MA 315 of 2019 in CP No.

1832/I&BC/MB/MAH/2017

In the National Company Law Tribunal

Mumbai Bench

MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Application Under Section 30(1) & (6) and Order under section 31 of Insolvency &
Bankruptcy Code 2016

In the matter of

IDBI Bank Ltd.

V.
EPC Constructions India Ltd.
By Mr. Abhijit Guhathakurta
…….Applicant/ Resolution Professional

Heard on 09.09.2019
Order delivered on: 25.11.2019

Coram: Hon’ble Shri M.K. Shrawat, Member (Judicial)

Hon’ble Shri Chandra Bhan Singh, Member (Technical)

For the Applicant : Advocate Pulkit Sharma a/w Mr. Akhil Mahesh, Mr. Prateek Mishra
& Mr. Rugved More i/b Luthra & Luthra Partners, for the Resolution
Professional.
Mr. Abhijit Guhathakurtha, Resolution Professional.
Sr. Counsel Mr. Gaurav Joshi a/w Advocate Archit Virmani i/b
Optimus Legal, for Resolution Applicant.

Per: M.K. Shrawat, Member (Judicial).

ORDER

1. An Application has been moved on 14.01.2019 by the Learned Resolution

Professional by invoking the Provisions of Section 30(6) of the Insolvency &
Bankruptcy Code, 2016 read with Regulation 39(4) of the Insolvency &
Bankruptcy Board of India (Insolvency Resolution Process for Corporate
Persons) 2016 for approval of a Resolution Plan submitted by Royale Partners
Investment Fund Limited (RPIFL). The Resolution Plan of RPIFL has due
approval of CoC. On receiving this Application along with Resolution Plan, an
Order is hereunder passed as prescribed U/s 31(1) of The Code.
2. The Financial Creditor IDBI Bank Ltd. had filed a Petition against the Corporate
Debtor EPC Constructions India Ltd. by invoking the Provisions of Section 7 of
The Code read with Rule 4 of the Insolvency & Bankruptcy (Application to
Adjudicating Authority) Rules 2016 on 29.12.2017.
3. After considering the merits of the case, the said Petition was admitted vide an
Order dated 20.04.2018 (CP No.1832/I&BP/NCLT/MB/2017). Mr. Abhijit
Guhathakurtha was appointed as the Interim Resolution Professional (IRP). The
Page 1 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

said IRP was confirmed as the Resolution Professional (RP) in the CoC meeting
dated 25.05.2018.
4. The Applicant submits that on 30.06.2018, the first Invitation for Expression of
Interest for submission of Resolution Plans for the Corporate Debtor was
published with addendums published on 17.08.2018 and 17.09.2018. The RP
had also created a Virtual Data Room (VDR) wherein relevant documents, data
and information in relation to Corporate Debtor were provided to Potential
Resolution Applicants. The process document for submission of Resolution
Plans was circulated to the Resolution Applicants on 04.10.2018. The Applicant
mentions that the CoC also approved the process document and evaluation
criteria for evaluating the prospective Resolution Plans in compliance with the
requirements of the Code. For evaluation of the Resolution Plan, RBSA Capital
Advisors LLP were appointed by the RP. Further, in the meeting of the CoC
held on 11.09.2018, with e-voting on 14.09.2018, the extension of CIR period
by another 90 days beyond the period of 180 days was decided to be sought from
NCLT.
5. An extension of 90 days was granted by this Bench to complete the CIRP of the
Corporate Debtor vide order dated 15.10.2018, thus extending the CIR period
till 15.01.2019. The Applicant submits that two Resolution plans were received
as on 24.11.2018, from Royal Partners Investment Fund Limited (RPIFL) and
Arcelor Mittal India Private Limited (AMIPL).
6. On 30.11.2018, the Resolution Plan of RPIFL was rejected as it failed to submit
Earnest Money Deposit of ₹5 Crore along with the Resolution Plan. Hence, the
CoC did not consider its Resolution Plan as it was considered non-responsive.
Thereafter, negotiations were initiated on the Resolution Plan of AMIPL. On
24.12.2018, the Resolution Plan of AMIPL was also considered unsatisfactory
and CoC resolved to invite afresh resolution plans from those eligible resolution
applicants who had submitted their Expression of Interests with the Applicant.
The submission date for such Resolution Plans was extended until 27.12.2018
and was further extended till 31.12.2018.
7. On 31.12.2018 the resolution plans were received from two prospective
resolution applicants namely RPIFL and AMIPL. After negotiations on the two
plans, on 10.01.2019 the resolution plan of RPIFL and AMIPL was considered
for voting. The resolution plan of RPIFL was modified and was considered for
voting by the CoC. The CoC approved with voting share of 73.17%, approved
the modified Resolution Plan of RPIFL. Thereafter, the Letter of Intent (LoI)
was issued by the RP on behalf of CoC to the RPIFL on the same day.
8. AMIPL had filed a miscellaneous application being MA No. 344 of 2019 being
aggrieved by the decision of CoC for rejecting its resolution plan. However, the
Page 2 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

said application was rejected vide order dated 15.04.2019 as the Resolution Plan
of AMIPL was rejected on merits as well as technicalities by the CoC. The
relevant extract of the order is reproduced below:
In the present case, the amendment with respect to getting approval of CCI imposes
an additional procedural obligation on the resolution applicants to furnish the
approval from CCI before furnishing the resolution plan. Therefore, we can say that
the amendment does not apply on the present CIRP proceedings. Hence, non-
furnishing of the approval from CCI is no bar for the CoC or the RP to consider a
resolution plan. Hence this objection raised by the Applicant, that RPIF did not have
a CCI approval as on the date of meeting i.e. 10.01.2019, stands rejected.

Even otherwise, assuming that the aforesaid amendment was applicable in the present
case, as on 10.01.2019 the Applicant itself did not have CCI’s approval. CCI’s
approval was furnished on 11.01.2019, a day after the resolution plan of RPIF was
approved. In that scenario, even if we assume that RPIF was ineligible to place a
resolution plan before the CoC due to not having CCI’s approval, but so was the case
of the Applicant. The current position is that the RPIF has also furnished the
necessary approval from CCI post the resolution plan was approved by the CoC.

9. It is on the basis of this order that the Resolution Plan of RPIFL stood the test of
being compliant with the procedures laid down by the I&B Code. Hence, the
Resolution Plan of AMIPL was not considered any further.
10. The Applicant states that the Resolution Applicant RPIFL has submitted its
affidavit dated 04.01.2019 confirming its eligibility to submit a Resolution Plan
for the Corporate Debtor under Section 29A of the I&B Code.
11. The Applicant has duly submitted Form H stating that the resolution plan is
compliant of the provisions of the code. The Applicant has preferred the present
application for approval of Resolution Plan by this Adjudicating Authority.
The Resolution Plan as approved by CoC is incorporated herein:

Page 3 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

RESOLUTION PLAN FOR EPC CONSTRUCTIONS INDIA

LIMITED
(“RESOLUTION PLAN”)

8 January 2019

Submitted by:
Royale Partners Investment Fund Limited

Page 4 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Contents

EXECUTIVE SUMMARY: ......................................................................................................................... 6

RESOLUTION PLAN .............................................................................................................................. 11
1. Overview......................................................................................................................................... 11
2. Liabilities and Creditors Analysis .................................................................................................... 11
3. Mandatory Contents of the Resolution Plan .................................................................................. 12
4. Overview of The Resolution Applicant: .......................................................................................... 28
5. Business plan for the Company ...................................................................................................... 30
6. Financial Proposal for the Company .............................................................................................. 32
7. Management of the Company ....................................................................................................... 33
Annexure 1: Definitions and Rules of Interpretation .......................................................................... 39
Annexure 2: Structure for Acquisition of Control over the Company by the Resolution Applicant ... 44
Annexure 3: List of contingent liabilities ............................................................................................. 52
Annexure 4: Concessions, Reliefs and Dispensations ......................................................................... 53
Annexure 5: List of Litigations ............................................................................................................. 56
Annexure 6: KYC of the Resolution Applicant ..................................................................................... 57
Annexure 7: Certificate of good standing from the bank of the Resolution Applicant ...................... 57
Annexure 8: Statement of proof of funds ........................................................................................... 57
Annexure 9: Detailed profile of the Resolution Applicant .................................................................. 57
Annexure 10: Financial Projections ..................................................................................................... 58
Annexure 11: Identified Excluded Collateral ....................................................................................... 64
Annexure 12: Scheme of Merger ........................................................................................................ 65

Page 5 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

DEFINITIONS AND INTERPRETATIONS:

In this Resolution Plan, capitalized terms defined by inclusion in quotations and/ or parenthesis shall
have the meanings so ascribed and additional capitalized terms shall have the following meanings
assigned to them in Annexure 1 hereto.

EXECUTIVE SUMMARY:

Royale Partners Investment Fund Limited established as a Category 1 Global Business Company
limited by shares under the Mauritius Companies Act 2001 and having its registered office at
C/o SGG Fund Services (Mauritius) Limited, 33, Edith Cavell Street, Port Louis 11324, Mauritius
(“RPIF” or the “Resolution Applicant”), is pleased to submit this Resolution Plan (“Resolution
Plan”) for EPC Constructions India Limited (“Company”) under the IBC, and in accordance with
the Process Document, the CIRP Regulations, subsequent discussions with and communications
received from the Resolution Professional and its advisors. The Resolution Applicant proposes
to implement the Resolution Plan in the manner described in detail in Annexure 2 of this
Resolution Plan and seeks the support of all the stakeholders of the Company in this regard.
Any action proposed to be undertaken by the Resolution Applicant for the implementation of
this Resolution Plan, will be undertaken, either directly, or indirectly through or with the
affiliates, subsidiaries or associates of the Resolution Applicant either individually or collectively
as set out in this Resolution Plan and detailed in Annexures 2 to 10 or otherwise in a manner
deemed fit. Each of such affiliates, subsidiaries or associates of the Resolution Applicant shall
be compliant with the requirements of Section 29A of the IBC.

The Resolution Plan has been proposed based on the information made available in the
Information Memorandum, the Data Room, management meetings and conference calls, site
visit and on the assumptions and other terms and conditions stated in this Resolution Plan.

This plan shall become effective and operative upon obtaining the NCLT approval and CCI
approval, whichever is later. In the event, any other approval is required for implementation
not granted or in case of change in Applicable Law or under any other material circumstances,
then notwithstanding anything contained in this Plan, but without prejudice to the financial
commitments set forth in this Plan with respect to each creditor of the Company (including the
quantum of payment or settlement to be made to such creditor and the timeline within which
the payment or settlement is to be made), the Resolution Applicant shall be entitled to revise
the acquisition structure (including, the implementation thereof) in compliance with Applicable
Law, to implement the Plan by intimating the COC, without prejudice to any timelines specified
in this Resolution Plan for payment of Total Consideration.

The Resolution Applicant has to the extent possible taken into account the interest of all the
stakeholders and therefore believes that the Resolution Plan will create a sustainable capital structure
that will enable the Company to continue as a “going concern”. Accordingly, we are very keen to work
with the stakeholders of the Company and are confident of delivering on this Resolution Plan in an
expeditious and time-bound manner after receiving necessary approvals.

Further, we believe the following factors uniquely position the Resolution Applicant in making this
Resolution Plan successful for the stakeholders:

• Availability of sufficient funds to implement the Resolution Plan

• Strategic presence and deep connect of the sponsors in UAE which will serve as an additional
market for winning new projects in future, helping in the revival of the Corporate Debtor’s
business going forward

• RPIF is strategically looking at further investments in the EPC and infrastructure sector in India.
Consolidation of all the group interests that will be acquired in due course, will be with the
objective to build synergies to further improve operational efficiencies across all businesses
including that of the Corporate Debtor.

Financial Assessment of the Company’s Operations

The Resolution Applicant has done an analysis of the current and historical operations of the Company
(on the basis of the review of the IM and the information/ documents made available in the Data Room.

Page 6 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

As part of this Resolution Plan, we intend to realign the Company’s overall debt into viable limits. The
Resolution Applicant plans to infuse an amount of INR 420 Crores in the company, by way of equity or
debt or similar instruments.
Proposal for Financial Creditors

The Resolution Applicant’s Financial Proposal is based on the statement of assets and liabilities of the
Company as set out in the provisional balance sheet of the Company as of 31 March 2018 and as
uploaded on the Data Room (“Provisional Balance Sheet”) and the list of creditors of Company as
uploaded on the Company’s website (http://www.epcc.co.in/en-us/cirp) (“List of Creditors”).

The following table summarizes the proposed offer as part of the Resolution Plan to the Financial
Creditors under the IBC:

Particulars Amount

1. Upfront Consideration An amount of INR 420,00,00,000 (Rupees Four Hundred Twenty

Crores) less payment towards (i) CIRP Costs which exceeds existing
cashflows (“Balance CIRP Costs”); and (ii) Potential Workmen’s Dues
(“Upfront Consideration”) to be paid to the Financial Creditors
within an indicative timelines of 30 Business Days.

2. Deferred Consideration INR 480,00,00,000 (Rupees Four Hundred Eighty Crores) (“Deferred
Consideration”) by way of issuance of NCDs with a cumulative
amount of even value.

Sum of Upfront Consideration and Deferred Consideration of INR

900,00,00,000 (Rupees Nine Hundred Crores) as total consideration
Total Consideration
for assignment of Admitted Debt of Financial Creditors in entirety
along with the entire Debt Collateral.

Qualitative Criteria

Parameter Remarks

Reasonableness of This Resolution Plan proposes to make Upfront Payment to the Financial
Financial Creditors as per details provided in the Financial Proposal (Section 6)
Projections
The NCDs are proposed to be redeemed in 5 years as per the financial
projections estimated by the Resolution Applicant. The financial projections
have been prepared with conservative assumptions, considering sufficient time
required to stabilize the business and gradually grow it.

Risk Assessment Risk Mitigation Measures

and Mitigation Assessment
Plan Economic Expected revival of infrastructure growth:
slowdown
impacting • India has a requirement of investments worth INR 50
EPC industry trillion in infrastructure by 2022 to have sustainable
development in the country. India is witnessing
significant interest from international investors in the
infrastructure space. Some key investments in the sector
are listed below:

▪ In June 2018, the Asian Infrastructure Investment

Bank (AIIB) has announced US$ 200 million
investment into the National Investment &
Infrastructure Fund (NIIF).

Page 7 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Parameter Remarks

▪ Private equity and venture capital (PE/VC)

investments in the infrastructure and real estate
reached US$ 3.9 billion with 29 deals during the first
half of 2018.
▪ Indian infrastructure sector witnessed 91 M&A deals
worth US$ 5.4 billion in 2017

• Government Initiatives

The Government of India is expected to invest highly in

the infrastructure sector, mainly highways, renewable
energy and urban transport. Some of the steps taken in
the recent past are being discussed hereafter:

▪ Announcements in the Union Budget 2018-19:

- Massive push to the infrastructure sector by
allocating INR 5.97 lakh crores for the sector.
- Railways received the highest ever budgetary
allocation of INR 1.48 trillion.
- INR 16,000 crores towards Sahaj Bijli Har Ghar
Yojana (Saubhagya) scheme. The scheme aims to
achieve universal household electrification in the
country.
- INR 4,200 crores to increase capacity of Green
Energy Corridor Project along with other wind and
solar power projects.
- Allocation of INR 10,000 crores to boost telecom
infrastructure.
▪ A new committee to lay down standards for metro rail
systems was approved in June 2018. As of August
2018, 22 metro rail projects are ongoing or are under
construction.
▪ INR 2.05 lakh crores will be invested in the smart cities
mission. All 100 cities have been selected as of June
2018.
▪ The Government of India is working to ensure a good
living habitat for the poor in the country and has
launched new flagship urban mission, the Pradhan
Mantri Awas Yojana (Urban). In May 2018,
construction of additional 150,000 affordable houses
was sanctioned under Pradhan Mantri Awas Yojana
(PMAY), Urban.

Given the massive investments expected by 2022 to meet

the infrastructure needs of the country, the growth of the
EPC sector is expected to revive.
High EPCCIL has been facing delays in collection of receivables for
dependency projects executed for few of its key clients, which has
on projects resulted in liquidity issues.
from Essar The Resolution Applicant proposes to:
Group and
limited • Develop capabilities in new areas having good future
exposure to potential namely nuclear power, irrigation and defense.
project
execution • Focus on sectors such as Hydrocarbons, Pipelines (Water
outside the as well as Oil & Gas), Offshore, Marine and Power, in
Group which the Corporate Debtor has core strengths and
business proven track record.

• Tie up with international technology licensors to enable

the Corporate Debtor to bid for green-field and up-
gradation the work as well as niche projects.

Page 8 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Parameter Remarks

• Strengthen vendor relations for better negotiations and

improved margins.

• Sharpen Tendering and Estimation for competitive

pricing.
Inability to As per our analysis, the Company has restricted its ability to
bid for new bid for projects outside the group companies except for a
projects few projects awarded in the recent past outside the group
other than
due to non-availability of funds and constraints in obtaining
group
company bank guarantee facilities (for meeting the requisite Earnest
projects Money Deposit).

The Resolution Applicant thereby requires an additional

Non-Fund based working capital limit of INR 400 crores
(“NFB Limits”) from the Lenders to meet the working
capital requirements of the Company in order to achieve
the desired level of operations. The Lenders shall extend
their support for providing the same or as an alternate
agree to cede priority charge to new lender (if any) which
may be inducted by the Company to extend such NFB
facilities for the aforesaid purpose to the extent of NFB
Facilities.

Plan to protect the This Resolution Plan has been designed taking into consideration the interest
interest of other of all stakeholders as detailed in Section 3 hereto.
stakeholders

Regulatory The Resolution Applicant adheres to the highest standards of corporate

Compliance governance and compliances as evidenced from the quality of annual reports,
investor presentations and other timely disclosures made by the Resolution
Applicant.

Track record of The Resolution Applicant has an impeccable track record and has no history of
debt repayment any debt defaults. A certificate of good standing from its bank is enclosed in
Annexure 7.

Financial strength The Resolution Applicant has available funds in excess of USD 300 million for its
investments. The proof of funds to the extent of USD 100 million which is
sufficient for implementation of the resolution plan is enclosed in Annexure 8.

The Resolution Applicant reiterates that the Resolution Plan outlines a consideration involving: (i)
Upfront Consideration (less payment towards (i) Balance CIRP Costs; and (ii) Potential Workmen’s Dues)
of INR 420 Crores to be paid to the Financial Creditors within 30 Business Days; and (ii) a Deferred
Consideration in the form of NCDs of a cumulative face value of INR 480 Cores which shall be repayable
within a tenure of 5 years and shall have further terms and conditions as per details given in Annexure
2; together (Deferred Consideration and Upfront Consideration referred together as “Total
Consideration.

The Resolution Applicant will bring in the aforesaid Upfront Consideration of INR 420 crores and
payment towards Admitted Workmen and Employee Dues by way of fresh funds into the Company in
the form of equity (including equity shares, preference shares, subordinated debt, quasi equity, and
convertible instruments) along with its associate companies.

The proposal for Operational Creditors and other stakeholders of the Company is detailed in Section 3
of this Resolution Plan.

Page 9 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

The Resolution Applicant proposes to completely restructure the Company’s balance sheet and focus
on operational excellence in order to create significant value for all stakeholders of the Company.

The commitments stated in this Resolution Plan are in line with the overall strategy of the Resolution
Applicant for successfully running the Company and creating value for all the stakeholders. The
Resolution Applicant is also committed to completing this transaction in an expeditious manner.

Page 10 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

RESOLUTION PLAN

This Resolution Plan is proposed by Royale Partners Investment Fund Limited, a Category I Global
Business Company limited by shares under the Mauritius Companies Act, 2001 and having its registered
office at C/o SGG Fund Services (Mauritius) Limited, 33, Edith Cavell Street, Port Louis 11324, Mauritius
(“Resolution Applicant”) or (“RPIF”), pursuant to the IBC, IM and Process Document.

1. Overview

1.1. The National Company Law Tribunal, Mumbai (“NCLT”), through its order (“Order”)
dated 20 April 2018 (“Insolvency Commencement Date”), admitted the application for
initiation of corporate insolvency resolution process (“CIRP”) filed by the IDBI Bank
Limited in respect of EPC Constructions India Limited (formerly known as Essar Projects
(India) Limited) (“Company” or “Corporate Debtor” or “EPCCIL”) in accordance with
Section 7 of the IBC. Pursuant to the Order, Mr Abhijit Guhathakurta, was appointed as
the interim resolution professional and thereafter, was appointed as the resolution
professional for the Company by the Committee of Creditors (“Resolution
Professional”). The Resolution Professional has provided an information memorandum
in July 2018 containing certain information relating to the Company (“Information
Memorandum” or “IM”) and subsequent details provided by the Resolution
Professional through email communication and Data Room.

1.2. We thank the Resolution Professional and the COC for inviting the Resolution Applicant
to submit a resolution plan for the Company.

1.3. We will be submitting Earnest Money Deposit (“EMD”) as per the clause 1.9 of the
Process document along with the Resolution Plan. If the resolution plan gets approved
by the CoC, an amount of INR 42 Crores which shall also include the EMD of INR 5 crores
(equivalent to 10% of the Upfront Consideration) will be issued within 2 days of issuance
of LoI by the CoC, with a further amount of INR 48 crores (i.e., aggregating to 10% of
the Total Consideration), to be issued within a further period of 90 days thereafter.
1.4. For the purposes of this Resolution Plan, the capitalised terms defined by inclusion in
quotations and/or parentheses shall have the meaning ascribed to such term under Part
A of Annexure 1. Further, the rules of interpretation are set out in Part B of Annexure
1.

2. Liabilities and Creditors Analysis

According to the Provisional Balance Sheet, the liabilities of the Company are as follows:

Provisional figures as on April 20, 2018 Amount (INR Cr)

Long term borrowings 166.60
Short Term Borrowings 2,478.05
Trade payables 926.62
Other Financial Liabilities 3,572.88
Provisions 10.32
Other Current/ Non-Current Liabilities 609.07
Total Liabilities 7,763.54
As per the amendment to the CIRP Regulations on 31 December 2017, the requirement for
disclosing the liquidation value of an asset undergoing resolution to the resolution applicant has
been dispensed with. Accordingly, the Liquidation Value for the Corporate Debtor is currently
not available with us.

According to the List of Creditors, total claims filed amounts to INR 13,254.43 crores,
out of which claims aggregating to INR 7,487.45 crores have been verified and admitted
(“Admitted Debt”) for the purpose of CIRP by the Resolution Professional. The breakup
of the claims is as follows:

Page 11 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Amount Submitted Amount Admitted

Description
(INR Cr) (INR Cr)
Financial Creditors of the Company
(“Financial Creditors”) 9,552.99 7,487.45
Operational Creditors of the Company
(“Operational Creditors”) 3696.87 244.78
Workmen/Employees 4.57 0.68
Total Claims 13,254.43 7,732.91

3. Mandatory Contents of the Resolution Plan

3.1. Payment of the Insolvency Resolution Process Cost (CIRP Cost):

i. As per IBC, the CIRP Costs are accorded highest priority amongst the
creditors of a Corporate Debtor and the CIRP Costs shall, amongst other
things, include the costs, fees and charges incurred by the Resolution
Professional, in running the operations of the Company as a going
concern.

ii. The CIRP Costs will be paid in full and in priority to any other creditor of
the Company upon the Resolution Plan becoming effective, first from out
of the available cash balances in the Corporate Debtor and thereafter the
remaining CIRP Cost ie Balance CIRP Costs, if any, from out of the Upfront
Consideration.

