If there are sub-categories in a category, please add rows for each sub-category.

Amount provided over time under the Resolution Plan and includes estimated value of non-cash components. It is not NPV.

8. IA 1249 of 2024

a)

Your Lordship may be pleased to allow the present application;

b)

Your Lordship may be pleased to remand back the resolution plan submitted by M/s Aquatic Remedies Limited to CoC and direct the Resolution Professional to:

1.

To provide distribution in compliance with Section 30(2)(b) of the IBC read with Section 53 of the IBC in consultation with the members of CoC;

ii.

Direct RP to quantify the amount payable to dissenting financial creditors in the event of approval of resolution plan submitted by M/s Aquatic Remedies. Limited by Hon'ble Adjudicating Authority.

OR

c)

To reject the Resolution plan submitted by M/s Aquatic Remedies Limited as it does not meet the requirement of Section 30(2)(b) of the IBC read with Section 53 of the IBC and pass appropriate order for liquidation of Corporate Debtor under Section 33(1)(b) of the IBC.

d)

Your Lordship may be pleased to grant any other relief or reliefs as may be deemed fit in the interest of justice;

10. ANALYSIS AND FINDINGS OF THIS TRIBUNAL

"19... In the present case, however, our focus must be on the dispensation governing the process of approval or rejection of resolution plan by the CoC. The CoC is called upon to consider the resolution plan under Section 30(4) of the I&B Code after it is verified and vetted by the resolution professional as being compliant with all the statutory requirements specified in Section 30(2). And in Paragraph 35 of the judgment that-

"The discretion of the Adjudicating Authority (NCLT) is circumscribed by Section 31 limited to scrutiny of the requisite percent of voting share of financial creditors. Even in that enquiry, the grounds on which the adjudicating authority can reject the resolution plan is in reference to matters specified in section 30 (2), when the resolution plan does not conform to the stated requirements.

2.

...In the present case, however, we are concerned with the provisions of I&B Code dealing with the resolution process. The dispensation provided in the I&B Code is entirely different. In terms of Section 30 of the I&B Code, the decision is taken collectively after due negotiations between the financial creditors who are constituents of the CoC and they express their opinion on the proposed resolution plan in the form of votes, as per their voting share. In the meeting of the CoC, the proposed resolution plan is placed for discussion and after full interaction in the presence of all concerned and the Resolution Professional, the constituents of the CoC finally proceed to exercise their option (business/commercial decision) to approve or not to approve the proposed resolution plan. In such a case, non-recording of reasons would not per-se vitiate the collective decision of the financial creditors. The legislature has not envisaged challenge to the "commercial/business decision" of the financial creditors taken collectively or for that matter their individual opinion, as the case may be, on this count."

"55.

Whereas, the discretion of the adjudicating authority (NCLT) is circumscribed by Section 31 limited to scrutiny of the resolution plan "as approved" by the requisite per cent of voting share of financial creditors. Even in that enquiry, the grounds on which the adjudicating authority can reject the resolution plan is in reference to matters specified in Section 30(2), when the resolution plan does not conform to the stated requirements. Reverting to Section 30(2), the enquiry to be done is in respect of whether the resolution plan provides: (i) the payment of insolvency resolution process costs in a specified manner in priority to the repayment of other debts of the corporate debtor, (ii) the repayment of the debts of operational creditors in prescribed manner, (iii) the management of the affairs of the corporate debtor, (iv) the implementation and supervision of the resolution plan, (v) does not contravene any of the provisions of the law for the time being in force, (vi) conforms to such other requirements as may be specified by the Board. The Board referred to is established under Section 188 of the I&B Code. The powers and functions of the Board have been delineated in Section 196 of the I&B Code. None of the specified functions of the Board, directly or indirectly, pertain to regulating the manner in which the financial creditors ought to or ought not to exercise their commercial wisdom during the voting on the resolution plan under Section 30(4) of the I&B Code. The subjective satisfaction of the financial creditors at the time of voting is bound to be a mixed baggage of variety of factors. To wit, the feasibility and viability of the proposed resolution plan and including their perceptions about the general capability of the resolution applicant to translate the projected plan into a reality. The resolution applicant may have given projections backed by normative data but still in the opinion of the dissenting financial creditors, it would not be free from being speculative. These aspects are completely within the domain of the financial creditors who are called upon to vote on the resolution plan under Section 30(4) of the I&B Code.

58.

Indubitably, the inquiry in such an appeal would be limited to the power exercisable by the resolution professional under Section 30(2) of the I&B Code or, at best, by the adjudicating authority (NCLT) under Section 31(2) read with Section 31(1) of the I&B Code. No other inquiry would be permissible. Further, the jurisdiction bestowed upon the appellate authority (NCLAT) is also expressly circumscribed. It can examine the challenge only in relation to the grounds specified in Section 61(3) of the I&B Code, which is limited to matters "other than" enquiry into the autonomy or commercial wisdom of the dissenting financial creditors. Thus, the prescribed authorities (NCLT/NCLAT) have been endowed with limited jurisdiction as specified in the I&B Code and not to act as a court of equity or exercise plenary powers."

"..76. The expositions aforesaid make it clear that the decision as to whether corporate debtor should continue as a going concern or should be liquidated is essentially a business decision; and in the scheme of IBC, this decision has been left to the Committee of Creditors, comprising of the financial creditors. Differently put, in regard to the insolvency resolution, the decision as to whether a particular resolution plan is to be accepted or not is ultimately in the hands of the Committee of Creditors; and even in such a decision making process, a resolution plan cannot be taken as approved if the same is not approved by votes of at least 66% of the voting share of financial creditors. Thus, broadly put, a resolution plan is approved only when the collective commercial wisdom of the financial creditors, having at least 2/3rd majority of voting share in the Committee of Creditors, stands in its favour.

77.

In the scheme of IBC, where approval of resolution plan is exclusively in the domain of the commercial wisdom of CoC, the scope of judicial review is correspondingly circumscribed by the provisions contained in Section 31 as regards approval of the Adjudicating Authority and in Section 32 read with Section 61 as regards the scope of appeal against the order of approval.

77.1.

