In the matter of Maa Durga Flour Mills Private Limited Ia (Ib) No.24-CB-2021 in Tp No.38-CTB-2019 [Earlier Cp (Ib) No,1289-KB-2018]

NCLT1 Nov 2021Earlier CP (IB) No,1289-KB-2018

Case brief

AI extract

What is this about?

The NCLT approved a Resolution Plan for Maa Durga Flour Mills Pvt Ltd submitted by Mrs. Lora Mitra Rath. The Court held that approval under Section 31 does not discharge personal guarantee liabilities and declined explicit waiver of such guarantees, directing other statutory compliances within one year.

What did the court decide?

Approval of the Resolution Plan; Moratorium ended; Resolution Applicant to conduct statutory compliances within one year; Personal guarantees remain liable; specific waivers rejected.

In the matter of Maa Durga Flour Mills Private Limited… — Insolvency and Bankruptcy | NCLT (2021)

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IN TIIE NATIONAL COMPAI{Y LAW TRIBUNAL CUTTACK BENCH CUTTACK

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IA (IB) No.24lCB /2021 tn

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TP No.38 /CTB/2019

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[Earlier^{CP (IB) No,1289/KB/2018]}

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In the matter of,

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An application under section 30(6)for approval of Resolution Plan under section 31(1) of the Insolvency and Bankruptcy Code, 2016

and

In the rnatter of

TP No.38 /CTB/2019

[Earlier^{CP (B) No,1289/KB/20181}

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Bank of India, a body corporate constituted under the Banking Companies (Acquisition andTransfer of Undertaking Act, L970) having its Head Office at Star House-l, C-5, G-Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra, and having its office at Bank of India, Bhubaneswar Zonal Office, Star House, Jaydev Vihar, Nayapalli, Bhubaneswar, Odisha-751015 and also at Branch Office at Ranihat Branch, Bajrakabati Road, Cuttack, Odisha-751015

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... Financial Creditor

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Versus

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Maa Durga Flour Mills Private Limited, a company incorporated under the Provision of Companies Act, 1956 having its Registered office at Karapari, Kotsahi (Tangi), Cuttack, Odisha-7 54022

...Corporate Debtor

and

In the matter of,

Sambhutal Agarwal, Resolution Professional of Maa Dwga Flour Mills Private Limited

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. . .Applicant/Resolution Professional

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IN THE NATIONAL COMPANY LAW TRIBUNAL CUTTACK BENCH

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IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier^{CP (IB) No.1289lKB /2018]} In res; Resolution Plan of Maa Durga Flour Mills Private Limited Coram: Shri Rajasekhar V.K. Member (Judicial) Shri Satya Ranjan Prasad Member (Technical) Appearances (throagh video conferencing) :video conferencing) :: For the Applicant/RP : Mr. Patita PabanBishwal, Adv. Mr Sambhulal Agarwal, RP in person

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Appearances (throagh video conferencing) :video conferencing) ::

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Order reserved onz 22.09.2021 Order pronounced on: 01.11.2021

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ORDER

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Per: Rajasekhar V.K., Member (ludicial)

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This Court convened viavideoconference.

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Introduction

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2, The present application has been filed by Mr. Sambhulal Agarwal, Resolution Professional ('RP') in the matter of Maa Durga Flour Mills Private Limited, under Corporate Insolvency Resolution Process ('CIRP'), under Section 30(6) of Insolvency arLd Bankruptcy Code, 2016 for approval of Resolution Plan in respect of the Corporate Debtor.

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3, The Corporate Debtor is under CIRP vide Ordet dated04.09.2019, andthe present Applicant was initially appointed as the Interim Resolution Professional (IRP) of the Corporate Debtor. The Applicant was confirmed as the (RP) at the 2d meeting of the Committee of Creditors (CoC).

Condact of the CIRP

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IN THE NATIONAL COMPANY LAW TzuBUNAI. CUT'|ACK BENCH

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IA No.24lCB/2021in TP No.38 /CTB/2079 [Earlier^{CP (IB)No.1289lKB /2018)} In res: Resolution Plan of Maa Durga^{Flour Mills Private Limited}

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On an application by the Resolution Professional, this Adjudicating Authority had, vide Order dated 02.03.2020, extended CIRP period by 90 days commencing from the same date, i.e.,02.03.2020.