3.2. Proposal for Financial Creditors:

i. As per the List of Creditors, Workmen and Employees’ dues amounting

to INR 4.57 Crores have been filed. Out of which INR 0.68 Crores have
been verified and admitted by the Resolution Professional and form part
of the Admitted Debt. Such Admitted Workmen and Employee Dues shall
be treated pari-passu with Financial Creditors and shall be paid in full in
the manner as specified in Section 3.4 below. In the event any additional
workmen dues are admitted until the Approval Date, to the extent they
ascribe to a period of 24 months preceding the Insolvency
Commencement Date (“Potential Workmen’s Dues”) such Potential
Workmen Dues shall form part of Admitted Workmen and Employee
Dues and be paid out of the Upfront Consideration.

ii. As regards the Financial Creditors, according to the List of Creditors, total claims
filed by the Financial Creditors amount to INR 9552.99 Crores, out of which
claims aggregating to INR 7487.45 Crores have been verified and admitted for
the purposes of CIRP by the Resolution Professional (“Admitted Debt of
Financial Creditors”). The Resolution Applicant understands that the Admitted
Debt for Financial Creditors also includes all un-invoked/ invoked bank
guarantees, which will continue until their expiry. Out of this aggregate amount
of Admitted Debt, the Resolution Applicant has proposed to pay the following
consideration to the Financial Creditors for full and final discharge of the
Financial Creditors and for assignment of entire Claims and Admitted Debt of
Financial Creditors to the Indian SPV:

a. Upfront Consideration equivalent to INR 420 Crores (Indian Rupees

Four Hundred Twenty Crores) (less payment towards (i) Balance CIRP
Costs; and (ii) Potential Workmen’s Dues, if any) within 30 Business
Days; and.

Page 12 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

b. Deferred Consideration equivalent to INR 480 Crore (Indian Rupees

Four Hundred Eighty Crores) in the form of unlisted NCDs.

iii. In addition, according to List of Creditors, total claims filed by the

operational creditors of the Company amount to INR 3,696.87 Crores.
Out of which claims aggregating to INR 244.78 Crores have been verified
and admitted by the Resolution Professional for the purposes of CIRP by
the Resolution Professional (“Operational Creditors”).
iv. The Liquidation Value payable to the Operational Creditors or the other
creditors or stakeholders of the Company (including dues to employees
(other than Workmen), government dues, taxes, etc. and other creditors
and stakeholders) is expected to be NIL and therefore, they will not be
entitled to receive any payment.

v. The Admitted Workmen and Employees Dues shall be paid out of the
infusion by the Resolution Applicant into the SPV/ Corporate Debtor.

vi. Post the payment of CIRP Costs in the manner set out in Section 3.1 of
this Resolution Plan and payment of Admitted Workmen and Employees
Dues in the manner set out in (v) above and 3.4 below, all Admitted Debt
of Financial Creditors (including letters of credit and bank guarantees)
will be treated in the manner provided in this Section of the Resolution
Plan and the Secured Financial Creditors shall be entitled to receive Total
Consideration comprised as follows:

(a) Upfront Consideration of INR 420 Crores (Indian Rupees Four Hundred
Twenty Crores)
(b) Deferred Consideration of INR 480 Crores (Indian Rupees Four
Hundred Eighty Crores) as secured and unlisted NCDs, to be paid over
a period 5 years at a coupon of 8% p.a., as shown in Annexure 2.

It is clarified that:

A. The Resolution Applicant shall have the right to voluntarily

prepay/ redeem the entire Deferred Consideration to the
Financial Creditors, in part or in full, at any time during the tenor
of the NCDS, provided that an IRR of 8% p.a. is maintained;

B. Notwithstanding anything contained in this Resolution Plan, the

aggregate of Upfront Consideration and Deferred Consideration
(“Total Consideration”) shall be the full and final discharge
provided to the claims of the Financial Creditors, upon receipt of
which all claims of Financial Creditors in relation to Admitted
Debt shall stand extinguished;

C. Notwithstanding anything in this Plan, on and from the Effective Date,

all the guarantors/ third party security providers who have provided/
issued any guarantees/ security (on their assets) for and on behalf and
in order to guarantee/ secure the debt of the Company (including but
not limited to the Identified Excluded Collateral), shall not be entitled
to exercise any subrogation rights in respect of such guarantees/
security, on account of any invocation/ enforcement by the Financial
Creditors of the Company of such guarantee/ security in any
circumstance.

D. Notwithstanding anything in the Plan, the COC shall be at liberty to

distribute the Total Consideration (less any amounts paid towards
Balance CIRP Costs and Potential Workmen’s Dues) inter se each other,
including to the Unsecured Financial Creditors, in whatever manner,
order or priority they deem fit at their discretion. In any event, the
Page 13 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Resolution Applicant does not propose to pay any amounts over and
above the Total Consideration and shall have no further liability.

E. If any debts of Financial Creditors are admitted over and above the
Admitted Debt for Financial Creditors, the discharge offered to Secured
Financial Creditors for such increase in Admitted Debt shall be made by
the COC out of the Total Consideration in any manner they deem fit.
The Resolution Applicant will not have any obligations over and above
Total Consideration to the Financial Creditors; and

F. It is clarified that in the event there are any additional CIRP Costs and/
or Admitted Workmen and Employee Dues in excess of the amount
identified and admitted as of the date hereof, then such excess amount
shall also be adjusted from the Upfront Consideration (to the extent the
available cash balances of the Company are insufficient in discharging
the CIRP Costs), prior to making any payments to the Secured Financial
Creditors.

vii. With respect to the amount payable to the Financial Creditors (other
than those referred to in 3.2 (vi) (a) and (b) above) including accrued or
unpaid interest arising after Insolvency Commencement Date and until
the Effective Date, in relation to any debt of the Company will be written
off in full and shall be deemed to be permanently extinguished by virtue
of the order of the NCLT approving this Resolution Plan and the Company
or Resolution Applicant or the SPV shall at no point of time be, directly
or indirectly, held responsible or liable in relation thereto.

viii. The cash balances of the Corporate Debtor will accrue and be paid to the
Financial Creditors (less any Balance CIRP Costs) till the date of
implementation of the Plan, i.e., till the date of payment of the Upfront
Consideration.

ix. Other than as specified in Section 3.2. ii to vi above and except for the
payment of the Total Consideration, 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, penal interest, liquidated damages, notional or crystallized mark
to market losses on derivatives and other charges already accrued/
accruing or in connection with any Third Party Claims) any actual or
potential Financial Creditors of the Company or in connection with any
debt of the Company (including any transactions in derivatives), whether
admitted or not, due or contingent, asserted or unasserted, crystallized
or uncrystallised, known or unknown, disputed or undisputed, present or
future, whether or not set out in the Provisional Balance Sheet, the
balance sheets of the Company or the profit and loss account statements
of the Company or the List of Creditors, in relation to any period prior to
the Effective Date or arising on account of the acquisition of control by
the Resolution Applicant over the Company pursuant to this Resolution
Plan, will be written off in full and shall be deemed to be permanently
extinguished by virtue of the order of the NCLT approving this Resolution
Plan and the Company or the Resolution Applicant shall at no point of
time be, directly or indirectly, held responsible or liable in relation
thereto.

Page 14 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

x. On the Effective Date and discharge of creditors (including but not

limited to Total Consideration for Financial Creditors and the payment
set out to the specific category of Operational Creditors) in the manner
set out in Sections 3.2 and 3.4, any and all rights and entitlements
(including any right to convert debt into equity, right of recompense
under any restructuring agreement or any other restructuring/ financing
agreement, whether recorded as a contingent liability or not or any
remedy available pursuant to any default including event of default
(whether financial or otherwise) in relation to any loans or other financial
debt availed by the Company, under any loan documents, restructuring
agreements, guarantees furnished by the Company, undertaking, or
other financing agreements/ arrangements (including any undertaking,
side letter, letter of comfort, letter of undertaking etc.)) of any actual or
potential Financial Creditors of the Company not addressed in Section
3.2 , whether admitted or not, due or contingent, asserted or unasserted,
crystallized or uncrystallised, known or unknown, disputed or
undisputed, present or future, in relation to any period prior to the
Effective Date or arising on account of the acquisition of control by the
Resolution Applicant over the Company pursuant to this Resolution Plan,
shall be deemed to be permanently extinguished by virtue of the order
of the NCLT approving this Resolution Plan and the Company or the
Resolution Applicant or the SPV shall at no point of time, directly or
indirectly, have any obligation, liability or duty in relation thereto.
Furthermore, the Company shall stand discharged of any default or event
of default under any loan documents or other financing agreements or
arrangements (including any side letter, letter of comfort, letter of
undertaking etc.) and all rights/ remedies of the creditors shall stand
permanently extinguished. Furthermore, it is hereby clarified that upon
approval of the Resolution Plan by the NCLT, no further consent of any
creditor (Financial Creditor, Operational Creditor or otherwise) shall be
required to implement the Resolution Plan.

xi. Subject to Section 3.2.x above, any Encumbrance, or any other form of
collateral (whether over immovable, movable assets, fixed deposits or
cash or any other rights or privileges and including without limitation,
any guarantee, security, letter of credit or pledge provided by the
Existing Promoters of the Company that was created/granted/arranged
in connection with any Financial Debt or Operational Debt or any other
debt or obligation of the Company, at any time prior to the Effective
Date, shall automatically be released and all liabilities and obligations of
the Company and any Third Party on behalf of the Company in relation
to such Encumbrance or other form of collateral shall stand permanently
extinguished on the approval of this Resolution Plan by the NCLT and
payment of the Total Consideration as specified here (including those
created/ arranged by the Company as a guarantor or a third party
security provider in relation to its subsidiaries, joint ventures, related
parties or associates, if any, but without prejudice to the primary
obligations of such parties to the respective counter parties without any
recourse to the Company), without the requirement of any further action
on part of any party and the Company or the Resolution Applicant shall
at no point of time, directly or indirectly, have any obligation, liability or

Page 15 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

duty in relation thereto. All title deeds and other documents (including
charge documents, if any) held by the Financial Creditors or on their
behalf shall be immediately returned to the Company.

xii. Notwithstanding the above, on the Effective Date and upon discharge of
Financial Creditors in the manner set out under this Section, all relevant
Persons including the Financial Creditors shall redeliver and shall cause
to be delivered to the Company, all documents (including loan
agreements, guarantees, security documents, title deeds, lease deeds,
lease agreements, demand promissory notes, records, powers of
attorneys, post-dated cheques, other negotiable instruments,
encumbered with the Financial Creditors and all other documents) and
collateral in relation to such assets that are in possession of or deposited
with such Financial Creditors or any other Person for the benefit of any
of the creditors of the Company. Further, each creditor of the Company
shall execute or issue discharge certificates, no-objection certificates and
all other documents and take all such actions as may be reasonably
required by the Company or the Resolution Applicant for the release of
the Encumbrances, security interests and charges contemplated in this
paragraph.

xiii. Notwithstanding the above, upon the approval of the Resolution Plan by
the NCLT under Section 31 of the IBC, on and from the Effective Date:
(A) all Claims in connection with all violation or breach of any agreement
by the Company shall be settled at NIL value at par with Operational
Creditors as specified in this Resolution Plan;
(B) any event of default having occurred on part of the Company under any
of the financing documents entered into by the Company on its own
behalf or entered into on behalf of any of its subsidiaries, joint ventures
or associates to secure or guarantee any of their liabilities, prior to the
Effective Date and any Claims arising against the Company on account
of such defaults shall be settled at NIL value. Notwithstanding the
foregoing, such discharge of obligations of the Company shall not be
deemed to be waiver or discharge of the obligations of such
subsidiaries, joint ventures or associates;
(C) all the outstanding negotiable instruments, corporate guarantees
issued by the Company or by any Person on behalf of the Company
including demand promissory notes, post-dated cheques and letters of
credit, shall stand terminated and the Company’s liability under such
instruments shall stand extinguished;
(D) all notifications with regards to defaults filed with Credit Information
Bureau (India) Limited (“CIBIL”), any Information Utility, RBI or any
other regulatory authority shall be withdrawn by the respective
Financial Creditors;
(E) Bank guarantees which are already issued on behalf of the Corporate
Debtor will continue till their expiry and devolve as per the terms of
their issuance. These bank guarantees already form a part of the
Admitted Debt and the Corporate Debtor will not incur any further
liability upon their devolvement or invocation. Any margin money in
relation to such bank guarantees shall be to the credit of the Financial
Creditors and shall be appropriated by them upon refund of such
margin for any reason whatsoever and neither the Resolution Applicant
nor the Corporate Debtor shall have any claim over the same.

Page 16 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

xiv. Any invocation or appropriation or other enforcement action already

undertaken against the Company in respect of any Encumbrance or
collateral in connection with any Financial Debt or Operational Debt or
any other debt or obligation of the Company, at any time prior to the
Effective Date, shall stand automatically revoked and cancelled and
deemed null and void and all liabilities and obligations in relation to such
Encumbrance or collateral shall be deemed to have been permanently
extinguished on the approval of this Resolution Plan by the NCLT. The
Company or the Resolution Applicant or the SPV shall at no point of time,
directly or indirectly, have any obligation, liability or duty in relation
thereto. However, any invocation or enforcement action already
undertaken by a Financial Creditor or Operational Creditor or otherwise,
against any Third Party in respect of any Encumbrance or collateral in
connection with any Financial Debt or Operational Debt or any other
debt at any time prior to the Effective Date shall not automatically be
revoked and cancelled and in such a case, Claims, if any, filed against the
Company by such Third Party shall be settled at NIL value.
3.3. Proposal for Operational Creditors (excluding employees and Workmen):

i. As per the List of Creditors, total claims filed by Operational Creditors

(excluding employees and Workmen) aggregate to INR aggregate to INR
3,696.87 Crores. Out of which claims aggregating to INR 244.78 Crores
have been verified and admitted by the Resolution Professional for the
purposes of CIRP by the Resolution Professional.
ii. In terms of the IBC, the payment due to operational creditors should not
be less than the liquidation value payable to the operational creditors in
the event of a liquidation of the Corporate Debtor under Section 53 of
the IBC. However, the Liquidation Value is expected to be NIL and
therefore, NIL payment has been proposed under the Resolution Plan
towards all claims of Operational Creditors (whether filed or not,
whether admitted or not and whether or not set out in the Provisional
Balance Sheet, the balance sheets of the Company or the profit and loss
account statements of the Company or the List of Creditors) and no
source has been identified for such payment under this Resolution Plan.

iii. Any and all other Claims or demands made by, or liabilities or obligations
owed or payable to (including but not limited to any Operational Debt
including any advances payable to any Operational Creditor under any
contract, any demand for any losses or damages, indemnification,
principal, interest, compound interest, penal interest, liquidated
damages, and other charges already accrued/ accruing or in connection
with any Third Party Claims) any actual or potential Creditor, vendor,
contracting counterparty, Governmental Authority, claimant or any
other person whatsoever (including but not limited to the Operational
Creditors and its promoters, directors and other related parties of the
Company and/ or the Existing Promoters) (singular as “Third Party” and
collectively as “Third Parties”), whether admitted or not, due or
contingent, asserted or unasserted, crystallized or uncrystallised, known
or unknown, secured or unsecured, disputed or undisputed, present or
future, whether or not set out in the Provisional Balance Sheet, the
balance sheets of the Company or the profit and loss account statements
of the Company or the List of Creditors, in relation to any period prior to
the Effective Date or arising on account of the acquisition of control by
The Resolution Applicant over the Company pursuant to this Resolution
Plan, will be written off in full and shall be deemed to be permanently

Page 17 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

extinguished by virtue of the order of the NCLT approving this Resolution

Plan and the Company or the Resolution Applicant shall at no point of
time be, directly or indirectly, held responsible or liable in relation
thereto.

iv. Any Encumbrance, or any other form of collateral (whether over

immovable, movable assets, fixed deposits or cash or any other rights or
privileges and including without limitation, any guarantee, security,
letter of credit or pledge provided by the Existing Promoters of the
Company) that was created/granted/arranged in connection with any
Operational Debt or any other debt or obligation of the Company, at any
time prior to the Effective Date, shall automatically be released and all
liabilities and obligations of the Company and any Third Party (including
the Existing Promoters) on behalf of the Company in relation to such
Encumbrance or other form of collateral shall stand permanently
extinguished on the approval of this Resolution Plan by the NCLT, without
the requirement of any further action on part of any party. All title deeds
and other documents (including charge documents, if any) held by the
Operational Creditors or on their behalf shall be immediately returned to
the Company.

v. Any and all rights and entitlements of any actual or potential Third Party,
whether admitted or not, due or contingent, asserted or unasserted,
crystallized or uncrystallised, known or unknown, disputed or
undisputed, present or future, in relation to any period prior to the
Effective Date or arising on account of the acquisition of control by the
Resolution Applicant over the Company pursuant to this Resolution Plan,
shall be deemed to be permanently extinguished by virtue of the order
of the NCLT approving this Resolution Plan and the Company or the
Resolution Applicant shall at no point of time, directly or indirectly, have
any obligation, liability or duty in relation thereto.

3.4. Proposal for Employees /Workmen:

i. As per the List of Creditors, there are INR 4.57 Crores dues to employees
and/or Workmen which have been claimed, out of which all the claims
aggregating to INR 0.68 Crores have been verified and admitted for the
purposes of CIRP by the Resolution Professional (“Admitted Workmen
and Employees Dues”), the same shall be discharged from the funds
brought in, directly or indirectly, by the Resolution Applicant. Any
Potential Workmen Dues shall be paid out of the Upfront Consideration,
after payment of any Balance CIRP Costs, in terms of Annexure 2.
ii. Other than the Admitted Workmen and Employees Dues, any and all
Claims or demands made by, or liabilities or obligations owed or payable
to, (including any demand for any losses or damages, or interest, back
wages, compensation, penal interest, liquidated damages already
accrued/ accruing or in connection with any Claims) any present or past,
direct or indirect, permanent or temporary employee and/or workman
of the Company, whether admitted or not, due or contingent, asserted
or unasserted, crystallized or uncrystallised, known or unknown, secured
or unsecured, disputed or undisputed, present or future, whether or not
set out in the Provisional Balance Sheet, the balance sheets of the
Company or the profit and loss account statements of the Company or
the List of Creditors, in relation to any period prior to the Effective Date
or arising on account of the acquisition of control by the Resolution
Applicant over the Company pursuant to this Resolution Plan, will be
written off in full and shall be deemed to be permanently extinguished
by virtue of the order of the NCLT approving this Resolution Plan and the

Page 18 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Company or the Resolution Applicant shall at no point of time be, directly

or indirectly, held responsible or liable in relation thereto.

iii. Other than the Admitted Workmen and Employees Dues, any and all
rights and entitlements of any present or past, direct or indirect,
permanent or temporary employee and/or workman of the Company,
whether admitted or not, due or contingent, asserted or unasserted,
crystallized or uncrystallised, known or unknown, disputed or
undisputed, present or future, in relation to any period prior to the
Effective Date or arising on account of the acquisition of control by the
Resolution Applicant over the Company pursuant to this Resolution Plan,
shall be deemed to be permanently extinguished by virtue of the order
of the NCLT approving this Resolution Plan and the Company or the
Resolution Applicant shall at no point of time, directly or indirectly, have
any obligation, liability or duty in relation thereto.

3.5. Proposal for Statutory Liabilities including Outstanding Governmental Authority

Dues, Taxes, etc.:

i. As per IBC, since the statutory liabilities are operational debt, the
resolution applicant is required to ensure that it pays at least the
liquidation value in respect of the statutory liabilities. The statutory
liabilities payable by the Company include without limitation Claims
under all Taxes and provident fund payments. As stated in Section 3.2. iv
of this Resolution Plan, the Liquidation Value is expected to be NIL and
therefore, NIL payment has been proposed under the Resolution Plan
towards payment of statutory liabilities including but not limited to any
outstanding government dues, Taxes, provident fund and other liabilities
of the Company and no source has been identified for such payment
under this Resolution Plan.

ii. Accordingly, all Claims or demands made by, or liabilities or obligations

owed or payable to or assessed by, the Governmental Authorities
including but not limited to the Central government, the State
governments, any regulatory or local authority or body or any agency or
instrumentality thereof, in relation to any Taxes, including all such dues,
duties, direct or indirect, penalties, fees, interest, fines, levies, cesses,
assessments or additions or any other charges or payments whatsoever
(including without limitation any Taxes, Claims, liabilities or dues set out
in Annexure 3 and Annexure 5 and any liabilities in relation to any
consent, permission, privilege, entitlement, exemption, benefit, license
or approval granted to the Company or in relation to the Company,
whether or not such consent, permission, privilege, entitlement,
exemption, benefit, license or approval is subsisting, lapsed or expired),
whether admitted or not, due or contingent, asserted or unasserted,
crystallized or uncrystallised, known or unknown, secured or unsecured,
disputed or undisputed, present or future, whether or not set out in the
Provisional Balance Sheet, the balance sheets of the Company or the
profit and loss account statements of the Company or the List of
Creditors, in relation to any period prior to the Effective Date or arising
on account of the acquisition of control by The Resolution Applicant over
the Company pursuant to this Resolution Plan, will be written off in full
and will be deemed to be permanently extinguished by virtue of the
order of the NCLT approving this Resolution Plan and the Company or the
Resolution Applicant shall at no point of time be, directly or indirectly,
held responsible or liable in relation thereto. It is also proposed that no
interest or penalty should be levied on the crystallised statutory liabilities
with respect to the statutory liabilities of the Company prior to the
Effective Date.

Page 19 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

iii. Specifically, all dues under the provisions of Applicable Laws relating to
Taxes (including without limitation the Taxes, Claims, liabilities or dues
set out in Annexure 3 and Annexure 5) whether admitted or not, due or
contingent, whether or not set out in the Provisional Balance Sheet, the
balance sheets of the Company or the profit and loss account statements
of the Company or the List of Creditors, asserted or unasserted,
crystallized or uncrystallised, known or unknown, secured or unsecured,
disputed or undisputed, present or future, in relation to any period prior
to the Effective Date or arising on account of the acquisition of control
by the Resolution Applicant over the Company pursuant to this
Resolution Plan, shall stand extinguished by virtue of the order of the
NCLT approving this Resolution Plan and the Company shall not be liable
to pay any amount against such dues. All notices, assessments, appellate
or other proceedings pending or threatened in relation to the Company,
in relation to any period prior to the Effective Date or arising on account
of the acquisition of control by the Resolution Applicant over the
Company pursuant to this Resolution Plan, shall stand terminated and
withdrawn and all consequential liabilities, if any, shall stand
extinguished and be considered as not payable by the Company by virtue
of the order of the NCLT approving this Resolution Plan and any re-
assessment, revision or other proceedings under the provisions of the
Applicable Laws relating to Taxes would be deemed to be barred in
relation to any period prior to the Effective Date, by virtue of the order
of the NCLT approving this Resolution Plan.

iv. Without prejudice to Section 3.5.i to iii above, all monetary liabilities
(including without limitation, for any penalty, interest, fines or fees) of
the Company or any Claims which may arise, in relation to; (A) any
investigation, inquiry or show-cause notice; (B) any Non-Compliance of
provisions of any Applicable Laws, rules, regulations, directions,
notifications, circulars, guidelines, policies, licenses, approvals, consents
or permissions; (C) change of control, transfer charges, unearned
increase, compensation, or any other such liability whatsoever under any
contract, agreement, lease, license, approval, consent or permission to
which the Company are entitled; (D) any leasehold rights or freehold
rights to movable or immovable properties in the possession of the
Company (including but not limited to the leases, letter of intent or other
agreements / contracts / arrangements for immovable property entered
into by the Company with the Central Government and State
Government of Maharashtra); and (F) any contracts, agreements or
commitments made by the Company, in each of the foregoing cases
whether admitted or not, due or contingent, asserted or unasserted,
crystallized or uncrystallised, known or unknown, secured or unsecured,
disputed or undisputed, present or future, whether or not set out in the
Provisional Balance Sheet, the balance sheets of the Company or the
profit and loss account statements of the Company or the List of
Creditors, in relation to any period prior to the Effective Date or arising
on account of the acquisition of control by the Resolution Applicant over
the Company pursuant to this Resolution Plan, shall be settled at NIL
value at par with Claims of Operational Creditors as set out in Section
3.3.ii of this Resolution Plan.