Such limitations on judicial review have been duly underscored by this Court in the decisions above-referred, where it has been laid down in explicit terms that the powers of the Adjudicating Authority dealing with the resolution plan do not extend to examine the correctness or otherwise of the commercial wisdom exercised by the CoC. The limited judicial review available to Adjudicating Authority lies within the four corners of Section 30(2) of the Code, which would essentially be to examine that the resolution plan does not contravene any of the provisions of law for the time being in force, it conforms to such other requirements as may be specified by the Board, and it provides for: (a) payment of insolvency resolution process costs in priority; (b) payment of debts of operational creditors; (c) payment of debts of dissenting financial creditors; (d) for management of affairs of corporate debtor after approval of the resolution plan; and (e) implementation and supervision of the resolution plan.

77.2.

The limitations on the scope of judicial review are reinforced by the limited ground provided for an appeal against an order approving a resolution plan, namely, if the plan is in contravention of the provisions of any law for the time being in force; or there has been material irregularity in exercise of the powers by the resolution professional during the corporate insolvency resolution period; or the debts owed to the operational creditors have not been provided for; or the insolvency resolution process costs have not been provided for repayment in priority; or the resolution plan does not comply with any other criteria specified by the Board

77.6.1.

The assessment about maximisation of the value of assets, in the scheme of the Code, would always be subjective in nature and the question, as to whether a particular resolution plan and its propositions are leading to maximisation of value of assets or not, would be the matter of enquiry and assessment of the Committee of Creditors alone. When the Committee of Creditors takes the decision in its commercial wisdom and by the requisite majority; and there is no valid reason in law to question the decision so taken by the Committee of Creditors, the adjudicatory process, whether by the Adjudicating Authority or the Appellate Authority, cannot enter into any quantitative analysis to adjudge as to whether the prescription of the resolution plan results in maximisation of the value of assets or not. The generalised submissions and objections made in relation to this aspect of value maximisation do not, by themselves, make out a case of interference in the decision taken by the Committee of Creditors in its commercial wisdom

78.

To put in a nutshell, the Adjudicating Authority has limited jurisdiction in the matter of approval of a resolution plan, which is well defined and circumscribed by Sections 30(2) and 31 of the Code read with the parameters delineated by this Court in the decisions above referred. The jurisdiction of the Appellate Authority is also circumscribed by the limited grounds of appeal provided in Section 61 of the Code. In the adjudicatory process concerning a resolution plan under IBC, there is no scope for interference with the commercial aspects of the decision of the CoC; and there is no scope for substituting any commercial term of the resolution plan approved by the CoC. Within its limited jurisdiction, if the Adjudicating Authority or the Appellate Authority, as the case may be, would find any shortcoming in the resolution plan vis-à-vis the specified parameters, it would only send the resolution plan back to the Committee of Creditors, for re-submission after satisfying the parameters delineated by Code and exposited by this Court.

“73.

There is no doubt whatsoever that the ultimate discretion of what to pay and how much to pay each class or sub-class of creditors is with the Committee of Creditors, but, the decision of such Committee must reflect the fact that it has taken into account maximising the value of the assets of the corporate debtor and the fact that it has adequately balanced the interests of all stakeholders including operational creditors. This being the case, judicial review of the Adjudicating Authority that the resolution plan as approved by the Committee of Creditors has met the requirements referred to in Section 30(2) would include judicial review that is mentioned in Section 30(2)(e), as the provisions of the Code are also provisions of law for the time being in force. Thus, while the Adjudicating Authority cannot interfere on merits with the commercial decision taken by the Committee of Creditors, the limited judicial review available is to see that the Committee of Creditors has taken into account the fact that the corporate debtor needs to keep going as a going concern during the insolvency resolution process; that it needs to maximise the value of its assets; and that the interests of all stakeholders including operational creditors has been taken care of. If the Adjudicating Authority finds, on a given set of facts, that the aforesaid parameters have not been kept in view, it may send a resolution plan back to the Committee of Creditors to re-submit such plan after satisfying the aforesaid parameters. The reasons given by the Committee of Creditors while approving a resolution plan may thus be looked at by the Adjudicating Authority only from this point of view, and once it is satisfied that the Committee of Creditors has paid attention to these key features, it must then pass the resolution plan, other things being equal."

“55.

At this juncture, it may be noted that this Court in a subsequent judgment in ESSAR Steel India Ltd. Committee of Creditors Vs. Satish Kumar Gupta¹³ had dealt with the two provisos subsequently inserted in Section 12 by the Act 26 of 2019, which came into effect from 16.08.2019, and had observed as under: -

“127.

...Thus, while leaving the provision otherwise intact, we strike down the word “mandatorily” as being manifestly arbitrary under Article 14 of the Constitution of India and as being an excessive and unreasonable restriction on the litigant’s right to carry on business under Article 19(1)(g) of the Constitution. The effect of this declaration is that ordinarily the time taken in relation to the corporate resolution process of the corporate debtor must be completed within the outer limit of 330 days from the insolvency commencement date, including extensions and the time taken in legal proceedings. However, on the facts of a given case, if it can be shown to the Adjudicating Authority and/or Appellate Tribunal under the Code that only a short period is left for completion of the insolvency resolution process beyond 330 days, and that it would be in the interest of all stakeholders that the corporate debtor be put back on its feet instead of being sent into liquidation and that the time taken in legal proceedings is largely due to factors owing to which the fault cannot be ascribed to the litigants before the Adjudicating Authority and/or Appellate Tribunal, the delay or a large part thereof being attributable to the tardy process of the Adjudicating Authority and/or the Appellate Tribunal itself, it may be open in such cases for the Adjudicating Authority and/or Appellate Tribunal to extend time beyond 330 days. Likewise, even under the newly added proviso to Section 12, if by reason of all the aforesaid factors the grace period of 90 days from the date of commencement of the Amending Act of 2019 is exceeded, there again a discretion can be exercised by the Adjudicating Authority and/or Appellate Tribunal to further extend time keeping the aforesaid parameters in mind. It is only in such exceptional cases that time can be extended, the general rule being that 330 days is the outer limit within which resolution of the stressed assets of the corporate debtor must take place beyond which the corporate debtor is to be driven into liquidation".

