Sunil Kumar Agrawal vs State Bank Of India & Ors

O R D E R

ANNEXURE - 'A'

RESOLUTION PLAN Final-SIII-16Jan

Dated 15th January, 2022

Under the provisions of the Insolvency and Bankruptcy Code, 2016

For

SYSCO INDUSTRIES LIMITED (In CIRP)

By

M/s Rathna Packaging India Private Limited

Strictly Confidential: The Resolution Plan shall not be shared with anyone other than the Resolution Professional, the Committee of Creditors and their respective advisors (subject to maintaining confidentiality by them)

TABLE OF CONTENTS

1.

Background

1.1

Corporate Insolvency Resolution Process6 1.2 The Corporate Debtor6 1.3 Shareholding Pattern7 1.4 Particulars of the Corporate Debtor7 1.5 Directors7 1.6 Operations8

2.

Compliance with IBC and the Process Memorandum 8

3.

Details of the Resolution applicant and credentials 10

3.1

Credibility of the Resolution Applicant and Connected Persons10 3.2 Turnaround story11

4.

Feasibility and Viability of the Resolution 15

4.1

Basis of Preparation15 4.2 Total Financial Outlay, source of funds and distribution16 4.3 Corporate Insolvency Resolution Process (CIRP) cost19 4.4 Employee / Workmen Claim19 4.5 Financial Creditors Claim20 4.6 Operational Creditors Claim20 4.7 Remaining debts and dues21 4.8 Present and proposed shareholding pattern23

4.9

Other terms...23 4.10 Failure to submit claims or rejected claims...25 4.11 No action by operational creditors...25 4.12 Information memorandum to prevail...26 4.13 The corporate debtor and its shareholder...26 4.14 Plan to prevail...28 4.15 Securities free of encumbrances...28 4.16 Extinguishment and waiver of claims and liabilities...29 4.17 Effect of plan post NCLT approval date...30

5.

Term of the plan and its implementation schedule...31

5.1

Term of Plan...31 5.2 Schedule for Implementation of the Plan...32 5.3 Validity Period...34

6.

Qualitative Evaluation Metrics...34

6.1

Reasonableness of Financial Projection...34 6.2 Ability to turnaround distressed companies...34

7.

Supervision of plan implementation & acquisition of management control...35

7.1

Prior to the closing date...35 7.2 On the closing date...38 7.3 On and after the closing date...39

8.

Other terms...40

9.

Conditions for implementation of the plan...41

10.

Reliefs sought...41

LIST OF ABBREVIATIONS

Term	Definition
Applicable Laws	Means, any statute, law, regulation, ordinance, rule, judgment, order, decree, clearance, approval, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Agency of India and in each case as amended or modified
Adjudicating Authority	Means the bench of the National Company Law Tribunal, Ahmedabad or any appellate authority under IBC
Board	Means the Board of Directors of the Corporate Debtor
Business Day	Means a day (not being a Saturday or Sunday or a public holiday) when banks generally are open in Karnataka/Ahmedabad/Surat for general banking business.
CEO	Chief Executive Officer
CFO	Chief Financial Officer
CIRP Commencement Date	Means date of admission of the Corporate Insolvency Resolution Process application by the Adjudicating Authority
CIR Order	The order dated (CIRP Commencement date) issued by the NCLT pursuant to which the CIR Process has been admitted against the Company
CIR Process	The corporate insolvency resolution process which has been commenced as per the provisions of the Code for the Corporate Debtor pursuant to CIR Order
CIRP Regulations	The Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, as amended.
Closing Date	300 Days from the NCLT Approval Date.
CMD	Chairman and Managing Director
CoC	Committee of Creditors; the committee of creditors of the Corporate Debtor constituted under Section 21 of the IBC
Code	Insolvency and Bankruptcy Code, 2016 and regulations issued there under, as may be amended from time to time.
Corporate Debtor /	Means Sysco Industries Limited, a company incorporated and

Company	registered under the Companies Act, 1956 having its registered office at 206, Rajhans Complex, Civil Char Rasta, Near Nirmal Children Hospital, Ring Road, Surat, Gujarat 395002.
Cr.	Crores.
Creditors	Means collectively all financial, operational and other creditors of the Company as per the Information Memorandum.
Debt	Means the total claims admitted by the RP for Financial Creditors/Operational Creditors/Workmen & Employees and other creditors of the Corporate Debtor as on (CIRP Commencement date) being Rs. 1,05,53,48,047 (Rupees One Hundred and five Crores Fifty-Three Lacs Forty-Eight Thousand and Forty-Seven Only) as set out in the updated Annexure 1 forming part of Information Memorandum.
EBIDTA	Earnings before interest, tax, depreciation and amortization.
Equity Shares	Means equity shares of the Corporate Debtor with face value of Rs.10/- (Rupees Ten) per share.
IBBI	Insolvency and Bankruptcy Board of India.
IRP Costs	Means the insolvency resolution process costs incurred during the CIR Process under the Code.
Monitoring Agency	The Committee appointed to monitor and administer the implementation of the Resolution Plan
NCLT	The Hon'ble National Company Law Tribunal, Ahmedabad Bench.
NCLT Approval Date	Shall mean the date on which the resolution plan is approved by the adjudicating authority excluding the period of litigation challenging the said approval at any judicial forum resulting in stay of the execution/implementation of the NCLT Approval.
NED	Non-Executive Director
Resolution Plan	Means the Resolution Plan submitted by the Resolution Applicant for the proposed resolution of the Company in accordance with the Code, and updated from time to time.
RBI	Reserve Bank of India
Regulatory Approvals	List of Approvals as provided in the Resolution Plan
Resolution Applicant	Resolution Applicant means M/s Rathna Packaging India Private Limited
RP	Resolution Professional being Mr. Sunil Kumar Agarwal
SEBI	Securities Exchange Board of India.
Stock Exchanges	Collectively the BSE and NSE
TDS	Tax deducted at source
Transfer Date	Means the date on which the Resolution Plan is approved by the

Adjudicating Authority

I. BACKGROUND

1.1 Corporate Insolvency Resolution Process

1.1.1

This Resolution Plan is submitted by the Resolution Applicant pursuant to an invitation by the Resolution Professional, for the insolvency resolution of the Corporate Debtor.

