Print Sales Private Limited vs Anderson Printing House Private Limited

ORDER

However, nothing mention herein above shall be applicable to investigation, action, proceeding, prosecution, suits, etc, whether civil or criminal, regulatory or administrative actions against the erstwhile

	promoters/directors/employees of the CD.
20)	There may be non-compliance of various, ROC, MCA and other regulatory authorities. The ResolutionApplicant would be entitled to remedy and / or rectify any breach, violation, defects, deficiencies etc. which theCorporate Debtor has committed and would also be entitled to do all such legal compliances which were not done by the CD. All the Government / Regulatory Muthorities towaivethe Non-Compliances of the Corporate Debtor priortothe effective date;
21)	Status Quo of existing approvals / DefaultRenewal/ Validation of all expired approvals: Approvalofthe Resolution Plan by NCLT will be treated as Specific Order to Approve extension of current approvals of Products / Standards stated for maintenance of thePlant8/48 Machinery / Factory etc for another 2 years given the fact that the viability of the CD Business dependsonsuch approvals.
22)	Upon approval of this Plan by AA, all the subsidiaries & step-down subsidiaries (whether Indian or Foreign)and the present associate Companies of the Corporate Debtor shall be strike out and shall no longer remain subsidiary or associate of such companies. The approval of Resolution Plan by AA shall be deemed to have all the approval for procedural requirements in terms of relevant Section of the Companies Act, 2013 & Rules and RA will comply with all the procedural requirements, if any. Investments of CD in such Companies, if any, shall be treatedpurelyas Investment and such Companies shall not be considered as Subsidiaries or Associate of CD.

23)	22. As the Resolution Applicant will acquire control over the Corporate Debtor pursuant to theorderofthe Adjudicating Authority and not pursuant totheusual acquisition process which would ordinarilyincludea detailed due diligence and representation, warranties and indemnities in relation to the affairs of theCorporate Debtor from its Existing Promoters,theResolution Applicant may take some time to discover allthenon-compliances that may exist in relation to the Corporate Debtor on the date of acquisition of controlbythe Resolution Applicant over the Corporate Debtor.
24)	23. The jurisdictional Registrar of Companies to take on record and implement the Plan, upon approval of the Plan by NCLT, without any further compliances;
25)	24. All Designated Authorised Dealer Category 1 Banks to grant any approval or dispensation as may be required for actions contemplated under the Plan in accordance with its terms and conditions.
26)	24. All Designated Authorised Dealer Category 1 Banks to grant any approval or dispensation as may be required for actions contemplated under the Plan in accordance with its terms and conditions.
27)	25. t is clarified that the existing promoters, shareholders, managers, directors, officers or such otherpersonin charge of the affairs and management of theCDshall continue to be responsible and liable for all the liabilities, hums, demand, obligations, penalties etc. arising out of any (i) proceedings, inquiries, Investigations. orders, show causes, notices, suits, litigation etc. (includingthose arising out of anyt orders passed by the NCLT pursuant to

	Sections 43, 45, 49, 50, 66, 68, 70% . 72. 73, 74 of the IBC (including without limitation, any investigationby Contral Burea of Investigation or the SeriousFraud Investigation Office) or any acts ob omissions in breach of applicable law (including but not limited to exchange laws and regulations, labour and employment laws, and laws relating to anti-corruption and preventionofmoney laundering or diversion of funds) which occurred prior to the Effective Date, whether civil or criminal,pending before any environmental laws, foreignDIAauthority, court, tribunal or any other forum prior to the effective Date or (ii) that may arise out of any proceedings, inquiries investigations, orders, show cause, notices, suits, litigation etc. (including any orders passed by the NCLT pursuant to Sections 43, 45, 49, 50, 66, 68, 70, 71, 72, 73, 74 of the IBC), whether civil or criminal, that may be initiated or instituted post the approval of the Resolution Plan by the NCLT on account of any transactions enteredinto,or decisions or actions taken by, such existing promoters, shareholders, managers, directors, officers,employees, workmen or other personnel of the CD, and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto.
28)	All domain names, servers, being currently used by the CD to the extent not owned shall continue to be available for use by the CD for a period of 3 months for the Effective Date.
29)	Resolution Applicant shall not be liable and will be kept indemnified financially or otherwise against anyofthe negative impact / observation / findings of Forensic Audit and/or transaction audit. Further neither the Corporate

