State Bank Of India vs M/s Schon Ultra Wares Private Limited

FORM II COMPLIANCE CERTIFICATE

(Under Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016)

I, Sandeep Mahajan, an insolvency professional enrolled with Indian Institute of Insolvency Professionals of ICAI and registered with the Board with registration number IBBI/IPA-001/IP-P00991/2017-2018/11631, am the resolution professional for the corporate insolvency resolution process (CIRP) of Schon Ultra Wares Private Limited.

1A. The details of the CIRP are as under:

Sl. No.	Particulars	Description
1	Name of the CD	SCHON ULTRAWARES PRIVATE LIMITED
2	Date of Initiation of CIRP	01.08.2023
3	Date of Appointment of IRP	01.08.2023
4	Date of Publication of Public Announcement	04.08.2023
5	Date of Constitution of CoC	14.09.2023
6	Date of First Meeting of CoC	20.09.2023
7	Date of Appointment of RP	06.10.2023
8	Date of Appointment of Registered Valuers	10.10.2023
9	Date of Issue of Invitation for EoI (In case of multiple issuance of EoI, please specify all such dates)	22.10.2023
10	Date of Final List of Eligible Prospective Resolution Applicants	01.12.2023
11	Date of Invitation of Resolution Plan	06.12.2023
12	Last Date of Submission of Resolution Plan	05.01.2024
13	Date of submission of Resolution Plan to the RP	13.03.2024
14	Date of placing the Resolution Plan before the CoC	25.04.2025
15	Date of Approval of Resolution Plan by CoC	15.06.2024
16	Date of Filing of Resolution Plan with Adjudicating Authority	27.06.2024

17	Date of Expiry of 180 days of CIRP	28.01.2024
18	Date of each order extending/excluding the period of CIRP on request filed by RP	26.10.2023 (exclusion of 28 days) 28.02.2024 (extension of 90 days) 29.05.2024 (extension of 60 days)
19	Date of Expiry of Extended Period of CIRP	23.07.2024
20	Fair Value	9,68,70,172
21	Liquidation value	6,63,48,967
22	Number of Meetings of CoC held	16

1B. (i) Whether Application for approval of Resolution Plan filed within 180 days of CIRP initiation - No

(ii)

Number of days beyond 180 days taken for filing application for resolution plan 151 days

(iii)

Reasons for delay- There was stay by Hon'ble NCLAT for 28 days, request from PRA to extend the time to submit the resolution plan, negotiation, evaluation and voting on the resolution plan by CoC.

2.

I hereby certify that-

(i)

the said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC/Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) and does not contravene any of the provisions of the law for the time being in force.

(ii)

the Resolution Applicant Consortium of Subodh Gupta and Shipra Gupta has submitted an affidavit pursuant to section 30(1) of the Code confirming its eligibility under section 29A of the Code to submit resolution plan. The contents of the said affidavit are in order.

(iii)

the said Resolution Plan has been approved by the CoC in accordance with the provisions of the Code and the CIRP Regulations made thereunder. The Resolution Plan has been approved by 100 % of voting share of financial creditors after considering its feasibility and viability and other requirements specified by the CIRP Regulations.

(iv)

The voting was held in the meeting of the CoC on 12th CoC meeting where all the members of the CoC were present. I sought vote of members of the CoC by present and voting per regulation 25(3).

3.

The details and documents related to the successful resolution applicant are as under:

Sl. No.	Particulars	Description
1.	Name of Successful Resolution Applicant (SRA)	Consortium of Subodh Gupta and Shipra Gupta
2.	Nature of Business of SRA	Subodh Gupta-Consultant Shipra Gupta- engaged in packaging business
3.	Relationship status of SRA with CD, if any	-
4.	Whether SRA is eligible to submit plan u/s 240A of IBC in case of MSME CD	Yes
5.	Due Diligence Certificate of the RP u/s 29A of IBC for the SRA	Yes. Professional was appointed for 29A check of all PRA and the report of the SRA is annexed.