1.1.2

The Corporate insolvency process involving the Corporate Debtor was initiated pursuant to a petition under Section 7 of the Code, filed by State Bank of India before the NCLT, Ahmedabad Bench titled M/s SBI Vs Sysco Industries Limited [CP (IB) No.62/7/NCLT/AHM/2021]. The petition was admitted by the NCLT pursuant to an order dated 8th September 2021.

1.1.3

The NCLT had appointed Mr. Sunil Kumar Agarwal, an insolvency professional with registration number: IBBI/IPA-001/IP-P01390/2018-19/12178 as the Interim Resolution Professional. At later stage, Mr. Sunil Kumar Agarwal was confirmed by COC as Resolution Professional on 7th October 2021.

1.1.4

The RP prepared the Information Memorandum (revised / updated as on 29th November 2021) that was made available. In addition, the Resolution Professional also shared information / updates regarding the Corporate Debtor and the insolvency process.

1.2 The Corporate Debtor

1.2.1

The Corporate Debtor is a Private Limited Company incorporated in India with Corporate Identity Number L51101GJ2009PLC057954 and has its registered office at 206, Rajhans Complex, Civil Char Rasta, Near Nirmal Children Hospital, Ring Road, Surat, Gujarat 395002.

1.2.2

The Corporate Debtor was incorporated on 01^st September 2009. Its authorized share capital is Rs.8,50,00,000/- and the issued & paid-up share capital is Rs. 7,95,37,000/-

1.3 Shareholding pattern

The Promoters and Promoters Group holds -53,58,900 of Equity Shares of face value of Rs.10 each constituting 67.38% of the paid-up equity share capital of the Corporate Debtor. (As per the latest summary filed by CD)

As per Audited Financials for FY 2018-19, Authorised Share Capital is 85,00,000 numbers each Rs.10/- amounting Rs.8,50,00,000/-, Issued, Subscribed and Fully Paid up 79,53,700 number @ Rs.10/- each amounting to Rs.7,95,37,000/-

1.4 Particulars of the Corporate Debtor

On the basis of information provided by the Resolution Professional and the due diligence carried out by the Resolution Applicant, the addresses of the Registered Office of the CD is 206, Rajhans Complex, Civil Char Rasta, Near Nirmal Children Hospital, Ring Road, Surat, Gujarat 395002.

1.5 Directors

The particulars of the directors of the Corporate Debtor as per the information provided by the Resolution Professional and the due diligence carried out by the Resolution Applicant are set-out below. Pursuant to Sections 17 and 23 of the Code, the powers of the Board of Directors of the Corporate Debtor are suspended with effect from the Insolvency Commencement Date.

	Name of the Director	Designation
1.	Sidharth Bharatbhusan Jain	Director
2.	Saurabh B Jain	Director
3.	Bharatbhusan Jain	Director

1.6 Operations:

The Corporate Debtor has been incurring losses for past several years and has been unable to meet its obligations towards its creditors including employee salaries and workmen wages due to lack of Working capital. High labour and employees cost and inefficient running of operations leading to the present situation.

2. COMPLIANCE WITH IBC AND THE PROCESS MEMORANDUM

2.1

In accordance with Section 30 (2) of the IBC and Regulation 38 of the CIRP Regulations, the Resolution Plan includes the following mandatory contents:

Section 30(2) of IBC:

(a)

provides for the payment of insolvency resolution process costs in a manner specified by the Board in priority to the payment of other debts of the corporate debtor as set out in para 4.2.3;

(b)

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

(i)

the amount to be paid to such creditors in the event of a liquidation of the corporate debtor under section 53; or

(ii)

the amount that would have been paid to such creditors, if the amount to be distributed under the resolution plan had been distributed in accordance with the order of priority in sub-section (1) of section 53. whichever is higher as set out in para 4.2.3; and. provides for the payment of debts of financial creditors, who do not vote in favour of the resolution plan, in such manner as may be specified by the Board, which shall not be less than the amount to be paid to such creditors in accordance with sub-section (1) of section 53 in the event of a liquidation of the corporate debtor as set out in para 4.2.3;

- (c) provides for the management of the affairs of the Corporate debtor after approval of the resolution plan as set out in para 7; - (d) provides for the implementation and supervision of the resolution plan as set out under para 7; - (e) does not contravene any of the provisions of the law for the time being in force. It is clarified that, if any approval of shareholders is required under the Companies Act, 2013(18 of 2013) or any other law for the time being in force for the implementation of actions under the resolution plan, such approval shall be deemed to have been given and it shall not be a contravention of that Act or law; - (f) confirms to such other requirements as may be specified by the Board.

Regulation 38 of CIRP Regulations:

(1)

The amount payable under the resolution plan -

(a)

to the operational creditors shall be paid in priority over the financial creditors as set out in para 4.2.3;

(b)

to the financial creditors, who have a right to vote under sub-section (2) of section 21 and did not vote in favour of the resolution plan, shall be paid in priority over financial creditors who voted in favour of the plan as set out in para 4.2.3;

(1A) The resolution plan includes a statement as to how it has dealt with the interests of all stakeholders, including financial creditors and operational creditors, of the corporate debtor as set out in para 4.18.

(2)

The plan provides for:

(a)

the term of the plan and its implementation schedule as set out in para 5;

(b)

the management and control of the business of the corporate debtor during its term as set out in para 7; and

(c)

adequate means for supervising its implementation as set out in para 7.

(3)

The plan demonstrates that

(a)

the cause of default has been addressed

(b)

it is feasible and viable

(c)

it has provisions for its effective implementation

(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.

RA has provided undertaking u/s 29A r/w Sec 30 (1) to show its eligibility. The same has been attached along with plan. Also RP has obtained third party certificate of 29A eligibility.

RA undertakes that Resolution Plan is not contravene any law provisions as per section 30(2)(e).

RA confirms that neither RA nor its related party has failed to implement/contribute to failure of other resolution plan approved by AA at any time in past in line with Regulation 38(1B).

RA Undertakes that every information and records provided in connection with or in the Resolution Plan is true and correct and discovery of any false information and record at any time will render the applicant ineligible, forfeit any refundable deposit and attract penal action under the IB Code.