	Debtor nor any member of the New PromotersorNew Promoters group shall be made party to any of the legal cases arising out of such forensic audit.
30)	If Corporate Debtor applies for credit rating / grading with any agency/bank/financialinstitutionsetc.,past performance (during the closure period for around 3 years) should not be considered for fiscal fillip.TheNew Promoters or New Promoters Group and itscontrolled company/concerns who are proposedtobethe shareholders of corporate debtor has got certain synergy with corporate debtors as has beenmentionedin Resolution Plan. Therefore, it is possible that some of the products of Resolution applicant or its associate concem may be common with the products of the corporate debtor. Therefore, to attain the financial stability of the corporate debtor, exemption will be available to theResolution Applicant and its members/associatesaswellas Corporate Debtor with regard to provisions of the conflict of Interest due to common shareholding of the corporate debtor and Resolution Applicant including its associates from all the I customers including but notlimitedto Government/ Semi Government PSUs/Non-Government/ Research & DevelopmentCentres/Subsidiaries/ Zones/Workshop/Sheds or anyotherentitiesnot mentioned here.
31)	There might be certain litigations/proceeding against the CD regarding the CD may have conducted its business in beach of certain applicable laws; and (b)anadverse, outcome of such proceedings would interrupt the business of the CD as going concern. Accordingly,allsuch proceedings should be extinguished / drop immediately on

	approval of the Plan by the Adjudicating Authority.
32)	As the Resolution Plan shall be binding on each of the stakeholders above, all such Persons includingbutnot limited to the IMA, employees, guarantors, OF mentioned creditors and shareholders/members shall extendtheir full support to do or cause to be done, such further acts, deeds, matters and things and executesuchfurther documents as may be reasonably requiredbythe Resolution Applicant to give full effect to the terms of this Resolution Plan in accordance withitstermsand conditions. If required by the Resolution Applicant as the evidence of discharge, the creditors of the Resolution Plan shall provide all documentation and/or execute documents evidencing the full and final discharge of their Claims.
33)	To pass an order confirming that this Resolution Plan for the Corporate Debtor has dealt with the interests of all the stakeholders in the Corporate Debtor,includingthe Financial Creditors (whether securedorunsecured, assenting or dissenting). Operational Creditors, Workman and others.
34)	To pass an order directing that in accordance with section 31(1) of the Code, this Resolution Plan shall be binding on the Corporate Debtor together withitsemployees, members, Creditors (includinganyassigneesand successors), guarantors and all other stakeholders affected by the Resolution Plan and that accordingly, the approval of such employees members, Creditors, guarantorsand other stakeholders (includinganyGovernmental Authorities) shall not be separatelyrequiredtobe undertaken, whether before or after the Effective Date, for implementation of various actions proposed to be taken

pursuant to this Resolution Plan;

a)

All utility suppliers, shall commit supplies on and from the Effective Date. No utility supplier, should withhold / delay supply of utility on the ground of non- payment of dues prior to the Effective Date.

b)

The claims as provided in the resolution plan shall stand extinguished and will be binding on the Corporate Debtor and its employees, members, creditors, including the Central Govt, any State Govt or any local authority, guarantors and other part-resolution stand SAMIR stakeholders. On the date of approval of resolution plan by the Adjudicating Authority, all such claims, which are not a part of resolution plan, shall stand extinguished and no person will be entitled to initiate or continue any proceedings in respect to a claim, which is not part of the resolution plan.

c)

The statutory dues owed to the Central Govt, any State Govt authority, if not part of the resolution plan, shall stand extinguished and no proceedings in respect of such dues for the period prior to the date on which the Adjudicating Authority grants its approval under section 31 could be continued.

d)

The Corporate Debtor and the Resolution Applicant shall be entitled to modify contracts which: (i) are entered into with parties prior to the Insolvency Commencement Date, and (ii) impose onerous conditions hindering the resolution process/turnaround process, day-to-day operations for the Corporate Debtor.

e)

The Resolution Applicant and the Corporate Debtor, after the successful acquisition by the Resolution Applicant shall not be responsible for any defaults for the period prior to effective date any nature under any law as may be applicable from time to time including but not limited to ED/RBI/ CBI/ CVC/PMLA/FEMA/ FERA, customs, excise, VAT, GST, ST/ CST/ Octroi, Property Tax and any other law/ enforcement agencies even if not mentioned here.

f)

The unit of the CD to be treated as new enterprise eligible under the West Bengal Incentive Scheme Banglashree for MSMEs and/or any other such scheme of the State Govt. Accordingly CD should be eligible for all the benefits extended by State Govt like Capital Subsidy, Interest Subsidy, Power Subsidy, SOST, Waiver of Electricity Duty, PF and ESI benefits and/or any other benefits.

g)

The unit of the CD is to be treated as New Enterprise and all the benefits accrued to a new enterprise in terms of the various Central/State Government Policies including but not limited to Direct and Indirect Taxation policy etc.

h)

Post-acquisition of CD, the new management shall require 12 months for appointment of Auditors, Company Secretary and other Statutory Compliances. The RA should therefore be allowed 12 months' time from the effective date to comply with all statutory approval and requirements including but not limited to filing of Balance Sheet, without any charges, penalties, interest, etc.