Page 20 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

v. Any and all rights and entitlements of the Governmental Authorities

including but not limited to the Central government, the State
governments, any regulatory or local authority or body or any agency or
instrumentality thereof (or any other party or entity (under any
agreement, lease, license, approval, consent or permission), whether
admitted or not, due or contingent, asserted or unasserted, crystallized
or uncrystallised, known or unknown, disputed or undisputed, present or
future, in relation to any period prior to the Effective Date or arising on
account of the acquisition of control by the Resolution Applicant over the
Company pursuant to this Resolution Plan, shall be deemed to be
permanently extinguished by virtue of the order of the NCLT approving
this Resolution Plan and the Company or the Resolution Applicant shall
at no point of time, directly or indirectly, have any obligation, liability or
duty in relation thereto.

3.6. Proposal for other stakeholders (including other creditors):

i. In relation to any other actual or potential Third Parties (including

creditors, existing shareholders and/or other stakeholders) whose claims
have not been covered under Section 3.1 to 3.5 above, there will be no
funds available for payment to them as the Liquidation Value is
insufficient to satisfy the claims of even the Financial Creditors in full.
Therefore, NIL payment has been proposed under the Resolution Plan
towards payment to such creditors and/or stakeholders and no source
has been identified for such payment under this Resolution Plan.

ii. Any and all Claims or demands in connection with or against the
Company (including any demand for any losses or damages or in
connection with any Third Party Claims or any investigations by any
governmental bodies or authorities such as the Central Bureau of
Investigation, Serious Fraud Investigation Office) by or to any other
stakeholder (including any other actual or potential creditor, if any or any
counter-party, including any subsidiary, joint venture or associate)
whether under Applicable Law, equity or contract, whether admitted or
not, due or contingent, crystallized or uncrystallised, known or unknown,
secured or unsecured, disputed or undisputed, present or future,
whether or not set out in the Provisional Balance Sheet, the balance
sheets of the Company or the profit and loss account statements of the
Company or the List of Creditors, and all inquiries, investigations or
proceedings in relation to the foregoing, whether civil or criminal, in
relation to any period prior to the Effective Date or arising on account of
the acquisition of control by the Resolution Applicant over the Company
pursuant to this Resolution Plan, shall be settled at NIL value at par with
Claims of Operational Creditors as set out in Section 3.3.ii of this
Resolution Plan.

iii. All liabilities in relation to any letters of credit, letters of undertaking,

guarantees, counter guarantees, corporate guarantees, bank
guarantees, performance guarantees or other contingent or future
Claims, liabilities and/or commitments of any nature whatsoever
(including without limitation the Taxes, Claims, liabilities or dues set out
in Annexure 3 and Annexure 5), issued by, or on behalf of, or at the
behest of, the Company, or incurred or undertaken by the Company (as
the case may be), in relation to any period prior to the Effective Date or
arising on account of the acquisition of control by the Resolution
Applicant over the Company pursuant to this Resolution Plan, whether
asserted or unasserted, whether admitted or not, crystallized or
uncrystallised, known or unknown, secured or unsecured, disputed or
undisputed, whether or not set out in the Provisional Balance Sheet, the
balance sheets of the Company or the profit and loss account statements
Page 21 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

of the Company or List of Creditors, will be written off in full and will be
deemed to be permanently extinguished, by virtue of the order of the
NCLT approving this Resolution Plan and the Company or the Resolution
Applicant shall at no point of time be, directly or indirectly, held
responsible or liable in relation thereto.

iv. All present and future, Claims, dues, liabilities, amounts, arrears,
dividends or obligations owed or payable by, the Company or in
connection with, the Company, to the Existing Promoters or other
existing shareholders or any of their companies, entities, subsidiaries,
associates, joint ventures or affiliates or related parties, whether
admitted or not, due or contingent, asserted or unasserted, crystallized
or uncrystallised, known or unknown, secured or unsecured, disputed or
undisputed, whether or not set out in the Provisional Balance Sheet, the
balance sheets of the Company or the profit and loss account statements
of the Company or the List of Creditors, will be deemed to be written off
in full and be permanently extinguished in perpetuity by virtue of the
order of the NCLT approving this Resolution Plan and the Company or the
Resolution Applicant shall at no point of time be, directly or indirectly,
held responsible or liable in relation thereto. In relation to any other
actual or potential creditors and/or stakeholders whose claims have not
been covered under Sections 3.1 to 3.6 above, there will be no funds
available for payment to them as the Liquidation Value is insufficient to
satisfy the claims of even the Financial Creditors in full. Therefore, NIL
payment has been proposed under the Resolution Plan towards payment
to such creditors and/or stakeholders and no source has been identified
for such payment under this Resolution Plan.

3.7. Treatment of amounts claimed under ongoing litigations:

i. All Claims arising out of: inquiries, investigations, notices, causes of

action, suits, claims, disputes, litigation, arbitration or other judicial,
regulatory or administrative proceedings against, the Company or the
affairs of the Company, pending or threatened, present or future and the
proceedings (under Section 138 of the Negotiable Instruments Act, 1881
and the Tax related Claims or liabilities specifically set out in Annexure 3
and Annexure 5 hereto) in relation to any period prior to the Effective
Date or on account of acquisition of control by the Resolution Applicant
over the Company pursuant to this Resolution Plan, shall be settled at
NIL value at par with the treatment accorded to the Operational
Creditors of the Company as set out in Section 3.3.ii of the Resolution
Plan.

ii. It is clarified that the Existing Promoters and existing shareholders,

managers, directors, officers, employees, Workmen or other personnel
of the Company shall continue to be liable for all the Claims, demand,
obligations, penalties etc. arising out of any (i) proceedings, inquiries,
investigations, orders, show causes, notices, suits, litigation etc.
(including those arising out of 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, pending before any authority, 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 that may be 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 entered into, or decisions or actions taken by, such Existing
Promoters and existing shareholders, managers, directors, officers,
employees, Workmen or other personnel of the Company, and the
Page 22 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Company or the Resolution Applicant shall at no point of time be, directly

or indirectly, held responsible or liable in relation thereto.

3.8. Term of the Resolution Plan and implementation schedule:

i. The term of the Resolution Plan shall commence on the date submission
of the Resolution Plan to the Resolution Professional and shall remain
valid in line with Clause 1.8.3 of the Process Document. Notwithstanding
anything contained in this Resolution Plan (except to the extent set out
in Section 7 of this Resolution Plan), no part of this Resolution Plan shall
become effective or enforceable until either (i) the Resolution Plan is
approved by the NCLT in the manner previously proposed by the
Resolution Applicant and approved by the COC; or (ii) if approved by the
NCLT with any variance, then in the form and substance acceptable to
the COC and the Resolution Applicant. Upon approval of the Resolution
Plan by the NCLT, this Resolution Plan shall ipso facto form part of the
NCLT order approving the Resolution Plan.

ii. The implementation schedule for the Resolution Plan is set out in Section
7 of the Resolution Plan.

3.9. Mechanism regarding the management and control of the business of the Company
post approval of the Resolution Plan by the Adjudicating Authority:

I. On and from the date of approval of this Resolution Plan by the NCLT and
until the Transfer Date (as defined in Annexure 2) in the manner set out
under Annexure 2 of this Resolution Plan (“Interim Period”), the
Company will be monitored by the Monitoring Agency in carrying out the
day to day functions of the Company under the instructions, control and
management of the Steering Committee.

II. All fees payable to the Monitoring Agency (including any legal costs
which have arisen or may arise out of or in connection with the corporate
insolvency resolution process of the Company) and Steering Committee
shall be met out of the accruals of the Company and to the extent the
internal accruals are not sufficient to meet the aforesaid costs and
expenses, the same shall be accrued as CIRP Cost and be paid by the
Resolution Applicant as CIRP cost on the Effective Date, as consideration
for fulfilling their respective obligations during this Interim Period.

Page 23 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

III. It is clarified that the decisions which could otherwise have been taken
by the Company’s Board shall be taken by the Monitoring Agency and
the Steering Committee (until reconstitution of Board by the Resolution
Applicant/ SPV) and that the Company’s Board shall have no authority
whatsoever to conduct the business of the Company. The Steering
Committee shall comprise of 5 members which shall include 3 authorized
representatives of the Committee of Creditors and 2 nominees of the
Resolution Applicant subject to Applicable Law. Any decisions taken by
the Company’s Board shall be null and void and not be binding on the
Monitoring Agency, Steering Committee and/or the Company. The
Steering Committee shall carry out their obligations and manage and
control the Company and shall be supported by the Monitoring Agency
and their legal advisors in the manner specified above. Without prejudice
to the foregoing, it is hereby clarified that all costs and fees relating to
any pending disputes, ongoing litigations or any appeals filed on or prior
to the Effective Date, where such disputes/ litigations pertain to the CIRP
of the Company and/or the Resolution Plan, and wherein the Resolution
Professional is or has been made a party, such costs and expenses shall
be met out of the internal accruals of the Company and to the extent the
internal accruals are not sufficient to meet the aforesaid costs and
expenses, the same shall be accrued as CIRP Cost and be paid by the
Resolution Applicant as CIRP cost on the Effective Date.

IV. On and from the date of approval of this Resolution Plan by the NCLT and
until the Transfer Date, Monitoring Agency in consultation with the
Steering Committee as the case may be shall:

(A) carry on the business with reasonable diligence and business prudence
and in the same manner as it had been doing hitherto, and shall not
undertake any additional financial commitments of any nature
whatsoever, borrow any amounts or incur any other liabilities or
expenditure, issue any additional guarantees, indemnities, letters of
comfort or commitment either for themselves or on behalf of its
respective affiliates or associates or any third party, or sell, transfer,
alienate, charge, mortgage or encumber or deal in any of its
properties/assets, except:

1. when the same is expressly provided in this Resolution Plan; or

2. when the same is in the ordinary course of business as carried

on, as on the date of approval of this Resolution Plan; or

3. when written consent of Steering Committee and the

Resolution Applicant has been obtained in this regard;

(B) except as provided in the Resolution Plan, not make any change in
capital structure of the Company either by way of any increase (by issue
of equity shares, bonus shares, convertible debentures or otherwise),
decrease, reduction, reclassification, sub-division or consolidation, re-
organisation or in any other manner, which would have the effect of re-
organisation of capital of the Company; and

(C) not alter or substantially expand the Company’s business, or undertake

(i) any material decision in relation to its business and affairs and
operations other than that in the ordinary course of business; (ii) any
agreement or transaction (other than an agreement or transaction in
the ordinary course of business); and (iii) any new business, or
discontinue any existing business or change the capacity of facilities
other than that in the ordinary course of business;

V. It is further proposed that upon the Resolution Applicant and/or the SPV
acquiring control over the Company on the Transfer Date, the existing
Board and the Monitoring Agency and the Steering Committee will be
Page 24 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

replaced by a new Board constituted with adequate representation from

the members of the Resolution Applicant and independent directors in
compliance with Applicable Law. The day to day operation and
maintenance of the Company after change of control is proposed to be
handled by a dedicated project procurement and implementation team
of the Resolution Applicant under the supervision of the new Board of
Directors of the Company.

VI. Any action proposed to be undertaken by the Resolution Applicant for

the implementation of the Resolution Plan, may be undertaken, either
directly or indirectly, through wholly owned SPVs or any Affiliates and
group entities which are compliant with Section 29 A of IBC.

VII. As a consequence of the reconstitution of the Share Capital and the

Admitted Debt, the Company shall formulate a revised balance sheet in
accordance with Applicable Law as on the Effective Date and same will
be filed with the relevant authorities including the ROC and Stock
Exchanges (if applicable).

VIII. In order to give effect to the Resolution Plan by The Resolution Applicant,
changes to the constitutional documents viz. to increase the authorized
share capital and change the name of the Company, as required for
implementation of the provisions of the Resolution Plan will be made and
the Company, its stakeholders, and the proposed new management of
the Company shall be bound by such revised constitutional documents.

3.10. Manner of implementation and supervision of the Resolution Plan and adequate
means for implementation and supervision of the Resolution Plan:

Upon the approval of the Resolution Plan by the COC, the Resolution Applicant shall
take all necessary steps towards applying for the approvals listed in Section 7 from
various Governmental Authorities, including tax authorities/ department and other
government departments. The Resolution Applicant shall also file for dismissal of all
proceedings against the Company before various courts, tribunals and regulatory
authorities where any such proceedings are pending. The approval of the CCI (if
applicable) will have been applied for prior to approval of the Plan by the NCLT.
Immediately upon approval of the Resolution Plan by the NCLT, and subject to
Applicable Law, the Monitoring Agency and the Resolution Applicant shall jointly
supervise the implementation (including the mechanism for supervision of payment to
the stakeholders of the Company in the manner contemplated in the Resolution Plan)
of the Resolution Plan until the Transfer Date, in the manner stated in Section 3.9 above.
After the Effective Date, the implementation of the Resolution Plan will be supervised
by a suitable management team deployed by the Resolution Applicant.

3.11. Declaration to the effect that the Resolution Plan is not in contravention of provisions
of the law for the time being in force and is in strict compliance with the IBC and the
CIRP Regulations:

The Resolution Applicant declares that this Resolution Plan is not in contravention of
the provisions of any applicable laws.

3.12. Statement in relation to how the Resolution Plan has dealt with interests of all
stakeholders, including financial and operational creditors of the Company:

As set out above in Sections 3.1 to 3.8 of the Resolution Plan, the Resolution Plan for
the Company has dealt with the interests of all the stakeholders in the Company,
including the Financial Creditors (whether consenting, dissenting or abstaining) and
Operational Creditors of the Company.
Unless otherwise expressly stated in this Resolution Plan, no creditor, existing
shareholder or any other stakeholder of the Company shall be entitled to receive any
settlement more than the proportionate settlement payable to a similarly placed class
of creditors, shareholders or stakeholders, as stated in this Resolution Plan.

3.13. Statement in compliance of Section 29A of the IBC:

Page 25 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

The Resolution Applicant confirms that, as on the date of this Resolution Plan and on
the basis of the records of the Resolution Applicant, the Resolution Applicant is eligible
under Section 29A of the IBC and other provisions of the IBC and any other Applicable
Law to submit the Resolution Plan.

The Resolution Applicant represents that, to the best of its knowledge, the contents of
Format XIII (enclosed with this Resolution Plan) are true and shall continue to remain
true at all point of times.

3.14. Information and details of the Resolution Applicant and all “connected persons” (as
defined under Regulation 38 of the CIRP Regulations), as specified under Regulation
38 of the CIRP Regulations

Details of the Resolution Applicant

NAME ROYALE PARTNERS INVESTMENT FUND LIMITED

Registered Office C/o SGG Fund Services (Mauritius) Limited
33, Edith Cavell Street
Port Louis 11324
Mauritius
Website Address http://www.rpmg-investment.com
Corporate Identification 135798 C1/GBL
Number
Industry Financial Services
Country of Origin Republic of Mauritius
Address for Correspondence C/o SGG Fund Services (Mauritius) Limited
33, Edith Cavell Street
Port Louis 11324
Mauritius
Year and Date of Incorporation 28th January, 2016
Name of the Representatives Mr. Mayur Ghule
Telephone Number +230 212 9800
Email Address [email protected]
Fax No +230 212 9833
The list of Connected Persons is attached with Format III.

3.15. Concessions, Reliefs and Dispensation Sought:

The Resolution Applicant requests for the reliefs, concessions and dispensations set out
in Annexure 4 to be included in the NCLT order approving the Resolution Plan. The
Resolution Applicant clarifies that in the event the aforesaid reliefs, concessions and
dispensations are not granted, the same will not have a bearing on the successful
implementation of the Resolution Plan.

3.16. Additional Terms:

i. Binding, Further Assurance

Upon approval of this Resolution Plan by the NCLT, this Resolution Plan shall be
binding on the Company employees, members, creditors, guarantors,
Governmental Authorities and all other stakeholders who are involved in the
Resolution Plan and/or otherwise concerned or connected with the Company.

As the Resolution Plan shall be binding on each of the stakeholders mentioned

above, all such Persons including but not limited to the Monitoring Agency,
employees, guarantors, creditors and shareholders/members shall use their
best efforts to do or cause to be done, such further acts, deeds, matters and
things and execute such further documents as may be reasonably required by
The Resolution Applicant to give full effect to the terms of this Resolution Plan
in accordance with its terms and 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.

ii. Conflict
Page 26 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

In the event of any repugnancy or inconsistency between this Resolution Plan

and any other documents, the provisions contained in this Resolution Plan shall
prevail for all purposes and to all intents.

iii. Entire Resolution Plan

The Resolution Plan along with its Annexures constitutes the entire resolution
plan of the Resolution Applicant within the meaning of Section 30 of the IBC
and Regulation 38 of the CIRP Regulations and supersedes and cancels any prior
oral or written plan, agreement or understanding in this regard.

iv. Parity in Settlement

The Resolution Professional issued a notice dated 26 April 2018 inviting

all potential claimants to submit their proofs of Claim. This was published
in newspapers in accordance with Applicable Law. The Resolution
Applicant shall treat all creditors of the Company, that have any Claims
against the Company but who have neither filed their Claims nor
disputed as on the date of this Resolution Plan and whose names do not
appear in the Information Memorandum or List of Creditors as of the
date of this Resolution Plan, on par with their respective class as set out
in this Section 3. Accordingly, the Claims shall be settled at the value
specified to be payable to such class in this Resolution Plan and any
amount already paid to such class shall be proportionately divided with
the new claimants. Neither the Resolution Applicant, the Company nor
the SPV shall be required to pay any additional amounts on account of
such new Claims or increase in any claims.

v. Indemnity

The Resolution Applicant shall indemnify the Corporate Debtor, the CoC
evaluator and its representatives, the Resolution Professional and his team who
were officially assigned in relation to any aspects of the CIRP by the Resolution
Professional, and members of the CoC, in the event of any claims or actions
which may arise against the aforesaid parties in relation to the actions
undertaken in good faith by such persons on behalf of the Corporate Debtor
during the CIRP period and the transactions contemplated under the Process
Document arising out of or pursuant to the obligations of the Resolution
Applicant except in relation to any claims or actions which may arise due to
fraud, wilful default or negligence on part of any of these parties. This indemnity
shall survive from Effective Date until a period of 3 (three) years from the
Approval Date.

vi. Restrictions on change in shareholding and control

The Resolution Applicant undertakes that until the payment of Upfront

Consideration and Final Maturity Date of NCDs, the following restrictions shall
apply to it on any transfer of shares/ control of Corporate Debtor:

A. From the Transfer Date and till the occurrence of listing of shares of
Corporate Debtor/ any initial public offering (IPO) of the Corporate
Debtor, any transfer of shareholding / control in the Corporate Debtor
shall be made by the Resolution Applicant only to entities compliant
with Section 29A of the IBC.

B. Upon the occurrence of an IPO/ listing of securities of the Corporate

Debtor, the Resolution Applicant shall not knowingly or wilfully allow
any transfer of shareholding/control of the Corporate Debtor to any
entity that is not (to the Resolution Applicant’s knowledge) compliant
with Section 29A of the IBC.

Page 27 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

4. OVERVIEW OF THE RESOLUTION APPLICANT:

4.1. Identity details of The Resolution Applicant have been provided as follows:

The information required in sub-sections (A) to (I) below are provided for in Format III
of this Plan.

(A) Identity of the Resolution Applicant and other connected persons (i.e. (a)
persons who are promoters or in the or in the management or control of the
resolution applicant; (b) persons who will be promoters or in the
management or control of the business of the Company during the
implementation of the Resolution Plan; (c) holding company, subsidiary
company, associate company and related party of the persons referred to in
(a) and (b)).

In relation to the disclosure regarding “persons who will be promoters or in the

management or control of the business of the Company during the
implementation of the Resolution Plan”, please note that until the acquisition
of control by the Resolution Applicant over the Company, the Monitoring
Agency will monitor the management or control of the business of the Company
under the guidance of the Steering Committee. The Resolution Applicant will
also have representation in the Steering Committee to ensure that no actions
are taken which are not in compliance with the Resolution Plan or which are
against the strategy of the Resolution Applicant. After the acquisition of control
over the Company by the Resolution Applicant in the manner set out in
Annexure 2, the Resolution Applicant will implement the Resolution Plan and
become the promoter of the Company and be in control of the management of
the Company. Information about the Resolution Applicant and its connected
persons is already set out in Format III.

(B) Disclosure on being an undischarged insolvent under the law in India or any
law in a jurisdiction outside India.

(C) Conviction of the resolution applicant and other connected person for any
offence, if any, during the preceding five years.

(D) Criminal proceedings pending against the resolution applicant and other
connected person, if any.

(E) Disqualification, if any, under Companies Act, 2013, to act as a director,

applicable to the resolution applicant and the connected person.

(F) Identification as a wilful defaulter, if any, by any bank or financial institution or

consortium thereof in accordance with the guidelines of the Reserve Bank of
India of the resolution applicant or the connected person.

(G) Debarment, if any, from accessing to, or trading in, securities markets under
any order or directions of the Securities and Exchange Board of India, in relation
to the resolution applicant and connected person.

(H) Transactions, if any, with the Corporate Debtor in the preceding two years, of
the resolution applicant or connected person.

(I) Any other details as required to be provided under the Resolution Plan in terms
of the IBC.

4.2. The Resolution Applicant – Brief Profile

The Resolution Applicant, is a Category I Global Business Company, limited by

shares under the Mauritius Companies Act, 2001.

(A) Background of the Resolution Applicant:

The Resolution Applicant is a fund incorporated as a Category 1 Global Business

Company, having limited by shares under Mauritius Companies Act 2001 that
intends to invest in fast-growing sectors in India, Africa, South /South East Asia
Page 28 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

and GCC. Royale Partners Investment Fund Limited, Mauritius (i.e. the
Resolution Applicant) is owned by RPMG Investment LLC (“RPMG”). RPMG
focuses on Investment management, private equity, asset management and
proprietary trading. It is incorporated in Mauritius and headquartered in Dubai
with offices in Hong Kong.

In addition to the aforesaid, detailed background and identity of the Resolution

Applicant has been set out in Annexure 9.

(B) Details of experience in engineering, procurement and construction (EPC)/

Power/ Infrastructure/ Mining/ Real Estate Business, SWOT Analysis

RPMG group has a strong presence and connections in the UAE which can serve
as an additional market for the Company to win new projects to help revive its
business. In addition, it has plans to make further investments in the EPC and
infrastructure sector in India with the objective of having synergies across
operations in the businesses being acquired. In this regard, the Resolution
Applicant has already signed a binding term sheet to acquire a majority stake in
a leading EPC company in India. In addition, the Resolution Applicant has the
mandate to invest in a large spectrum of sectors, including but not limited to
real estate development, oil blocks, financial services, technology, sports,
entertainment, online portals, etc. To give a perspective, the Resolution
Applicant has already completed or is in the process of completing some
prominent deals in these sectors, as highlighted in Item 3 of Annexure 9.

One of the board members of the Resolution Applicant and member of the core
investment advisory team, H.E. Sultan Ali Manea Mufreh Al Ahbabi, has more
than 15 fifteen years of rich experience in this sector and has been an
administrator with the Government of Abu Dhabi, Ministry of Presidential
Affairs as Head of Project Management and Chairman of RGB (Green Building).
He is a civil engineer by profession with a Civil Engineering Degree from UAE,
Masters of Structural Engineering and a Business Management Degree from
Texas A&M University in the USA. He is also a member of the American
Society of Civil Engineers (ASCE), Society of Engineers (India) and American
Academy of Project Management. His Excellency is also the Director of
Operations of His Highness Sheikh Mansour Engineering Office. His involvement
in the management of the Company post acquisition of the Company by the
Resolution Applicant shall contribute immensely to the expansion of the
business and expertise of the Company, specifically in the middle-eastern
region.

(C) Competitive edge

The group’s strong connects in the UAE market will enable the Company to bid
for international projects, in addition to growing domestically. The access to the
international markets will provide a strategic edge and also help in capturing
opportunities arising from infrastructure growth in other geographies. As set
out in sub-section (B) above, the group’s foray (present and near-future) will
also complement the business of the Corporate Debtor.

(D) The Resolution Applicant’s proven track record in honouring debt

commitments (including occurrence of any default/non-performing asset in
the past 3 years) including CIBIL score and if any group Company is under the
CIR process under IBC or recovery litigation

The group has no history of any debt defaults and enjoys more than sufficient
liquidity to implement the Resolution Plan and the financial proposal contained
herein. To complement and illustrate the aforesaid, a certificate of good
standing from its bank is enclosed in Annexure 7. Also, proof of funds is also
enclosed in Annexure 8.