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The Resolution Professional appointed t'wo set of valuers as required under regulation 27. A summary of the valuation determined is as below-

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ClassofAssets	FairValue	LiquidationValue
Land	1,83,00,000.00	1,46,40,000.00
Building	2,82,92,251.00	1,98,04,575.50
Plant&	64,58,000.00	45,26,500.00
Machinery
FinancialAssets	2,54,07,894.00	2,26,40,940.50
Total	7,84,52,145.50	6,16,12,016.00

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During the course of the insolvency Resolution Process, twelve meetings of the CoC were conducted as follows:

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S1	Meeting	Dated.
No.
1.	1rt	01'tOctober,2019
2.	2d	04thNovember,2019
aJ.	3'd	16thDecember,2019
4.	Arh	77thJanuary,2020
5.	5,h	19'hFebruary,2020
6.	6th	1OthJune,2020
7.	7',h	25thAugust,2020
8.	g,h	14thSeptember,2020

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s,4

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CUTTACK BENCH

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IA No.24lCB/2021in TP No.38 /CTB/2019

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[Earlier^{CP (IB)No.1289lKB /2018]}

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In res: Resolution Plan of Maa Durga Flour^{Mills Private Limited}

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SI	Meeting	Dated
No.
9.	gth	30thSeptember,2020
10.	10,h	14thOctober,2020
11.	11tl',	3'dNovember,2020
72.	l2'h	25thNovember,2020

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The RP published Form G on L8.11.2019 in the "The New Indian^E)cpress" (English) and "Sambad" (Odia) newspapers, but no Expression of Interest ('EoI') was received. Again, the Applicant with the approval of the CoC republished Form G on 21.12.20L9. No EoI was received till the last date of submission, i.e., tL.01.2020. However, abelated EoI was received on 13.01.2020. The Applicant, with the approval of CoC republished Form- G on 22.0t.2020. The last date for submission of the Resolution Plan was 23.03.2020.

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The Applicant received EoI from one prospective Resolution Applicant. The prospective Resolution Applicant requested for extension of time for submission of resolution plan by another 15 working days from the last date of submission of resolution plan, i.e,,23.03.2020.

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Meanwhile, PrudentARC Limited, having address at6ll, D Mall, PlotNo. A-1, Netaji Subhash Place Pitampura, New Delhi-l10034, expressed its desire to submit EoI/ Submission of Resolution Plan for Maa Dvrga Flour Mills Pw. Ltd, videthet mail dated 20.03.2020. The same was intimated to the CoC vidematldated20.03.2020. The majority members of the CoC, vide matl dated 2t.03.2020, gaye consent to extend time for submission of resolution plan till 05.05.2020, but subject to ratification of the same by the CoC.

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CUTTACK BENCH

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IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier^{CP (IB) No.1289lKB /2018]} Inres: Resolution Plan of Maa Durga Flour Mills Private^Limited

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The CoC, at its 6th Meeting held on L0.06.2020 approved with 100% voting rights to republish Form G inviting EoIs for submission of Resolution Plan Corporate Debtor. The applicant published Form G on t4.06.2020 and rn pursuance to the same the applicant receiyed three EoIs from the following persons within the time prescribed:

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(a) Prudent ARC Limited

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(b) SREI Multi Assets Investment Trust-Vision India Fund

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However, no resolution plan was received within the last day of submission of plan i.e., 15.08.2020.

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Thereafter, the applicant received a request from Mrs. Lora Mitra Rath to extend the time for submission of Resolution Plan till 12.09.2020. The matter was discussed at the 7fr CoC Meeting held on 25.08.2020 and extended the time for submission of Resolution Plan upto 08.09.2020.

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t2. Mrs. Lora Mitra Rath submitted her Resolution Plan on 08.09.2020, which was opened on 8fr COC Meeting held on 14.09.2020. The RP submitted compliance report under section 30(2) of Insolvenry and Bankruptcy Code, 2016 on23.09.2020.