i)

All statutory, Women Director/ Independent Director and other liabilities and dues relating to the Properties including but not limited to land revenue, khazana, municipal taxes, mutation fees, conversion fees, etc. whether outstanding or demanded till date or not, or whether recorded in the books of accounts or not, including all interest, penalties, fines, etc. as also all other taxes, levies, charges, outgoings, etc. by whatsoever name called and payable to any Government Authority or any other Person under any Applicable Law for the time be waived and/or the liability in respect of the same be fully extinguished upon approval of the Plan by Adjudicating Authority.

j)

All the original Title Deeds and related documents of the CD whether mortgaged or unencumbered are to be handed over by Financial Creditors to CD settlement amount as contemplated in this Plan. In case payment of if any Title Deeds are with any other individual or entity other than the Financial Creditors, then Re should ensure that the same is peacefully handed over to CD on or before the closing date.

k)

On discharge of all the liabilities to the secured financial creditors, all the charges registered with ROC to be satisfied.

l)

That the Hon'ble NCLT be pleased to give or issue necessary directions and instructions to the Tas authorities, to exempt/waive the applicability of the provisions of sections 28, 41, 79, 179, 281 and other applicable provisions of the Income-tax Act, 1961 for the purposes of implementation of this Resolution Plan.

m)

The Central Board of Direct Taxes to (i) not void or take any other actions with respect to the transactions contemplated under this Plan under Section 281 of the IT Act; (ii) exempt the Resolution Applicant from any liability pursuant to Sections 56 and 170 of the IT Act; and (iii) not levy any Tax (including minimum alternate tax) arising as a result of giving effect to, or otherwise in relation to, the Plan, in the hands of Corporate Debtor or the Resolution Applicant. The Central Board of Excise and Customs to not void or take any other actions with respect to the transactions contemplated under this Plan (including the Merger and the sale of Collateral) under section 81 of the Central Goods and Services Tax Act, 2017 and not to impose any successor liability on the Resolution Applicant and the Corporate Debtor. Allow setting off of losses and unabsorbed depreciation for the purpose of computation of book profit as permitted under section 115JB of Income Tax Act, 1961. Exemption from any tax liability rising due to implementation of the Resolution Plan both in computing total income under the normal provisions of the IT Act and in the computation of book profit under sec. 115JB of the IT Act.

n)

The brought forward Business Loss as on the Effective Date shall be deemed to be the Business Loss for the previous year in which the Effective Date falls.

o)

Allow filing return of income and/or revised return of income, for the Assessment Years prior to the Effective Date.

p)

Waiver of any income-tax and Minimum Alternate Tax (MAT) liability or consequences (including interest, fine, penalty, etc) on MIFL., Resolution Applicant and its shareholders on account of various steps as proposed in the Resolution Plan, including but not limited to liabilities if any under Section 41 (1), Section 56, Section 43 B, Section 28, Section 115JB and Section 79 of the NOTARY Ach 1961, including, without limitation waiver of MAT and income tax implication arising due to write back/write off of liabilities in the books of accounts impact on brought forward Resolution Plan. tax and book loss / depreciation. of MIFL without any impact on brought forward tax and book loss / depreciation, pursuant to this Resolution Plan.

q)

Any requirements to obtain waivers from any Tax Authorities including in terms of Section 79 of the IT Act is deemed to have granted upon approval of this Resolution Plan on the Effective Date.

r)

That the provisions of MAT and carry forward loss and/or adjustment of MAT may not be affected adversely by the implementation of this Plan and the Corporate Debtor/Resolution Applicant is entitled to the benefit of the provisions of MAT and carry forward loss.

s)

that the Corporate Debtor and Resolution Applicant shall be entitled to the benefit of carry forward notwithstanding any default of the Corporate Debtor to file tax returns within the due date and in accordance with the provisions of the Income Tax Act, 1961.

t)

that all pending assessments be waived and neither the Corporate Debtor nor the Resolution Applicant shall be subject to any Tax Liability on account of such pending assessments. Post the order of the Adjudicating Authority, no re-assessment/revision or any other Proceedings under the Income Tax Act, 1961 shall be initiated against the Corporate Debtor/Resolution Applicant in relation to period prior to Effective Date and any consequential demand shall be considered non-existing and not payable by the Corporate Debtor/Resolution Applicant. Any Proceedings kept in abeyance in view of insolvency process shall not be revived post Effective Date.