(E) The Resolution Applicant’s External Credit rating/ Creditworthiness

The Resolution Applicant does not have a CIBIL Score as it is not incorporated
in India but the Resolution Applicant has not defaulted on any of its
indebtedness and currently does not have any debt from any bank or financial
Page 29 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

institution. To complement and illustrate the aforesaid, a certificate of good

standing from its bank is enclosed in Annexure 7. Also, proof of funds is also
enclosed in Annexure 8.

(F) The Resolution Applicant’s Financial Strength

The Resolution Applicant has available funds in excess of USD 300 million
(equivalent and in excess of INR 2100 Crores) for its investments, which is more
than sufficient for implementing the Resolution Plan. Proof of funds is enclosed
in Annexure 8.

(G) Record of regulatory compliance and corporate governance:

The Resolution Applicant has never defaulted on any regulatory compliances

and is in strict compliance of applicable regulatory provisions.

(H) Know Your Customer (KYC) Details of the Resolution Applicant and its Parent
Company

Please refer Annexure 6.

5. BUSINESS PLAN FOR THE COMPANY

The Resolution Applicant has prepared a business plan for the Corporate Debtor based on
information available in the data room, market information and technical/ operating/
commercial expertise of the Resolution Applicant.

With operational improvements, revenue is expected to grow gradually. In the FY 2020, which
will be the first year of operations, the revenue is estimated at INR 660 crores. The revenues
will gradually increase to around INR 3,400 crores and EBITDA of around INR 400 crores
reflecting operational improvement capability of the Corporate Debtor, thereby aligning the
Corporate Debtor with its competitors.

Such an approach is fundamental in the acquisition of distressed assets to ensure the ability of
the business to sustain any unforeseen events and remain viable for a long term.

On the basis of the information available in data room, we understand that the Corporate
Debtor has been experiencing a continuous dip in its Revenue and Order book. In the present
scenario, forming an Order Book by winning new orders is essential for the Corporate Debtor to
survive and sustain its operations.

Bidding for new projects would require infusion of working capital including for to meet
requirements of earnest money deposits (EMDs), advance bank guarantees (ABG) and
performance bank guarantees (PBG). Such details considered in the Plan are set out below.

INR Crore
Particulars FY20 FY21 FY22
Deposits and bank Guarantee (EMD, ABG and PBG) to build fresh order
400 418 405
book
Further, investment in the capital expenditure for growth would be evaluated and implemented
based on technical and market assessments. Further, the Resolution Applicant thereby requires
an additional NFB Limit of INR 400 crores from the Lenders to meet the working capital
requirements of the Company in order to achieve the desired level of operations. The Lenders
shall extend their support for providing the same or as an alternate should agree to cede charge
for providing priority charge (for such NFB Limits) on current assets of the Corporate Debtor in
favor of the lender(s) which shall be providing NFB Limits to the extent required.

(A) Reasons for present position of the Company and the turnaround plan.

The Corporate Debtor over the years has been facing a lot of challenges with respect to
the following:

• Dependency on group projects with no external presence.

• Delays in collection which led to liquidity issues.

Page 30 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

• Slowdown in the economy - infrastructure sector was majorly impacted due to

economic slowdown.

• Inability of the company to bid for projects due to non-availability of funds and
BG requirements.

The Resolution Applicant has studied the issues faced by the Corporate Debtor and
plans to turnaround the company as follows:

In order to augment the working capital of the company, the Resolution Applicant would
request the lenders to sanction fresh Non-Fund based working capital limits of INR 400
Crores as per the conditions already specified above. The Resolution applicant will focus
on core sectors such as Hydrocarbons, Pipelines (Water as well as Oil & Gas), Offshore,
Marine and Power, in which the Corporate Debtor has track record and further develop
capabilities in new areas such as Nuclear Power, Irrigation and Defence. Several steps
shall be taken to ensure timely recovery of dues and maintain a steady working capital
cycle. The Resolution Applicant shall also tie up with international technology licensors
so as to enable the company to bid for green-field and up-gradation work as well as niche
projects.
(B) Proposal for execution of the sale arrangement, if any.

Not applicable

(C) Action plan for building the capability required (technical, financial, manpower etc.)
to ramp up the scale of operations

Technical – The Resolution Applicant will build capabilities to focus on core sectors such
as Hydrocarbons, Pipelines (Water as well as Oil & Gas), Offshore, Marine and Power
and further develop capabilities in new areas such as Nuclear Power, Irrigation and
Defense. Resolution applicant shall also tie up with international technology licensors
so as to enable the company to bid for green-field and up-gradation work as well as
niche projects.

Financial - In order to augment the working capital of the company, the Resolution
Applicant would request the lenders to sanction fresh Non-Fund based working capital
facilities upto NFB limits of INR 400 Crores on conditions already specified above. This
shall be used to meet working capital requirements to build new order book. Bidding
for new projects would require infusion of working capital towards Earnest Money
Deposits (EMDs), Advance bank guarantees (ABG) and Performance Bank Guarantees
(PBG).

Manpower - With respect to existing employees of the Corporate Debtor, RPIF will roll-
out:

a. enhanced program for employees and their families through investments in

appropriate additional local facilities

b. long term incentive plan for executive and senior operational management

The Resolution Applicant proposes that the existing employees of the Corporate Debtor
will continue to be employed by the Corporate Debtor. Suitable augmentation of human
resources to implement the Resolution Plan will be undertaken by the Resolution
Applicant post the Effective Date if the same is required in the opinion of the Resolution
Applicant. The Resolution Applicant also reserves the right to rationalize the manpower
of the Corporate Debtor by replacing or removing key managerial personnel (KMP)
and/or other members of the senior management of the Corporate Debtor.

(D) Operational efficiencies expected, synergies with the existing business, contribution
to the operations of the proposed facilities

The Resolution Applicant is strategically looking at further investments in the EPC and
infrastructure sector in India. Consolidation of all the group interests that will be
acquired in due course, will be with the objective to build synergies to further improve

Page 31 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

operational efficiencies across all businesses including that of the Corporate Debtor.

(E) Action Plan to bid for future sale arrangements and raw material sourcing
arrangements.

The Resolution Applicant will focus on core sectors such as hydrocarbons, pipelines
(water as well as oil & gas), offshore, marine and power and further develop capabilities
in new areas such as nuclear power, irrigation and defence. The Resolution Applicant
shall also use its strong connects in overseas markets to win new projects in other
geographies to build international capabilities in addition to improving domestic
capabilities.

(F) Financial projections and assumptions

Please refer to Annexure 10

(G) Plan for operation and maintenance of the facilities.

In order to augment the working capital of the company, the Resolution Applicant
would require NFB limits on conditions already specified above to enable the Company
to bid for new projects and build the order book. The operational costs are estimated
in the financial projections which are provided in Annexure 10.

6. FINANCIAL PROPOSAL FOR THE COMPANY

The financial proposal is set out in section 3 and annexure 2 of the resolution plan. Indicative
timeline of events for implementation of the Resolution Plan is set out below.

• Obtaining of approvals for Implementation of the Resolution Plan:

On and from the date of the approval of the Resolution Plan by the NCLT, the obligation
of the Resolution Applicant to implement the Resolution Plan shall be subject to receipt
by the Resolution Applicant or the Company, as the case may be, of the requisite
consent, approval or permission of the CCI for the effective implementation of the
Resolution Plan, if applicable. The Resolution Applicant shall bear all costs and expenses
in respect of obtaining the aforesaid consents, approvals or permissions.
It is further clarified that if the above conditions precedent are not satisfied before the
expiry of the term of this Resolution Plan, this Resolution Plan shall not be effective or
operative and the Resolution Applicant or the SPV shall have no obligations whatsoever
under this Resolution Plan or otherwise to any Person or Governmental Authority.

• Indicative timelines for implementation of the Resolution Plan:

The Resolution Applicant assumes that the Monitoring Agency in consultation with the
Steering Committee will take all necessary actions and execute all documents/
agreements as may be required to maintain the Company as a going concern until The
Resolution Applicant acquires control over the Company in the manner set out in
Annexure 2 of this Resolution Plan. Subject to obtaining approvals as stated above, the
Resolution Applicant proposes to implement this Resolution Plan as per the following
indicative timelines, subject to receipt of relevant governmental approvals:

Action Indicative Timeline

Effective Date X
Payment of CIRP Costs
Capital Reduction of the Company
Infusion of funds by the Indian Co. into the Company
Payment of Admitted Workmen and Employees
X+ 30 Business Days
Dues
Payment of the Upfront Payment to the Financial
Creditors
Payment of Upfront Consideration
Issuance of SPV NCDs

Note:
Page 32 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

1. The Resolution Applicant seeks a time period of 30 Business days from the
Effective Date on a best effort basis, to implement the aforesaid steps of the
Resolution Plan as set out in Annexure 2, subject to receipt of Governmental
Approvals (except Merger and Hiving Off which will be carried out as soon as
practicable and when deemed appropriate by the Resolution Applicant). During
this period, the operations of the Company would be monitored by the
Monitoring Agency appointed under the Resolution Plan under the supervision
and control of the Resolution Applicant. The time period prescribed in the
Resolution Plan including (in this Section and in Annexure 2) is only an indicative
estimate and the actual time of completion of approvals from authorities and
regulators may be different (based on interaction with and facilitation by
necessary Governmental Authorities, including ROC) and approval for
additional time, if any will be sought, if needed from COC.

2. Upon approval of the Resolution Plan by the NCLT, necessary steps will be taken
to file the Resolution Plan, if necessary with various Governmental Authorities,
income tax authorities, various courts, tribunals and regulatory authorities
where proceedings with respect to the Company are pending, for disposal,
dismissal or withdrawal (as the case may be) of all such civil and criminal
proceedings. The application for CCI approval (if applicable) shall be made prior
to Approval Date (and shall be obtained on a best effort basis within 15 (fifteen)
days from the issuance of LOI), subject to the COC and the RP providing all
necessary information to Resolution Applicant.

3. The implementation timelines indicated above may accordingly change and this
Resolution Plan will be implemented in accordance with such approvals and
changed timelines.

4. The Resolution Applicant shall be vested with complete control and ownership
of all the cash flows/ receivables including cash accruals (arising after the date
of payment of Upfront Consideration), bank accounts of the Corporate Debtor
as soon as the Financial Creditors are paid the Upfront Consideration.

7. MANAGEMENT OF THE COMPANY

7.1. Implementation and Supervision of the Resolution Plan after the Effective Date

After the Effective Date, the implementation of the Resolution Plan will be
supervised by a suitable management team deployed by the Resolution
Applicant.

7.2. Appointment of Turnaround Experts

The Resolution Applicant intends to bring on board the best talent from its
already existing pool of management personnel and also envisages hiring
professional turnaround experts, as may be required. Resolution Applicant has
shortlisted professionals and will form a strong team comprising of professionals
having expertise in EPC sector as well as extensive experience in managing and
turnaround / revival of EPC companies globally.

7.3. Formation of Board

It is proposed that upon the Resolution Applicant/ SPV acquiring control over
the Corporate Debtor, the existing Board will be replaced by a new Board of
Directors constituted with adequate representation from the members of the
Resolution Applicant and independent directors in compliance with Applicable
Laws.

7.4. Appointment of CEO, COO, CFO and CS

The Resolution Applicant understands that existing key management personnel

of the Company are already in place to supervise operations of the Company.
However, the Resolution Applicant reserves the right to replace them with
appropriate persons of its choice.
Page 33 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

7.5. Managerial Competence and Technical Abilities

The Resolution Applicant has significant pool of senior management with vast
experience. The senior management team of the Company is provided below:

Mr. Sultan started his career at the Office of H. H. President as a

H.E. Sultan Ali
Civil Engineer where he was responsible for reviewing and
Manea Mufreh
overseeing technical reports and plans, specifications, and
Al Ahbabi
estimates; Training and mentoring staff and directing their work
on projects on day-to-day basis; Developing and implementation
of individual development plan (IDP) consistent with the
department plan which includes market focus, target clients, plan
for meeting client expectations, project capture strategies, and
milestones for evaluating personal IDP effectiveness and success
and review and overseeing plans for adequacy of application and
conformance to local laws and regulations.

He was then the Vice Chairman and Advisor to the Board at the
Dalma Mall (AED 1.6 billion) for a brief period

He was then the Head of Project Management & Follow-up at the

Ministry of Presidential Affairs in 2005 where he was the Lead
member in the Technical Committee. He Led the implementation
of department plan and established goals for the office; managed
several projects in parallel with competing deadlines; Monitored
and managed day-to-day operations of projects, including
developing short and long-range goals, objectives and budgets,
coordinating activities with co-workers, clients and government
entities, overseeing records maintenance, monitoring budgets,
approving and monitoring expenditures, overseeing reporting
requirements; and evaluating program or project service delivery
and cost effectiveness.

He was also a Board Member at the Reem Green Building

Company from 2008 to 2012.

Mr. Sultan is now the Director of Operations at His Highness Sheikh

Mansour Engineering Office. His role is as under:
• Establishing vision, mission and values for the company.
• Governing the organization by establishing broad policies and
objectives.
• Getting ISO certificates for the office.
• Aligning the office deliverables with the His Highness vision.
• Leading the expansion of the office team of 10 employees to
over 130 employees
• Managing and delivering projects in a very competitive time
frame while preserving high quality standards locally and
overseas (The projects are very large and confidential in nature
– cannot provide details of such projects – these include various
development projects in the UAE and abroad)

He has also won an award from Citybuild construction awards as

the young engineer of UAE for 2011.

Mr. Sultan holds the following degrees:

Doctoral Degree in Business Administration from Abu Dhabi
University, United Arab Emirates - May, 2017
Masters in Construction & Engineering Management from Texas
A&M University, United States - May, 2007
Certificate in Business - Texas A&M University from Mays Business
School, United States - May, 2007
Bachelors in Civil & Environmental Engineering from UAE
University, United Arab Emirates - December, 2002

Page 34 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

He is currently the member of American Society of Civil Engineers

(ASCE), Society of Engineers – UAE and American Academy of
Project Management
The company has Mr. Mayur Mukul Ghule as the Director and Mr. P.H. Subramani as
the Chief Financial Officer.

The Resolution Applicant has also identified significant pool of resources with
vast experience. An indicative list of the senior management team of the
Company is provided below:

Mr. P.K. Bishnoi holds a degree in Petroleum Engineer from Indian

Mr. P.K. Bishnoi
School of Mines, Dhanbad (IIT) and Post Graduate Diploma in
Business Management (MBA) from Indian Institute of
Management, Ahmedabad (lIM-A)
After his graduation, he joined Larsen & Toubro, Mumbai-
Petroleum Equipment Division and later shifted to L&T
Construction Equipment Division wherein he was involved in
launching hydraulic excavators in India.

After his MBA, he joined the Planning Commission, New Delhi in

Project Appraisal team, as a Consultant where he was involved in
economic analysis and appraisals of large projects of national
importance in sectors like petroleum, coal, civil aviation etc.

Mr P.K. Bishnoi then joined M/s. Balmer Lawrie & Co. Ltd., a
Central Public Sector Undertaking under the administrative control
of Ministry of Petroleum & Natural Gas and held positions in
several business activities like project management, market
surveys/feasibility report preparations, corporate planning etc. He
led the Strategic Business Unit (SBU), post which he joined
Rashtriya Ispat Nigam Ltd. (RINL), a Central PSU under the
administrative control of the Ministry of Steel as Director (Finance)
and Member of the Board in April, 2004. He was then elevated to
the position of Chairman-cum-Managing Director in May, 2007.

Mr. Bishnoi has served on Boards of several joint venture,

associate and subsidiary companies floated by Balmer Lawrie &
Co. Ltd. And RINL in the areas of aviation lubricants, industrial
packaging, shipping containers, leasing of multi modal containers
(an NBFC), iron ore mining, company to manufacture railway axle
etc.

Boards of Trade Bodies :

• 2002 to 2004 and 2009 to 2011(4 years)
Standing council of Public enterprises
• May 2007 to July 2011 (over 4 years )
World Steel Association.

Academics:
• Degree in Petroleum Engineering from Indian School of Mines,
Dhanbad (IIT)
• Post Graduate Diploma in Business Management from Indian
Institute of Management (IIMA)
• Management Program at Oxford, UK -1986
• Programme on Utility Regulatory at World Bank, Florida
University (USA)-2014

Mr. V Nandakumar has a professional career spanning over 41 years

Mr. V
and was the Head of Engineering at Essar Projects (India) Limited as
Nandakumar
the Global Chief Executive Officer of Engineering Business. He
joined Essar Steel in November 2005 as Director of EPCM Division
at M-1 Level with specific assignment of building a totally
integrated Engineering Services Company for carrying out
engineering from conceptual to commissioning stage in the field of
Page 35 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

steel, power and hydrocarbon. In a span of five years as Director,

he formed a team of around 1100 engineers from all engineering
disciplines that carries out all engineering activities of the Essar
Group.

He has experience in progressively responsible positions comprising

of 31 years with MECON and 2 years with Roneo Vickers (I) and
balance in Essar. He has specific experience in steel technology,
project management and business development/marketing.

Prior to joining Essar he served as the Chairman-cum- Managing

Director of MECON, where he created a number of benchmarks. He
steered MECON and created number of Benchmarks in collection
targets (18 crores in a month), order booking (30 crores in a month)
and also to get first year of profit after continuous loss making for 6
years. During his career with MECON, he was promoted to the next
grade as a single candidate in record period of 3 years in two
consecutive senior positions of the company.

Academics:
• BE (Honours) Mech –NIT Trichy
• Mechanical Engineer–(Project Management) Canada

Mr. Mahapatra has a professional career spanning over 38 years; of

Mr. P C
which 8 years of experience in BHEL in Projects of various rated
Mahapatra
capacity Power Plants and 30 year experience in
RINL/Visakhapatnam Steel Plant, an Integrated Steel Plant.

Mr. Mahapatra has been serving as a Board member of RINL, and

has been involved in decision makings at Corporate Level.
As Head of Projects, he is responsible for expansion of projects
including major up-gradation / modernization projects right from
Specification stage, he headed enhancement of the installed
capacity of RINL, Visakhapatnam Steel Plant, an Integrated Steel
Plant, from 3.00 MTPA to 6.30 MTPA, by commissioning all
expansion units right from Raw Material Handling Plant to Rolling
Mills.
In his journey at RINL Mr. Mahapatra has guided RINL's Projects
division in further enhancing it's Capacity to 7.3MTPA by
commissioning one more LD Converter and Continuous Caster in
Steel Melt Shop-2. Was the backbone for RINL's prestigious project
for manufacturing Forged Wheels for Railways that is coming up at
Lalgunj, Raebareli, with a capacity of 100,000 Wheels/annum.
Exploring the possibilities for further expanding RINL to 20 MTPA in
2-3 stages.
Some of key milestones achieved during his tenure were :
▪ Commissioning of 3.0MT Project units and subsequent
Operation/ Maintenance of various equipment,
▪ Head of Department in Two Rolling Mills,
▪ Head of Maintenance of Total Plant
▪ Head of Projects Division & member of Board and dealing
with Projects worth Rs. 25,000 Crores for capacity increase
from 3MT to 6.3 MT and subsequently to 7.3MT through
Modernisation/Upgradation of existing units.
▪ Long term plans for product diversification and joint ventures
Academics:
• B.Sc(Engineering)-Hons., Mechanical Engineering (National
Institute of Technology Rourkela) – 1980
Mr R.K.Singh has a professional career spanning over 35 years. Over
Mr. R.K.Singh
the many years of experience, he has held several key positions and
handled mission critical roles across various industry segments.
Mr. Singh has been serving as a Board member of Navratna and
Fortune 500 listed company Bharat Petroleum Corporation Limited
for the 7 ½ years.

Page 36 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Prior to this, he was the Chairman & Managing Director at Bharat

Petroleum Corporation Limited. Among the three public sector oil
marketing companies, he was instrumental in ensuring the best
valuation for the organization from the investor’s perspective which
reflected in the increase in share price as compared to that of peers
and the benchmark index.
In his journey at BPCL, he has held other positions Director -
Refineries, Executive Director – LPG, As Director, he has also been
on the boards of the JVC and subsidiary companies. Mr Singh has
managed various other assignments covering Maintenance,
Operations, Planning, Technical Development and Procurement.
Some of key milestones achieved during his tenure were :
▪ Setting up and commissioning of the lube plant in Mumbai
Refinery.
▪ Planning and executing the Kochi refinery from 6MMT to 9.5
MMT within the target schedule and budget.
Academics:
• BE (Honours) Mechanical - Benares Hindu University
• Executive Management Course – IIM Ahmedabad /ASCI
Hyderabad

The Resolution Applicant reserves the right to change the list of proposed management
team members as may be required.

7.6. Appointment of Auditors (Statutory and Internal)

The Resolution Applicant shall have the right to replace the existing auditors
(statutory and internal) of the Company and appoint new auditors as deemed fit
by The Resolution Applicant upon acquisition of the control over the Company
by the Resolution Applicant pursuant to the Resolution Plan.

7.7. Retention of employees

The Resolution Applicant would assess employee retention and further hiring of
employees, based on the business plan.

The Resolution Applicant and the management team reserves the right to
renegotiate the contract terms of existing employees / workmen / consultants.

Further, the employees / workmen / consultants would have no claims against

the Company or the Resolution Applicant for period before the Effective Date
and this Resolution Plan, shall be binding on employees / workmen / consultants
of the Company on and from the Effective Date.

The Resolution Applicant would not be liable to honor any commitment made
by the erstwhile management of the Company or the Existing Promoters in
respect of employees / workmen / consultants or their union in so much as it
refers to continued employment and perquisites for employees unless required
under Applicable Law and specifically mentioned in the new contracts of the
continuing workforce.

The Resolution Applicant have the right to rationalise the employment force and
change the terms of the employment conditions of the employees of the
Corporate Debtor subject to Applicable Law. The Resolution Applicant will, at all
times during the implementation of Plan and thereafter ensure compliance with
Applicable Laws with respect to labor and employment in the concerned
jurisdiction.

7.8. Other key terms pertaining to the acquisition of Control of the Company

(i) Maintenance of the Company by the Monitoring Agency as a going concern: The
Monitoring Agency will on a best effort basis take all such actions and execute
all such documents/ agreements as may be required to maintain the Company
Page 37 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

as a going concern until the Resolution Applicant acquire control over the
Company in the manner set out under Annexure 2 of this Resolution Plan.

(ii) On and from the NCLT Approval Date until the Transfer Date, the Resolution
Professional and/or any Financial Creditor shall not (i) take any action which are
specified in Section 28 of IBC or any action which would materially impact the
Resolution Plan, provided that actions taken by the Resolution Professional
and/or the Financial Creditor to protect or defend the actions or decisions
undertaken during the CIRP shall not be considered as an action that materially
impacts the Resolution Plan; and (ii) transfer, encumber, alienate or dispose of
any of the assets or interest of the Company or enforce any Encumbrance or
security interest created by the Company or on the securities of the Company.
It is hereby clarified that this shall not be a condition to the implementation of
the Resolution Plan.

(iii) Applications for approvals: The Monitoring Agency will sign all applications on
behalf of the Company that are proposed to be made to the CCI (if applicable
and not already obtained before Approval Date), NCLT or any other
Governmental Authorities to obtain the necessary approvals (as specified in this
Resolution Plan) for implementation of this Resolution Plan within the timelines
set out herein.

(iv) The payment to Persons contemplated in this Resolution Plan (including Section
3) shall be the full and final performance and satisfaction of all its obligations of
the Company, the SPV and the Resolution Applicant to such Persons and all
Claims (including, for the avoidance of doubt, any unverified portion of their
Claims) of such Persons against the Company.