ii. RA seeks absolute waiver of the defaults claims made by the authorities over and above what is proposed to be paid in the resolution plan as stipulated in Table 15 (Executive Summary).To be dealt by the concerned authorities. iii. Other than what is proposed to be paid by RA in this Resolution Plan, all other operational dues, statutory dues, taxes, penalties, penal interest, demands, etc. on such operational dues of the CD, whether claimed or not claimed, admitted or rejected or contingent or admitted at a nominal value of Re. 1, for the period prior to the NCLT Approval Date, but which may jeopardize the terms and implementation of this resolution plan, are deemed to be fully waived off and the RA may be assured that no such claim from any person orTo be dealt by the concerned authorities. authority shall disturb/effect the process of resolution of CD as proposed by the RA in this Resolution Plan. 4.Waiver of the dues of the other Sundry Operational Creditor and other current liabilities:i. The RA has made provision for the other Sundry Operational dues as stipulated in its financial proposal in Table 15 (Executive Summary) and the same shall be treated as a full and final settlement towards their claim.To be dealt by the concerned authorities. ii. Any operational creditors of the CD, by virtue of any contracts/agreements/notes/ obligations entered into between such Operational creditor and the CD and binding on all the parties to such contracts/agreements/obligations, other than those mentioned in this Resolution Plan, whether known or unknown, admitted or unadmitted, contingent or rejected shall be waived off in full. The RA shall have a liberty to decide on such contracts/agreements/obligations with such parties. Irrespective to such decision, any past liability for the period prior to the NCLT Approval Date under such contract shall beTo be dealt by the concerned authorities. waived in its entirety. 5.Waiver of all the Contingent Liabilities arising out of any Acts or Actions of the CD done before the Approval of the Resolution Plan by the NCLT:i. As per the IM, information available at VDR and data available at public domain the pending litigations / investigations/ appeals etc are already mentioned in the Table No. 13.To be dealt by the concerned authorities. ii. Any claim by an Operational Creditor and statutory dues after the approval of the Resolution Plan by CoC shall not be honoured /entertained or taken cognizance of the same and it shall be deemed to be settled / NIL/ waived off totally.To be dealt by the concerned authorities. iii. Any pending liabilities/ inquiries/ investigations/ suits/legal/civil/ criminal/ assessment/ claims/disputes/ litigations/ arbitral award, etc. shall be deemed to be settled on the approval of the Resolution Plan.To be dealt by the concerned authorities. iv. All cases, disputes, proceedings pending or instituted against the Company and/or its assets shall stand withdrawn and are deemed to be withdrawn upon approval of the Resolution Plan and the respective stakeholders shall co-operate and do allGranted such acts and deeds necessary to comply with the same. v. Any Amount over and above what is proposed as pay-out in this plan shall be waived off in entirety and the litigation shall be disposed-off completely/quashed.Granted vi. The RA also seeks waiver of any liability arising out of any other investigations, appeals, enquiries and the litigations being initiated under any applicable laws including but not limited labours laws, Income Tax Act 1961, Civil Procedures Code, before the CIRP commencement date and more specifically pending litigation, investigation, appeals etc before Labour Tribunal, Income Tax Tribunal and National Faceless Appeal Centre or any court/tribunal/judicial body having jurisdiction. shall be disposed-off completely/quashed by virtue of the NCLT order approving this Resolution Plan. Emphasis on the matter of Leo Edibles & Flats Ltd. [(2018) 407 ITR 369] passed by Andhra Pradesh High Court, wherein it was held that the revenueTo be dealt by the concerned authorities. authorities cannot claim any such priority in respect of past tax dues. Emphasis on the matter of Adhunik Metaliks Ltd Vs. State of Odisha - Before Orissa High Court at Cuttack - WP (c) No. 1553 of 2022 passed on 04.01.2022, the Hon'ble High Court quashed all demands being prior to the date of commencement of the Resolution Plan. 6.Waiver from all Corporate Guarantees given by the company / Bank Overdrafts availed by the Company before NCLT approval of the Resolution Plani. Any claim/demand/liability that may be filed in the future or which may occur or crystallize against any guarantee, if any extended or given by the CD shall not be admitted/taken into consideration. Only the final consideration as provided in Executive Summary (Table No. 14) of the Resolution Plan would be paid/payable.To be dealt by the concerned authorities. ii. Corporate Guarantee if any given by the CD shall stand withdrawn/revoked/cancelled after approval of the Resolution Plan by the Adjudicating Authority.To be dealt by the concerned authorities. iii. Further, any dues towards the Bank overdrafts (including interests) availed by the company before the CIRP commencement date,To be dealt by the concerned authorities. whether claimed or not claimed, admitted or rejected or contingent or admitted at a nominal value of Re. 1, shall be extinguished. The RA seeks waiver of entire liability arising out of such overdraft facilities availed by the CD before the CIRP period and shall in no way be made liable for payment of such amount, over and above the financial proposal as mentioned in the Executive Summary (Table No. 15) by virtue of the NCLT order approving this Resolution Plan. Further, any encumbered assets or inventories (whether in progress or finished) of the RA shall be discharged with effect from NCLT Approval Date. iv. To ensure that no rights of subrogation or action against the CD survives, on and from the date of approval of Plan by Adjudicating Authority, all liabilities of the CD (whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallized, known or unknown, disclosed or undisclosed, disputed or undisputed, present or future) relating to anyTo be dealt by the concerned authorities. period prior to the date of approval of Plan by Adjudicating Authority in relation to any guarantee or other third party security of any nature, in respect of which such third parties may have rights against the CD, which may have been provided or issued by any person in support of, for the benefit of, or at the behest of the CD or for any other reason whatsoever, shall stand cancelled and terminated without any liabilities accruing to the CD and will be treated as settled at NIL and extinguished by virtue of the order of the NCLT approving this Resolution Plan. It is clarified that the issuer of any guarantees issued in support of, for the benefit of, or at the behest of the CD, will do all acts and execute all agreements/documents as may be necessary to record the extinguishment of the subrogation rights of such guarantor of the CD, if required by the CD or the RA, as the case may be. Without prejudice to the aforesaid, if any liability is imposed on or accrues to the CD on account of any right of subrogation exercised by any third party, upon invocation of any third party security provided by such third party, the beneficiary of such third party security shall hold the CD harmless and shall be responsible/liable to make all the requisite payments (including costs, interest, expenses) to the relevant third party, without any recourse to the CD. 7.Waivers for any / all liabilities arising due to non-compliance under Companies Act 1956 and the Companies Act 2013/RBI/Labour laws / Import Export Code / Factory Act, 1948/Central Excise / Central Sale Act Taxation laws/ GST / Employees' Provident Fund Organisation / Value Added Tax Act / Customs Act, 1962 etc. as applicable on the CD:Upon approval of the Resolution Plan by the Adjudicating Authority, all non-compliances, breaches and defaults of the CD for the period prior to the NCLT Approval Date (including but not limited to those relating to Tax), shall be deemed to be waived by the concerned Governmental Authorities. Immunity shall be deemed to have been granted to the CD from all proceedings and penalties under all Applicable Laws for any non-compliance for the period prior to the date of approval of the Plan by the Adjudicating Authority and no interest/penal implications shall arise due to such non-compliance /default/breach prior toTo approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016. the date of approval of the Resolution Plan by the Adjudicating Authority. This includes, without limitation, waiver/extinguishment of: i. Upon approval of the Resolution Plan by the Adjudicating Authority, all non-compliances, breaches and defaults of the CD for the period prior to the NCLT Approval Date (including but not limited to those relating to Tax), shall be deemed to be waived by the concerned Governmental Authorities. Immunity shall be deemed to have been granted to the CD from all proceedings and penalties under all Applicable Laws for any non-compliance for the period prior to the date of approval of the Plan by the Adjudicating Authority and no interest/penal implications shall arise due to such non-compliance /default/breach prior to the date of approval of the Resolution Plan by the Adjudicating Authority. This includes, without limitation, waiver/extinguishment of:To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016. ii. All the liabilities, penalties, charges, fees, etc. arisingTo approach concerned out of non-compliance of requirements, if any, of RBI's Regulations, Rules, Circulars, Notifications, etc. for the period prior to date of approval of the Resolution Plan by the Adjudicating Authority shall be treated. as waived off/extinguished.Authorities who may pass orders keeping in view the object of IBC, 2016. iii. All the liabilities, penalties, notice fee, transfer fee, premium, renewal fee, Education Cess, charges, fees, municipal tax, arrears, etc. arising out of non-compliance or non-payment of taxes in respect to Property Tax, Transfer Fee etc on immovable assets of the CD, thereunder, if any, of Gujarat Industrial Development