u)

that the Hon'ble NCLT be pleased to give or issue necessary directions, instructions to the CBDT, Customs, and Value Added Tax authorities, Central Sale Tax authorities, GST authorities entry tax and other Tax authorities whether central or state to exempt income/gain/profits, if any, arising as a result of giving effect to the Resolution Plan and from being subjected to income tax in the hands of the Corporate Debtor or the Resolution Applicant under the provisions of Income Tax Act, 1961, value added tax,, customs, octroi, excise duty, service tax, goods & service tax, including but not limited to any income tax and MAT liability arising on capital reduction in the Corporate Debtor, waiver/write off/ write down of current amounts due to employees, vendors, Operational Creditors/ Financial Creditors, value of assets, value of inventories, etc. without any impact on brought forward tax and book loss / depreciation; and waive all liabilities whether crystallised or not in respect of Taxes (including interest and penalty) arising in respect of periods up to the Effective Date and arising out of implementation or sanction of the Plan.

v)

Waits any paste dupayable to any stock exchange or any such sppalatory bodyas towards any dues or towards fee dues pursuant to contemplated in the Resolution Plan including but not limited to fee, fee payable to Registrar of Companies (RoC), etc.

w)

Re-Listing of the company with Stock Exchange/s and approval of the Stock Exchanges/SEBI for such re-listing. Certified copy of the order approving Resolution Plan shall be a direction on such statutory authorities to do the needful.

x)

All lease agreements whether old/new or non-renewed shall automatically be renewed from the date of order and all properties for which registration is pending or otherwise, will be completed, based on the Certified copy of the order approving Resolution Plan and the same shall be a direction on such statutory authorities to do the needful.

y)

Existing contracts and arrangements, if any, with the Existing Promoters/ Directors and Related Parties of the Corporate Debtor that was entered into prior to commencement of CIRP, during the time of CIRP/ Liquidation Process shall stand terminated on and from the date of Order.

z)

Right to review and terminate any contract that was entered into prior to the Effective Date without any penalty, charges, fees, fines, liabilities, damages in relation thereto. Save and except the contracts and arrangements which shall be terminated by the Corporate Debtor/ Applicant, all other contracts and arrangements shall remain in existence on the same terms and conditions.

aa)The order shall be conclusive evidence of reduction in capital, as envisaged, and the public shareholders of CD shall have no right, action, title or interest whatsoever, shall stand modified with effect from the Effective Date without any further act, deed and approval of the Resolution Plan by Adjudicating Authority shall be deemed to be sufficient notice which may be required to be given to any person for such matters and no further notice shall be required to be given.

ab)that the Hon'ble NCLT be pleased to give or issue necessary directions, instructions to all relevant Governmental Authorities to grant relief/concessions from payment of fees, charges, stamp duty, registration fees (including fees payable to the jurisdictional ROC) for various actions contemplated under this Resolution Plan (including capital reduction, Promoter Equity Shares, increase in authorised share capital), merger of the Corporate Debtor with the Resolution Applicant and any other action taken to implement the Resolution Plan) and that the fees payable to in respect of amendment of the memorandum of association and articles of association of the Corporate Debtor for increase in authorised capital be waived and the ROC be directed to approve the relevant forms under the Companies Act and rules thereto without payment of fees in respect thereof. NOTARY Similarly, the stamp duty arising due to merger of the Corporate Debtor with the Resolution Applicant or on issuance of Promoter Equity Shares be and is hereby waived.

ac)any consideration payable to the Shares holders of the said Company including astinguished Restructuringaid dividend, share application money to su of Corporate shareholding pattern of the Corporate Debtor in accordance with the norms and relevant guidelines of IBBI and any other applicable law Debtor and E INDU

ad)The Resolution Applicant shall reconstitute the Board of Directors of the Corporate Debtor as may be required by the Applicant subject to affidavit and undertaking that none of such directors of the Board of Directors are disqualified under section 29A of the IBC, 2016

ae)That on payment of the Financial Creditor Upfront Amount, the carrying amount of borrowings (both long-term and short term, secured and unsecured) shall be derecognized and any difference between the carrying amount and the Financial Creditor Payment Amount shall be recognized in the capital reserve without resulting in any tax liability in the hands of the Corporate Debtor or the Resolution Applicant.

af) The selective reduction of capital held by the existing shareholders of the Corporate Debtor in the manner provided in Clause 4 shall be deemed to have been effected as a part of the order of the Adjudicating Authority approving the Plan, without the requirement of compliance with section 61, 66 of the Companies Act, 2013 and the Company (Procedure for Reduction of Share Capital) Rules, 2016 and the face value of the cancelled Equity Shares shall be credited to the capital reserve of the Corporate Debtor without any tax liability on the hands of the Corporate Debtor/Resolution Applicant.

ag)that the Corporate Debtor and/or the Resolution Applicant shall not be required to make any separate application for the actions contemplated under the Plan before the Hon'ble NCLT under the provisions of the Companies Act and that the approval of this Resolution Plan by the Hon'ble NCLT shall be treated as if the necessary approvals required to have been obtained under the Companies Act, including consent of shareholders or creditors of the Corporate Debtor and applications to any other appropriate authority, as required under the Companies Act, together with the process laid down under the Companies Act, have been obtained and duly complied with.