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On30.09.2020, atthe 9th CoC Meeting, the Resolution Plan was deliberated and discussed in detail and all Financial Creditors requested the resolution applicant to submit revised Resolution Plan.

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L4, On04.10.2020, Mrs. Lora Mitra Rath submitted a revised Resolution Plan which was further revised on 05.10.2020 and 06.L0.2020. The revisions were discussed at the 10fr Meeting of the CoC on L4.10.2020. Thereafter, on 20.10.2020 and 2t.L0.2020, the Resolution Applicant submitted the revised resolution plan which was discussed at the 11th CoC meeting held on 03.1L.2020. Subsequently, on 07.1t.2020, there was a revision to the

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IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier^{CP(IB)No.1289lKB/20181} In res: Resolution Plan of Maa Durga Flour^{Mills Private Limited}

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resolution plan at which plaeed an additional condition for^release of personal and corporate gvarantees by all the financial creditors (Bank of India, SREI Equipment Finance Ltd,TataCapital Services Ltd).

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At the 12ft Meeting held on25.Lt.2020, the CoC considered the Resolution Plan submitted by the Resolution Applicant Mrs. Loru Mitra Rath on 08.09.2020 as revised on 04.10.2020 and further revised on 05.10.2020, 06.L0.2020 and07.10.2020 ("the Resolution Plan"), andapproved the same with99.46% votes in favour.

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Plan salientfeatures

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The salient features of the approved Resolution Plan are as follows:^-

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(a) The Resolution Applicant proposes to pay entire CIRP cost to the extent unpaid in priority of any other^payments, within 60 days from date of approval of Resolution Plan by the Adjudicating Authority. The Resolution Applicant has estimated the total Insolvency Resolution Process cost at t35.00 lakfi.

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(b) CIRP cost incurred till the date of approval of Resolution Plan by the Adjudicating Authority shall be apportioned in priority of any other payments out of total consideration.

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(c) As per the Information Memorandum, no claims of workmen of employees have been admitted by the Resolution Professional, and therefore no payment is envisagedto them in the^plan. The Resolution Applicant proposes to continue the services of all the workmen and employees as a going concem.

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(d) With regard to Secured Financial Creditor, the Resolution Applicant proposes to make fulI and final settlement of dues to the extent of {758.38 lakh to the sole secured Financial Creditor, Bank of India, which has a voting share of 67A1% in the CoC.

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(e) Resolution Applicant proposes to pay 25o/o of the resolution amount within aperiod of sixty days from the date of approval of the Resolution

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CUTTACK BENCH

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IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier^{CP (IB) No.1289lKB /20181} In res: Resolution Plan of^{MaaDurgaFlour Mills Private Limited}

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Plan by the Adjudicating Authority. The Balance Amount shall bepaid in nventy-four monthly instalments commencing from 01.04.2021, as follows:

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RepaymentPlan	Percentage	Amount	Instahnent
2020-21(upfront)	25.00%	1189.60lakh
2021-22	37.s0%	7284.39lal<h	<23,69,958
2022-23	37.50%	7284.39lakh	<23,69,958

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(0 After Full Payment proposed under the^plan, Bank of India will^release the Personal and Corporate Guarantees extended by the Promoter Group.

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(e) Resolution Applicant proposes to pay interest @6.85%^per annum to the Secured Financial Creditor from the cut-off date till 3L.03.2021 and @7.85%^{from01.04.2021till the final payment on reducing balance} method.

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(h) Interest payable from cut-off date tilt31.03.2021 shall be charged to a separate account, which will be paid in twelve equal monthly instalments of { 1, 82, 3 33 / - from 0l .04.2021 to 3 1 . 03. 20 22. Accumulated interest will carry interest @735%p.a.

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(1) Balance amount due to Secured Financial Creditor shall be waived on approval of Resolution Plan by the Adjudicating Authority.