Act 1962, Regulations, Rules, Circulars, Notifications, etc., for the period prior to date of approval of the Resolution Plan by the Adjudicating Authority, as per the terms. and implementation of this Resolution Plan, shall be treated as waived off/extinguished.To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016. iv. All the liabilities, penalties, notice fee, Education Cess, charges, fees, municipal tax,To approach concerned Authorities who may pass orders arrears, etc. arising out of non-compliance or non-payment of taxes in respect to Property Tax on immoveable assets of the CD, thereunder, if any, of Gujarat Land Revenue Code 1879, Regulations, Rules, Circulars, Notifications, etc. for the period prior to date of approval of the Resolution Plan by the Adjudicating Authority, as per the terms and implementation of this Resolution Plan, shall be treated as waived off/extinguished.keeping in view the object of IBC, 2016. v. All the liabilities, arrears, society dues, property tax, penalties, notice fee, Education Cess, charges, fees, municipal tax, arrears, etc. arising out of non-compliance or non-payment of taxes in respect to Corporation Tax on immoveable assets of the CD, thereunder, if any, Gujarat Municipalities Act, 1963/Gujarat Panchayat Act, 1993, Regulations, Rules, Circulars, Notifications, etc. for the period prior to date of approval of the Resolution Plan by the Adjudicating Authority, as per the terms and implementation of this Resolution Plan, shall beTo approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016. treated as waived off/extinguished. vi. All the liabilities, interest, penalties, charges, fees, etc. in any form arising out of non-compliance of the requirements of any of the Labour laws like Employee State Insurance Act, 1948, Provident Fund Act, Payment of Bonus Act, Contract Labour Act, 1973, Industrial Disputes Act, 1947, Minimum Wages Act, Equal Remuneration Act, 1776, Factories Act, 1948, Gratuity Act, 1972, etc. for the period prior to date of approval of the Resolution Plan by the Adjudicating Authority, as per the terms and implementation of this resolution plan, shall be treated as waived off/extinguished and all/any pending litigation in case of above labour laws shall stand abated.To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016. vii. All the liabilities, penalties, charges, fees, etc. payable to the regulators by the CD arising out of non-compliance, default, breach, violation of the requirements of the applicable law including provisions of FEMA & FERA Regulations, TradeTo approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016. Policy of the Government of India, Export Oriented Unit Regulations, Rules, Circulars, Notifications, etc. for the period prior to date of approval of the Resolution Plan by the Adjudicating Authority, as per the terms and implementation of this Resolution Plan shall be treated as waived off/extinguished. viii. All the liabilities, pending dues, penalties, charges, fees etc arising out of non-compliance or non-payment of the requirement of Electricity Act, 2003, Regulations, Rules, Circulars, Notifications etc for the period prior to date of approval of the Resolution Plan by the Adjudicating Authority, as per the terms and implementation of this Resolution Plan, shall be treated as waived off/extinguished.To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016. ix. All the liabilities, penalties, charges, fees, etc. arising out of non-compliance of the requirements of any of Import Export Code Regulations, Rules, Circulars, Notifications, etc. and DGFT regulations for the period prior to dateTo approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016. of approval of the Resolution Plan by the Adjudicating Authority, as per the terms and implementation of this Resolution Plan, shall be treated as waived off/extinguished. x. All the liabilities, penalties, charges, fees, etc. arising out of non-compliance of the requirements of payment towards any statutory dues or amounts payable to the employees of CD under laws relating to payment of gratuity, bonus, provident fund, leave encashment and any similar amounts.To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016. xi. All the liabilities, penalties, charges, fees, etc. arising out of non-compliance of the requirements of any of Factories Act, Regulations, Rules, Circulars, Notifications, etc. for the period prior to date of approval of the Resolution Plan by the Adjudicating Authority, as per the terms and implementation of this Resolution Plan, shall be treated as waived off/extinguished.To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016. xii. All the liabilities, penalties, charges, fees, etc. arising out of non-compliance of theTo approach concerned Authorities who may pass orders requirements of any of Environment Protection Act, 1986, Water Act, 1974, Air Act, 1981, Indian Boiler Act, 1923, Noise Rules 2000, Regulations, Rules, Circulars, Notifications, etc. for the period till date of approval of the Resolution Plan by the Adjudicating Authority, as per the terms and implementation of this Resolution Plan, shall be treated as waived off/extinguished.keeping in view the object of IBC, 2016. xiii. All the liabilities, interest, penalties, charges, fees, etc. in any form arising out of non-compliance of the requirements of any of the Taxation laws like Income Tax Act, 1961, GST, Finance Acts, Securities Transaction Tax, Credit Information Companies (Regulation) Act, 2005, etc. such as existing/future litigation, assessment, scrutiny, contingency for the period prior to approval of the Plan by Adjudicating Authority, as per the terms and implementation of this Resolution Plan, shall be treated as waived off/extinguished and all/any pending litigation in case of above labourTo approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016. laws shall stand abated. Nothing other than what is provided in Resolution Plan would be paid payable. xiv. All the liabilities, penalties, charges, fees, etc. arising out of non-compliance of the requirements of any of Customs Act, 1962, Regulations, Rules, Circulars, Notifications, etc. for the period prior to approval of the Resolution Plan by Adjudicating Authority, as per the terms and implementation of this Resolution Plan, shall be treated as waived off/extinguished.To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016. 8.To grant waiver as per the executive summary elaborated in Section 2 Table 15 Executive Summary of this Resolution PlanTo grant waiver as per the executive summary elaborated in Section 2 Table 15 Executive Summary of this Resolution Plan. The amount provided under this Resolution Plan and stated therein shall be the full and final settlement amount.To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016. 9.Waivers of Income-Tax, MVAT, CDBT and MAT liability arising on plan implementationWaiver of any Income-tax and Minimum Alternate Tax (MAT) liability or consequences (including interest, fine, penalty, etc) on the Company, RA and its shareholders on account of various steps asTo approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016. proposed in the Resolution Plan, including but not limited to liabilities if any under Section 28, Section 41 for write back of liabilities, Section 43, Section 50C, Section 50 CA, Section 56 for fair valuation/deeming provisions, Section 79, Section 115JB of the Income-tax Act, 1961, including, without limitation: A. Waiver of any Tax or MAT liability to the RA on account of purchase of Equity share of the company in accordance with section 6 of the Resolution Plan;To approach concerned Authorities. B. waiver of MAT and income tax implication arising due to hiving off of surplus/ obsolete assets or selling for raising money to make Balance Payment,To approach concerned Authorities. C. waiver of MAT and income tax implication arising due to write back,/ write off of liabilities in the books of accounts of the Company without any impact on brought forward tax and book loss / depreciation, pursuant to this Resolution PlanTo approach concerned Authorities. D. waiver of any Tax on account of any transactions contemplatedNot Granted under this Resolution Plan or arising out of implementation of this Resolution Plan, and any other tax implication arising pursuant to the implementation of the transactions contemplated under this Resolution Plan. E. Waiver of waiver to the CD/RA/Implementing Entity with respect to compliance with section 269SS and section 269T of the Income Tax Act for any steps pursuant to implementation under the Resolution Plan, and the CD/RA/Implementing Entity shall not be held liable under Section 271D and Section 271E of the Income Tax Act. The above waiver was approved by the NCLT Mumbai Bench in the case of Print House (India) Private Limited page 91 and 95 therein (CP (IB) 82/(MB)/2018). In reference to Writ Petition No. 25827 of 2019 The Sirpur Paper Mills Limited & Another Vs Union of India & Two others passed by Hon'ble Telangana High Court The Hon'ble Telangana High Court opined that from the dateNot Granted of approval of the Resolution Plan by the Tribunal, the same would prevail over the claims of the Income Tax Department and such claims which are outside the Resolution Plan for the period covered by the Resolution Plan would stand extinguished. The same was held while quashing notices sent by Income Tax Department. 10.Waiver of obligationsThe RA seeks waiver from any penalties, demand, fees or any liability due to non-compliance of any obligations/conditions prior to the NCLT Approval Date. Nothing other than provided in Resolution Plan would be paid/payable by RA/CD.To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016. 11.Waiver for unknown liabilities/off balance sheet transactions:The RA/CD shall not be liable to pay any hidden unknown. liabilities/off balance sheet transactions surfacing at any future date after approval of Resolution Plan by Adjudicating Authority. Nothing other than provided in Resolution Plan would be paid / payable by RA/CD.To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016. 12.Waiver from payments to Creditors submitting claimsThe Code, the CIRP Regulations and the relevant judgements entitle all creditors of a CD toTo approach concerned Authorities who may pass orders