ah) that the compliance with the provisions of the Resolution Plan shall be deemed to be in accordance with and constitute compliance with any and all provisions of law A that would have otherwise applied to a merger or issuance or reduction of capital under the Companies Act, the Income Tax Act, 1961 and other separate scheme of merger shall be required to constitute Applicable Laws. to be filed and the plan be deemed a scheme of merger for all purposes including compliances with Applicable Law. Accordingly, all Government Authorities shall grant this approvals and consents and renew all licences and consents of the in the fate of the Resolution Applicant on the basis of the Plan.

ai) that the approval of the Hon'ble NCLT pursuant to section 31 of the IBC shall constitute adequate approval for selective reduction of capital of the existing shareholders, issuance of Equity Shares to the Resolution Applicant, write off of the Written Off Amount, and merger of the Corporate Debtor with the Resolution Applicant pursuant to the Resolution Plan. Accordingly, no further actions and requirements (including procedural requirements for issuance of Equity Shares as prescribed under sections 42, 55 and 62 of the Companies Act or for merger under sections 230-232 of the Companies Act), approval, application or consent shall be necessary on the part of Corporate Debtor or from any other Person/ Governmeatal Authority(including the Reserve Bank of India) in relation to either of these actions whether pursuant to the provisions of any agreement, the constitution documents of the Corporate Debtor or any Applicable Law.

aj) All domain names, servers, being currently used by the CD to the extent not owned shall continue to be available for use by the CD for a period of 3 months for the Effective Date.

ak)Upon approval of this Resolution Plan by NCLT, the rights of any person (whether exercisable now or in the future), either directly or indirectly, and whether contingent or not, to call for the allotment, issue, sale or transfer of shares of the CD or whether through any exchange or otherwise, shall stand unconditionally and irrevocably extinguished. All employee stock options shall stand extinguished.

al) If Corporate Debtor applies for credit rating / grading with any agency/bank/financial institutions etc., past performance (during the closure period for around 3 years) should not be considered for fiscal fillip. The New Promoters or New Promoters Group and its controlled company/concerns who are proposed to be the shareholders of corporate debtor has got certain synergy with corporate debtors as has been mentioned in Resolution Plan. Therefore, it is possible that some of the products of Resolution Applicant or its associate concern may be common with the products of the corporate debtor. Therefore, to attain the financial stability of the corporate debtor, exemption will be available to the Resolution Applicant and its members/associates as well as Corporate Debtor with regard to provisions of the conflict of Interest due to common shareholding of the corporate debtor and Resolution Applicant including its associates from all the customers- -including but not limited to Government/ Semi-Government PSUs/ Non-Government / Research & Development Centres / Subsidiaries/ other entities not mentioned here.

am) All Departments and authorities, including but not limited to Government/ Serni- Government / PSUs/ Non-Government/ Research & Subsidiaries / Division/ Zones/ Workshop/ Sheds or any other mentioned here, shall allow the Corporate Debtor to submit their offers / Proposal/ tenders etc., for the period of 3 (three) years from the date of NCLT order, without entitled insisting for the details on past revenue, profitability records, net worth and supply and performance records or any other credentials, as Resolution Applicant will be starting the business for the Products of the Corporate Debtor afresh as there had been discontinuity in the business for past few years.

an) It is further clarified that the approval of the NCLT shall constitute adequate approval for issuance of New Equity Shares and cancellation of existing equity shares of the CD issued to the existing promoter group & others, if any, in accordance with applicable law and accordingly, no approval or consent shall be necessary from any other Person / Government Authority in relation to either of these actions under any agreement, the Constitutional documents of the Corporate. Debtor or under any Applicable Law.

ao)That in the event any approval/filing is required under Applicable Law for purposes of release of Security Interest, then, upon approval of the Hon'ble NCLT pursuant to Section 31 of the IBC, such approval shall be deemed to be provided and liling shall be deemed to have been made.

ap)That the relevant authorities/ Government Authorities shall waive all compensation, claims/ amounts claimed (including but not limited to any interest thereat), contingent liabilities along with any such additional liabilities added thereto until the Effective Date.

aq) Following discharge of the Creditors in accordance with Clause 2 of the Plan, all claims, demands and Liabilities actual or potential towards any Person, including any Tax liability whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, recorded in the books or not relating to the period prior to the Effective Date or arising on account of acquisition of the management and control by the Resolution Applicant or due to implementation of the Plan will be waived/written off in full and the Corporate Debtor and the Resolution Applicant shall at no-point of time be directly or indirectly have any obligation, Liability or duty in relation thereto. All Litigations and Proceedings relating to the period prior to the Effective Date shall stand extinguished/withdrawn and quashed without the Corporate Debtor/Resolution Applicant having to incur any liability and no fresh proceedings shall be entertained in respect of any liability pertaining to the period prior to the Effective Date.