3. DETAILS OF THE RESOLUTION APPLICANT AND CREDENTIALS

3.1 Credibility of the Resolution Applicant and Connected Persons

3.1.1

The Resolution Applicant is M/s Rathna Packaging India Private Limited (RPL), is promoted by Mr. Bodugu Sudhakar. Mrs. Bodugu Geetha and Mr. Eaduguri Raghunatha Reddy are Directors of the company. It was incorporated on December 30, 2005 (CIN: U21022KA2005PTC038098) and its registered office address is No. 19, 15th Cross, 15th Main, 4th Sector HSR Layout Bangalore KA 560102. Mr. Gurulinga Swamy Ashik is a Company secretary of the company.

3.1.2

Rathna Packaging India Pvt.Ltd. is a private limited company registered with Registrar of companies at Bangalore. Its authorized capital is of about Rs. 20.00 Crore and it is involved in manufacture of flexible packaging materials. RPL produces a wide range of custom designed film, laminate structures, self-adhesive BOPP tapes, shrink sleeves for jars & bottles, multilayer film for milk and oil packaging. In-house manufacturing of polyethylene film at Rathna Packaging is yet another value add. The company is excelling since 2005 till date growing at fast pace and will continue for next couple of years with new projects in pipe line and in plan.

3.1.3

Directors are having experience of more than 25 years in variety of industries including the manufacture, supplier, trader, wholesaler, retailer and exporter of Packaging Laminates, Packaging Tapes, Surface Protection Tapes, Double Sided Tapes, Aluminium Tapes, Packaging Films and other polythene allied products and associated activities with intention to diversify in various activities. The company is cash rich enough to meet the initial requirement of funds, Balance will go for Loan.

3.1.4

The financial statement for the last 3 years viz., FY 2018-19 (Audited), 2019-20 (Audited) and 2020-21 (Audited) are attached. As on March 31, 2021 as per Audited Financials, the net worth of Resolution Applicant is Rs.58.81 crores.

3.2 TURNAROUND STORY – RATHNA PACKAGING INDIA PVT LTD (RPL)

3.2.1

RPL Group is a leading business conglomerate recognized for diverse businesses - As - One Group - One Brand - RPL. Headquartered in Bengaluru, India, since 2005, the company with a proud heritage and conviction to perceive and achieve, has transitioned from a family-run concern to a hugely distinguished multi-interest global establishment it is today. Following are the group companies

- Rathna Packaging India Private Limited - Rathna biotech private limited

Strategically located in Hosur - Tamilnadu, gives RPL a unique advantage of being equidistant to all major manufacturing hubs, industrial townships and major seaports in Southern India. RPL strive to continuously upgrade with the best of infrastructure, technology and talent available in the market.

Their mission is to provide consistent, high quality packaging materials to the customer through continuous improvement of people, processes and the environment.

Having taken over as Managing Director in the year 2005, Mr. Bodugu Sudhakar, a great visionary, with his passion, grit and zeal, and his unwavering focus on standards and commitment, a B.tech Polymer Graduate started his business of packaging unit in year 1998 in the name of Asian Packaging. Later, he started a company in the name of Rathna packaging India Private limited. From the outset, the company started with the objective of providing the best quality and commitment for the customer satisfaction. Customer satisfaction drives all our actions and strive to establish RPL as a brand synonymous with trust. He transformed RPL which is today a name to reckon with in processing as well as exports of packaging products.

With several expansions in horizon, RPL is positioned to become the 'One-Stop Destination for all Packaging Needs.

Summary of Competitive advantages of the RA

a. Strong banking track record.

b. Low Gearing

c. High net-worth business

d. Established business and Long experience of the Resolution applicant

Major Customer List

1)

ITC LTD

2)

HERSHEY

3)

BRITANNIA INDUSTRIES

4)

TVS MOTOR COMPANY LTD

5)

PARLE LTD

6)

ADITYA BIRLA LTD

7)

ASHOK LEYLAND

8)

FLIPKART

9)

AMAZON

10)

HUL

Printing Technology

- Expert Make - High speed ELS (ELECTRONIC LINE SHAFT) printing machine with web length of 1300mm at maximum speed of 350 mpm with 8 color print station and auto splicing & auto registration. - Expert Make - High speed printing machine with web length of 1100 mm at maximum speed of 200 mpm with 8 color print station with auto splicing and auto registration. - Uflex Make - High speed printing machine with web length of 1100 mm at a maximum speed of 250mpm. with 8 colour print station, with auto splicing and auto registration. - Fadia Make - With 8 and 6 color print station and web length of 1000 and 1050 mm with speed upto 160 mpm for surface printing jobs

Courier Bag Machine Technology

Courier bags are the flexible pouches which will protect the visibility of the packed products from outside. These are produced by processing of LDPE Resins & Master batches in Multi layer blown film extrusion. Generally these pouches are made of black & white for both the sides respectively with printed/unprinted, in order to meet the individual requirements of the customer. Also Courier bags contains hot melt adhesive with release liner for instant packing of the product.

INTANGIBILITY AND MAINTENANCE OF THE RESOLUTION PLAN

4.1 Basis of preparation

4.1.1

The preparation of the Resolution Plan is based on the revised Information Memorandum and the data provided as on 29th November 2021 regarding the Corporate Debtor. If, at any time after submission of this Resolution Plan, should the information on the basis of which this Resolution Plan has been prepared, changes or new information becomes available, specifically regarding the amount of verified claim of the financial creditors / operational creditors or if there is a material adverse change i.e. shall there have occurred any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, the business, operations, assets, liabilities, conditions (whether financial, trading or otherwise), prospects or operating results of the Corporate Debtor, the Resolution Applicant shall have the right to approach the NCLT for appropriate relief.