	after approval of the Resolution Plan by the Committee of Creditors:	submit their claims to the Resolution. Professional on or prior to 90 days from CIRP commencement date and/or until the date on which the Resolution Plan gets approved by the CoC on the direction of the Adjudicating Authority. As a result, in the event any Creditor of the Company does not submit its claims to the Resolution Professional prior to the date of approval of the Resolution Plan by CoC, then in such case, the said Creditor will not be entitled to receive any payments under the Resolution Plan. No legal action can be lodged against the said claim against RA/CD and their claim shall be deemed to have been waived off without any further action on the part of RA.	keeping in view the object of IBC, 2016.
13.	Waiver from payments under any financial instruments	All the outstanding negotiable instruments issued by the CD or any person on behalf of the CD including promissory notes, post-dated cheques and Letter of Credits, shall stand cancelled and the CD's liability under such instruments shall stand extinguished.	To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016.

14.	Waiver from stamp duty implications	Waiver from the levy of stamp duty and fees by the stamp authorities and Ministry of Corporate Affairs, applicable in relation to this Resolution Plan and its implementation, including an increase in Authorized Share Capital of the CD and in relation to transfer of Investments, Real Estate and other assets as contemplated in this Resolution Plan (if required for implementation of Resolution Plan) and issuance of new Equity Shares to the RA and/or the Financial Creditors, as contemplated in this Resolution Plan.	To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016.
15.	Waiver with respect to Business Permits	All Business Permits, authorisations, registrations, quotas, allotments, all kinds of approvals, consents, privileges, liberties, advantages, easements, exemptions, incentives including in relation to any taxes and all the rights, title, interests, benefits, entitlement, advantages, privileges receivable under applicable law, whether statutory or otherwise or in terms of certain schemes or policies including by the Central or any State	To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016.