ar) That the relevant Governmental Authorities are directed to restore all clearances and provide any additional statutory necessary and renew and environmental clearances as may be all licenses/ approvals of CD. Further the Governmental Authorities be directed to grant all approvals required for implementation of the Plan including for setting up or expansion of the operations of the plant of the Corporate Debtor, for setting up of power plant or for carriage of steam/electricity from the premises of the Corporate Debtor to the Resolution Applicant and vice versa.

as)all subsisting patents, benefits and privileges therefrom granted in favour of the Corporate Debtor or to which the Corporate Debtor is entitled or accustomed to shall, notwithstanding any provision to the contrary in their terms, be deemed to continue without disruption for the benefit of the Corporate Debtor

at) The Corporate Debtor shall be deemed to be eligible to receive all consents, licenses, exemptions, approvals, rights, entitlements, extensions, waivers, benefits and privileges whether under law, contract, lease or license, which includes without limitation permission for change of land use by the concerned Governmental and/or Regulatory Authorities as may be required by the Corporate Debtor.

au) The Research Designs and Standards Organisation (RDSO) CLW ICF and other approving agencies of Indian Railways to restore the product approval status of the Company to the same status as on 30th September, 2017.

av)That the CESC be directed to restore electricity supply to the company at rates prevailing in the area for other units on an application of restoration made to it by the company without delaying service on the ground of non-payment of dues prior to Effective Date.

aw) Any non-compliance of provisions of any laws rules, regulations, directions, notifications, circulars, guidelines, policies, licenses, approvals, consents or permissions including any suspension, cancellation, revocation or termination, prior to the Effective Date.

ax)All inquiries, investigations, assessments, notices, causes of action, suits, claims, disputes, litigations, arbitration, or other judicial, regulatory or administrative proceedings pertaining to any period prior to the Effective Date or arising or account and interim order(s) if any, passed during regulatory such arbitration, or administrative proceedings be deemed to of Judicial. be immediately vacated.

ay)All liabilities or obligations of the Corporate Debtor, in investigation, inquiry or show-cause, whether civil or Reg relation to (A) any criminal any non compliance; (C) change of control, transfer charges, unearned compensation, or any other such liability whatsoever; (D) any freehold rights to movable or immovable properties in the possession of the Corporate leasehold rights or Debtor; (E) any contracts, agreements or commitments made by the Corporate Debtor, shall be written off in full and shall stand permanently extinguished.

az) Waiver of any property tax, lease rent prior to the Effective Date.

ba)All powers of attorney or authorities executed by the Board of the Corporate Debtor on or prior to the Effective Date shall stand revoked, cancelled and shall be void.

bb) The status of the Corporate Debtor in the records of the Registrar of Companies should be reflected as 'active' from the status of "Under Corporate Insolvency Resolution Process'

bc)All accounts of the Corporate Debtor shall stand regularized and their asset classification shall be "standard".

bd) That all claims of the Corporate Debtor against third parties and its related parties, shall remain outstanding, due and recoverable in accordance with their respective terms. Corporate Debtor/ Successful Bidders have full right to recover/ proceed against the party, whose account is recoverable in the books of the Corporate Debtor as on the effective date.

be)All liabilities of Debt whether crystallized, contingent, filed, not filed, admitted or not admitted by the Liquidator, disputed or undisputed or otherwise including those pertaining to statutory dues and penalties shall be deemed as having been fully discharged in accordance with the provisions of the Code and the Corporate Debtor and the successful bidder shall not be liable for the same.

bf) Applicant shall have the liberty to restructure / re-align/re-locate/merge/ demerge /amalgamate the business operations/ units of the Corporate Debtor.

bg)Any Non-Compliance(s) of the Corporate Debtor under the Companies Act, 1956 and/or Companies Act, 2013 and/or the notifications, circulars, rules and regulations enacted/notified thereunder, prior to the Acquisition Date shall stand compounded without imposition of any penalty, fees, etc.

bh) Sale and transfer of the Corporate Debtor as the going concern/shall be exempt from compliance with applicable laws, including without limitation, In SEBI circular dated March 10, 2017 on Schemes of Arrangement by Listed Entities-and, Relaxation of the Securities Contracts (Regulation) Rules, 1957.

bi) All the liabilities in relation to the employees, workmen, workers time employment or contractual, including but not limited to the dues with respect to the salary and wages, employees state insurance, provident fund, gratuity, etc not provided in the plan shall stand extinguished on the Effective Date.