4.1.2

Based on the information provided by the Resolution Professional, we understand that the claims are as under:

i)

The total Outstanding Financial Debt of the Corporate Debtor admitted by the Resolution Professional towards its Financial Creditors is Rs.1,02,76,95,608/- (Rupees One-hundred-two crore Seventy-Six Lakhs Ninety-Five thousand Six hundred and Eight only); Further, from the above amount Rs. 1,02,27,24,421 (Rupees One Hundred Two Crores Twenty-Seven Lakhs Twenty-four Thousand Four hundred twenty-one) belongs to Secured Financial Creditors.

ii) The total Outstanding Operational Debt of the Corporate Debtor admitted by the Resolution Professional towards its Workmen and Employees and Operational Creditors as set out in the Information Memorandum is detailed below:

a)

Rs. 5,31,000 towards employees and workmen and;

iii) Rs. 2,71,21,440 (Rupees Two crores Seventy-One Lacs Twenty-One Thousand Four hundred and forty only) towards operational creditors (other than employees and workmen); no claim received to admit towards claims of Government Authorities. The total outstanding debt (other than financial and operational creditors) of the Corporate Debtor admitted by the Resolution Professional is NIL as set out in the Information Memorandum.

4.2 Total Financial Outlay, Source of funds and distribution:

4.2.1

The total financial outlay proposed in the plan for settlement of the claims of Resolution Debt under the CIRP is Rs.17.00 Crore (Rupees Seventeen Crores Only) which includes estimated Rs. 27.00 Lakhs for CIRP Costs. In case, however, if there shall be any deviation in CIRP costs, shortfall shall be arranged by RA additionally. Apart from the above amount, the Resolution Applicant shall infuse / arrange for the necessary funds of approximately Rs. 10.00 Cr. from a combination of internal resources as well as debt to be taken towards the upgradation of the Equipment, and fresh working capital to be deployed for the efficient running of the operations. The resolution applicant also wishes to monetize the noncore assets available in form of scrapping of the old Equipment, which shall be utilized for the capex/working capital requirements for the running of the unit as outlined above. In such case money realised shall be settled against payables to stakeholders directly. Thereby, the Resolution Applicant undertake to bring a total of Rs.17,00,00,000 (Rupees Seventeen Crores) out of which Rs. 4.00 crores shall be infused upfront and the balance Rs.13.00 crore after the date of transfer as stated in payment schedule through debt.

4.2.2

The sources of funds envisaged for the total financial outlay excluding further capital expenditure and working capital for running the factory post acquisition that is additional Rs. 10.00 Cr. budgeted is as under:

Sources	Amount (Rs.Crore)	Remarks
Resolution Applicant	Approx. 24% (upfront) Rs. 4.00 Crores	RPL will infuse from its own funds (the amount will be raised out of the liquid assets of the resolution applicant and the shortfall, if any, will be brought in by way of loans from shareholders / directors of the resolution applicant). The same shall be called as 'First Payment' to be made within and not later than 30 days from approval of resolution plan from Adjudicating Authority.
Debt from bank	Rs. 6.60 Crores	Within and not later than 180 Days from the date of approval of resolution plan from Adjudicating Authority. The same shall be called as 'Second Payment'
Debt from bank	Rs. 6.40 Crores	Within and not later than 300 Days from the date of approval of resolution plan from

		Adjudicating Authority. The same shall be called as 'Third Payment'
Total	100.00%- Rs. 17.00 Crores	This excludes capital expenditure and working capital requirement of approx. Rs. 10.00 Cr. post-acquisition which will also be sourced from combination of debt and internal accruals.

4.2.3

The distribution for the financial outlay of Rs.17.00 Crores (excluding additional Rs. 10.00 Crores towards the working capital / improvement of the operations and Capital Expenditure) is set out below:

Sl No.	Particulars	Amount (Rs.Crore)
1	Estimated CIRP Cost* (Additional if any, shall also be paid by RA.) This shall be settled out of first payment by RA.	0.27
2	Secured Financial Creditors @ 16 % (approx.) of accepted claims. This shall be settled as per payment schedule)	16.36
3	To the Employee and Workmen (This shall be settled out of first payment by RA.)	0.05
4	To the Operational Creditors (This shall be settled out of first payment )	0.27
5	Towards unpaid Statutory Dues i.e., PF/IT/Service tax/VAT/Gratuity etc	0.00
6	Payment to the Unsecured financial creditors (10% of admitted claims of Rs. 49.72 Lakhs). This shall be settled out of first payment)	0.05
7	Payment to other than operational and financial creditors	0.00

	(other than related parties claims) (It is presumed that the liquidation value payable to them is Nil)
Total		17.00

*Net CIRP Cost if exceeds estimation of Rs. 27.00 Lakhs, it shall be also be brought in by RA separately and in addition to above.

4.3 Corporate Insolvency Resolution Process (CIRP) cost

4.3.1

On the NCLT approval date, the Resolution Professional shall provide a statement containing details of the CIRP Costs to the Resolution Applicant, and the same shall be treated as acquisition cost of acquiring the Corporate Debtor as a going concern. The CIRP Costs shall be settled first by the RA, as per the details shared by the RP, an amount of CIRP cost (excluding future budgeted, if any) is Rs. 0.27 Crores. Net CIRP Cost, if exceeds, estimation of Rs. 0.27 Crores, it shall also be brought in by RA separately and in addition to total financial outlay of Rs. 17.00 Crores. However, in case, it is less than Rs. 0.27 Cr., savings shall go to stakeholders/ secured financial creditors.

4.4 Employee/ Workmen Claim

4.4.1

As per the IM dated 29.11.2021, and claim register as shared by the RP, the total Employee / Workmen Claims is Rs. 5,31,000 and the claim admitted by RP is of the same amount. RA proposes 100% payment of the admitted claim subject to eligibility as per Section 53 of IBC 2016.

4.5 Financial Creditors Claim

4.5.1

As per the IM dated 29.11.2021, the total financial creditors claim is Rs.1,02,76,95,608/- (Rupees One Hundred and Two crore Seventy-Six lakhs Ninety-Five thousand Six hundred and Eight only). The claim admitted by the RP is of Rs. 1,02,76,95,608/-. The resolution plan envisages payment of 16% (approx.) of Secured Financial Creditor's claim admitted by RP (Excluding claim from Related Party) i.e., 16%(Approx.) of Rs. 1.02,27,24,421 to the Secured Financial Creditor Rs. 16.36 Crores. A total amount Rs. 16.36 Crores will be paid to the secured financial creditors. 10% payment is envisaged towards the Unsecured Financial Creditor's claims of Rs. 49.71 Lakhs admitted by RP. RA will settle the CIRP cost first as stated in the IM and after settling the same and others, amount will be paid to Secured Financial Creditors.