Government or other local authority, or any foreign government or body, contract, lease or license granted in favour of the CD or to which the CD is entitled to or accustomed to, that may have lapsed, expired or been terminated, on account of non-payment of any statutory dues or filing fees as the case may be, shall be renewed by the respective Governmental Authorities with effect from NCLT Approval Date, without any additional cost to the RA. For the avoidance of doubt, it is hereby clarified that all aforesaid documents, which have lapsed, expired or been terminated on or prior to the NCLT Approval Date, as the case may be, shall be renewed by the relevant Governmental Authority on an expedited basis and pending receipt of such renewed documents, the RA shall be permitted to continue to operate its business as a going concern without disruption for the benefit of the RA for a period of 12 months.

During the aforementioned 12 months period or until

		renewed by the relevant Governmental Authority, whichever is later, the RA and the CD shall have immunity from any actions and penalties under any Applicable Law for any non-compliance of Applicable Law in relation to the CD as well as with the terms of any agreement or arrangement entered into with the CD which was existing as on NCLT Approval Date and which continues for a period of 12 months from the date of acquisition of control by the RA.
16.	Waiver with respect to contractual obligations	Upon approval of the Resolution Plan by the Adjudicating Authority, all non-compliances breaches and defaults of the CD for the period prior to NCLT Approval Date shall be deemed to be waived by all the concerned customers (including government, semi-government, third party and public sector undertakings) with whom the CD, its Affiliates, subsidiaries and associate company has entered into contract for supply of goods and/or services and immunity shall be deemed to have been granted to the CD along with its Affiliates,	To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016.

subsidiaries and associate company from all proceedings, penalties, black listing or any action under the contracts entered into by the CD along with its Affiliates, subsidiaries and associate company with any of its customer and under all the Applicable Laws for any breach default or non-compliance for the period prior to NCLT Approval Date and no interest/penal or any negative action shall arise due to such breach/default/non-compliance prior to NCLT Approval Date.

The CD and the RA shall be exempted and shall have no obligation to: (a) implement from retrospective effect, any past settlement agreements, arrangements or engagements agreed or entered with workmen, employees, or any labours (contractual or otherwise) individually or through unions; and (b) enter into any new settlement agreements, arrangements or engagements with workmen, employees, or any labourers (contractual or otherwise), individually or through unions for

		period prior to NCLT Approval Date. Notwithstanding anything written above, in case of any adverse finding/ruling / adjudication by any competent court / tribunal /authority/judicial or quasi-judicial body, then the CoC and RP shall not be responsible for the same. However, if any such payments are to be made by the CD or the SRA, the same shall be deducted from the Resolution Plan Amount and will not be over and above the Resolution Plan Amount such that the Resolution Plan Amount proposed by the SRA along with time-line for payment proposed shall remain intact and unaffected.
17.	B. DIRECTIONS The Adjudicating Authority (NCLT) is requested to approve the following:	i. To direct the Secured and Unsecured Creditors, statutory authority and its departments to release the property attached including assets and Bank Accounts attached, if any and issue No-Dues Certificate in favour of CD and release the security interest or encumbrances in any of the assets not limited to movable, immovable, tangible, intangible, mortgaged or	To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016.

		pledged etc.
		ii. To direct that on and with effect from the NCLT Approval Date, all encumbrances, security interests, liens and/or attachments including pursuant to Applicable Law and particularly Section 281 of Income Tax Act, 1961 and Section 81 of Central Goods and Services Tax Act, 2017 created or suffered to exist over the Assets of the Cd, whether by contract or by Applicable Law, whether or not in favour of Persons receiving settlement sunder this Regulation Plan, shall stand unconditionally and irrevocably released and all enforcement proceedings commenced by any Person over any of the Assets of the CD or any subsidiary of the CD shall stand released and reversed, without the requirement of any further deed or action or part of the RA or the CD.	To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016.
		iii. To direct all movable properties of the CD including tax refunds with the government as applicable, investments in shares and any other	To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016.

		securities, sundry debtors, future receivables, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits with government, semi government, local, private bodies or any other institution, shall without any further act, instrument or deed, become the property of the RA and shall stand transferred to the RA pursuant to the Resolution Plan post the NCLT Approval Date. Further, such movable properties shall not be appropriated by the CD or any person or entity on behalf of the CD for any purpose for the period from the CIRP commencement date to the NCLT Approval Date.
		iv. To direct the Financial Creditors to classify the CD's bank accounts under the category of standard account.	To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016.
		v. To direct that the CD be permitted to revise and/or file returns pertaining to the CD including but not	To approach concerned Authorities who may pass orders keeping in view

		limited to annual returns, income tax returns tax deducted / collected at source returns, service tax returns, excise tax returns, sales tax/VAT/GST returns, and other returns filed with the government and other statutory or regulatory authorities as may be required. Such returns may be revised and/or filed notwithstanding that the statutory period for such revision and/or filing might have expired and the same must be processed by the relevant statutory / regulatory authority without the payment of any costs or penalty thereto.	the object of IBC, 2016.
		vi. To direct the Principal Commission of Income Tax of the said jurisdiction to allow the CD to carry forward its accumulated tax losses for a period of 8 years and unabsorbed depreciation, if any, for infinite period, to be filed after NCLT Approval Date for the previous year's returns not filed, without prejudice to the rights available in law and CD shall be permitted recourse to the third proviso to Section 79 of the IT Act	To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016.

		and Section 115JB of the Act
		vii. To direct that the write off of assets for giving effect to the Resolution Plan shall be allowed as business expenditure u/s 36 and 37 of Income Tax Act, 1961.	To approach concerned Authorities who may pass orders keeping in view the object of IBC, 2016.
		viii. To give or issue necessary directions, instructions to the Central Board of Direct Taxation ("CBDT"), Central Board of Indirect Taxes, Customs, Value Added Tax authorities, State Governments Tax authorities to grant the reliefs/exemptions/waivers from applicability of Section 170 and Section 281 of the Income-tax Act, 1961, for the purposes of implementation of this Resolution Plan.	To approach the appropriate authority
		ix. This Tribunal to issue a summons/notice on the first day of hearing to the Principle Commissioner or Commissioner having jurisdiction over the CD u/s 79 of the Income Tax Act, 1961 to Income Tax Department to give sufficient opportunity of being heard to Income Tax Department to allow the carry forward of business	Not Granted

		loss for a period of 8 years from the NCLT Approval Date and allow the unabsorbed depreciation loss to be carry forward for indefinite period. as per Income-Tax Act, 1961. Emphasis on Writ Petition No. 25827 of 2019 The Sirpur Paper Mills Limited & Another Vs Union of India & Two others passed by Hon'ble Telangana High Court The Hon'ble Telangana High Court opined that from the date of approval of the Resolution Plan by the Tribunal, the same would prevail over the claims of the Income Tax Department and such claims which are outside the Resolution Plan for the period covered by the Resolution Plan would stand extinguished. The same was held while quashing notices sent by Income Tax Department.
		x. To explicitly direct the relevant statutory authorities that all pending assessments be waived and neither the CD nor the RA be subject to any tax liability on account of such pending assessments.	The issue will be decided by the concerned authorities, considering the provisions of the IBC, 2016 and the