bj) That the Financial Creditors shall issue no-dues certificate(s) in favour of CD and release their respective Security Interest in any on the Assets in full and complete satisfaction of all debt owed to the Financial Creditors by CD.

bk) That all dues to the promoter/promoter group of CD and Related Party Financial Liabilities shall stand extinguished and waived. Further, any case pursuant to any wrongful acts or omissions or concealments by any Key Managerial Person/ Directors/ promoter group of CD either before or during the CIRP process, shall not be initiated/ pursued against CD.

bl) That any corporate guarantee issued by CD in favour of or on behalf of any of its subsidiaries, associates, group companies or any third party are hereby relinquished;

bm) That all guarantees provided by any and all members of the Promoter Group of CD or their Promoters or any person associated with the promoter group of CD, may continue with the Financial Creditors. However, the same shall not result in any liability towards CD or the Resolution Applicants.

bn) Waiver of all Liabilities and Taxes arising out of implementation of the transactions contemplated in the Resolution Plan is granted and the relevant authorities concerned are directed accordingly. All statutory liabilities pertaining to the period prior to the Effective Date or pertaining to or arising out of implementation of this Plan shall not be required to be paid and the same shall be binding to all such statutory authorities.

bo)Other than actions taken by the CoC/ it's individual member/ insolvency professional against the personal guarantees/ corporate guarantees extended by the promoter group of CD, all legal suits, Proceedings, certificate proceedings and/or quasi legal proceedings that have been initiated against CD or the promoter group of CD, which may have an adverse impact on CD of any nature quashed.

bp) any litigation/suit/arbitration/cases by whatever name called, NOTARY CD. against C whether or not initiated before the CIRP process, whether or not continuing on the Effective Date, shall be deemed to be withdrawn. Any claim, damages, liabilities o any form arising out of the same whether or not defined as operational debt, shall be completely waived and extinguished. OVT. OF IN INDIA

bq)Insolvency Professional and CoC are directed to provide full access to information, premises and Assets to the Resolution Applicant.

br) Promoters of CD is directed to transfer/provide all information, data, documentation, records, ete, which are in their possession/control to the Resolution Applicant.

bs)That the Corporate Debtor or Resolution Applicant shall not be required to refund any benefit (subsidy / incentive or any monetary benefit) already availed by the Corporate Debtor or pay any interest, penalty, late fees, liquidated damages on account of failure of the Corporate Debtor to comply with the terms and conditions for grant of such incentive/subsidy/benefit or due to change in management arising due to implementation of the Plan. Any no Litigation/Proceeding shall be instituted against the Corporate Debtor or Resolution Applicant on this account and any pending Litigation/Proceedings shall stand quashed/withdrawn without any Liability on the Corporate Debtor/Resolution Applicant and the relevant authority including any district industrial center / state government / central government or any implementing authority appointed under any law for the time being in force shall act in accordance with the aforesaid directions.

bt) That directions be given that all assets (including properties, whether freehold, leasehold or license basis) of the Corporate Debtor shall be re-vested in the Corporate Debtor from the Effective Date. The RA shall have the right to enforce the ownership right in the asset and to proceed against any party to get peaceful possession and title of the same. The right title/ ownership of all the assets (including properties, whether freehold, leasehold or license basis) shall pass on to the Corporate Debtor in accordance with law and more specifically the provisions of the Code

bu) That the Plan be binding on the RBI and in the event consent of the RBI is required for any action under the Plan, the RBI be directed to grant all consents if any, envisaged under the Plan unconditionally and on the terms contemplated in the Plan, expeditiously and in any event within 15 days from the Effective Date.

bv)All the aforesaid directions shall continue to be binding notwithstanding any merger of the Corporate Debtor with the Resolution Applicant and the Resolution Applicant shall also be entitled to claim the benefit of the aforesaid directions in so far as it relates to the Corporate Debtor.

bw) That on payment of the Financial Creditor, the carrying amount of/bdrrowing both long-term and short term, secured and unsecured) shall be derecognized and any difference between the carrying amount and the Financial Creditor Pay the Amount shall be recognized in the capital reserve without liability in the hands of the Corporate Debtor or the Resolution resulting A Applican any tax OF INDIA

bx)Upon approval of the Plan by the NCLT, the Resolution Applicant be permitted to recast the balance sheet from March 2017 onwards, any debit or credit, being the balancing figure, shall be adjusted in the capital reserve at the sole discretion of RA and the same shall be deemed to be in compliance with the applicable accounting standards.

by)The Successful Bidder shall not be liable for any action/ responsibility of the Corporate Debtor or its erstwhile management as per the provision of section 32A of the IBC, 2016.

bz)With reference to Direct Taxes, Indirect Taxes (GST, VAT, Sales Tax, Commercial Tax, Excise Duties, etc), Municipal Taxes, Labour laws (PF, ESI, Gratuity, etc), etc:

I. All assessment/re-assessment/revision/ penalty / appellate or other proceedings pending in the case of the Corporate Debtor as on the Effective Date, relating to the period prior to that date, shall stand terminated and all consequential liabilities, if any, shall be waived and shall be considered to be not payable by the corporate debtor by virtue of the NCLT order approving this Plan.