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1. With regardto unsecured Financial Creditors, the Resolution Applicant proposes to make fu1l and final settlement of dues of the following unsecured creditors in the manner specified below:

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sl.	FinancialCreditor	Amounttobe	Yoting
No.		paid	Share
1.	SREI EquipmentFinance Ltd	{143.12lalch	32.05o/o

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CUTTACK BENCH

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lA No.24lCB/2021. in TP No.38 /CTB/2019 [Earlier^{CP(IB)No.1289lKB /2018]}

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In res; Resolution Plan of Maa Durga Flour Mills^{PritateLimited}

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2"	TataCapital FinanceLtd	t2.50lakh	053%
	Total	7145.62lalr},,	32.05%

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(k) Resolution Applicant proposes to pay 25o/o of the Resolution Amount to SREI within a peiod of 90 days from the date of^{approval of the} Resolution Plan by Adjudicating Authority. The balance amount^shall be paid in twenty-four monthly instalments commencing^from 0t.04.202L.

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RepaymentPlan	Percentage	Amount	Instalment
2020-21(Within90	2s.00%	{35.78lakh
Days)
202r-22	37.s0%	t53.67lakh	<4,47,250
2022-23	3750%	{53.67lakh	<4,47,250
TotaI	100.00%	Tl43.l2lal<h

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(1) After full payment proposed under the plan, SREI Equipment Finance Ltd andTata Capital Finance Ltd will release the personal and corporate guarantees extended by the promoter group.

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(m)The Resolution Applicant proposes to make payment of t2.50 lakh to Tata Capital Finance Limited against their admitted claim of t36.54 lak*r, which shall bepaidwithin six months from the date of approval of the resolution plan by the Adjudicating Authority.

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(n) No provision has been made under the plan for any payment to BMW Financial Services Ltd. agatnst their disputed dues of {15.82 lakh and against which no claim has been received by the RP.

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(o) With regard to other unsecured Financial Creditor who are reLated parties, the Resolution Applicant does not propose any payment to

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IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier^{CP (IB)No.1289lKB /2018)} In res: Resolution Plan of Maa Durga^{Flour Mills Private Limited}

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them. The entire dues shall be deemed to be waived^{on approvalof plan} by the Adjudicating Authority.

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(p) In respect of Operational Creditors, the Resolution Applicant proposes to pay amount of {30.57 lakh as fuIl and final settlement of all the operational creditors, excluding statutory dues to be distributed on proportionate basis amongst all as per the claims admitted by the RP.

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(q) Balance amount due to operational creditors shall be waived on approval of Resolution Plan by the Adjudicating Authority.

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(r) In regard to statutory liabilities, the Resolution Applicant proposes to pay an amount of ?14.69 lak*r after reaching a settlement with the appropriate authorities within a period of twelve months from the date of approval of Resolution Plan by this Adjudicating Authority. The Applicant states that no claim has been received from the Statutory Authorities as per IM.

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NatureofLiability	AmountDue	Amountproposed
EPF	V7.44lal<h	77.441a1<h
ESI	{1.89lakh	t1.89lakh
VAT	{2.92LaL<h	V2.92laldt
PT	{0.10lakh	{0.10lakh
TDS	72.34lakh	72.34Lat<h
Total	T14.69laldr	t14.69lakh

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(s) The Resolution Applicant proposes waiver of all interest and penalties levied by the Authorities in respect of the above dues. The Resolution Applicant further proposes that all other dues in respect of statutory liabilities till the date of approval plan by this Adjudicating Authority shall be waived.

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(t) In regard to Equity Shareholders, the existing shareholding of the company shall be reduced to?45,38,200/ -by way of reducing paid value

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IA No.24lCB/2027 in TP No.38 /CTB/2019 [Earlier^{CP (IB) No.1289lKB /201,8]} In res: Resolution Plan of Maa Durga^{FlourMills Private Limited}

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of equity share from {100 /^{- per} share to^<20 /^{- per} share and^thereafter, by issue of One Fresh Equity share of {100/- for every five Equity Shares held by the existing shareholders.

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(u) With respect to payment to dissenting Financial Creditors, the Resolution Applicant proposes to affange^payment of such amount which shall not be less than liquidation value to dissenting Financial Creditors and such funds will be brought in separately by Resolution Applicant over and above upfront amount proposed under the^plan.