		Further, post the approval of the Resolution Plan by the Adjudicating Authority no re-assessment/revision or any other proceedings under the Income Tax Act, 1961 and other statutes governing indirect taxes (including but not limited to sales tax, VAT, goods and services tax, excise duty, customs duty, GAAR etc.) shall be initiated whatsoever against the CD/RA in relation to the period prior to the date of approval of Plan by Adjudicating Authority in case no claims have been submitted by the authorities in this regard. Any such consequential demand shall be considered non-existing and not payable by the CD/RA. Any proceedings kept in abeyance in view of CIRP shall not be revived post the date of approval of Plan by Adjudicating Authority.	decision of the Hon'ble Supreme Court in the case of Ghanshyam Mishra based on the clean slate principle, as discussed in the order.
		xi. To grant permission to the RA to use the brand, logo, name, tradename, trademark, software, whether registered or unregistered in color or black and white, owned, licensed, sub-licensed or otherwise of the CD	Granted

		without any fees, for a period of 12 months from the NCLT Approval Date only for the purpose of the implementation of this transaction. The CD shall crystallize all costs and expenses with respect to the brand, logo, name, tradename, trademark prior to the NCLT Approval Date.
		xii. To direct that all Business Permits, authorisations, registrations, quotas, allotments, all kinds of approvals, consents, privileges, liberties, advantages, easements, exemptions, incentives including in relation to any taxes and all the rights, title, interests, benefits, entitlement, advantages, privileges receivable under applicable law, whether statutory or otherwise or in terms of certain schemes or policies including by the Central or any State Government or other local authority, or any foreign government or body, contract, lease or license granted in favour of the CD or to which the CD is entitled to or accustomed to, as on the CIRP commencement date,	Approach relevant authorities.

		stand transferred to the RA pursuant to the Resolution Plan post the NCLT Approval Date.
		xiii. To direct that the financial statements prepared in accordance with the provisions of this Resolution Plan be binding on all stakeholders (including but not limited to Income tax Department, Goods and Service Tax Departments, Sales Tax Department, other tax departments, RoC, RBI and all other Governmental Authorities).	Approach relevant authorities.
		xiv. To direct that the financial statements prepared in accordance with the provisions of this Resolution Plan be binding on all stakeholders (including but not limited to Income tax Department, Goods and Service Tax Departments, Sales Tax Department, other tax departments, RoC, RBI and all other Governmental Authorities).	Approach relevant authorities.
		xv. To direct the GIDC that no transfer fees/premium charges shall be levied by GIDC or any other authority in case of change of the ownership of CD as per the terms of this Resolution Plan.	To approach the appropriate authority

		xvi. To direct the GIDC to grant waiver of any of the GIDC dues as on the NCLT Approval Date.	To approach the appropriate authority
		xvii. To direct the GIDC to re-connect the water supply (if supply was disconnected due to default/ failure in payments) for all the Units and offices of the CD on payment of their entire dues as per the terms of this Resolution Plan and keep the security deposits kept by the CD intact.	To approach the appropriate authority
		xviii. To direct the Uttar Gujarat Vij Company Ltd to re-connect the Electricity connections (if supply was disconnected due to default in payments) for all the Units and offices of the CD and keep the security deposits kept by the CD intact. Emphasis on NCLAT Judgement of Swatik Aqua Ltd & Anr Vs. Jharkhand Bijli Vitran Nigam Lyd & Anr, wherein it was stated that not having filed claim of electricity dues of pre-CIRP in CIRP, it is not entitled to recover pre-CIRP dues and electricity cannot be disconnected.	To approach the appropriate authority
		xix. To direct that all the dues including statutory

		dues owed to the Central or State Government or local authority shall stand extinguished and no proceedings in respect of such dues shall be continued.
		xx. To direct that all agreements which require consent of any third party for any change of control of the CD or transfer of any asset of the CD shall be deemed to have been provided by such third parties with effect from the NCLT Approval Date to the CD.	To approach the appropriate authority
		xxi. To direct extension of moratorium imposed under Section 14 of the IBC until the NCLT Approval Date. However, such moratorium shall not apply to transactions contemplated in this Resolution Plan.	The Moratorium under section 14 ends on the date of passing this order.
		xxiii. The statutory authorities including but not limited to ROC to be directed to allow the RA to file any returns/forms relating to period prior to the NCLT Approval Date in case compliance is not made in the past without any late filing fees, penalty, interest or any other dues. Further, after the above compliance, the CD's	To approach the Appropriate Authority