4.

The details of CIRP, and resolution plan are as under:

Sl. No.	Particulars	Description
1.	Whether Corporate Debtor is an MSME, if so, Date of obtaining MSME registration	Yes, 27.02.2019
2.	Business of the CD)	Manufacture of ceramic tableware and other articles of a kind commonly used for domestic purposes, including ceramic statuettes and other ornamental articles

3.	Total admitted claims (Amount in Rs.)				Rs. 33,29,93,686
	Sl. No.	Description	Principal	Interest and penalty, if any		Total
	1.	Corporate Guarantee claims	-	-		-
	2.	Other than Corporate Guarantee claims	16690740	166086285		33299 3686
4.	Resolution Plan Value (including insolvency resolution process cost, infusion of funds etc) (In the case of real estate CDs, provide the monetary value of flats etc. given to allottees)				Rs. 8,19,50,000
5.	Voting percentage (%) of CoC in favour of Resolution Plan				100%

5.

Details of implementation of resolution plan:

Sl. No.	Particulars	Description
1.	Amount of Performance Guarantee furnished by SRA (in Rs.) and its validity	Rs. 63,42,500, 17.06.2026
2.	Source of funds (in brief)	Provided HDFC bank statement for Subodh Gupta - showing cash balance of over Rs 78lacs. This is their own funds via sale of equities for the purpose of Performance Bank Guarantee/ remaining deposit to be used towards meeting 15% obligation. 2. Equity investments which are completely

		liquid in Subodh worth over Rs 3.3crs and Loan Sanction for Rs 5crs from Bajaj Finance for 15 years.
3.	Capital restructuring and management of CD post approval of resolution plan (in brief including shareholding proposed to be transferred in favour of SRA)	Clause 11, Clause 5.1 and Clause 13
4.	Term and implementation of plan (in brief)	Clause 11 & 13 of the Resolution Plan.
5.	Details of monitoring committee (in brief)	The RA has proposed that the Implementation Agency shall comprise of the following: a) 1 (one) representative of the assenting financial creditor (to be decided by CoC). b) 1 (one) representative nominated by the Resolution Applicant. c) 1 (one) representative nominated unanimously by the assenting financial creditors and the Resolution Applicant. The Resolution Applicant agrees to appoint the Resolution Professional as the monitoring professional at a fee of INR 1.25 lakh per month from Effective Date till the closing date, which shall be paid by the Resolution Applicant
6.	Effective date of resolution plan implementation	Date of approval of Resolution Plan by Hon'ble NCLT

6.

The list of financial creditors of the CD being members of the CoC and distribution of voting share among them is as under:

Sl. No.	Name of Creditor	Voting Share (%)	Voting for Resolution Plan (Voted for / Dissented /

			Abstained)
1	State Bank of India	100	Voted For

7A. Realisable amount:

Sl. No.	Particulars	Description
1.	Total Realisable amount under the plan (In case of real estate CDs, provide the monetary value of flats etc. given to allottees)	7,89,50,000
2.	Fair Value	9,68,70,172
3.	Liquidation Value	6,63,48,967
4.	Percentage (%) of realisable amount to Fair Value	81.5%
5.	Percentage (%) of realisable amount to Liquidation Value	119%
6.	Percentage (%) of realisable amount to Principal amount	44%
7.	Percentage (%) of realisable amount to Total admitted claims	23%
8.	Percentage (%) of realisable amount to Other than admitted Corporate Guarantee claims	-

7B. Details of Realisable amount:

(Amount In Rupees)

Stakeholder Type	Amount(s)				Payment schedule
	Amount Claimed	Amount Admitted	Realisable amount under the plan	Amount realizable in plan to amount claimed (%)
Secured Financial Creditors - Creditors not having a right to vote under sub-section (2) of section 21 - Dissenting - Assenting	33,06,66,109	33,06,66,109	78550000	23.7%	Within 60 days
Unsecured Financial	0	0		0	0

Creditors -Creditors not having a right to vote under sub-section (2) of section 21 - Dissenting - Assenting
Operational Creditors
(i) Government	773729	773729	0	0	0
(ii) Workmen - PF dues - Other dues	397189	397189	397189	100	Within 60 days
(iii) Employees - PF dues - Other dues
(iv) Other Operational creditors	16,56,529	11,56,660	0	0	0
Other Debts and Dues
Shareholders
Total	33,34,93,556	332993697	7,89,47,189	23.6%

8.