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Plan snapshot

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The summary of the resolution amounts^payable under the Plan is^as

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follows:

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(Rupees in lakh)

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Particulars	Admitte d Claims	Final Resolutio n Amount	Within 60 days	On or before 31.03.202 2	On or before 3t.03.202 3
CIRPCost		35.00	35.00
Secured financial creditors	4636.48	7s8.38	189.60	284.39	284.39
Unsecured Financial Creditors	2241.05	t45.62	35.78	56.77	53.67
Other unsecured creditors- related parties	0.00	770.42
Workmenand Employee Dues	0.00	0.00

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IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier^{CP (IB)No.1289lKB /2018]}

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In res: Resolution Plan of Maa Durga^{Flour Mills Private Limited}

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Particulars	Admiue d	Final Resolutio	Within 60 days	On or before	On or before	On or before
	Claims	n Amount		31.03.20 2t	31.03.202 2	31.03.202 3
Operational	0.00	30.57		30.57
Creditors
Statutorydues	0.00	14.69			14.69
Total	6877.53	984.26	260.38	30.57	355.25	338.06

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Statutory compliances

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The Resolution Applicant has submitted an Affidavit dated 19.07.2021 under section 29A confirming her eligibility to submit a Resolution Plan.

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The compliance of the resolution plan with the various statutory^provisions is mapped as follows:

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Section ofthe CodeI Regulati onNo.	Requirementwithrespect to Resolution Plan	Clauseof Resolution Plan	Applicati onPage No	Complian CC (Yes/ No)
Section 2s(2)(h)	WhethertheResolution Applicant meetsthe criteriaapprovedbythe CoChavingrcgardtothe complexity andscaleof operationsofbusinessof theCD?	Paru4.3Pg no-l1	52	Yes
Section 29/^	WhethertheResolution submit resolution planas ProfessionalorOrder,if Authority?	Applicantis perfinal listof any,ofthe Ad	eligibleto Resolution judicating	Yes

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IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier^{CP (IB)No.1289lKB /2018]}

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In res: Resolution Plan of Maa Durga^{Flour Mills Private Limited}

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Section ofthe Code/ Regulati onNo.	Requirement to Resolution	withres Plan	pect	Clauseof Resolution Plan	Applicati onPage No	Complian ce (Yes/ No)
Section 30(1)	Whetherthe Applicantha anafftdavit st is eligible?	Resol ssubm atingt	ution itted hatit	Paru12Pg- 28	69	Yes
Section	Whetherthe	Resolut	ionPl	an-
30(2)	(a)provide payme insolvenc processco	sfor nt yresol sts?	the of ution	Para-9.1 Page-21	62	Yes
	(b)provide paymen operationa	sfor tto lcredit	the the ors?	Paru-9.2 Page-21	63	Yes
	(c)provide paymen financi whodid favour resolution	sfor tto alcred notvo of plan?	the the itors te in the	Para-9.7 Page-22	62	Yes
	(d)provide managem affairs corporate	sfor entof of debtor?	the the the	Para-9.3 Page-21	62	Yes
	(e)provide impleme supervisi resolution	sfor ntation onof plan?	the and the	Para-9.4 page2l	62	Yes

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IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier^{CP (IB)No.1289lKB /2018]}

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In res: Resolution Plan of Maa Durga^{Flour Mills Private Limited}

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Section of the Code/ Regulati onNo.	Requirementwithrespect to ResolutionPlan	Clauseof Resolution Plan	Applicati onPage No	Complian CC (Yes/ No)
	(f)contravenesar:yof theprovisionsofthe lawforthetimebeing inforce?	Para-9.5 Page-22	63	Yes
Section	WhethertheResolutionPl	an-
30(4)	(a)is feasibleandviable,a	ccordingto the	CoC?	YES
	@)^{hasbeen approvedbyt} share?	^heCoCwith	^66%voting	YES
Section 31(1)	Whetherthe Resolution P effectiveimplementation CoC?	lanhas^provisi plan,accord	^onsforits ingtothe	YES
Regulati on35A	Wheretheresolution profesionalmadea determinationif the corporate debtorhasbeen subjectedto any transactionofthe nature coveredundersections 43,45, 50or66,before theonehundredand fifteenthdayofthe insolvency commencementdate, underintimationtothe Boardl	24.12.20t9		NO
Regulati on38 (1)	Whether the amountdue to theoperational creditorsunderthe	Para-7t.1 Page-24	65	YES