II. All notices issued under the provisions of the respective Acts to initiate any proceedings viz. assessment/re-assessment/revision/penalty/etc. against the Corporate Debtor in relation to the period prior to the Effective Date shall be considered withdrawn and shall not be proceeded against.

III. No notices should be issued under the provisions of the respective Acts to initiate any proceedings viz. assessment/re-assessment/revision/ penalty /etc. against the • Corporate Debtor in relation to the period prior to the Effective Date.

IV. Any proceedings which were kept in abeyance in view of insolvency process or otherwise shall not be revived post the order of the NCLT.

V. No further demand for period prior to the Effective Date shall be raised by the respective Departments

ca)Following the discharge of the Financial Creditors, Operational Creditors, other Contingent Liabilities, Other Liabilities, any and all other claims or demands made by, or Liabilities or obligations, owed or payable to, (including any demand for any losses or damages, principal, interest, compound interest, pope interest, liquidated damages, and other charges already accrued / accruing. In connection with an third party claims), any actual or potential Liability of the Corporate Debtor towards any Person, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or set out in the balance sheets and/or profit and loss account statements of the Corporate Debtor and or the Creditors List in relation to any period prior to the Effective Date of arising on account of the acquisition of management and control of the Corporate Debtor by the Resolution Applicant will be written off in full and shall be deemed to he permanently extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Corporate Debtor and / or the Resolution Applicant shall, at no point of time, be directly or indirectly have any obligation, Liability or duty in relation thereto.

cb)All legal proceedings (including any show cause, notice, adjudication proceedings, assessment proceedings, regulatory orders etc. initiated before any forum by or on behalf of any Financial Creditors, Operational Creditors or other creditors or Governmental Authorities, to enforce any rights or claims against CD shall stand immediately, irrevocable and unconditionally withdrawn, abated, settled and/or extinguished, and the Financial Creditors, Operational Creditors and other creditors shall take all necessary steps to ensure the same. Except to the extent of the payments to be made to the Financial Creditors, Operational Creditors and other creditors pursuant to paragraph 6 above, the Financial Creditors, Operational Creditors and other creditors of CD(including Governmental Authorities) shall have no further rights or claims against CD (including but not limited to, in relation to any past breaches by CD), in respect of the period prior to the Effective Date, and all such claims shall immediately, irrevocable and unconditionally stand extinguished.

cc) Any change in the members managing the CD shall not affect the validity and enforceability of any agreement, lease deed, contract, etc. executed by the CD with various parties, authorities, companies, etc. save and except the provisions and scope of alterations / modifications/ amendments as also such reliefs and concessions provided to the Resolution Applicant and the CD under this Resolution Plan.

cd)To pass necessary orders / give appropriate directions for Waiver of any past liabilities irrespective whether claimed or unclaimed from any authority / land revenue authority / gram panchayat or any other revenue authority on settlement of dues as per Resolution Plan. Not prejudice to above. To give specific directions to Ministry of Corporate Affairs, Government of India, Provident Fund, Sata Tax Authorities commercial tax authorities, VAT authorities, Service Tax authority GST authority Excise Duty Authorities, Fringe Benefit Tax authorities, Wealth has thus to waive demand, interest and penal charges for past dues date of approval of plan. pertaining period upto date of approval of plan.

ce) to pass necessary orders/ give appropriate directions for complying with the past non-compliance of non-filing of returns relating to Direct Tax/ Indirect Tax and waiver of any liabilities/ penalty/ prosecution arising from non-compliance is relation to not filing return relating to Direct Tax/ Indirect Tax for period prior to date of approval of resolution plan.

cf) to pass necessary orders/ give appropriate directions for complying with the past non-compliance of non-filing of balance sheets and annual returns with the Registrar of Companies and waiver of any liabilities/ penalty/ prosecution arising from non-compliance in relation to non-filing/ delayed filing of return, under Companies Act, 2013 for period prior to date of approval of resolution plan.

cg) to pass necessary orders/ give appropriate directions so that the authorised share capital of the CD shall be increased (if required), without any further act, instrument or deed by CD.

“89. Conclusion

XXX XXX XXX

d)

It follows that the RP will not be functus officio with respect to adjudication of avoidance applications in a situation, as described hereinabove. There being a clear demarcation between the scope and nature of the CIRP and avoidance application within the scheme of the IBC, the RP can continue to pursue such applications. The method and manner of the RP‟s remuneration ought to be decided by the Adjudicating Authority itself.”