The time frame proposed for obtaining relevant approvals is as under:

Sl. No.	Nature of Approval	Name of applicable law	Name of Authority who will grant Approval	When to be obtained
1	Approval of Resolution Plan	IBC, 2016	Hon'ble NCLT, Delhi	As per Adjudicating Authority.
2	Necessary Statutory approvals	As applicable	As applicable	Within 1 year of Approval from Adjudicating Authority as per Section 31(4) of the Code.

9.

Steps to be taken by the concerned parties post approval of resolution plan by AA:

Next Step(s)	Name of Party	Timeline
Clause 11 of the Resolution Plan

10.

Details of Income Tax losses carry forward under Section 79(2)(c) of Income Tax Act, 1961, if any. No details provided by SBOD

11.

Amount of Regulatory fee payable (0.25%) to the Board under Regulation 31A Rs. 1,97,375 (as per resolution plan which may differ on approval from Hon'ble NCLT) and affidavit to the said effect is submitted by the SRA to the Resolution Professional.

12.

Status of Preferential, Undervalued, Fraudulent and Extortionate transactions and how these are dealt in the resolution plan, if any

Sl. No.	Type of Transaction	Amount (Rs.)	Date of Filing with Adjudicating Authority	Date of Order of the Adjudicating Authority	Brief of the Order	How it is dealt in resolution plan
1	Preferential transactions u/s 43	30,00,000	24.04.2024	Pending	NA
2	Undervalued transactions u/s 45	-	-	-	-	-
3	Extortionate credit transactions u/s 50	-	-	-	-	-
4	Fraudulent transactions u/s 66	6,44,00,000	24.04.2024	Pending	NA
5.	Combination of PUFE transactions	-	-	-	-	-
	Total	6,74,00,000

13.

If resolution plan submitted by suspended director/ promoter of CD, any PUFE applications against the suspended directors are pending, if so the details of the same. NA

14.

Details of other IAs pending against the Corporate Debtor:

Filing No.	Date of Application	Applicant (s) name	Respondent (s) name	Amount Involved, if any	Issue involved (in brief)

07101020965 82024	14-11-2024	Jaipur Vidyut Vitran Nigam Limited	M/S Schon Ultrawares Pvt. Ltd	Rs. 85,47,770	Condonation of Claim
07101020912 52024	21-10-2024	Meena Juneja Suspended Director M/S Schon Ultra Wares Pvt Ltd	SCHON ULTRAWAR ES PRIVATE LIMITED		Objection to the Resolution Plan by Ms. Meena Juneja
07101020548 42024	27-06-2024	Sandeep Mahajan Resolution Professional			Approval of Resolution Plan
07101020354 22024	24-04-2024	Sandeep Mahajan Resolution Professional	Sunij Kumar Juneja Member Of Board Directors Of Schon Ultrawares Private Limited	6,44,00,000	Application u/s 66 of IBC,2016
07101020354 32024	24-04-2024	Sandeep Mahajan Resolution Professional	Sunij Kumar Juneja Member Of Board Directors Of Schon Ultrawares Private Limited	30,00,000	Application u/s 43 of IBC,2016

15.