Page 38 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Annexure 1: Definitions and Rules of Interpretation

Part A: List of Defined Terms

Defined Term Meaning

Admitted Debt shall have the meaning ascribed to such term in Section 2 of the Resolution
Plan.
Admitted Debt of shall have the meaning ascribed to such term under Section 3.2.ii of the
Financial Creditors Resolution Plan.
Applicable Law All applicable statutes, enactments or acts of any legislative body in India,
laws, ordinances, rules, bye-laws, regulations, notifications, guidelines,
policies, directions, directives and orders of any Governmental Authority or
any licenses, consents or approvals granted by any Governmental Authority,
and any modifications or re-enactments of each thereof.
Approval Date shall mean the date on which the approval of the NCLT is received.
Board/ Board of Board of directors of the Company
Directors
Business Day shall mean a day (other than a Saturday or Sunday or public holiday) on
which banks are open for general business in Mumbai.
CA 2013 The Companies Act, 2013 (as amended from time to time) and or Companies
Act, 1956 (to the extent applicable)
Capital Reduction shall have the meaning ascribed to such term in Annexure 2 of this
Resolution Plan
Claim(s) A right to payment, right to remedy arising pursuant to a contract, under any
law for the time being in force, if such breach gives rise to a right to payment,
whether or not such right is reduced to judgment, fixed, disputed,
undisputed, legal, equitable, matured, unmatured, secured or unsecured,
contingent, crystallized or fructified, of any nature whatsoever including
interest, damages, sanctions, penalties and fines whether claimed by any
Governmental Authority, supplier, creditor or any other Person
CCI The Competition Commission of India
CEO Chief Executive Officer
CFO Chief Financial Officer
COO Chief Operating Officer
CIRP Corporate Insolvency Resolution Process
CIRP Costs The costs arising on account of the CIRP as determined in accordance with
Section 5 (13) (e) of the IBC read with Regulation 31 of the CIRP Regulations.
CIRP Regulations The Insolvency and Bankruptcy Board of India (Insolvency Resolution Process
for Corporate Persons) Regulations, 2016 (as amended from time to time).
COC Committee of Creditors of the Company
Company or EPC Constructions India Limited, a public listed company incorporated under
Corporate Debtor or Companies Act, 1956 and having its registered office at Tower II, Equinox
ECIL Business Park (Peninsula Techno- Park), Off BKC, LBS Marg, Kurla (West)
Mumbai 400070 MH

Competition Act Competition Act, 2002 (as amended from time to time)
Consenting Financial Means each Financial Creditor which approves the Plan in the meeting of the
Creditors COC pursuant to section 30 of the IBC.
Data Room The virtual data room maintained by the Resolution Professional or any other
person on his behalf, created for the Resolution Applicant(s) to access
information in relation to the Company and was made available to the
Resolution Applicant and its representatives to access the information for
the submission of the Resolution Plan.

Page 39 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Defined Term Meaning

Debt Collateral shall mean along with rights, title and interest in the related / underlying
financing documents pertaining to the Loans assigned by the Financial
Creditors in accordance with this Plan, all agreements, deeds and documents
related thereto and all underlying collateral and underlying Encumbrances
and/or pledges created to secure the Loans, and/or guarantees issued in
respect of the Loans, which the Financial Creditors are entitled to, but
excluding the Identified Excluded Collateral.
Deferred Has the meaning given to it in paragraph F of Annexure 2.
Consideration
EBITDA The earnings of the Company, before exceptional and extra ordinary items,
interest expense, taxes, depreciation and amortization, calculated as per
Indian generally accepted accounting principles.
Effective Date Such date as may be agreed between the Resolution Applicant and the COC,
on which the Resolution Plan shall become operative or the date of (a)
approval of the Resolution Plan by the NCLT; (b) receipt of CCI Approval (if
applicable) for the implementation of the Resolution Plan, whichever is later.
Reference in this Resolution Plan to the date of ‘coming into effect of this
Resolution Plan’ or the ‘Resolution Plan becoming effective’ or ‘Resolution
Plan being made effective’ shall mean the ‘Effective Date’.
Encumbrance Any mortgage, pledge, options, equitable interest, assignment by way of
security, hypothecation, right of other Person, claim, security interest,
encumbrance, title defect, title retention agreement, voting trust
agreement, interest, lien, charge, restriction or limitation of any nature
whatsoever, encroachment, right of way, easementary rights, including
restriction on use, voting rights, transfer, receipt of income or exercise of any
other right related to ownership, or any other security interest of any kind
whatsoever, or any arrangement, whether conditional or otherwise, to
create any of the above and includes any arrangement that has the
commercial effect of an encumbrance or security interest
Existing Promoters The existing promoters and promoter group of each of the Company as per
their respective regulatory or stock exchange filings at any point of time,
prior to the Effective Date.
Existing Receivables shall mean all receivables appearing in the balance sheets of the Corporate
Debtor as on the date when Upfront Consideration is received and SPV NCDs
are issued, whichever is later
Financial Creditor shall have the meaning ascribed to such term under Section 2 of this
Resolution Plan.
Financial Proposal The financial proposal formulated by the Resolution Applicant described in
Section 6 of this Resolution Plan.
FY Financial Year
Governmental The President of India, the GOI, the Governor and the Government of any
Authority State in India, any Ministry or Department of the same, any municipal or local
government authority, any authority or private body exercising powers
conferred by Applicable Law and any court, tribunal, commission or other
judicial or quasi-judicial body, and shall include, without limitation, any stock
exchange, depository and any regulatory body
HR Human Resources
IBC The Insolvency and Bankruptcy Code, 2016 (as amended from time to time)
and the allied rules and regulations including the CIRP Regulations (as
amended from time to time)
Identified Excluded shall mean the rights, title and interest in the underlying collateral/
Collateral Encumbrance on third party assets created on behalf of the Corporate
Debtor to secure any Loans availed by the Corporate Debtor, which the
Financial Creditors shall remain entitled to and will not be assigned to the
SPV, and which are more particularly identified in Annexure 11 hereto.

Page 40 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Defined Term Meaning

Identified shall mean overseas subsidiaries and investments of the Corporate Debtor,
Subsidiaries and which are directly held by the Corporate Debtor and are identified by the
Investments Resolution Applicant for hiving off/ writing off any investment as envisaged
in the relevant step in Annexure 2.
IM or Information Information memorandum dated July 2018 issued for the CIRP of the
Memorandum Company by the Resolution Professional, as amended or modified from time
to time.
Monitoring Agency shall mean the Monitoring Agency identified by CoC in consultation with the
Resolution Applicant and appointed on such terms and conditions mutually
agreed between the parties thereto. It is hereby clarified that the Monitoring
Agency may also be the Resolution Professional and his team of experts.
INR or Rs. Indian Rupee, the lawful currency of the Republic of India.
Indian SPV shall mean a wholly owned subsidiary to be incorporated in India by the
Resolution Applicant as a special purpose vehicle for the purpose of
implementing this Resolution Plan, which shall be compliant with Section
29A or any other Indian entity forming part of Resolution Applicant and
which is/ will be compliant with Section 29A.
Insolvency 20 April 2018.
Commencement
Date
Interim Period shall have the meaning ascribed to such term under Section 3.10 of the
Resolution Plan.
Legal Advisors shall have the meaning ascribed to such term under Section 3.10 of the
Resolution Plan.
LOI Letter of Intent issued by the COC to the successful resolution applicant.
Loan means the aggregate of all amounts due and all other monies whatsoever
stipulated in or payable in relation to the Admitted Debt for Financial
Creditors, under the financing documents executed between the Financial
Creditors and the Company or any third part security provider/ guarantor in
relation thereto or executed by such parties in favor of Financial Creditors or
any trustee or agent thereof, including but not limited to the outstanding
principal, past overdues, future payments, interest charges for delayed
payments, indemnities and damages or other charges and/or all other
monies, if any, to be received by the Financial Creditors as assignor under the
aforesaid financing documents, including the proceeds of any enforcement
of the financing documents or any Encumbrance and/or pledge, created by
any Borrower/ third party guarantor/ security provider to secure the
repayment of the financial assistance under such financing documents
and/or any guarantee issued in relation thereto.
Liquidation Value shall have the meaning ascribed to such term under Section 2 of the
Resolution Plan.
List of Creditors List of creditors of Company as uploaded on the Company’s website.
Mauritian SPV shall mean a wholly owned subsidiary incorporated in Mauritius by the
Resolution Applicant as a special purpose vehicle for the purpose of
implementing this Resolution Plan.
Merger shall have the meaning ascribed to such term under Step 6 of Annexure 2 of
the Resolution Plan.
MCA Ministry of Corporate Affairs.
Monitoring Agency shall mean the Monitoring Agency identified by CoC in consultation with the
Resolution Applicant and appointed on such terms and conditions mutually
agreed between the parties thereto. It is hereby clarified that the Monitoring
Agency may also be the Resolution Professional and his team of experts.
NCDs shall mean the SPV NCDs and/or the New NCDs (as applicable).

Page 41 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Defined Term Meaning

NCLT or Adjudicating The National Company Law Tribunal as constituted under Section 408 of the
Authority CA 2013
New NCDs shall mean the secured unlisted redeemable non-convertible debentures
issued by the Company to the secured Financial Creditors, as more
particularly set out in paragraph (G) of Annexure 2 of this Resolution Plan
New Receivables shall mean all receivables which are booked on the balance sheets of the
Corporate Debtor the date when Upfront Consideration is received and SPV
NCDs are issued, whichever is later.
Non-Compliance Any delay, default, non-compliance, breach, violation, contravention by the
Company, any member or shareholder of the Company or any Person
associated with the Company in any manner under the terms of Applicable
Law or any agreement or arrangement binding on the Company along with
all fines, penalties, default interest, damages, and any amounts of
whatsoever nature in relation thereto
Operational Creditors shall have the meaning ascribed to such term under Section 2 of this
Resolution Plan.
Permits All consents, licenses, permits, permissions, authorisations, rights,
clarifications, approvals, clearances, confirmations, declarations, waivers,
exemptions, registrations, filings from or relating to any Governmental
Authority under Applicable Law
Priority Payment shall have the meaning ascribed to such term under Section 3.2.v of the
Resolution Plan.
Process Document The Process Document dated 4 October 2018 prepared by the Resolution
Professional and as amended from time to time
Provisional Balance shall mean the statement of assets and liabilities of the Company as set out
Sheet in the provisional balance sheet of the Company as of June 30, 2018 and as
uploaded on the Data Room
Resolution Plan This Amended and Restated insolvency resolution plan in relation to the
Company submitted by the Resolution Applicant in terms of the Process
Document.
Resolution Resolution Professional appointed under the IBC for undertaking the CIRP for
Professional or RP the Company
RBI The Reserve Bank of India
Steering Committee A committee comprising of members of the CoC and with adequate
representation of The Resolution Applicant in accordance with Applicable
Law
Secured Financial mean collectively, the Financial Creditors of the Corporate Debtor against
Creditors whom a description of their respective security interest has been set out in
the ‘List of Creditors’ as uploaded on the website of the Corporate Debtor.
ROC Registrar of Companies
SPV NCDs shall mean the secured unlisted redeemable non-convertible debentures
issued by the SPV to the secured Financial Creditors, as more particularly set
out in paragraph (E) of Annexure 2 of this Resolution Plan
Stock Exchanges BSE Limited and National Stock Exchange Limited
Taxation or Tax or All forms of taxes and statutory, governmental, state, provincial, local
Taxes governmental or municipal impositions, duties, contributions and levies and
whether levied by reference to income, profits, book profits, gains, net
wealth, asset values, turnover, goods, services, stamp duty, added value or
otherwise and shall further include payments in respect of or on account of
Tax, whether by way of deduction at source, advance tax, minimum alternate
tax or otherwise or attributable directly or primarily to the demerged
company, the resulting company, the transferor company or the transferee
company or any other Person and all penalties, charges, costs and interest
relating thereto

Page 42 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Defined Term Meaning

Unsecured Financial mean collectively all Financial Creditors of the Corporate Debtor other than
Creditors the Secured Financial Creditors
Upfront Shall have the meaning given to it in paragraph 3.2 (vi) of this Resolution
Consideration Plan.
Workmen Workmen of the Company as defined under Section 2(s) of the Industrial
Disputes Act, 1947

Part B: Rules of Interpretation of the Resolution Plan

Unless a contrary intention appears and unless inconsistent with the subject or context thereof, any
reference in this Resolution Plan to:

(i) Words denoting singular number only shall include the plural number and vice-versa;

(ii) Any agreement or instrument referred to in this Resolution Plan is a reference to that
agreement or instrument as amended, novated, supplemented, restated (however
fundamentally and whether or not more onerously) or replaced from time to time;

(iii) Reference to any legislation or Applicable Law shall include references to any such legislation or
Applicable Law as it may, after the date hereof, from time to time, be amended, supplemented
or re-enacted and any successor legislation or Applicable Law, and any reference to a statutory
provision shall include any subordinate legislation made from time to time under that provision;

(iv) Unless otherwise stated, (i) all references in this Resolution Plan to Sections, Schedules,
Annexures and Appendices shall be construed as a reference to the Sections, Schedules,
Annexures and Appendices of this Resolution Plan; and (ii) any reference to Paragraphs in an
Annexure shall be construed as a reference to the Paragraphs of that Annexure;

(v) All references to the term ‘Person’ shall include an individual, natural person, corporation,
partnership, limited liability partnership, joint venture, a trust, body corporate, association,
company, Governmental Authority and in case of a company and a body corporate shall include
their respective successors and assigns and in case of any individual his or her respective legal
representative, administrators, executors and heirs and in case of trust shall include the
trustee(s) for the time being and from time to time. The term ‘Persons’ shall be construed
accordingly;

(vi) Capitalised terms defined by inclusion in quotations and/ or parenthesis have the meanings so
ascribed; and

(vii) All terms and words not defined in this Resolution Plan shall, unless repugnant or contrary to
the context or meaning thereof, have the same meaning ascribed to them under the IBC, the
CIRP Regulations, the CA 2013, the Securities Contracts (Regulation) Act, 1956, the Depositories
Act, 1996, the Income-Tax Act, 1961 (“IT Act”) and other Applicable Law, rules, regulations, bye
laws, as the case may be, including any statutory modification or re-enactment thereof from
time to time.

(viii) Any statement in the Resolution Plan in relation to The Resolution Applicant’s financial
information (including but not limited to EBITDA, revenues, sales turnover, cash, cash
equivalents, bank balance and Net Debt) shall be considered on a consolidated basis.

Page 43 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Annexure 2: Structure for Acquisition of Control over the Company by the Resolution Applicant

Current shareholding pattern of the Company:

Shareholding pattern as on 20 April 2018:

Sr Category of shareholder Current shareholding

No. No. of shares %
1 Essar Project Limited, Dubai 123,998,000 100%
2 Ms. Yogita Purohit Nominee of Essar Project Limited, Dubai -
4
3 Mr. Nitin Bhatt Nominee of Essar Project Limited, Dubai 4 -
4 Mr. Rupin Desai Nominee of Essar Project Limited, Dubai 4 -
5 Mr. Raghupati Mishra Nominee of Essar Project Limited, Dubai 8 -
6 Mr. Mohan Manral Nominee of Essar Project Limited, Dubai 4 -
7 Mr. Ravindra Mohnot Nominee of Essar Project Limited, Dubai 4 -
Total 123,998,028 100.00%
(Source: Information Memorandum)

As an integral part of the Resolution Plan, the Resolution Applicant proposes to acquire a controlling
stake in the Company in the manner set out in Section 7 of this Resolution Plan and upon
implementation of each of the following steps in the strict sequence set out hereunder:

Date of Resolution Plan ‘taking effect’ and ‘becoming operative’: The Resolution Plan as set out herein
in its present form or with any modification(s), as may be approved or imposed or directed by the NCLT,
shall become effective from the date of the approval of the Resolution Plan by NCLT, but shall be
operative from the Effective Date.

Subject to the terms and conditions provided under this Plan and as an integral part of this Plan, the
Resolution Applicant proposes to implement the Plan in terms of this Schedule and within the indicative
timelines set out here. All actions and deeds envisaged herein shall be deemed to have been undertaken
in terms of this Schedule without any specific approval or permission for each such actions and deed as
part of the approval of this Plan by the Adjudicating Authority/NCLT.

ACTIONS FOR IMPLEMENTATION OF RESOLUTION PLAN

I ACTIONS AFTER COC APPROVAL OF the RESOLUTION PLAN

(A) Incorporation of the SPV

On or prior to the approval of the Plan by the COC and issuance of the Letter of Intent by the
COC, the Resolution Applicant shall incorporate the Indian SPV and if required a Mauritian SPV
(together “(SPVs”)) in accordance with Applicable Laws and shall ensure each SPV is an entity
compliant with Section 29 A of the IBC.

II ACTIONS UPON EFFECTIVE DATE

Following steps shall take place in the order of sequence (except otherwise mentioned in any
step for any part of the step) mentioned below on the Effective Date (or at such date (s) as
may be agreed with Consenting Financial Creditors) and as an integral part of the Resolution
Plan. It is provided that the procedure, timeline and the sequence of steps listed below are
only indicative and that they may be rearranged as may be required based on discussion with
necessary Governmental Authorities (including the Registrar of Companies and CCI, as
applicable), and at all times in compliance with Applicable Law:

(B) Capitalisation of the SPV and the Company

(a) SPV shall be funded adequately by the Resolution Applicant or any of its Affiliates, by
infusing equity by subscribing to equity shares, subordinated debt and/or convertible
debt (whereby interest shall accrue but will not be paid until complete redemption of
NCDs) and / or preference shares of SPV, to an extent of an upfront amount of INR 420
Crores in order to undertake the transactions contemplated in this Plan, i.e. towards
settlement of CIRP Costs (to the extent unmet from out of the Company’s available cash
balances), Employee and Workmen Dues and Financial Creditors as envisaged in this
Resolution Plan.

Page 44 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

(b) The Resolution Applicant may after implementation of steps set out in this Annexure 2
(and prior to 31 March 2020), further would request for NFB Limits of INR 400 Crores
on conditions mentioned above to meet the working capital requirements of the
Company.

(c) The authorized share capital of the Company shall stand increased to such an amount
as may be required by the Resolution Applicant, to accommodate the issuance of new
equity shares to SPV in the manner set out below, and the capital clause of the
memorandum of association of the Corporate Debtor shall stand accordingly amended.

(d) At this stage, the Resolution Applicant or the SPV shall infuse INR 1 crore into the
Company towards equity share capital of the Company at par value or fair value
computed as per the provisions of Income Tax Act, whichever is higher and new equity
shares shall be issued to the SPV (“New Equity Shares”).

(e) It is clarified that the approval of this Resolution Plan by the NCLT shall be deemed
compliance with all procedural requirements including in terms of Section 61, Section
64, Companies (Share Capital and Debenture) Rules, 2014, other applicable provisions
of the 2013 Act and other Applicable Laws, for increase of authorised capital and other
steps contemplated hereunder and accordingly, no approval or consent shall be
necessary from any other Person/ Governmental Authority in relation to either of these
actions under any agreement, the constitution documents of the Company or under any
Applicable Law. All disclosures will be made in accordance with Applicable Law.

(C) Assignment of Debt for Upfront Consideration and Issuance of SPV NCDs as Deferred
Consideration

(i) Within 30 (thirty) Business Days of the Effective Date, but prior to the Merger, the entire
Claims and Admitted Debt of the Financial Creditors shall stand sold, assigned,
transferred and released to and unto the SPV as the Assignee, including the Debt
Collateral, by virtue of this Resolution Plan and in exchange for the Total Consideration
discharged in the manner specified below, provided, however that the all rights / claims
of the Financial Creditors in relation to the Identified Excluded Collateral shall continue
to subsist with the respective Financial Creditors and shall not stand extinguished and
the Financial Creditor having security interest over any Identified Excluded Collateral
shall be at liberty to initiate such action as it may deem appropriate even after
assignment of their Debt for their outstanding dues:

(ii) Upfront Consideration of INR 420 Crores shall be paid to the Financial Creditors
within 30 Business Days of the Effective Date but prior to Assignment; and

(ii) Deferred Consideration to be paid by way of issuance of SPV NCDs to the

Secured Financial Creditors for cumulative value equal to the Deferred
Consideration (ie balance consideration) for the Assignment, which shall be
issued on the terms prescribed below. The SPV shall execute a Debenture Trust
Deed in favour of the Debenture Trustee which will contain the broad terms set
out below and no additional restrictions.

TERMS DESCRIPTION

Principal Amount INR 480 crores

of NCDs (In
Crores)

Deemed Date of Within 7 days of the Approval Date

Allotment

Coupon Rate 8% p.a.

Coupon Payment Annual

Frequency

Page 45 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Day Count Basis “Actual/Actual” basis at the end of the year.

Coupon will be computed on an actual basis. Where the period for

which such amounts are to be calculated (start date to end date)
includes February 29, coupon shall be computed on 366 days a year
basis

Tenor 5 years

Redemption Principal moratorium of 1 year from the date of allotment.

schedule
At the 12 24 36 48 60
Total
end of months months months months months
% to
INR
0% 5% 20% 35% 40% 100%
480
Crores
Redemption of NCDs at the end of 24, 36, 48 and 60 months from the
date of allotment.
Security The SPV NCDs shall be secured by a charge on all existing assets of the
Company including charge on the Existing Receivables and current
assets as of as on the date when Upfront Consideration is received and
SPV NCDs are issued (whichever is later), but excluding any New
Receivables. The New Receivables and the current assets which have
arisen or arise after as on the date when Upfront Consideration is
received and SPV NCDs are issued (whichever is later)shall remain
unencumbered and may be, inter alia, assigned or Encumbered by the
Corporate Debtor in favour of any third party creditors without
requiring any further consent from the Financial Creditors.

Security creation and perfection shall be completed within 7 days from

the Deemed Date of Allotment.

Monetisation or liquidation of assets charged to NCD holders, shall not

require any approval from the lenders if the proceeds are utilized to
prepay/pay the NCD lenders.

Voluntary The Company shall have the right to redeem the NCDs partly or fully at
Redemption any point of time along with any unpaid but accrued interest, without
incurring any additional charges or redemption premium, provided that
the NCD Holders receive an IRR of 8%.
Trust and All Existing Receivables shall be deposited by the Corporate Debtor into
Retention a TRA designated by the COC prior to NCLT Approval Date.
Account (TRA)

Mandatory Early Any recovery /realization from Existing Receivables in a calendar month
Redemption after allotment of NCDs shall be utilized first towards the coupon
payable that year and thereafter for mandatory early redemption of the
SPV NCDs. .

Any prepayment, voluntary or mandatory towards principal shall be

adjusted in the order of maturity.

Debenture To be mutually appointed by the Resolution Applicant and the Financial

Trustee Creditors (to whom such NCDs are to be issued).

Form of Issuance Dematerialised

Purpose of the For assignment of the entire Admitted Debt of secured Financial
Issue Creditors

Page 46 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Depositories National Securities Depository Limited / Central Depository Services

Limited

Business Day Means a day (other than a Saturday, Sunday and any day which is a
Convention public holiday for the purpose of Section 25 of the Negotiable
Instruments Act, 1881 or a bank holiday) on which banks are open for
general business in Mumbai.

If the Coupon Payment Date and/or Redemption Date falls on a non-

Business Day, the payment shall be made by the Company on the
immediately preceding Business Day, which becomes the Coupon
Payment Date for that Coupon payment.

Governing Law Indian law

The SPV NCD issuance documents will be approved by the Steering Committee within 5
Business Days of approval of the Plan by the NCLT. Steering Committee and Monitoring
Agency shall facilitate all filings for the issuance of SPV NCDs, creation of security for
SPV NCDs and release of existing security.