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IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier^{CP (IB)No.1289lKB/20181}

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In res: Resolution Plan of Maa Durga^{Flour Mills Private Limited}

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Section ofthe Code/ Regulati onNo.	Requirementwithrespect to Resolution Plan	Clauseof Resolution Plan	Applicati onPage No	Complian ce (Yes/ No)
	resolutionplanhasbeen givenpriorityin payment overfinancialcreditors?
Regulati on 38(1A)	Whethertheresolution planincludesastatement astohow ithas dealtwith theinterestsofall stakeholders?	Para-tt.4 Page-24 Chapter13 ofPgNo.29, 30,31,32	65 70-73	YES
Regulati on 38(1B)	(1) Whetherthe ResolutionApplicantor anyofitsrelatedparties has failedtoimplement orcontributedtothe failureofimplementation ofanyresolutionplan approvedunderthe Code.	Para-Ll.5 Page-24	65 )	No
	(i1)Ifso,whetherthe ResolutionApplicanthas submittedthestatement givingdetailsofsuch non-implementation?			NA
Regulati	WhethertheResolutionPl	an^provides:
on38(2)	(a) the termoftheplan anditsimplementation schedule?	Para-Lt.6.l Page-24 ChapterL7 Page-39,40	65	Yes

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IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier^{CP (IB) No.1289lKB /2018]}

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In res: Resolution Plan of Maa Durga^{FlourMills Private Limited}

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Section of the CodeI Regulati onNo.	Requirementwithrespect to ResolutionPlan	Clauseof Resolution Plan	Applicati onPage No	Complian ce (Yes/ No)
	(b)forthemanagement andconffolofthe businessofthecorporate debtorduringitsterm?	Para-Ll.6.2 Page-25	80,81	Yes
	(c)adequatemeans supervising implementation? for its	Para-LL.6.3 Page-25	66	Yes
38(3)	Whethertheresolution pla	ndemonstrates	that-
	(a) itaddresses causeofdefault? the	Paru11.7.1 Pages25 & 26	66,67	Yes
	(b)itisfeasibleand viable?	Paru-LL.7.2 Page-26	67	Yes
	(c) ithasprovisions for its effective implementation?	Paru-tL.7.3 Page-27	67	Yes
	(d) ithasprovisions forapprovals required and thetimelinefor the same?	Para-lt.7.4 Page-27	68	Yes
	(e) the resolution applicanthasthe capabilitytoimplement the resolutionplan?	Paru-LL.7.5 Page-27 & Para5ofPg- L2andt3	68 and 53,54	Yes
3e(2)	Whetherthe RPhasfiled ffansactionsobserved,fou	applicationsin nd ordetermine	respectof dbyhim?	Yes

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IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier^{CP (IB)No.1289lKB /2018]}

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In res: Resolution Plan of Maa Durga Flour Milk Private Limited

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Section ofthe	Requirementwithrespect to Resolution Plan	Clauseof Resolution	Applicati onPage	Complian CC
CodeI		Plan	No	(Yes/
Regulati onNo.				No)
Regulati on39(4)	Providedetailsof performancesecurity received,asreferredtoin sub-regulation(4A)of regulation368.	Para4.6pg- 11andthe same approvedat the12thCoC	52	Yes

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Concessions, reliefs and dispensations sought :

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The Resolution Applicant has sought for the following concessions, reliefs

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and dispensations, upon each of which orders are passed as follows:

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sl. Waivers, Reliefs and Exemptions Orders thereon No. sought from the Adjudicating Authority 1. Waiver of statutory liabilities (a)Waiver of the statutory liabilities/ Granted in terms of the contingent liabilities incurred and judgment of the Hon'ble accrued / disputed liabilities Supreme Court in (Whether assessed or unassessed) Ghanashyam Mishra and due to statutory authorities viz. Sons^y. Edelweiss Asset VAT, Sales Tax, GST, Income Tax, Reconstruction Company Excise, Customs, REMA & Export Limited.t Obligation etc.