Other compliances

a. The committee has approved a plan providing for contribution under regulation 39B as b. under:

(i)

Estimated liquidation cost: Rs NIL

(ii)

Estimated liquid assets available: Rs NIL

(iii)

Contributions required to be made: Rs NIL

(iv)

Financial creditor wise contribution is as under:

Sl. No.	Name of financial creditor	Amount to be contributed (Rs.)
1	State Bank of India	NIL

The CoC members were of the view to not to place any plan for contribution under regulation 39B at this stage and can be placed in the first SCC meeting if Resolution Plan not approved by the Hon'ble NCLT

c. The committee has recommended under regulation 39C as under:

- (i) Sale of corporate debtor as a going concern: - - (ii) Sale of business of corporate debtor as a going concern: -

The CoC members were of the view to not to place any recommendation under regulation 39C at this stage and can be placed if Resolution Plan not approved by the Hon'ble NCLT, in the first SCC meeting.

d. The committee has fixed, in consultation with the resolution professional, the fee payable [Amount in Rs...] to the liquidator during the liquidation period under regulation 39D. The CoC members were of the view to not to fix the fee payable to the liquidator during the liquidation period under regulation 39D at this stage and can be placed before the SSC in its first meeting if Resolution Plan not approved by the Hon'ble NCLT

16.

Whether Resolution Plan is subject to any contingency/condition - NO.

17.

The Resolution Plan has been filed 331 days after the commencement of CIRP (in terms of Section 12 of the Code).

Declaration

I Sandeep Mahajan hereby certify that that the contents of this certificate are true and correct to the best of my knowledge and belief, and nothing material has been concealed therefrom.

Name of the Resolution Professional: Sandeep Mahajan

IP Registration No: IBBI/IPA-001/IP-P00991/2017-2018/11631

Address as registered with the Board: C2/288, Janak Puri, New Delhi -110058

Email id as registered with the Board:

sandeep@[email protected]

Date: 22.07.2025

Place: Delhi

Annexure

Declarations with respect to compliances of provisions under Code and Regulations

I Sandeep Mahajan hereby certify that-

(i)

the said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code 2016 (Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) including the provisions and Regulations as per the table below:

Section of the Code/ Regulation No.	Requirement with respect to Resolution Plan	Compliance (Y/N)	Relevant clause of resolution plan
Section 25(2)(h)	The Resolution Applicant meets the criteria approved by the CoC having regard to the complexity and scale of operations of business of the CD	Yes	At the time of EOI
Section 29A	The Resolution Applicant is eligible to submit resolution plan as per final list of Resolution Professional or Order, if any, of the Adjudicating Authority	Yes	Appendix-10
Section 30(1)	The Resolution Applicant has submitted an affidavit stating that it is eligible as per Code	Yes	Appendix-10
Section 30(2)	The Resolution Plan- (a)provides for the payment of insolvency resolution process costs (b)provides for the payment to the operational creditors (c)provides for payment to the financial creditors who did not vote in favour of the resolution plan (d)provides for the management of the affairs of the corporate debtor (e)provides for the implementation and supervision of the resolution plan (f)does not contravene any of the	Yes Yes Yes Yes Yes Yes No	Clause 5.2 Clause 5.4.3 and clarification by Addendum Clause 5.3.2 and clarification by Addendum Clause 11 & 13 Clause 11 & 13 Clause 17(vi)

	provisions of the law for the time being in force
Section 30(4)	The Resolution Plan (a)is feasible and viable, according to the CoC (b)has been approved by the CoC with 66% voting share	Yes	Yes
Section 31(1)	The Resolution Plan has provisions for its effective implementation plan, according to the CoC	Yes	Yes
Regulation 38(1)	The amount due to the operational creditors under the resolution plan has been given priority in payment over financial creditors	Yes	Clause 5.4.3 and clarification by Addendum
Regulation 38(1A)	The resolution plan includes a statement as to how it has dealt with the interests of all stakeholders	Yes	Clause 5 and clarification by Addendum
Regulation 38(1B)	Neither the Resolution Applicant nor any of its related parties has failed to implement or contributed to the failure of implementation of any resolution plan approved under the Code. If applicable, the Resolution Applicant has submitted a statement giving details of any such non-implementation.	No	Clause 17(iii)
Regulation 38(2)	The Resolution Plan provides: (a)the term of the plan and its implementation schedule (b)for the management and control of the business of the corporate debtor during its term (c)adequate means for supervising its implementation	Yes	(a) Clause 10 and 11 and clarification by Addendum (b) Clause 11and 13 (c) Clause 11and 13
Regulation 38(3)	The resolution plan demonstrates that – (a)it addresses the cause of default (b)it is feasible and viable (c)it has provisions for its effective implementation	Yes	Clause 4 Clause 4 Clause 11 Clause 9 Clause 4