4.6 Operational Creditors / Other Creditors Claim

4.6.1

As per the revised IM dated 29.11.2021, the operational creditors (other than workmen and employees and government) have submitted claim of Rs. 2.71 crores and the claim admitted by the RP is Rs.2.71 crores. The resolution plan envisages payment of (10%) of admitted claims to the operational creditors of Rs. 2.71 Crores (other than workmen and employees). No payment is envisaged towards the related parties claim admitted by RP in case, if any. 4.6.2 As per the IM dated 29.11.2021 and audited Financials of the Corporate Debtor as on (31^{\text{st}}) March 2019, there are no known statutory dues (as of CIRP date also no claim is submitted) under duties and taxes payable by the Corporate Debtor. The resolution plan envisages NIL payment of such dues towards such Statutory Dues as also mentioned in IM. . No other liabilities shall be paid other than specifically mentioned in the plan. 4.6.3 As per the IM dated 29.11.2021, the operational creditors (government) have not submitted any claim. We as resolution applicant plan full eligible payment of the claim as to be admitted by RP of ESIC and EPFO, if any, in future. No payment is envisaged towards the related parties claim admitted by RP in this case. 4.6.4 As per the IM dated 29.11.2021, the other creditors other than Financial Creditors/Operational Creditors/Employees and workmen, have not submitted any claim. The resolution plan envisages NIL payment to these "other creditors".

4.6.5

This Resolution Plan assumes that no additional liability has accrued towards Operational Creditors other than those incurred in normal operations, between the Insolvency Commencement Date and the Closing Date, and all such liabilities have been settled by the Resolution Professional operating the Corporate Debtor.

4.7 Remaining debts and dues

4.7.1

Any remaining claims or debts or other dues from the Corporate Debtor to any person for the period prior to the Closing Date, that is not expressly provided for in this Resolution Plan, including in relation to any Corporate guarantees issued by the Corporate Debtor, or any claims from third parties relating to any contract entered into by the Corporate Debtor including damages on account of termination of such contracts pursuant to this Resolution Plan, claims, of any nature whatsoever, from employees and workmen or claims which are in the nature of recovery, disgorgement, penalty, fees or recoupment of loss, for which payments are not contemplated in this Resolution Plan shall be deemed to have been extinguished upon approval of this Resolution Plan by the NCLT, without any liability whatsoever on the Corporate Debtor. Corporate Debtor shall have a right to review and terminate any contract that was entered into prior to the date of acceptance of Resolution.

4.7.2

Consequent to resolution of the Corporate Debtor as a going concern, all the claims or demands made by, or liabilities or obligations owned or payable to any actual or potential creditors of the Corporate Debtor including the Government Dues (including but not limited to liabilities, interest and penalties, duties, etc. on account of income-tax, tax deduction at source, tax collection at source, GST, custom duty, Excise, value added tax, Service tax, wealth tax, cess, DGFT dues, Power dues, Pollution control Board, Inspector factories, etc.) whether direct or indirect, whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallized, known or unknown, secured or unsecured, disputed or undisputed in relation to any period prior to payment of the Sale Consideration and consequent sale of the Corporate Debtor shall stand permanently extinguished.

4.8 Present and Proposed shareholding pattern

Steps envisaged in achieving the above shareholding pattern:

4.9 Other terms

4.9.1 Treatment of Contingent Liabilities

4.9.2 Treatment of claims under Applicable Laws (including Taxes)

4.10 Failure to Submit Claims or Rejected Claims

4.11 No action by Operational Creditors

4.12 Information Memorandum to Prevail

4.13 The Corporate Debtor and its Shareholders

4.13.1 The Corporate Debtor

4.13.2 Existing Promoter and Promoter Group

4.13.4 Liabilities in relation to the Existing Promoter Group

4.14 Plan to Prevail

4.15 Securities free of encumbrances

4.16 Extinguishment and Waiver of Claims & Liabilities

4.17 Effect of Plan post NCLT Approval Date

5 TERM OF THE PLAN AND ITS IMPLEMENTATION SCHEDULE

5.1. Term of the Plan

5.2 Schedule for Implementation of the Plan

5.3. Validity Period

6. QUALITATIVE EVALUATION METRICS

6.1 Reasonableness of Financial Projections

6.2.1. Reconstitution of Board of Directors and management of the Corporate Debtor

6.2.2. Key elements of the turnaround plan to be implemented

(i) Market Analysis

(ii) Manufacturing

(iii) Technology Upgradation

(iv) Financial Controls

(v) Human resources and management

7. SUPERVISION OF PLAN IMPLEMENTATION & ACQUISITION OF MANAGEMENT CONTROL

7.1 Prior to the Closing Date

i)

The costs incurred in continuing the business of the Corporate Debtor during such period of 300 days, shall be arranged from internal accruals of business and in case accruals are not sufficient, RA will fund in addition to infusion of fund and payment thereof to FC, as already committed in the plan."

j)

If so, required by the Monitoring Committee, the Existing Promoter Group and the current management team of the Corporate Debtor will undertake all such actions and shall do all such acts, deeds and things as may be necessary to implement the Plan (including executing any and all documents as may be required for the purposes of implementation of the Plan).

7.2 On the closing date

7.2.1

The Board of Directors of the Corporate Debtor shall be re-constituted in the manner determined by the Resolution Applicant, in accordance with Applicable Law. All powers of the Board of Directors of the Corporate Debtor under Applicable Law, shall be restored, and the Board of Directors shall be entitled to exercise all powers of Board of Directors under Applicable Law, including under Section 179 of the Companies Act, 2013.

7.2.2

The entire management team (including key managerial personnel) of the Corporate Debtor shall be reconstituted in the manner determined by the Resolution Applicant.

7.2.3

The statutory auditor of the Corporate Debtor shall be deemed to have vacated its office, and, a person nominated by the Resolution Applicant, shall be designated and appointed as the statutory auditor of the Corporate Debtor on the same day when the existing statutory auditors deemed to have vacated the office.