account may be treated as regular and it may be allowed to take all benefits available under these statutes. xxiv. To direct that all benefits including on account of any carried forward tax losses, exemptions, deductions, rebates, reliefs, input tax credits, etc. available to the CD under any tax laws in India, including but not limited to Income Tax Act, 1961, the Customs Act, 1962, GST law and such other tax laws, shall not lapse pursuant to the Resolution Plan and shall be available post the NCLT Approval Date.To approach the appropriate authority xxv. Notwithstanding anything contained in the Income Tax Act, 1961, the Adjudicating Authority to direct that the CD be allowed to file past income tax returns for the period prior to the NCLT Approval Date and no penalty, interest, charge should be levied for the same. Further, all losses, exemptions, deductions, rebates, reliefs, input tax credits, etc. available to the CD available in such returns filed shall not lapse pursuant to theTo approach the appropriate authority Resolution Plan and shall be available post the NCLT Approval Date. xxvi. The CD and the RA shall be granted an exemption from all taxes, levies, fees, transfer charges, transfer premiums, and surcharges that arise from or relate to the implementation of the Resolution Plan, since payment of these amounts may make the Resolution Plan unviable. Foregoing reference to Taxes shall include the following: i. Transaction cost: Any transfer premiums or charges, change of ownership/ control charges payable in connection with the implementation of this Resolution Plan and the consequent change in ownership and control of the CD; ii. Relevant Governmental Authority includes but is not limited to the relevant authorities of the states in which the CD and RA undertake business.Approach the relevant authorities. xxvii. To direct that upon the approval of Resolution Plan, the RA be granted time period of 12 months from the date on which the Adjudicating AuthorityTo approach the appropriate authority approves the Resolution Plan, to ensure compliances in relation to the non-compliances of Applicable Laws by the CD pertaining to any period up to the date on which the Adjudicating Authority approves the Resolution Plan. xxviii. To direct the jurisdictional ROC to take on record the Resolution Plan, upon approval of the Plan by the Adjudicating Authority, without any further compliances.To approach the Appropriate Authority xxix. To direct the jurisdictional ROC to maintain the status of the CD from the NCLT Approval Date as ACTIVE Compliant in terms of Rule 25A of the Companies (Incorporation) Rules, 2014, in its records without the requirement of any other filing or action to be undertaken in this regard.To approach the Appropriate Authority xxx. To direct the employees [including KMps], workmen and suspended Directors of CD to handover following on NCLT Approval Date • The password of the Machinery, • Software & manuals of Machinery,Granted Dossier Data Base Stability Report Any other data or report essential for running the unit and Or any other data/document sought by RA. xxxi. To direct that the pledge created over the assets of the CD in favour of the Financial Creditors be immediately released upon full and final settlement of dues of the Financial Creditors under the Resolution Plan.Granted xxxii. To direct that no Governmental Authority (including regulatory, judicial and quasi-judicial authority) shall issue any orders, directions, decrees, judgments etc. that will be in contravention of the provisions of the Resolution Plan.Not granted xxxiii. To direct that all employee stock option plans, or similar incentive schemes of the CD be extinguished in such a manner that RA or CD do not have to incur additional cost post take over.Not granted xxxiv. To direct that any inquiries, investigations, notices, show cause notices,To approach the appropriate suits, settlement agreements, claims, disputes, criminal proceedings, arbitration, litigation, tax proceedings or any other judicial, regulatory or administrative proceedings, in connection with the CD or the affairs of the CD including proceedings before any judicial/quasi-judicial body including proceedings before the Debt Recovery Tribunal, Magistrate's Court, High Court, Supreme Court, Consumer Courts, RBI, SEBI, Stock Exchange, Registrar of Companies, Regional Director, or any judicial or quasi-judicial authority or any rating agency against the CD, pending or threatened, present or future in relation to any period prior to the date on which the Adjudicating Authority approves the Resolution Plan, from any Person or Governmental Authority, or arising on account of implementation of this Resolution Plan shall stand withdrawn and dismissed and all liabilities and obligations therefore, whether or not set out in the balance sheets of the CD or the profit and loss account authority statements of the CD will be deemed to have been permanently extinguished and no adverse orders passed in the said matters should apply to the CD or the RA. Upon approval of this Resolution Plan, all new inquiries, investigations, notices, suits, Claims, disputes, litigations, arbitrations or other judicial, regulatory or administrative proceedings will be deemed to be barred and will not be initiated or admitted against the CD, in relation to any period prior to the date on which the Adjudicating Authority approves the Resolution Plan. Emphasis on Paramjit Gandhi Vs. Ashwini Mehra, Chairman Monitoring Committee of Educomp Infrastructure & School Management Ltd & Ors (2023) 228 NCLAT, wherein it was held that the Section 32A being a statute regarding liability for prior offences, as and when such occasion arises, it is always open for the Appellant to seek protection under Section 32A in accordance with law. xxxv. To direct that the CD be grantedTo approach the waiver/exemption from compliance of compounding under Section 143(12) and any other relevant provisions of the Companies Act, 2013 and other applicable laws for the removal of both statutory and internal auditors of the CD and appointment of new auditors (if required).appropriate authority xxxvi. To direct that any inquiries, investigations, notices, show cause notices, suits, settlement agreements, claims, disputes, criminal proceedings, arbitration, litigation proceedings with respect to workmen and employee whether filed in individual capacity or filed through a union, shall stand withdrawn and dismissed and no adverse orders passed in the said matters apply to the CD or the RA in relation to any period prior to the date on which the Adjudicating Authority approves the Resolution Plan.To approach the appropriate authority xxxvii. To direct that any approvals that may be required from Governmental Authorities or third parties (including but not limited to tax authorities, BSE, NSE, ROC, SEBI and RBI) in connection with theTo approach the appropriate authority implementation of the Resolution Plan including on account of change in ownership control of the CD, shall be deemed to have been granted on the date of approval of the Resolution Plan by the Adjudicating Authority. xxxviii. To direct the Food & Drugs Control Administration and Commissioner of State Excise to keep the licenses, permits and their services along with the security deposits intact.To approach the appropriate authority xxxix. To direct the Employees/ Contract Labourers/ Operational Creditors/ Labour Union/ other stakeholders for complete co-operation at the time of resolution of CD as per the terms of implementation of this Resolution Plan.To approach the appropriate authority xl. To direct the appropriate authority to grant / renew licences required for the running of the unit without any penalty, interest, damages for any past non-compliances.To approach the appropriate authority xli. To direct that, subject to timely payments being made in respect thereof, the Company and all its facilities to continue to receive supply of essentialTo approach the appropriate authority supplies, goods and services (as defined under the IBC and the CIRP Regulations) on an uninterrupted basis and no contracts for supply of essential goods to be terminated on account of the initiation of corporate insolvency resolution process/ bankruptcy proceedings involving the CD, appointment of the Resolution Professional, change in control / constitution of the CD pursuant to the terms of this Resolution Plan, and in respect of any pecuniary liability that is being settled in terms of the Resolution Plan To direct that neither the RA, nor any of its affiliates or connected persons, be disqualified from or considered ineligible under the Code for proposing and/or implementing a plan in relation to the insolvency resolution of any person (other than the CD), merely on account of the implementation of this Resolution Plan by the RA. xlii. In case of any adverse finding ruling adjudication by any competent court / tribunal / authority / judicial or quasi-judicial body, then the CoC and RPTo approach the appropriate authority shall not be responsible for the same. However, if any such payments are to be made by the CD or the SRA, the same shall be deducted from the Resolution Plan Amount and will not be over and above the Resolution Plan Amount such that the Resolution Plan Amount proposed by the SRA along with time-line for payment proposed shall remain intact and unaffected."