(iii) Upon payment of consideration of INR 420 Crores and issuance of SPV NCDs,
the entire Claims and Admitted Debt of Financial Creditors along with Debt
Collateral shall stand assigned to the Indian SPV and no further amounts shall
be payable or action or documentation (unless requested by the Resolution
Applicant) shall be required for effectiveness of the Assignment. The Financial
Creditors shall, within 1 (one) Business Day of receipt of the Upfront
Consideration and issue of SPV NCDs, issue a receipt to the SPV, duly
acknowledging the receipt of Total Consideration and immediate completion of
assignment of Claims and Admitted Debt of Financial Creditors (along with Debt
Collateral but excluding Identified Excluded Collateral). The payment of the
Upfront Consideration and issuance of SPV NCDs to the Financial Creditors (to
be distributed within the Financial Creditors by themselves in such proportion
as they deem fit and specify) shall constitute full, final and complete discharge
of the obligation of the Resolution Applicant for the assignment to take effect.
The Financial Creditors by virtue of approving this Resolution Plan, in their
capacity as Assignors, hereby admit and acknowledge the sufficiency of the
Total Consideration (ie Upfront Consideration and issuance of NCDs for the
Deferred Consideration) and agree that it shall when made constitute full, final
and complete consideration for the Assignment.
(iv) Immediately upon the Admitted Debt being assigned to the SPV and creation and
perfection of SPV NCD Security, the SPV shall make necessary filings for issuance of
NCDs, release of the Debt Collateral and make necessary filings in this regard. The
Steering Committee and Monitoring Agency shall facilitate such filings unless a new
board has been constituted by the Resolution Applicant. Upon this step the only
encumbrance on the assets of the Corporate Debtor standing on such date shall be SPV
NCD Security.

(v) It is clarified that the approval of this Resolution Plan by the NCLT shall be deemed
compliance with all procedural requirements including in terms of Section 186 and
Section 185 the 2013 Act and the approval of the Resolution Plan by the NCLT shall be
deemed to be the consent of the shareholders, for creation of SPV NCD Security and
New NCD Security.

Page 47 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

(D) Selective Capital Reduction

(i) Under this step equity shares of the Corporate Debtor held by the existing shareholders of the
Corporate Debtor (except those held by Resolution Applicant or SPV, as applicable) to be
cancelled without any consideration.

(ii) The issued, subscribed and paid-up share capital of the Company i.e. 123,998,028 equity shares
of par value of INR 10 (Rupees Ten each), which is the existing share capital of the Company
before infusion of funds by the Resolution Applicant and/or the SPV and issuance of New Equity
Shares, shall be entirely reduced / extinguished / cancelled without any consideration payable
to such existing shareholders. The equity shareholding of the Corporate Debtor post capital
reduction shall be as follows:

Name of shareholder No. of shares

Resolution Applicant / SPV 1,000,000

(iii) Upon issuance of the new Equity Shares as contemplated in Step 2(a) above, the entire issued,
subscribed and paid-up equity and preference share capital of the Company (excluding the
shares held by the Resolution Applicant/ the SPV) shall stand extinguished in full.

(iv) Subsequent to the cancellation of the existing share capital, the entire share capital of Corporate
Debtor will be held by the Resolution Applicant/ the SPV and the SPV shall have entire control
of the Company. On the date of effectiveness of the capital reduction as specified above or such
earlier date as may be agreed between the Steering Committee (which shall be referred to as
the “Transfer Date”)), the nominees of the SPV shall be appointed as the directors of the
Company and the existing board shall stand vacated.

(v) The proposed reduction of equity share capital and preference share capital neither involves
diminution of any liability in respect of unpaid share capital nor payment to any shareholder of
any paid-up share capital. Accordingly, there is no outflow of/pay-out of funds from the
Corporate Debtor and hence the interests of creditors are not adversely affected.

(vi) The requirement of adding “and reduced” in the name of the Company to be dispensed with.

(vii) The approval of this Resolution Plan by the NCLT shall be deemed to have waived all the
procedural requirements in terms of Section 66 of the 2013 Act and the NCLT (Procedure for
Reduction of Share Capital), Rules 2016 and other applicable laws including LODR (if then
applicable).

(viii) The Resolution Applicant will comply with all the procedural requirements, if required.

(ix) For avoidance of doubt, the approval of the CoC to the Resolution Plan shall be deemed to be
the consent of the Financial Creditors to the Capital Reduction and that each of such Financial
Creditors, if so required shall provide its consent in the form that is required by the NCLT under
the Applicable Laws. Further, in terms of the IBC, approval of the shareholders of the Corporate
Debtor to the transactions contemplated under the Plan including the reduction of share capital
or merger shall be deemed to have been given on the Approval Date.

(E) Hiving off Identified Subsidiaries

(i) As an integral part of the Resolution Plan, the shares and other investments of the
Company in its Identified Subsidiaries shall be sold/transferred to the Mauritian SPV or
to any third party at its fair value (“Hiving Off”), which is expected to be lower than the
cost of investment in the Identified Subsidiaries, as the present fair market value of the
Identified Subsidiaries is negligible. This step shall take place prior to or simultaneously
with the Merger as envisaged in Step F below.

(F) Merger

(i) Immediately upon implementation of the aforesaid steps and as an integral part of the
Resolution Plan, the SPV (transferor company) will merge with the Company (transferee
company) (“Merger”). Below are the broad contours of the scheme of amalgamation:

- Any and all assets, liabilities, rights and obligations of the SPV, as the transferor
company, will be transferred to and vested in the Company, as the assets,

Page 48 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

liabilities, rights and obligations of the SPV, as the transferee company, will
become the assets, liabilities, rights and obligations of the Company, as the
transferee company.

- The authorized share capital of the SPV, as the transferor company, will be
merged with the authorized share capital of the Company, as the transferee
company. The Company will be entitled to take the benefit of the stamp duty
and registration fees already paid by the SPV, as the transferor company, on its
authorized share capital.

- the SPV, as the transferor company, will stand dissolved without winding up.

- In consideration of the merger, the Company, as the transferee company shall

issue its equity shares to the equity shareholders of the SPV in accordance with
the following share exchange ratio: for every 1 equity share having face value
of INR 10 each held in the SPV, the equity shareholders of the SPV will be issued
1 equity share of the Company having face value of INR 10 each held in the SPV.

- The Capital Reduction is to be deemed to have become effective prior to the

Merger becoming effective.

- All assets (including the Identified Subsidiaries) and liabilities shall be valued at
their respective fair values in the books of the Company.

- Further, in terms of the IBC, approval of the shareholders of the Corporate

Debtor to the transactions contemplated under the Plan including the merger
shall be deemed to have been given on the Approval Date.

(ii) Resolution Applicant will hold 100% of the total equity share capital of the Company (ie
the amalgamated entity) upon effectiveness of the Capital Reduction and the Merger.

Merger Scheme

A detailed merger scheme for this purpose shall be finalized in discussion with the COC prior to
approval of the Resolution Plan by the COC and attached as an Annexure 12 to this Plan and be
an integral part hereof.

(G) Restatement of entire Admitted Debt acquired by the SPV and Issuance of New NCDs

(i) On and from the date of the Merger becoming effective, the total Admitted Debt
acquired by the SPV from the secured Financial Creditors shall be fair valued at NIL
value.

(ii) Upon the Merger becoming effective upon the Approval Date as part of the Merger, the
Corporate Debtor (as the merged entity) in replacement of SPV NCDs, shall issue the
New NCDs to the secured Financial Creditors on identical terms as the SPV NCDs (which
will simultaneously stand extinguished), as more particularly set out in the table below.
The Company shall execute a Debenture Trust Deed in favour of the Debenture Trustee
which will contain the broad terms set out below and no additional restrictions.

(iii)

TERMS DESCRIPTION

Principal Amount INR 480 crores

of NCDs (In
Crores)

Deemed Date of Within 7 days of the Approval Date

Allotment

Coupon Rate 8% p.a.

Page 49 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Coupon Payment Annual

Frequency

Day Count Basis “Actual/Actual” basis at the end of the year.

Coupon will be computed on an actual basis. Where the period for

which such amounts are to be calculated (start date to end date)
includes February 29, coupon shall be computed on 366 days a year
basis

Tenor 5 years

Redemption Principal moratorium of 1 year from the date of allotment.

schedule
At the 12 24 36 48 60
Total
end of months months months months months
% to
INR
0% 5% 20% 35% 40% 100%
480
Crores
Redemption of NCDs at the end of 24, 36, 48 and 60 months from the
date of allotment.
Security The SPV NCDs shall be secured by a charge on all existing assets of the
Company including charge on the Existing Receivables and current
assets as of the date when Upfront Consideration is received and SPV
NCDs are issued(whichever is later), but excluding any New Receivables.
The New Receivables and the current assets which have arisen or arise
after the date the date when Upfront Consideration is received and SPV
NCDs are issued (whichever is later), shall remain unencumbered and
may be, inter alia, assigned or Encumbered by the Corporate Debtor in
favour of any third party creditors without requiring any further consent
from the Financial Creditors.

Security creation and perfection shall be completed within 7 days from

the Deemed Date of Allotment.

Monetisation or liquidation of assets charged to NCD holders, shall not

require any approval from the lenders if the proceeds are utilized to
prepay/pay the NCD lenders.

Voluntary The Company shall have the right to redeem the NCDs partly or fully at
Redemption any point of time along with any unpaid but accrued interest, without
incurring any additional charges or redemption premium, provided that
the NCD Holders receive an IRR of 8%.
Trust and All Existing Receivables shall be deposited by the Corporate Debtor into
Retention a TRA designated by the COC prior to NCLT Approval Date.
Account (TRA)

Mandatory Early Any recovery /realization from Existing Receivables in a calendar month
Redemption after allotment of NCDs shall be utilized first towards the coupon
payable that year and thereafter for mandatory early redemption of the
SPV NCDs. .

Any prepayment, voluntary or mandatory towards principal shall be

adjusted in the order of maturity.

Debenture To be mutually appointed by the Resolution Applicant and the Financial

Trustee Creditors (to whom such NCDs are to be issued).

Form of Issuance Dematerialised

Page 50 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Purpose of the For assignment of the entire Admitted Debt of secured Financial
Issue Creditors

Depositories National Securities Depository Limited / Central Depository Services

Limited

Business Day Means a day (other than a Saturday, Sunday and any day which is a
Convention public holiday for the purpose of Section 25 of the Negotiable
Instruments Act, 1881 or a bank holiday) on which banks are open for
general business in Mumbai.

If the Coupon Payment Date and/or Redemption Date falls on a non-

Business Day, the payment shall be made by the Company on the
immediately preceding Business Day, which becomes the Coupon
Payment Date for that Coupon payment.

Governing Law Indian law

The New NCD issuance documents will be in the same format as agreed between the
Steering Committee and the Resolution Applicant for SPV NCDs.

(iv) The Debenture Trustee shall release the SPV NCD Security and file all necessary forms
with the ROC for recording such release immediately upon creation of the New NCD
Security.

(v) Within 30 (thirty) days from the Merger becoming effective, the Financial Creditors
and/or their security trustee/ agents shall first file necessary filings/ forms with such
Governmental Authority as may be required to reflect the aforesaid assignment and
record issuance of New NCDs, creation of new charge for New NCD Security and release
of charge of SPV NCD Security, including with the Registrar of Companies. It is clarified
that the charge created for SPV NCD Security shall be released immediately (and no later
than one 1 (one) business day) after the charge for New NCD Security is created. The
Financial Creditors for this purpose shall issue such necessary letters as may be required
to effect released of SPV NCD Security.

(vi) Notwithstanding anything contained in this Plan, no payments over and above the
payments set out above shall be made by the Resolution Applicant.

Page 51 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Annexure 3: List of contingent liabilities

Particulars Amount
(INR Cr)
Statutory Contingent Liabilities
Department of State Tax, Maharashtra 11.15
Deputy Commissioner of Commercial Tax, Ranchi East, Ranchi 12.25
Deputy Commissioner of GST & CX, Division IV, Surat 0.92
Commissionerate
The Assistant Commissioner of Income Tax, Circle 6(2)(2), Mumbai 688.07
Direct Tax 50.06
VAT 229.80
Service Tax 42.20
Central Excise 2.71
Total Statutory Liabilities (A) 1,037.16
Other Contingent Liabilities (Guarantees availed by the subsidiary out of limits of the
Company)
Oil and Natural Gas Corporation Limited 5.57
Prothonotary & Master 4.00
Total Other Contingent Liabilities (B) 9.57
Total Contingent Liabilities (A+B) 1046.73

Page 52 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Annexure 4: Concessions, Reliefs and Dispensations

For the successful implementation of the Plan and effective resolution of the Corporate Debtor, the
Resolution Applicant seeks following reliefs, concessions and dispensations from the NCLT for the
effective and comprehensive resolution of the Corporate Debtor:

(a) The Central Board of Direct Taxes (“CBDT”) shall consider that for the purposes of Section 79 of
the Income Tax Act, 1961 any change in shareholding of the Corporate Debtor pursuant to the
Plan does not lead to lapse of brought forward losses of the Corporate Debtor. Additionally, any
write-offs should be allowed as a tax deduction in the year of such write-off.

(b) The CBDT to consider providing relief to the Corporate Debtor from all past litigations (including
all proceedings and appeals) pending at different levels and provide waiver and extinguishment
on all Tax dues (including those arising out of assessment claims) including interest and penalty
on such litigations.

(c) The CBDT under its notification dated 6 January 2018 has eased the applicability of provisions
relating to levy of Minimum Alternate Tax (“MAT”) for companies against whom CIRP has
commenced. In accordance with the aforesaid notification, the CBDT is requested to allow the
reduction of total amount of loss brought forward (including unabsorbed depreciation) from
the book profits of the Corporate Debtor for the purposes of levy under Section 115JB of the
Income Tax Act, 1961. The CBDT is also requested to waive and exempt all MAT and other
income tax liabilities arising on the Corporate Debtor and/or its successors on account of
settlement of Financial and Operational Creditors pursuant to implementation of this Plan.

(d) The Central Board of Excise and Customs / respective value-added Tax / entry Tax authorities /
to consider providing relief to the Corporate Debtor from all past litigations (including all
proceedings and appeals) pending at different levels and provide waiver from Tax dues
(including those arising out of assessment claims) including interest and penalty on such
litigations and proceedings.

(e) The respective authorities to consider providing relief from applicability of and payment of
Taxes including under the provisions of the Goods and Services Taxes Act, 2017 which may arise
as a result of implementation of the Plan either on the Resolution Applicant or the Corporate
Debtor or any other Person who is likely to be impacted due to implementation of the Plan.

(f) All Governmental Authorities to waive the non-compliances of the Corporate Debtor prior to
the Effective Date, including but not limited to the Companies Act, 2013, Foreign Exchange
Management Act, 1999 and Income Tax Act 1961 and all proceedings pending before judicial/
quasi-judicial/ administrative authorities to be withdrawn.

(g) Upon approval of the Plan by the NCLT, all claims and proceedings initiated by the Financial
Creditors against the Corporate Debtor and its officers/ directors (including the winding up
petitions filed against the Corporate Debtor and recovery proceedings initiated under the
SARFAESI Act) shall stand abated and extinguished.

(h) Dispensation from any approval required from the RBI for valuing Identified Subsidiaries in the
books of the Company at their present fair value and the Hiving Off of Identified Subsidiaries or
any consequential write-off of investment, under any applicable provisions, including but not
limited to Paragraph B.16 (3) of the Master Direction – Direct Investment by Residents in Joint
Venture (JV) / Wholly Owned Subsidiary (WOS) Abroad (bearing reference no Master Direction
– Direct Investment by Residents in Joint Venture (JV) / Wholly Owned Subsidiary (WOS)
Abroad) read with Notification No FEMA.120/RB-2004 dated 7 July 2004, (bearing reference No
GSR 757 (E) dated November 19, 2004) and Foreign Exchange Management (Transfer or Issue
of Any Foreign Security) Regulations, 2004, as amended or modified from time to time or
dispensation from any other approval required from RBI for transfer of Identified Subsidiaries
and Investments under any applicable law or regulation.

(i) The RBI to confirm that, on and from the Effective Date, all accounts of the Corporate Debtor
shall stand regularized and their asset classification shall be “standard” for the purposes of all
Applicable Laws.

(j) The Department of Registration and Stamps of each State of India and the Ministry of Corporate
Affairs to exempt the Resolution Applicant and the Corporate Debtor, from the levy of stamp
duty and fees applicable in relation to this Plan and its implementation.

Page 53 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

(k) All Governmental Authorities to grant any relief, concession or dispensation as may be required
for implementation of the transactions contemplated under the Plan in accordance with its
terms and conditions.

(l) On and from the Effective Date, all costs, charges, interest, damages and indemnities pursuant
to any rights accruing to a third party under any contracts or agreements executed between the
Corporate Debtor and such third party shall be deemed to be waived and extinguished.

(m) All the litigations, proceedings, inquiries, investigations, etc. pending before any courts/ quasi-
judicial/ Governmental Authorities (including RBI) shall be disposed of and all liabilities or
obligations in relation thereto, whether or not set out in the balance sheets of the Corporate
Debtor or the profit and loss account statements of the Corporate Debtor or the List of
Creditors, will be deemed to have been written off in full against a NIL value

(n) Notwithstanding the terms of any relevant agreements with third parties, the prior approval of
such counterparties shall not be required to be obtained for change in control / constitution of
the Corporate Debtor pursuant to the terms of this Plan and such counterparties: (i) shall waive
all objections / liabilities of the Corporate Debtor arising out of the initiation of corporate
insolvency resolution / bankruptcy proceedings involving the Corporate Debtor, appointment
of the Resolution Professional and in respect of the implementation of this Plan; (ii) shall waive
the right to suspend these agreements due to any previous delays / failures by the Corporate
Debtor to make payments under such agreements; and (iii) shall not terminate the relevant
agreements or take any adverse actions against the Corporate Debtor.

(o) All Permits and licenses of the Corporate Debtor which are due to expire before the Effective
Date or within 5 months thereafter, shall be renewed without any further charges being payable
by the Corporate Debtor or the Resolution Applicant. The Governmental Authorities shall
provide reasonable time to the Resolution Applicant to determine which licences may expire
within this time period and inform the Governmental Authorities of the same for renewing
them.

(p) Until the Effective Date, the Corporate Debtor and its shareholders would not be required to
compulsorily hold general meetings in the manner and at such frequencies as required under
the Companies Act, 2013 and may hold them only to the extent required in their discretion, and
no further consents should be required from the Registrar of Companies or the Ministry of
Corporate Affairs for this exemption.

(q) All contracts, deeds, bonds, agreements, indemnities or other similar rights or entitlements
whatsoever, schemes, arrangements and other instruments, permits, rights, entitlements,
licenses (including the licenses granted by any Governmental Authority, statutory or regulatory
bodies), tenancies, privileges, powers, facilities of every kind and description of whatsoever
nature in relation to the Company, or to the benefit of which the Company may be eligible and
which are subsisting or having effect immediately before the Order was passed by the NCLT,
shall by endorsement, delivery or recording of or by operation of Applicable Law pursuant to
the order of the NCLT sanctioning the Resolution Plan, and on this Resolution Plan becoming
effective be deemed to and continue to be valid and subsisting contracts, deeds, bonds,
agreements, indemnities or other similar rights or entitlements whatsoever, schemes,
arrangements and other instruments, permits, rights, entitlements, licenses (including the
licenses granted by any Governmental Authority) of the Company and any termination initiated
pursuant to the initiation of the CIRP for any reason (including change of control or
liquidation/insolvency related) shall be deemed to have not been terminated. Such contracts,
assets, properties and rights described hereinabove shall stand vested in the Resolution Plan
and shall be deemed to be the property and become the property by operation of Applicable
Law as an integral part of the Resolution Plan. Subject to the terms thereof, such contracts,
assets, rights and properties described above shall continue to be in full force and continue as
effective and shall be the legal and enforceable rights and interests of the Company, which can
be enforced and acted upon as fully and effectually as if there were no default or liabilities
accrued or to be accrued. In relation to the same, any procedural requirements required to be
fulfilled solely by the Company (and not by any of its successors), shall be deemed to be fulfilled
by the Company. The aforesaid is without prejudice to the right of termination available with
each of the contracting parties under the respective contracts or Applicable Law.

(r) Each asset (including properties, whether freehold, leasehold or license basis) of the Company
shall be vested in the Company free and clear of all Encumbrances from the Effective Date.

Page 54 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

(s) With effect from the Effective Date, all the Permits held or availed of by, and all rights and
benefits that have accrued to, the Company shall without any further act, instrument or deed
be transferred to, and vest in, or be deemed to have been vested in, and be available to, the
Company so as to become as and from the Effective Date, the Permits, estates, assets, rights,
title, interests and authorities of the Company and shall remain valid, effective and enforceable
on the same terms and conditions to the extent permissible in Applicable Laws.

(t) From the date of NCLT according its approval to the Plan and until reconstitution of the Board
by the Resolution Applicant on or after the Transfer Date, the Company’s Board shall have no
authority whatsoever to conduct the business of the Company and none of the decisions of the
Board of the Corporate Debtor will be valid and binding on the Monitoring Agency and Steering
Committee and/or the Corporate Debtor. The shareholders of the Corporate Debtor, from the
Approval Date and until effectiveness of the step of capital reduction (envisaged in Annexure 2)
and consequently, the Indian SPV holding the entire share capital (except with some nominees)
shall not pass any resolution without consent of the Resolution Applicant.

(u) On and from the Effective Date, all the guarantors/ third party security providers who have
provided/ issued any guarantees/ security (on their assets) for and on behalf and in order to
guarantee/ secure the debt of the Company (including but not limited to the Identified Excluded
Collateral), shall not be entitled to exercise any subrogation rights in respect of such guarantees/
security, on account of any invocation/ enforcement by the Financial Creditors of the Company
of such guarantee/ security in any circumstance.