7.2.4

All powers of attorney and / or other corporate authorizations or mandates issued by the Corporate Debtor to any person to enable such person to carry out various functions o[ ^{the Corporate} Debtor. to ^{sign and} crr'cute ^{t,arious tlocumcnts and} / or ^{represent the} Corporate I)*htor. *nrl to cprrate rh* b*ni.: rcco$rlis of thc Crrporare fJ*htor shnll st*nd revoked *,ith ilumediate etl'ect, and the re-constitutecl Boald of Directors of the C'orporate ^{Debtor shall be entitled} to ^{authorize such persons as} it ^deems fit to ^{camy out such} functions of the Corporafe Debtor. sign and execute various doenrnents and / or ltpr*srnt the Corporate Debtor, and to operate the bank accounts of the Corporate Debtor.

^7.2.5 Constitutional ^documents of ^{the Corporate} Debtor shall ^{stand amended} if ^required. in the manner determined by the Resolution Applicant. tt is proposed to change the name of the Corporate Debtor appropriately in due course of tirne.

7.j.6 Thc Corporet* Dsbrol to inilhe ^fiecfssary,' lilings anil notifieations t$ ^{rel*r,ant Governmental} Authorities in ^respect of the foregoing ^actio$s within the ^timelines prescribed under Applicable Laws. The Financial Creditors will cooperate te provide all supporting <tt-:cume*ts ^a.s ma;-be required frrr:mwking su,:h filirrgs and nr:tificatiCIus"

7.3 On and after the Closins Date

a)

'l'he Resolutiou Applieant shall hotd ^100% ot the ^{issued and} paid-up equify ^share capital of the Corporate Debtor. The Resolutiorr Applicant also confirms to hold and maintain 5lo/o or more of the equity shares and voting rights of the Corporate Debtor. with a ml'ilmum lock in period oI 2 1'ear: or the rnasinrum tenrr of ^the resolution plan rvhichever is higher. and control the management and attairs of the Corporate Debtor.

bi Ori ^{the Closirrg} flate. ^{the Resoluticn Applicnnt shsll +cquire r;cnfr+l oves'fhe} Corporate Debtor.

c)

All ^powers of ^{the Board} of ^Directors of ^{the Corporate Debtor under Applicable} Lalv. shall be ^restored. and the Board of Directors as ^{re-constituted} shall ^bc entitled to crercise all poweru of a Board oI Directors under Applicable ^[-arv. includin-s unrl*r' Su'ciitin ^I ?9 of the Conrpanies Act. l{}i

d)

On and from the Closirrg Date. the ^{uranagcnl$ut teanr} of the Corporate Debtor (includiug any key managcrial personnel) shall be rcconstituted by the Resolution Applicant in acrordance with rhis Plan.

^{E) As of the Closing Date. the auditor of the Corporate} Htor ^{shall be ds,xned to} have vacated its office, and, a person nonrinated by the Resolution Applicant shall be designated and appointed en the auditor of the Corporate Debtor subject to ratilication by Shareholders in tlre General Meeting.

fi As of ^{the Closing Date.} all ^porvers of ^{afforney and} i or ^{other corporate} authoriz-ations or mandates issued by the Corporate Debtor to any pefson to enable ^{such persorr} to cany out ^r alious iurrciious ui ^{tire Uoriiorate} Debtor. to sign ^anei execute various documents and / or reprrsent the Corpomte Debtor, and to operate the bank accounts of the Corporate Debtor shall stand rerroked witlr irnmediate effect. and the re-cnristitrded R*ard trf lJirectors o[ the Corparate Debtor shall be entitled to authorize such persors as it deems fit to carry out such t'unctions of the ^{Corporatc Debtor. sign and execute various documents and} / or ^{represent the} Corporate Debtor. and to operate the bank accounts of the Corporate Debtor.

gi ^Pursuant to thc ^tirrcgoing. the ^shareholding nf the ^{E,*risting Promorer and Prornoters' Group shareholding} will be ^{extingrrished and} shall ^cease to ^{be classified as promoters} of the ^{Corporate Debtor.} All ^{relevant applicatiorts ard} ccrtificationslnndcitakings required ^h-r* the relev'*nt stock ^exchanges for ^this purpose shall be provided by the existiug Promoter Group.

a)

It is ^presumed that the ^business of the ^Corporate Debtor ^{has been conduL-ted} on ^a going conccrn basis and in the ordinary course since the Insolvencl' Commencement Date.

b)

^{Thc EMD} i ^{Bank Guarantee Bncl any other perlbrmBncs guar$ntee that} rvill ^{be sul,rmittecl b1" rhe} Resolutitn i\pplic.:nf in ^ielatiorr t* the Phn. shrll ^{nr:r he} tbiteitcd and/or ^Lrsed towal'ds settlernerrt of, the Total Financial Outlal'. uuless any'event occlrrs that entitlcs the Corporate Debtor'/ the Financial Creditors to lbrfeit or invoke them in acco!'dance nith ttte tenns of such guaranfees and/or of the RFR?,

9.01

The ^{implementation} of the Plan is ^subject to ^satisfaction of the ^following eonditions:

a)

^NCL I ^{shall approve this Plan in aceordance with its terms;}

b)

No injunction or stay being ^granted to implcmentation of the Plan in ^accordance 'it'ith its t*rrr1s and no order being ^passed t'hich rerluires thc Resolution Applicant to pay auy amount in ^excess of the Total Finaneial Outlay with ^{respect to implemenration} of ^{the Plan. Howeve.r,} it is ^clear that ^{implementation cost during} intrrim period of 300 ^{elays ,} shall ^he qrranged from infernal accru*b o[ busiilfss rElI in ^case gc€ruab are uot sulfiei€nL RA will fund."