	(d)it has provisions for approvals required and the timeline for the same (e)the resolution applicant has the capability to implement the resolution plan
Regulation 39(2)	Whether the RP has filed applications in respect of transactions observed, found or determined by him?	Yes	Yes
Regulation 39(4)	Provide details of performance security received, as referred to in sub-regulation (4A) of regulation 36B)	Yes	Yes

(ii)

the resolution plan does not contravene any of the provisions of the law for the time being in force.

(iii)

that the contents of this certificate are true and correct to the best of my knowledge and belief, and nothing material has been concealed therefrom.

Name of the Resolution Professional: Sandeep Mahajan IP Registration No: IBB/IPA-001/IP-P00991/2017-2018/11631 Address as registered with the Board: C2/288, Janak Puri, New Delhi -110058 Email id as registered with the Board: sandcep@[email protected]

Date: 22.07.2025

Place: Delhi

FINDINGS OF THIS ADJUDICATING AUTHORITY

"39.

Another important aspect is that under Section 25 (2) (b) of IBC, 2016, the resolution professional is obliged to represent and act on behalf of the corporate debtor with third parties and exercise rights for the benefit of the corporate debtor in judicial, quasi-judicial and arbitration proceedings. Section 25(1) and 25(2)(b) reads as follows:

"25. Duties of resolution professional –

(1)

It shall be the duty of the resolution professional to preserve and protect the assets of the corporate debtor, including the continued business operations of the corporate debtor.

(2)

For the purposes of sub-section (1), the resolution professional shall undertake the following actions:-

(a)...

(b)

represent and act on behalf of the corporate debtor with third parties, exercise rights for the benefit of the corporate debtor in judicial, quasi-judicial and arbitration proceedings."

This shows that wherever the corporate debtor has to exercise rights in judicial, quasi-judicial proceedings, the resolution professional cannot short-circuit the same and bring a claim before NCLT taking advantage of Section 60(5).

40.

Therefore in the light of the statutory scheme as culled out from various provisions of the IBC, 2016 it is clear that wherever the corporate debtor has to exercise a right that falls outside the purview of the IBC, 2016 especially in the realm of the public law, they cannot, through the resolution professional, take a bypass and go before NCLT for the enforcement of such a right."

'35. 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 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. 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."

'38. This Regulation fleshes out Section 30(4) of the Code, making it clear that ultimately it is the commercial wisdom of the Committee of Creditors which operates to approve what is deemed by a majority of such creditors to be the best resolution plan, which is finally accepted after negotiation of its terms by such Committee with prospective resolution applicants."

'273.1. The adjudicating authority has limited jurisdiction in the matter of approval of a resolution plan, which is well-defined and circumscribed by Sections 38(2) and 31 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 Committee of Creditors. If, within its limited jurisdiction, the adjudicating authority finds any shortcoming in the resolution plan vis-a-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 the Code and exposited by this Court.' (emphasis supplied)

'102.1 That once a resolution plan is duly approved by the Adjudicating Authority under sub-section (1) of Section 31, the claims as provided in the Resolution plan shall stand frozen and will be binding on the Corporate Debtor and its employees, members, creditors, including the Central Government, any State Government or any local authority, guarantors and other 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 of a claim, which is not part of the resolution plan.

102.3

Consequently all the dues including the statutory dues owed to the Central Government, any State Government or any local 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.