Page 55 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Annexure 5: List of Litigations

Details of cases outstanding / initiated by Statutory Bodies as on 31 March 2018 as provided in the
Information Memorandum:

S.No. Location / State Authority Amount No. of

(INR Crore) Cases
I. Income Tax
1 Mumbai Income Tax Appellate Tribunal 67.30 5
2. Mumbai Commissioner of Income Tax (Appeals) 82.58 7
3 Gwalior Commissioner of Income Tax (Appeals) 0.02 1
Total 757.9 13
II. Sales Tax
4 Kolkata High Court 125.25 3
5 Kolkata Joint commissioner of Appeals 62.06 3
6 Gujarat High Court 13.29 1
7 Gujarat Joint Commissioner of Appeals 11.45 2
8 Jharkhand Deputy Commissioner of Appeals 12.25 3
9 Chattisgarh Commercial Tax Officer 5.44 2
Madhya Pradesh Commercial Tax Officer 6.77 3
10 Madhya Pradesh Madhya Pradesh Commercial Tax Board 1.90 1
11 Andhra Pradesh Sales Tax Appellate Tribunal 1.26 2
12 Kerala Deputy Commissioner of Appeals 2.39 2
Total 242.05 22
III. Service Tax
14 Andhra Pradesh The Customs, Excise and Service Tax Appellate 14.91 6
Tribunal
15 Gujarat Various Authorities under Central Excise and 4.11 6
Customs
16 Jharkhand Commissioner 20.66 1
17 Madhya Pradesh Various Authorities under Central Excise and 1.16 7
Customs
18 Maharashtra The Customs, Excise and Service Tax Appellate 0.13 1
Tribunal
19 Odhissa Various Authorities under Central Excise and 12.83 1
Customs
20 Rajasthan Commissioner (Appeals) 0.74 1
21 West Bengal Various Authorities under Central Excise and 1.97 5
Customs
Total 56.51 29
IV. Central Excise
22 Odisha The Directorate General of Central Excise 4.66 6
Intelligence, Bhubaneshwar
Total 4.66 6
Grand Total 1061.12 70

Details of cases initiated by Government Bodies as on 31st march, 2018 as provided in the Information
Memorandum:

Petitioner Court Claimed Amount (INR

Crore)
Indian Oil Corporation Limited Arbitration 464.37
Kerala State Transport Project Arbitration 181.54
Total 645.91

Page 56 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Annexure 6: KYC of the Resolution Applicant

< Annexures submitted along with the previous Resolution Plan submitted on 24th November, 2018
shall become an integral part of this Resolution Plan >

Annexure 7: Certificate of good standing from the bank of the Resolution Applicant

< Annexures submitted along with the previous Resolution Plan submitted on 24th November, 2018
shall become an integral part of this Resolution Plan >

Annexure 8: Statement of proof of funds

<Annexures submitted along with the previous Resolution Plan submitted on 24th November, 2018
shall become an integral part of this Resolution Plan >

Annexure 9: Detailed profile of the Resolution Applicant

< Annexures submitted along with the previous Resolution Plan submitted on 24th November, 2018
shall become an integral part of this Resolution Plan >

Page 57 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Annexure 10: Financial Projections

Profit and Loss Account

Rs. Crore
FY FY FY FY FY
Particulars
2020 2021 2022 2023 2024
Revenue
Construction Contract Revenue 400 1,220 2,108 2,814 3,178
Contract Revenue - Engineering & Fabrication 150 150 150 150 150
Other Operating Revenue - Leasing 110 110 110 110 110
Total Revenue 660 1,480 2,368 3,074 3,438
Cost of Sales
Operating Cost 521 1,169 1,871 2,429 2,716
Employee Cost 33 74 118 154 172
Total Cost of Sales 554 1,243 1,989 2,582 2,888
Other Expenses
Administration Expenses 26 59 95 123 138
EBITDA 79 178 284 369 413
Depreciation 48 40 36 32 29
EBIT 31 137 248 337 384
Finance Cost
NCD Coupon 38 38 36 29 15
BG commission 2 6 10 14 18
Sub-Total 40 44 47 43 34
PBT (9) 93 202 294 350
Tax - 28 74 107 124
Profit After Tax (9) 65 127 187 226
Creation of Provision for DRR 0 60 60 0 0
PAT After Provision for DRR (9) 5 67 187 226

Page 58 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Balance Sheet
Rs. Crore
01-04- FY FY FY FY FY
Particulars
2019 2020 2021 2022 2023 2024
Liabilities
Current Liabilities
Trade Payables 143 320 513 665 744
Other current liabilities 125 335 532 627 557
Progress payment received from
55 124 199 258 289
customers
Mobilization advances < 1 year 70 151 213 249 268
Provision for DRR - 60 120 120 -
Total Current Liabilities - 268 656 1,044 1,293 1,301
Non-Current Liabilities
Borrowings – NCD 480 480 456 360 192 -
Mobilization advances > 1 year 90 147 174 200 206
Total Non-Current Liabilities 480 570 603 534 392 206
Net Worth
Equity 420 420 420 420 420 420
Reserves & Surplus (9) (4) 63 250 567
Total Net Worth 420 411 416 483 670 987
Total Liabilities 900 1,249 1,674 2,061 2,354 2,495
Assets
Fixed Assets
Net Block 316 268 240 216 193 174
Non-Current Assets
Intangible Assets 205 205 205 205 205 205
Other Non-current assets 65 65 65 65 65 65
Total Non-Current Assets 587 538 510 486 464 444
Current Assets
Inventories 95 217 243 389 505 565
Trade Receivables - 136 304 389 505 565
Other Assets (unbilled revenue/ Others) - 217 365 584 674 754
Cash and cash equivalents (Including
- 137 237 187 177 167
banks)
DRR Account - 4 14 25 29 -
Current Investments 218 - - - - -
Total Current Assets 313 711 1,164 1,575 1,891 2,051
Total Assets 900 1,249 1,674 2,061 2,354 2,495

Page 59 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Cash Flow Statement:

Rs. Crore
01-04-
Particulars FY 2020 FY 2021 FY 2022 FY 2023 FY 2024
2019
EBITDA - 79 178 284 369 413
Total Inflows - 79 178 284 369 413
Add/(Less) : Changes in
Working Capital
Current Assets (256) (343) (450) (322) (199)
Current Liabilities 358 384 355 275 135
Equity Infusion 420 - - - - -
Proceeds from NCD 480 - - - - -
Net Inflows 900 181 219 189 321 349

Fixed Assets 521 - 12 11 10 9

Other CA 378 - - - - -
NCD Redemption - - 24 96 168 192
NCD Coupon - 40 44 47 43 34
Tax - - 28 74 107 124
DRR Account (15% of
- 4 11 11 4 -
redemption)
Total Outflow 900 44 120 239 331 359

Net Cash 0 137 100 (50) (10) (10)

Opening Cash (Cash + bank) - 0 137 237 187 177
Closing cash 0 137 237 187 177 167

DSCR Working:
Rs. Crore
Particulars FY 2020 FY 2021 FY 2022 FY 2023 FY 2024
EBITDA 79 178 284 369 413
Less: Taxes - 28 74 107 124
Maintenance capex - 12 11 10 9
Total (A) 79 137 199 252 279
Debt servicing
Interest on NCD 38 38 36 29 15
Redemption of NCD 0 24 96 168 192
Total payment towards NCD 38 62 132 197 207
Commission on NFBs - Bank 2 6 10 14 18
Guarantees
Total (B) 40 68 143 211 226
DSCR (A/B) 1.96 2.01 1.39 1.20 1.24
Average DSCR – 1.38
Assumptions:

Key Assumptions

1. Revenue Assumptions
Rs. Crore
Particulars FY FY FY FY FY
2020 2021 2022 2023 2024
Revenue from EPC Business 400 1,220 2,108 2,814 3,178
Contract Revenue - Engineering and fabrication 150 150 150 150 150
Other Operating Revenue - Leasing 110 110 110 110 110

2. Percentage of EMD/ABG/PBG requirement for bidding of new orders

Page 60 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Particulars %
EMD requirement 1.00%
ABG requirement 10.00%
PBG requirement 10.00%

a) EMD requirement
Rs. Crore
Particulars FY 2020 FY 2021 FY 2022 FY 2023 FY 2024
EMD Required 80 120 156 187 225
Less: EMD Released 40 100 138 172 206
Net EMD Required (A) 40 20 18 16 19
50% of these EMD’s will get released in the same financial year and balance 50% will get
released in the next financial year. Released EMDs will be further utilized for bidding for new
order book.

b) ABG requirement
Rs. Crore
Particulars FY 2020 FY 2021 FY 2022 FY 2023 FY 2024
ABG Required 200 260 299 344 344
Less: ABG Released 40 122 211 281 318
Net ABG Required (B) 160 138 88 62 26
This ABG will be released over four years. (1st year – 20%, 2nd year – 35%, 3rd year – 30% and
fourth year – 15%). All Advance Bank guarantees have been considered to be released and
utilized for the new projects
Particulars (Year) 1 2 3 4
ABG Release Schedule 20% 35% 30% 15%

c) PBG requirement
Rs. Crore
Particulars FY 2020 FY 2021 FY 2022 FY 2023 FY 2024
PBG Required 200 260 299 344 344
Less: PBG Released
Net PBG Required (C) 200 260 299 344 344
Performance Guarantee in the form of Bank Guarantee for an amount equivalent to 10% of
the Contract Price.

d) Mobilization Advance

Mobilization Advance, not exceeding 10% of contract value shall be provided to the Contractor
subject to furnishing the Performance
Rs. Crore
Particulars FY 2020 FY 2021 FY 2022 FY 2023 FY 2024
Mobilization Advance (%) 10% 10% 10% 10% 10%
Mobilization Advance
200 260 299 344 344
(INR Cr)

3. Other Profit and Loss and Balance Sheet Assumptions:

a) The overall EBITDA margin of 12% between FY20 to FY24

b) Operating cost has been assumed at 79%
c) Office Employee and Admin expenses has been assumed at 5% and 4% of revenue
respectively.
d) BG Commission cost – 1% p.a.
e) Maintenance capex is assumed as 5% of net WDV value of Plant and Machinery FY21
onwards.

Page 61 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

4. Working capital Assumptions

Particulars FY 2020 FY 2021 FY 2022 FY 2023 FY 2024

Stocks & Spares (Days) 120 60 60 60 60
Trade Receivables (Days) 75 75 60 60 60
Other Assets (Days) 120 90 90 80 80
Trade Payables (Days) 100 100 100 100 100
Mobilization Advance 10% 10% 10% 10% 10%

Page 62 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

5. NCD Redemption Schedule

Rs. Crore
Redemption Schedule of NCD FY 2020 FY 2021 FY 2022 FY 2023 FY 2024
Opening 480 480 456 360 192
Redemption % - 5% 20% 35% 40%
Redemption - 24 96 168 192
Closing 480 456 360 192 -
Coupon @ 8.00% p.a. 38 38 36 29 15
Total Payment to NCD holders 38 62 132 197 207

o Debenture Redemption Reserve (“DRR”)

Reserves required under applicable laws such as Debenture Redemption Reserve is
maintained in accordance with Companies Act, 2013 at 25% of the face value of
debentures issued. i.e. INR 120 Cr
Rs. Crore
Provision for DRR 2020 2021 2022 2023 2024
Opening Balance - 60 120 120
Addition - 60 60 - -
Addition % of INR 120 Cr 0% 50% 50% 0% 0%
Transfer to Reserve and Surplus 125
Closing Balance - 60 120 120 -

o Debenture Redemption Reserve Deposit Account

As per Rule 18(7) creating DRR to deposit at least 15% of debentures to be redeemed up to 31st
March of the next year.
Rs. Crore
DRR Account 2020 2021 2022 2023 2024
Opening Balance - 4 14 25 29
Addition (15% of debentures to
4 11 11 4 -
be redeemed next year)
Transfer to reserve and surplus - - - - 29
Closing Balance 4 14 25 29 -

Page 63 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Annexure 11: Identified Excluded Collateral

1. Equity shares AGC Networks Limited, India held by Essar Telecom Limited, Mauritius
2. Immoveable assets and movable assets of Essar Steel Minnesota LLC
3. 100% equity shares of Essar Steel Minnesota LLC
4. 13.8 Crore Equity shares of Essar Steel India Limited (constituting 4.5% of its equity share capital)

Page 64 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Annexure 12: Scheme of Amalagamation

SCHEME OF AMALGAMATION

OF

SPECIAL PURPOSE VEHICLE (SPV)

WITH

EPC CONSTRUCTIONS INDIA LIMITED (CORPORATE DEBTOR)

1. PREAMBLE

This Scheme of Amalgamation (“Scheme” as defined hereinafter) provides for amalgamation of the
Indian SPV with EPC Constructions India Limited (Corporate Identification Number:
U99999MH1989PLC053280). This Scheme also provides for various other matters consequential
thereto or otherwise integrally connected therewith. The Scheme should be construed to form an
integral part of the Resolution Plan.

2. DESCRIPTION OF COMPANIES

2.1 EPC Constructions India Limited (herein after referred to as “Transferee Company”) is inter alia
engaged in the business of engineering, procurement and construction.

2.2 Indian SPV (herein after referred to as “Transferor Company”) proposed to be engaged in the
business of engineering, procurement and construction. The Transferor Company is being formed
as a 100% direct (or indirect subsidiary of the Resolution Applicant through a subsidiary in
Mauritius) to implement the plan for the resolution of the insolvency of the Transferee Company,
which plan inter alia envisages the amalgamation of the Transferor Company into the Transferee
Company.

3. PARTS OF THE SCHEME:

This Scheme is divided into the following parts:

PART I deals with the definitions, interpretations and share capital of the Transferor Company
and the Transferee Company;
PART II deals with the amalgamation of the Transferor Company with the Transferee Company
and the consideration thereof;
PART III deals with the reorganization of share capital of the Transferee Company; and
PART IV deals with the general terms and conditions applicable to this Scheme and the
dissolution of the Transferor Company.

In terms of the effectiveness of the scheme it shall be deemed that Part II will be deemed to be
effective prior to Part III of the scheme. Further, the aforesaid parts of the scheme are not to be
treated as independent and severable.

4. OPERATION OF THE SCHEME

The reduction of share capital of the Transferee Company, prior to the amalgamation will cancel
the shareholding of the existing shareholders of Transferee Company and the subsequent
amalgamation of the Transferor Company with Transferee Company will combine the business
activities and operations of the Transferor Company and the Transferee Company into a single
company with effect from the Scheme Appointed Date (defined hereinafter) and shall be in
compliance with the provisions of the Income Tax Act, 1961, including Section 2(1B) or any
amendments thereto.

Pursuant to the amalgamation, Transferee Company shall issue and allot shares to the
shareholders of Transferor Company in the manner provided in Clause 15 as consideration for
the amalgamation.

Page 65 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

PART I

DEFINITIONS AND SHARE CAPITAL

5. DEFINITIONS

In addition to the terms defined elsewhere in this Scheme, the following capitalised terms shall
have the meaning set out below:
“Act” or “the Act” means the Companies Act, 2013 (including any statutory modifications(s) or
re-enactment(s) thereof) and rules and regulations made thereunder, for the time being in
force, and which may relate or are applicable to the arrangement;

“Scheme Appointed Date” means the Scheme Effective Date or any date as may be determined
mutually by the Board of the Transferor Company and the Transferee Company.

“Board” means the board of directors of the Transferor Company or the Transferee Company,
as the context may require, and shall include a duly constituted committee thereof;

“Code” means the Insolvency and Bankruptcy Code, 2016, as amended from time to time;

“Scheme Effective Date” means the last of the dates on which the conditions specified in Clause
21 of this Scheme are complied with or are waived by the Board of both the Transferor Company
and the Transferee Company. References in this scheme to the date of “coming into effect of
this Scheme” or “upon the Scheme being effective” shall mean the Scheme Effective Date;

“Employees” means all the employees of Transferor Company as on the Scheme Effective Date;

“National Company Law Tribunal” or “NCLT” means the National Company Law Tribunal having
jurisdiction over the Transferor Company and the Transferee Company;

“Resolution Applicant” means Royale Partners Investment Fund Limited, a fund incorporated
as a Category 1 Global Business Company, having limited by shares under Mauritius Companies
Act 2001.

“Resolution Plan” shall mean the resolution plan submitted by the Resolution Applicant in
connection with the corporate insolvency resolution process of the Transferee Company under
the Code; and

“Scheme” or “the Scheme” or “this Scheme” means this Scheme of Amalgamation in its present
form or this scheme with any modification(s), if any made, as per Clause 20 of the Scheme from
time to time, with the appropriate approvals and sanctions of the NCLT and other relevant
regulatory/statutory/governmental authorities, as may be required under the Act, and/or under
any other applicable laws.

6. Interpretation

6.1 In this Scheme, unless the context otherwise requires:

6.1.1 words denoting singular shall include plural and vice versa;

6.1.2 headings and bold typeface are only for convenience and shall be ignored for the
purposes of interpretation;

6.1.3 references to the word “include” or “including” shall be construed without limitation;

6.1.4 a reference to an article, clause, section, paragraph or schedule is, unless indicated to
the contrary, a reference to an article, clause, section, paragraph or schedule of this
Scheme;

6.1.5 unless otherwise defined, the reference to the word “days” shall mean calendar days;

6.1.6 references to dates and times shall be construed to be references to Indian dates and
times;

6.1.7 reference to a document includes an amendment or supplement to, or replacement or

Page 66 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

novation of, that document; and

6.1.8 word(s) and expression(s) elsewhere defined in the Scheme will have the meaning(s)
respectively ascribed to them.

7. SHARE CAPITAL

7.1 The authorised, issued, subscribed and paid-up share capital of the Transferee Company as on
31st March 2018 is as under:

Share Capital INR

Authorised Share Capital
13,00,00,000 equity shares of face value INR 10 each 1,30,00,00,000

Total 1,30,00,00,000
Issued, Subscribed and Paid-up Share Capital
1,23,99,60,280
12,39,96,028 equity shares of face value INR 10 each

Total 1,23,99,60,280

7.2 The authorised, issued, subscribed and paid-up share capital of the Transferor Company as on
31st March 2018 is as under:

There is no capital structure as the Company is proposed to be set up.

8. DATE OF TAKING EFFECT AND OPERATIVE DATE

The Scheme as set out herein in its present form or with any modification(s) as may be approved
or imposed or directed by the NCLT, shall become effective and operative from the Scheme
Appointed Date.

PART II

AMALGAMATION OF THE TRANSFEROR COMPANY WITH

THE TRANSFEREE COMPANY AND OTHER RELATED MATTERS

9. AMALGAMATION AND VESTING OF ASSETS AND LIABILITIES AND ENTIRE BUSINESS OF THE
TRANSFEROR COMPANY

9.1 Upon the Scheme becoming effective and with effect from the opening business hours of the
Scheme Appointed Date and pursuant to the applicable provisions of the Act and the Code, and
in accordance with provisions of Section 2(1B) of the Income Tax Act, 1961, the entire
undertaking of the Transferor Company along with all assets, liabilities, contracts, employees,
licenses, records, approvals, etc. being integral parts of the undertaking of the Transferor
Company shall, without any further act, instrument or deed, stand amalgamated with and be
vested in or be deemed to have been vested in the Transferee Company as a going concern so
as to become as and from the Scheme Appointed Date, the undertaking of the Transferee
Company by virtue of this Scheme.

9.2 Without prejudice to the generality of the above and to the extent applicable, unless otherwise
stated herein, upon this Scheme becoming effective and with effect from the Scheme Appointed
Date:

9.1.1 all assets of the Transferor Company, that are movable in nature or are otherwise
capable of transfer by physical or constructive delivery and/or by endorsement and
delivery or by operation of law pursuant to the vesting orders of the NCLT sanctioning
the Scheme, shall stand vested in the Transferee Company and shall be deemed to be
and have become the property of the Transferee Company by operation of law without
Page 67 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

any further act or execution of an instrument with the intent of vesting such assets in
the Transferee Company. The order sanctioning the Scheme shall operate in relation to
the movable property in accordance with its normal mode of vesting and as the context
may provide, by physical or constructive delivery, or by endorsement and delivery or by
mere operation of the order of the NCLT sanctioning the Scheme, in accordance with
the Act and the Code, as appropriate to the nature of the movable property vested. The
title to such property shall be deemed to have been mutated and recognised as that of
the Transferee Company;

9.1.2 all other movable properties of the Transferor Company, including investments in
shares (including subsidiaries), mutual funds, bonds and any other securities, sundry
debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for
value to be received, bank balances and deposits, if any, with Government, semi-
Government, local and other authorities and bodies, customers and other persons, shall
without any further act, instrument or deed, pursuant to the order of the NCLT and by
operation of law become the property of the Transferee Company, and the title thereof
together with all rights, interests or obligations therein shall be deemed to have been
mutated and recorded as that of the Transferee Company. All investments of the
Transferor Company shall be recorded in the name of the Transferee Company by
operation of law as transmission in favour of the Transferee Company as a successor in
interest and any documents of title in the name of the Transferor Company shall also
be deemed to have been mutated and recorded in the name of the Transferee Company
to the same extent and manner as originally held by the Transferor Company and
enabling the ownership, right, title and interest therein as if the Transferee Company
was originally the Transferor Company. Transferee Company shall subsequent to the
order of the NCLT be entitled to the delivery and possession of all documents of title of
such movable property in this regard;

9.1.3 all debts, liabilities, contingent liabilities, duties and obligations, secured or unsecured,
whether in Indian rupees or foreign currency, as provided for in the books of account
or disclosed in the balance sheets of the Transferor Company shall stand vested in the
Transferee Company and shall be deemed to be the debts, liabilities, contingent
liabilities, duties and obligations of the Transferee Company and the Transferee
Company shall assume and undertake to meet, discharge and satisfy the same. It is
hereby clarified that to give effect to the provisions of this clause it shall not be
necessary to obtain the consent of any third party or other person who is a party to any
contract or arrangement by virtue of which such debts, liabilities, duties and obligations
have arisen.;

9.1.4 all registrations, goodwill, licenses, domain names, applications for copyrights, trade
names and trademarks and other intellectual property rights, appertaining to the
Transferor Company, if any, shall stand vested in the Transferee Company without any
further act, instrument or deed;

9.1.5 all taxes (including but not limited to advance tax, tax deducted at source, taxes
withheld/paid in a foreign country, goods and services tax etc.) as the case may be, of
the Transferor Company, and shall be available to the Transferee Company.

9.1.6 the Transferee Company shall stand substituted in and shall always be deemed to have
been a party to all agreements, MOUs, deeds, contracts, rights of use of land, building,
plant, machinery, authorisations, permits, approvals, entitlements, subsidies, grants,
including any indemnities, guarantees or other similar rights and entitlements
whatsoever, etc. of whatever nature and wheresoever situated to which the Transferor
Company is a party, including any benefits to which the Transferor Company may be
eligible or entitled, and subsisting or being effective on or immediately before the
Scheme Effective Date (collectively referred to as “Agreements”) and all such
Agreements and all interests therein shall remain in full force and effect against or in
favour of the Transferee Company and shall be binding on and be enforceable by and
against the Transferee Company as fully and effectually as if the Transferee Company
had at all material times been a party thereto. The Transferee Company, if so required,
shall provide certified copies of the order of NCLT sanctioning the Scheme to the
counter parties to the Agreements for information purposes and such party or authority
shall make and duly record the necessary substitution or endorsement in the name of
the Transferee Company as successor, pursuant to such orders without any break in the
validity and enforceability of such Agreement. However, till the time such substitution/
Page 68 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

endorsement is effected, the Transferee Company shall always be deemed to a party to

all such Agreements and be allowed to operate in the name and style of the Transferor
Company. It is hereby clarified that all rates, fees, etc. paid by the Transferor Company
till the Scheme Appointed Date shall be considered paid by or for the Transferee
Company and shall be considered part of total sum payable under such Agreement and
the Transferee Company shall not be called upon or required to pay the same again;

9.1.7 all approvals, consents, exemptions, registrations, no-objection certificates, permits,

quotas, rights, entitlements, licenses) and certificates, shall be deemed to be approvals,
consents, exemptions, registrations, no-objection certificates, permits, quotas, rights,
entitlements, licenses, and certificates shall be in full force and effect in favour of the
Transferee Company and may be enforced as fully and effectually as if, instead of the
Transferor Company, the Transferee Company had been a party or beneficiary or
obligor thereto.;

9.1.8 benefits of all corporate approvals as may have already been taken by the Transferor
Company whether being compliances or otherwise under the Act, read with the rules
and regulations made thereunder, shall stand vested in the Transferee Company and
the said corporate approvals and compliances shall be deemed to have been
taken/complied with by the Transferee Company.

9.2 If and to the extent there are loans, deposits or balances or other outstanding inter-se
transactions between the Transferor Company and the Transferee Company, the obligations in
respect thereof shall, on and from the Scheme Appointed Date, come to an end and suitable
effect shall be given in the books of the Transferee Company.

9.3 The vesting of the entire undertaking of the Transferor Company, as aforesaid, shall be subject
to encumbrances if any, over or in respect of any of the assets or any part thereof, provided
however that such encumbrances shall not be confined only to the relevant assets of the
Transferor Company or part thereof on or over which they are subsisting and vesting of such
assets in the Transferee Company and such encumbrances shall extend over or apply to the
asset(s) of the Transferee Company as specified in the loan agreements.

9.4 Without prejudice to the foregoing Sections and upon this Scheme becoming effective, the
Transferor Company and the Transferee Company shall execute any instruments or documents
or do all the acts and deeds as may be required, including the filing of necessary particulars and
/ or modification(s) of charge with the Registrar of Companies having jurisdiction, to give formal
effect to the above provisions, if required. It is clarified that upon the Scheme becoming
effective, the Transferor Company shall stand dissolved in terms of clause 21 of the Scheme and
that the Transferee Company shall for the limited purpose of this clause be authorised to
execute any instruments or documents or do all the acts and deeds as may be required in the
name of the Transferor Company.

9.5 Notwithstanding any provision to the contrary, until any property, asset, license, approval,
permission, contract, agreement and rights and benefits arising therefrom are transferred,
vested, recorded, effected and/ or perfected, in the records of the Trade Marks Registry or with
the relevant Government agencies, regulatory bodies or otherwise, in favour of the Transferee
Company, the Transferee Company is deemed to be authorized to enjoy the property, asset or
the rights and benefits arising from the license, approval, permission, contract or agreement as
if it were the owner of the property or asset or as if it were the original party to the license,
approval, permission, contract or agreement.

9.6 Notwithstanding any provision to the contrary, upon the Scheme Appointed Date and until the
trademarks, copyright, owned property, leasehold property and related rights thereto, license
/ right to use the immovable property, tenancy rights and liberties are formally recorded,
effected and/or perfected, in the records of the appropriate authority, in favour of the
Transferee Company, the Transferee Company is and shall deemed to be authorized to carry on
business in the name and style of the Transferor Company under the relevant agreement, deed,
lease and/or license, as the case may be.