10.1

Regulation 37 of the IBBI (lnsolvency Resolutiou Process for Corporate ^Persons) Bemtiations.2A16 pro',.irics thai a resolnti<rn plan lhall ^p+i-r'iide l'cr the rn€asnre:. its lrlfllt' be necessarl'. t'or insolvencv resolulion of the corporate dehtor for mtrtimization of value of its assets- including but not limited to obtaininq necessaly approvals fi'om the Centlai and Statr- Goverrlments and other authorities. Accorclingl;". the Resokltion Applieant ^request all Govemnrental Authorities to grant any relict ^concession or ^{dispensation as} ma)' bc rcquirctl frlr inrplernentfltion nf nll the transactions envisugcd rrfider the Plan in aeroruiante tvith it-" t*rms ^ariet conrlitions. [n t['ris r*garil, ^r.rp(ir-r th* NCLT apFn]v;ng thr Plau. the Resolution Applicant rvill ^pursuant to the NCL-t"s order. ^{nrakc necessary} applications to ^Lhe relevant Governmental Authorities to seek such waivers arrd relief's, ^as appropriate. [n particular. antl rvithout limiting the tbregoing. the Resolution Applicant-s seek the follorving reliefs and concessions l}om tlre NCLT and trunr the other relevart Covernmental Authorities. which the Resolution Applicant leel &re required for implernenting this Plan:

a)

At ^{present Sysco is a Linrited company,} it ^{should be converted to Pr.t Ltd Company.}

b)

After ^getting NCLT ^{approval and} making initial ^Payments of ^Rs. 4.00 ^{Crores. we require to opemte/usc the premises from Day} i ^{to start the erectiou process etc. as it} will take 5 months to start the production.

c)

We ^are going for loan for ^{remaining amount.} So we ^require NOC from ^existing bankers to apply and avail for new facilities.

d)

All the ^{licenses and} pcrmits. ^{such as elcetrii:ity'.} pullutiuir suntrui, providert ^funcl, ESL shops and establishment license. trade license should continue with ^Sysco Industries Ltd. However, any prior dues. defaults. inftingements will not be appticable atteL the takeos,sr.

e)

^{Resolution applicant intends to take on board} from ^date of ^{approvel from} NCLT. ^Mr-Bodugu Sudhakar ^and Mrs, Bodugu ^Geetha will ^{be the} directors of thr compffay from the date of order of NCLT.

i"I ^Source o[ lirntls: tbr initial ^{payrnents urtcler resoluti+n plan, Rs. 4 Crorcs t'r'orn Ratlura} packaging. balance through bon'owing. For t-urther capital expenditure and working capital requirement of approxirnately Rs. t0 Cr funding shall ^be jointly tiom internal ^ace luals ^zurri 1:iritli' [i'oar tire bolrcr.r,inqs.

g)

AnyG$T ^{amotmt c&l'ry t'orrvaltl shotrld be transfbrred to} RA ^{NEW GST No.}

h)

tf ^{there are an1' ducs} to ^be paid to Elcctricity ^departnrent. liabilitl, ^should not ^be cani+d t+rtrard ^ti> us nnd rcquired Porver conncction immcetiatcl] to ftrfi thc busins.ss.

i)

^{Licenses nnd apprcr,als hEId by the Corporate l)ebtor, rvhich expire prior} to ^the Closing ^D.:rte or ivithirr ^{a per:i+ct} ol6 iSixi months thcrcafi,--" if ^any" shall ^he. ren**'ecl exlcndctl by tlre relEvanl Covemmr'ntalAuthor:ities" aud ilre Corpolate Debtor shall be pemrittcd to continue to opet"te its business and assets in fhe rutnncl'operatcd prior to submission of rhis Plan.

j)

^{The retevant Autharities wilt provide a reasonable pcriod of time after the Closing} Date (at least 6 nronths after the Closing Date) to enable the Resolution Applicant to ass€ss the status of licenses and apprrrvals required by the Corporate Deb,tor and the ^{Corporate Debtor applies} to ^procure the ^same and fbt ^{regularizing ant* non-}compliances undet the Applicable Law-existing prior to the Closing Date.

k)

All rights of ^{the Corporate Debtor and} in ^relation to ^{the Assets} not limited to ^{as spccilicd} in thc llocks of ^Accounts of the ^{Corpolate Dehlr:r, iircludfuig larid,} properties, receivables. claims and other ^a.ssets including intangibles or otherwise owned by the Corporate Debtor shall continue to vest with the Corporate Debtor, nritwithst*rrdirtg the change in *wncrship andlor ffifinrrgefirent oflthe Corporeie Debtar: without the requilement for aoy express approval or consent of any party;

l)

^{The Central Board of Direet Taxes shall grant exemption to the Corporate Debtor} from the requircment of amounts in respect of taxes being withhcld from payments nradc to the Corporate Debtor ^t"or u period of J (Onc) ycar iionr tire Ciosing llare.

rn) The Ministry of Corporate Affairs andlor the NCLT shall have grantcd their approval for holding the annual general meeting of the Corporate Debtor for the FY ended on March -\1,1{t2l fslisriing thfl erpiry of the stipulatrd ma:rimurn p+rierd for irolding $ush meeting under Applicable Larvs.

n)

With ^{respect to the proposed reconstitution} of ^{the Board of Directors} of ^{the Corporate} Debtor on and firlm the Closing Date. rhe NCLT shall direct the Mkrisrry of Corporate Atlairs and the jurisdictional registrar of compmies to take on recerd such ^appointments aud ^resignations of dilectors of the ^Corporate [)ebtor (as ^{rna,v be} identit-red by the Renolution Applicant), and all rclevant t-orms and necessary actions in this regard to aftcct sucir rectrnstitution.

o)

^I'he Ministry of ^Corporate Afthirs ^{flnd the} NCLT ^and SEBI ^shall p.:nnit ^{the Fnce} Vtirr': R,;ritrcti()rt iir,d {h* Pltlnrotcr ilnpital lieducti+n in ihe r-rftilildr ctirrtcmpiated in this Plan. by exempting conrpliance rvith tlre requirenrcnts set out in Cou-rpanics Act. 2013 (and the rules fianred thereunder) and under an,v other Applicable Laws (including an-v circulars issued by' thr SEBI in this regnrd). wit-h resgrcct tn recluctioil of share capital.

p)

^The NCLT shall permit an ^increase in the ^authorized capital of the ^Corporate Debtor and issuance of equiry sharcs to Rathna Packaging India Pvt. Ltd.-Banglore agains receipt of the Equity Subscription Amount, without the requirement of tbltowing the ^process for ^{such increase} / ^{issuance undet the Companies} Act. ^{2013 (and the rules} framed thereunder).

q)

^{'i he l)epartment} of ^{l{egistratiorr and Stanrps} of ^{t'ire reler,ant States antl the} Mirristrl- of Corporate Affairs shall cxempt the Resolution Applicant and the Corporate Debtor, from the lev;- of stamp duty and fees applicable in relation to this Plan (and all tkrqurnent* to b* exe*rt*r{ ^prrrsrrant to it. incltreling financial ^{frrr&$gements.} if *ny} ^and their implementation.

r)

^{Governmental Authorities shall grant relief, concession or dispensation as may be} reguired for implementation of the ^{transactions contemplated} under the Plan ⁱⁿ accordance w-ith its terms and conditions.

s)

^{Upon rece ipt of the approval of the NCLT under Section 30 of the lBC, the terms and provisions} of this Plan shall ^have effect" ^{notlvithstanding} anything ^ineonststent contained herein lvith tirc provisions of any' other larv for the iime being in lbrce or any other instrumenl having such effect by virtue of any lalv.

t)

^{The l.[C[,T shall cause a notiticatisn to be directed to all beneticiaries of guarantees} issrr*rt hv ^tl'rc (inlp*rate Debtor. if ^an1'. tc th* rftbct that on aad fir:m tlrc Clt:si*g flate all Liabilities of the Corporate f)ebtor with ^respect to such ^guarantees shsll ^stand extinguished and such recipients shall not thereafter be entitled to raise any claims agninst the Corporate Debtor.

u)

Notrvilhstanding the terms of the rclL"vart agrccmcnts. the NCLT shall direi.t ^that pri$l'*ililroual of'tire coirntet'pirrtles sliali noi he r*qriircd rs he uhtnin,*rj farehange in control / constitution ol the Corporale Debtor ^pursuant to thc ^tern-N of this Plan ^{and such counterpafties:} (i) ^shall uaive all ^objections i liabilities of ^{thc Corporate Debtor arisine CIut} of the ^iniliarion of ^{cor;rorate insolvencl' re$olutioil} / ^{hankrupte-v ptoceetlings involving} the ^{Corporate fJebtar, appointrnent} of the ^Resslutitrr Protbssional and in ^respect of the implementation of this Plan; (ii) shall waive ^{the rtght} to ^{suspend these agreements due} to ^{any previou+ delays} / ^{failures by thc Corporate Debtor} to ^{make pa.vments} under ^{such agrrements;} and (iii) shall ^not terminate the relevant agreemcnts or take any adverse actions against the Corporate Debtor.

r,] ^'['hc Ci]DTitloR ^shall grant ^{thc f'allorving cxcrnp'riaus} i ^{,v,v'ail-ers:} (i) il'orn appli*ability of ^Section 281 of the ^Income Tax Ast. 196l inetuding ^{obtaining no-objection} certificate from ineome tax authorities in respect of all the pending proceedings ^{and ehres} {irrc-ltr<lir'g irttercst **d penrtt"v} af the Corparate Debtar arising ^f<rr periads up ta the Closing Date (including such ^proceedings and dues tbr periods prior to ^{the Closing Date} that ^{may crystallize subsequent} to the ^{Closing Date). Fufther,} CBD'I/DoR shall restrict/ restrain from treating any transacfions contemplated in this Plan as being vsid or non-corupliant with any provisions of the lncome Tax Aet, 196l; ^and (ii) from all I'ax Liabilities ^{(including interest and pcnalty) and Tax} proceedings arising in respect of periods up to the Closing f)ate. including ^such LiabiliticV ^procccdings lirr periods up to the Closing Date that may ^{eiystallize subsequent} to the ^Closing Date in ^lespect of ^on-going ol ^{potential insonre Tax} litigations at all levels.

* i ^{Sirhje+t io ths R*sohuiorr Applicant subn'ri*ing ncc*sssry undertaking, the snhmission} of this Plan shall not in an.v nra$ne{ prejudice or al}'ect the ability of the Resolution Applicant / its affiliates to ^be a 'resolution applicant' under the LllC in respe*t of ^any other persotl or in resp*ct nf any' rilher c$,'flrlrate insoll ency resolution process trnder thc IBC.

x)

All ^agreements / ^{an'angemcnts bctween the Corpornte f)cbtor ancl thc pE'nions} cun'entl3' cl*i*ifle,J ^as prtlm$tcf ilr prt?iriilter ^gi"oui) iirrclirding ^thu-- Existing ^Promertcr Group). persons actirlg in concert lvith proruoters. holdiug ^{eompanies. subsidiary} companies. associate companies g'oup companies ^zurd / or their respective afliliates / associafes shall sfanr! ferminated. rvith no Liahili4, to fhe Corprx'ate [lebtrx'{including but not limitx{ to with regard to afiy pr'evious b'reaches). Hnwever. it is clarifred that all claims of the Corporate Debtor against such Related Parties (and all Liabilities of such Related Parties tolvards the Corporate Debtor) shall remain outstanding due ancl payable in accordance with their terms.

y)

^{The change} in ^shareholding of ^{the Corporate Debtor plrrsuaut to the Resolution Plan} shall not lead to lapre of anv brought forward ^losses of the Corporate Debtor ^{and pror,isiorrs} of ^Section 79 ril'the ^fuiconre"Iax Act. i96i ^{are not applicahle. ltier,v} Management must be permitted to avail Sec, 79 (2) (c) of lncome Tax Act benefirs.

z)

^{RA can liquidate the assets of CD rvhieh are ftot itr use in the opinion of RA lo m€et} tlre working capiral requirement.

aa) RA has proposed to acquire securities of CD free of security interest and encumbrances.

If any ^{rcliefs sought} in this ^{Resolution Plan} are ^found by ^{Hon'ble NCLT,} Ahmedahad to be invalid, illegal or unenforeerblg that provision or part-pruvision shall, to the extent required, he deemed nqt to form part of the Resqlutiou PIan, and the vatidity snd enforceabilify of the other provisiouslsections of the Resolution PIan chall not be affected.

The above relieti and waivers are ^bein_e sought by the Resolution Applicant for zuccessful implementation of thc Resolution Plaru as praye$ from the NCLT and they are ^{not pre-conditions to implementation} of ^{thc Plan.} fo ^{ciaril,r l'urtlrcr plan shall} still ^be yalid ^even if ^{an,v relietTconcessions asked} is not ^allorved. (,\

Thc resoltrtion applicant requests the resclution professional for allolving its presence in tltt: rn*ttirrg ^erf the C*rrrrriitt*.: rrlCrctlitrrrs in wlri'*h thc rusulti(i*n plun t:l'th+ itpplieant ^is considered.