9.7 For avoidance of doubt and without prejudice to the generality of the applicable provisions of
the Scheme, it is clarified that, with effect from the Scheme Appointed Date and till such time
that the name of the bank accounts of the Transferor Company is replaced with that of the
Transferee Company, the Transferee Company shall be entitled to operate the bank accounts
of the Transferor Company in the name of the Transferor Company in so far as may be

Page 69 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

necessary. All cheques and other negotiable instruments, payment orders received or
presented for encashment which are in the name of the Transferor Company after the Scheme
Appointed Date shall be accepted by the bankers of the Transferee Company and credited to
the account of the Transferee Company if presented by the Transferee Company. The
Transferee Company shall be allowed to maintain bank accounts in the name of the Transferor
Company for such time as may be determined to be necessary by the Transferee Company for
presentation and deposition of cheques and pay orders that have been issued in the name of
the Transferor Company.

9.8 The provisions of this Scheme as they relate to the amalgamation of the Transferor Company
with the Transferee Company, have been drawn up to comply with the conditions relating to
“amalgamation” as defined under Section 2(1B) of the Income Tax Act, 1961. If any term or
provision of the Scheme is found or interpreted to be inconsistent with the provisions of the
said Section of the Income Tax Act, 1961 at a later date including resulting from an amendment
of the law or the enactment of the law or for any other reason whatsoever, the provisions of
the said Section of the Income Tax Act, 1961, shall prevail and the Scheme shall stand modified
to the extent determined necessary to comply with Section 2(1B) of the Income Tax Act, 1961,
or any amendment or any enactment thereof. Such modification will, however, not affect the
other parts of the Scheme.

9.9 On the approval of this Scheme by the National Company Law Tribunal, shareholders and
creditors of both the companies shall be deemed to have resolved and accorded all relevant
consents under the Act or the Code or other applicable laws or otherwise to the same extent
applicable in relation to this Scheme and all related matters set out hereto.

10. EMPLOYEES

10.1 On the Scheme becoming effective, all employees of the Transferor Company in service on the
Scheme Appointed Date shall be deemed to have become employees of the Transferee
Company without any break in their service and on the basis of continuity of service and the
terms and conditions of their employment with the Transferee Company shall not be less
favorable than those applicable to them with reference to the Transferor Company on the
Scheme Appointed Date. It is hereby clarified that the accumulated balances, if any, standing to
the credit of the employees in the existing provident fund, gratuity fund and superannuation
fund of which the employees of the Transferor Company are members shall be transferred to
such provident fund, gratuity fund and superannuation fund of the Transferee Company or to
be established and caused to be recognized by the appropriate authorities, by the Transferee
Company.

10.2 Pending the transfer as aforesaid, the provident fund, gratuity fund and superannuation fund
dues of the employees of the Transferor Company would be continued to be deposited in the
existing provident fund, gratuity fund and superannuation fund respectively of the Transferor
Company.

10.3 Upon transfer of the aforesaid funds to the respective funds of the Transferee Company, the
existing trusts created for such funds by the Transferor Company shall stand dissolved and no
further act or deed shall be required to this effect. It is further clarified that the services of the
employees of the Transferor Company will be treated as having been continuous, uninterrupted
and taken into account for the purpose of the said fund or funds.

10.4 Without prejudice to the aforesaid, the Board of the Transferee Company, if it deems fit and
subject to applicable laws, shall be entitled to retain separate trusts or funds within the
Transferee Company for the erstwhile fund(s) of the Transferor Company.

11. LEGAL PROCEEDINGS

11.1 Any suit, petition, appeal or other proceeding of whatsoever nature and any orders of court,
judicial or quasi-judicial tribunal or other governmental authorities enforceable by or against
the Transferor Company pending before any court, judicial or quasi-judicial tribunal or any
other forum, relating to the Transferor Company, whether by or against the Transferor
Company, pending as on the Scheme Appointed Date, shall not abate or be discontinued or in
any way prejudicially affected by reason of the amalgamation of the Transferor Company or of
any order of or direction passed or issued in the amalgamation proceedings or anything
contained in this Scheme, but by virtue of the order sanctioning the Scheme, such legal
proceedings shall be continued and any prosecution shall be enforced by or against the

Page 70 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Transferee Company in the same manner and to the same extent as would or might have been
continued, prosecuted and/or enforced by or against the Transferor Company, as if this Scheme
had not been implemented.

12. CONTRACTS, DEEDS, ETC.

12.1 All contracts, deeds, bonds, Agreements, indemnities, guarantees or other similar rights or
entitlements whatsoever, schemes, arrangements and other instruments, permits, rights,
entitlements, licenses (including the licenses granted by any Governmental, statutory or
regulatory bodies) for the purpose of carrying on the business of the Transferor Company, and
in relation thereto, and those relating to tenancies, privileges, powers, facilities of every kind
and description of whatsoever nature in relation to the Transferor Company, or to the benefit
of which the Transferor Company may be eligible and which are subsisting or having effect
immediately before this Scheme coming into effect, shall by endorsement, delivery or recordal
or by operation of law pursuant to the order of the NCLT sanctioning the Scheme, and on this
Scheme becoming effective be deemed to be contracts, deeds, bonds, Agreements,
indemnities, guarantees or other similar rights or entitlements whatsoever, schemes,
arrangements and other instruments, permits, rights, entitlements, licenses (including the
licenses granted by any Governmental, statutory or regulatory bodies) of the Transferee
Company. Such properties and rights described hereinabove shall stand vested in the Transferee
Company and shall be deemed to be the property and become the property by operation of law
as an integral part of the Transferee Company. Such contracts and properties described above
shall continue to be in full force and continue as effective as hitherto in favour of or against the
Transferee Company and shall be the legal and enforceable rights and interests of the
Transferee Company, which can be enforced and acted upon as fully and effectually as if it were
the Transferor Company. Upon this Scheme becoming effective, the rights, benefits, privileges,
duties, liabilities, obligations and interest whatsoever, arising from or pertaining to contracts
and properties, shall be deemed to have been entered into and stand assigned, vested and
novated to the Transferee Company by operation of law and the Transferee Company shall be
deemed to be the Transferor Company’s substituted party or beneficiary or obligor thereto. It
being always understood that the Transferee Company shall be the successor in title of the
Transferor Company. In relation to the same, any procedural requirements required to be
fulfilled solely by the Transferor Company (and not by any of its successors), shall be fulfilled by
the Transferee Company as if it were the duly constituted attorney of the Transferor Company.

12.2 The Transferee Company may, at any time after the coming into effect of this Scheme in
accordance with the provisions hereof, if so required, under any law or otherwise, enter into,
or issue or execute deeds, writings, confirmations, novations, declarations, or other documents
with, or in favour of any party to any contract or arrangement to which the Transferor Company
is a party or any writings as may be necessary to be executed in order to give formal effect to
the above provisions. The Transferee Company shall be deemed to be authorised to execute
any such writings on behalf and in the name of the Transferor Company and to carry out or
perform all such formalities or compliances required for the purposes referred to above on the
part of the Transferor Company.

12.3 Any inter-se contracts between the Transferor Company on the one hand and the Transferee
Company on the other hand shall stand cancelled and cease to operate upon the coming into
effect of this Scheme.

13. TAXES/ DUTIES / CESS ETC.

Upon the Scheme becoming effective, by operation of law pursuant to the order of the NCLT:

13.1 The unutilized credits relating to Good and Service tax paid on inputs/services lying to the
account of the Transferor Company shall be transferred to the Transferee Company
automatically without the requirement of any specific approval or permission as an integral part
of the Scheme.

13.2 Income taxes of whatsoever nature including advance tax, self-assessment tax, regular
assessment taxes, tax deducted at source, dividend distribution tax, minimum alternative tax,
wealth tax, if any, paid by The Transferor Company shall be treated as paid by the Transferee
Company and it shall be entitled to claim the credit, refund, adjustment for the same as may be
applicable. Minimum alternative tax credit available to the Transferor Company under the
Income-tax Act, 1961, if any, shall be available to the Transferee Company.

Page 71 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

13.3 The Transferee Company is expressly permitted to revise and file its income tax returns and
other statutory returns, including tax deducted / collected at source returns, service tax returns,
excise tax returns, sales tax / goods and services tax returns, as may be applicable and has
expressly reserved the right to make such provision in its returns and to claim refunds, advance
income-tax credits, credit of tax deducted at source, credit of foreign taxes paid/withheld, etc.,
if any, as may be required for the purposes of/consequent to implementation of the Scheme.
Such returns may be revised and filed notwithstanding that the statutory period for such
revision and filing may have expired.

14. CONSIDERATION

14.1 Upon the Scheme becoming effective and in consideration of the amalgamation of the
Transferor Company into the Transferee Company, the Transferee Company shall, without any
further act, deed, issue and allot to each member of the Transferor Company (other than shares
held therein by the Transferee Company and its nominees), whose name is recorded in the register
of members of the Transferor Company and/or whose names appear as the beneficial owners of
the shares of the Transferor Company in the records of the depositories (or to such of their
respective heirs, executors, administrators or other legal representatives, or successors in title as
may be recognized by the Board of the Transferee Company), as on the Scheme Appointed Date in
accordance with the terms of the Scheme and without any further application, act, deed payment,
consent or instrument;

(i) 1 (one) equity share of INR 10 each in the Transferee Company for every 1 (one) equity
share of INR 10 each held in the Transferor Company;

(ii) 1 (one) Debenture of INR 100 each in the Transferee Company for every 1 (one)
Debenture of INR 100 each held in the Transferor Company;

(iii) 1 (one) Preference Share of INR 10 each in the Transferee Company for every 1 (one)
Preference Share of INR 10 held in the Transferor Company; and

(iv) each such equity share and/or Preference Share and/or Debenture of the Transferee
Company shall be issued and allotted in the same denomination and as per the same
terms applicable to each such equity share and/or Preference Share and/or Debenture
of the Transferor Company;

(hereinafter together referred to as “New Shares”).

14.2 The issuance of shares by the Transferee Company pursuant to Clause 15.1 above, shall be
subject to the Memorandum and Articles of the Transferee Company and will have the same terms
and conditions as attached to the existing shares of the Transferor Company.

14.3 Upon the coming into effect of this Scheme and upon the New Shares being issued and allotted
as provided in this Scheme, all shares of the Transferor Company, whether in dematerialized or
physical form, shall be deemed to have been automatically cancelled and be of no effect. Wherever
applicable, the Transferee Company may, instead of requiring the surrender of the share certificates
of the Transferor Company, directly issue and dispatch the new share certificates of the Transferee
Company.

15. ACCOUNTING TREATMENT

Upon the coming into effect of this Scheme, the amalgamation of the Transferor Company with
the Transferee Company shall be accounted for by the Transferee Company with effect from
the Scheme Appointed Date by applying the guidance for Reverse Acquisition as specified in
Indian Accounting Standard 103: Business Combinations” notified under section 133 of the
Companies Act 2013, read with Rule 7 of the Companies (Indian Accounting Standard) Rules,
2015.
● For the purpose of reverse acquisitions, Transferor Company will be regarded as the
acquirer (“Accounting Acquirer”) and Transferee Company will be regarded as
Accounting Acquirer.
● All assets and liabilities of the Transferee Company shall be recorded in the books of
account of Transferee Company at their fair values on the Scheme Appointed Date.
● Purchase consideration in form of equity and preference share capital of Transferee
Company, shall be issued to the shareholders of Transferor company in accordance with

Page 72 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

clause 16.1.
● Intercompany debt, loans and balances between Transferee Company and Transferor
Company, if any will be eliminated in full.
● Share capital and amounts appearing under Reserves and Surplus of Transferee
Company will be eliminated in full.
● The excess or deficit, if any, arising after recording the above entries, shall be included
in Goodwill or Capital Reserve Account as may be applicable in the books of Transferee
Company.

Page 73 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

SUMMARY OF THE RESOLUTION PLAN

Particulars Amount

3. Upfront Consideration An amount of INR 420,00,00,000 (Rupees Four Hundred Twenty

Crores) less payment towards (i) CIRP Costs which exceeds existing
cashflows (“Balance CIRP Costs”); and (ii) Potential Workmen’s Dues
(“Upfront Consideration”) to be paid to the Financial Creditors
within an indicative timelines of 30 Business Days.

4. Deferred Consideration INR 480,00,00,000 (Rupees Four Hundred Eighty Crores) (“Deferred
Consideration”) by way of issuance of NCDs with a cumulative
amount of even value.

Sum of Upfront Consideration and Deferred Consideration of INR

900,00,00,000 (Rupees Nine Hundred Crores) as total consideration
Total Consideration
for assignment of Admitted Debt of Financial Creditors in entirety
along with the entire Debt Collateral.

12. The total payment which is being made to revive the Corporate Debtor is ₹901.74

crore, out of which ₹420 Crore is the upfront payment to the Financial Creditors,

and ₹480 Crore is the deferred payment to financial creditors realisable in a

period of 5 years by issuing Non-Convertible Debentures. In addition, ₹1.74

Crore is being paid to Workmen and Employees.

13. During the hearing, the Applicant has informed this Bench that ₹42 crore has

already been paid as EMD and the remaining amount of ₹48 crore shall be paid

within 90 days of approval of resolution plan by this Tribunal. The Resolution

Applicant shall furnish a Bank guarantee for the remaining amount i.e. ₹48

crore.

14. The Resolution Applicant reiterates that the Resolution Plan outlines a

consideration involving: (i) Upfront Consideration (less payment towards (i)

Balance CIRP Costs; and (ii) Potential Workmen’s Dues over and above ₹1.74

crore, if any to be paid to Workmen) of INR 420 Crores to be paid to the

Financial Creditors within 30 Business Days; and (ii) a Deferred Consideration

in the form of NCDs of a cumulative face value of INR 480 Cores which shall

be repayable within a tenure of 5 years.

15. As far as the dues of financial creditors are concerned, the resolution plan

provides that:

“As regards the Financial Creditors, according to the List of Creditors, total claims filed by
the Financial Creditors amount to INR 9552.99 Crores, out of which claims aggregating to
INR 7487.45 crores have been verified and admitted for the purposes of CIRP by the Resolution
Page 74 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Professional (“Admitted Debt of Financial Creditors”). The Resolution Applicant

understands that the Admitted Debt for Financial Creditors also includes all un-invoked/
invoked bank guarantees, which will continue until their expiry. Out of this aggregate amount
of Admitted Debt, the Resolution Applicant has proposed to pay the following consideration to
the Financial Creditors for full and final discharge of the Financial Creditors and for
assignment of entire Claims and Admitted Debt of Financial Creditors to the Indian SPV:

a. Upfront Consideration equivalent to INR 420 Crores (Indian Rupees Four Hundred
Twenty Crores) (less payment towards (i) Balance CIRP Costs; and (ii) Potential
Workmen’s Dues, if any) within 30 Business Days; and.

b. Deferred Consideration equivalent to INR 480 Crore (Indian Rupees Four Hundred
Eighty Crores) in the form of unlisted NCDs.”

16. It is further submitted that the Deferred Consideration of INR 480 Crores (Indian

Rupees Four Hundred Eighty Crores) as secured and unlisted NCDs are to be

paid over a period 5 years at a coupon of 8% p.a., as shown in Annexure 2 of

the resolution plan which has been produced at page 54 of this order.

17. As far as the dues of Operational Creditors are concerned, the resolution plan

provides that:

“In addition, according to List of Creditors, total claims filed by the operational creditors of
the Company amount to INR 3,696.87 Crores. Out of which claims aggregating to INR 244.78
Crores* have been verified and admitted by the Resolution Professional for the purposes of
CIRP by the Resolution Professional (“Operational Creditors”).
The Liquidation Value payable to the Operational Creditors or the other creditors or
stakeholders of the Company (including dues to employees (other than Workmen), government
dues, taxes, etc. and other creditors and stakeholders) is expected to be NIL and therefore, they
will not be entitled to receive any payment.

The Admitted Workmen and Employees Dues shall be paid out of the infusion by the Resolution
Applicant into the SPV/ Corporate Debtor.”

*In the Additional Affidavit submitted by the RP on 08.08.2019 before this Bench, the admitted
claims of Operational Creditors stand revised at ₹384.22 crore.

18. The Resolution Applicant proposes to implement this Resolution Plan as per the
following indicative timelines, subject to receipt of relevant governmental
approvals:
Action Indicative Timeline
Effective Date X
Payment of CIRP Costs
Capital Reduction of the Company
Infusion of funds by the Indian Co. into the
Company
Payment of Admitted Workmen and Employees X+ 30 Business Days
Dues
Payment of the Upfront Payment to the Financial
Creditors
Payment of Upfront Consideration
Issuance of SPV NCDs

Page 75 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

19. The Resolution Professional has provided his certificate in Form H under

Regulation 39(4) of the CIRP Regulations; the same is duly perused by this

Bench. All the compliances have been done by the RP

20. The two valuers, namely RBSA Advisors and Rakesh Narula & Co. have

been appointed to assess the Liquidation Value and Fair Market Value of

the Corporate Debtor. RBSA Advisors have ascertained the Fair Market

Value to be ₹1379.88 Crore and the Liquidation Value is stated to be ₹786

Crore. Rakesh Narula & Co. have calculated the Fair Market Value to be

₹1394.54 Crore and Liquidation Value to be ₹891.96 Crore as per the

valuation reports annexed in the Application. It is stated that the average

of two Liquidation values is less than the amount being received under the

Resolution Plan. Hence, one of the justifications for approval of the

Resolution Plan that the Liquidation Value is less compared to the

Resolution proposals made in the Resolution Plan is satisfied.

21. The Plan provides for management of affairs of the Corporate Debtor and

implementation & supervision of the plan. The RP has given a statement

as required under Section 30(2) of the I&B Code and Regulation 38 of

CIRP Regulations, that the plan deals with interests of all stakeholders.

22. The Resolution Applicant has produced on record an affidavit stating the

details of the Indian SPV being Roypar Constructions Private Limited

which is required to be created in terms of Resolution Plan. It states that

in accordance with Annexure 2 (Structure of Acquisition of Control over

the Company by the Resolution Applicant) and Annexure 12 (Scheme of

Amalgamation), Roypar Constructions Private Limited has to be merged

with the Corporate Debtor as contemplated. The details of the SPV are set

out below:

Name of the Roypar Constructions Private Limited

SPV
Corporate U45209MH2019PTC331103
Identification
Number

Page 76 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

Registered 23, Floor-2, Plot-59/61, Arsiwala Mansion

Office Nathala Prikh Marg, Colaba Mumbai-
400005.

23. The Resolution Applicant has sought extinguishment of all claims along

with abatement of any related legal proceeding including criminal

proceedings. Furthermore, the Resolution Applicant seeks waiver of

outstanding statutory dues and other claims as on the date of approval of

the Resolution Plan. The exemption is also sought from the statutory dues

of the Central Board of Direct Taxes (CBDT) and under the Stamps Act,

from the levy of stamp duty and fees applicable in relation to this plan and

its implementation.

24. The relief sought is hereby allowed by this Bench in view of the judgement

of the respected Coordinate Bench at Chandigarh and Chennai in the matter

of State Bank of India V. MOR Farms Private Limited [CA No. 71/2018 &

171/2018 in CP (IB) No. 51/Chd/Hry/2017], order dated 15.06.2018 and

SKR Wind Energy LLP v. Subburaj Spinning Mills Private Limited

[MA/31/IB/2019 filed in CP/655/IB/2017], order dated 12.03.2019. The

relevant portion of the judgement of Chandigarh Bench is reproduced

below for ready reference:

“32. Before parting with this order, it is necessary to deal with the

conditions laid down by the Resolution Applicant in the Resolution

Plan, which were discussed by the CoC. One of the prayers made by

the Resolution Applicant is seeking waivers of liability from any

taxation dues for the previous periods which may arise in future and

to exempt the Resolution Applicant from the pending export

obligations in lieu of the benefits of duty on import of the machines.

Learned representing the Financial Creditors and the Resolution

Professional submit that the CoC could not make a decision with

regard to such waiver as the same was not within their competence. It

is admitted proposition of fact that pursuant to the public

announcement, no such claim has been made by the Government

Department. The concern shown here-in is with regard to any dues

Page 77 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

that may arise in future in respect of the past period. With regard to

the export obligations to which the corporate debtor was liable, it is

submitted by learned counsel for the Resolution Professional and the

learned counsel representing the promoter directors of the suspended

Board of Directors that the corporate debtor had imported certain

machines in the year 2012, 2013 and 2014 and there are pending

obligations in lieu of the benefit of duty on the said import. The export

obligation liable to be paid to the Government is to the tune of 14,20,52

USD. It is contended that the export obligation would become due

latest by the year 2020-24.

33. We have given our thoughtful consideration to the submissions

made by the learned counsel for the parties and the prayer made in the

Resolution Plan and we find that since the corporate debtor defaulted

in making the payment of the debt and is undergoing insolvency

resolution process, it would be perfectly legal in exempting the

Resolution Applicant from complying with the export obligations as it

is taking over the corporate debtor on fulfilling certain conditions

including payments to the Financial Creditors as agreed upon and the

plan must be implemented free of any such conditions.

35. In view of the above discussion, the Resolution Plan Annexure A-

25 stands approved granting waiver in respect of the past tax dues to

the Government which may arise in future and exempt the Resolution

Applicant from the export obligations, which the corporate debtor had

entered.”

The relevant extract from the judgement of Chennai Bench is given

below:

“22. The Corporate Debtor shall be entitled to carry forward all

accumulated business losses and unabsorbed depreciation as “set

out” in the resolution Plan. All the statutory duties including

taxes/cess/interest/penalty and other liabilities due to the operational

creditors shall stand satisfied/waived off. The reason for these waivers

and abatement is that the Operational Creditors and Financial

creditors except those in whose favour the provision is made in the

‘Resolution Plan’ would not get anything in the event of liquidation of

Page 78 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

the Corporate Debtor, as per the waterfall mechanism provided under

Section 53 of the I&B Code, 2016. Moreover, this is with a view to

implement the Resolution Plan successfully as approved by the CoC.”

25. On hearing the submissions made by the Ld. Counsel for the resolution

Professional, the Resolution Plan in hand satisfies the minimum threshold

of approval by 66% majority of the CoC. The Resolution Applicant is not

barred under section 29A of the I&B Code to file the resolution plan. The

plan stands the requirement of being viable and feasible for revival of the

Corporate Debtor. By and large, all the compliances have been done by the

RP and the Resolution Applicant for making the plan effective after

approval by this Bench.

26. The Resolution Plan as approved by CoC is hereby approved. The

concessions and waivers sought in this Resolution Plan are granted in view

of the two judgements quoted above.

27. The Resolution Plan, subject to this order, is hereby approved, and shall be

binding on the Corporate Debtor and other stakeholders involved so that

revival of the Debtor Company shall come into force with immediate effect

and the “Moratorium” imposed under section 14 shall cease to have any

effect henceforth. The Resolution Professional shall submit copies of the

records and documents collected during the commencement of the

Proceedings to the Insolvency & Bankruptcy Board of India for their record

and also return to the Resolution Applicant or New Promoters. Certified

copy of this Order be issued on demand to the concerned parties, upon due

compliance. That liberty is hereby granted that if deem fit and legally

permissible, can move Miscellaneous Application if required in connection

with implementation of this Resolution Plan. That in respect of stepping

by the New Promoters/Resolution Applicant into the shoes of the erstwhile

Company and taking over the business, the provisions of Companies Act,

Page 79 of 80
 MA 315 of 2019 in CP No.1832/I&BC/MB/MAH/2017

2013 shall be applicable and for this reason a copy of this Order is to be

submitted in the Office of the Registrar of Companies, Mumbai.

28. The RP is directed to handover all records, premises/factories/documents to

Resolution Applicant to finalise the further line of action required for starting

of the operation. The Resolution Applicant shall have access to all the

records/premises/factories/documents through Resolution Professional to

finalise the further line of action required for starting of the operation.

29. The directions embodied and period of implementation provided

hereinabove shall be effective from the date of receipt of this Order.

SD/- SD/-

CHANDRA BHAN SINGH M.K. SHRAWAT

MEMBER (TECHNICAL) MEMBER(JUDICIAL)

Date : 25.11.2019
JS

Page 80 of 80