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Withdrawal of suits

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(a) A11 the legal suits filed by the Granted, but only to the financial creditors/operational extent it involves the

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| 2021 SCC Online SC 3 I 3 dated 13 .04.2021

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IA No.24lCB/2021in TP No.38 /CTB/2019

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[Earlier^{CP (IB)No.1289lKB /2018]}

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In res: Resolution Plan of Maa Durga^{Flour Mills Private Limited}

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sl. No.	Waivers,ReliefsandExemptions soughtfromtheAdjudicating Authority	Orders thereon
	creditorstilldatewhichare^pending beforevariouscourt/ qvasi-judicial bodiesshallbewithdrawnupon sanctionoftheresolution planand noaction shallbetakenbythe financialcreditors/operational creditors againstthecompany /promoters.	corporatedebtor,arLd not its erstwhile promoters.
	(b)Thelegal suitsincludethe suits,/proceedinginitiatedby financialcreditors.Itwillbeonly logicalthatonceNCLTapproves theResolutionPlan, thefinancial creditorswhoare alsoapart ofthe planshouldwithdrawthesuitsfiled bythemwiththerespective^judicial authorities, otherwiseit willdefeat the verypu(poseoftheResolution Plan.	Granted
	(c)Inasmuchassuitsinitiatedbyother operating creditors areconcemed, oncetheResolutionPlanis approved,thecompanywillbe individuallysettlingwithallofthem asprovided inthePlanand asapart ofthesettlement processthe companywillinsist,theyhaveto withdrawthesuits.	Granted
3.	Waivers inregardtoincometax-Centr	alBoardofDirectTaxes
	(a)The waiverofinterest and penalty chargedagainsttheduesofthe IncomeTaxAuthoritytilldateand

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IA No.24lCB/2021in TP No.38 /CTB/2019

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[Earlier^{CP (IB) No.1289lKB /2018]}

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In res; Resolution Plan of Maa Durga Flour Mills Private Limited

¶185

sl. No.	Waivers,ReliefsandExemptions soughtfromtheAdjudicating Authority	Orders	thereon
	noadditionalinterest/penaltyshalT be chargedfortheduestilldate.The saidduesshall berepaidasperthe Resolution Plan	This is appropriate toconsider.	forthe authorities
	(b)ApplicabilityofProvisionof Section41(l),Section79and Section115JBofthe Income Tax Act,L96lshallbeexempted
	(c)Interest and Penaltychargedu/s 271C,2724(2),201.,206, 2344, 2348,234C,234D, and2348ofthe IncomeTaxAct,L96lforvarious assessmentyearstilldate shallbe waived
4.	WaiverwithreferencetoPF&ESI
	(a)WithrespecttoPFandESI AuthoritiesExemption/Immunity forthepaymentofpenaltyand damagesandfuturecriminal proceedings shallbe gtanted	This is appropriate toconsider	for the authorities
5.	Electricity
	(a)MinimumDemandCharges accruedasonthecut-offdate and forasubsequentperiodof5Years fromthecut-offdateshallbe waived. (b)Exemptionfrompowercutfora periodof5yearsfrom thecut-off date shallbeconsidered.	Duesas insolvency commencem collated Resolution shall be settl theResolutio	onthe entdateas by the Professional edaspartof nPlan.

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CUTTACK BENCH

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IA No.24lCB/2021in TP No.38 /CTB/2019

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[Earlier^{CP (IB) No.1289lKB/20181}

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In res: Resolution Plan of Maa Durga^{Flour Mills Private Limited}

¶193

sl. No.	-Waivers,ReliefsandExemptions soughtfromtheAdjudicating Authority	Orders thereon
	(c)Suchreliefand concessionofGovt. ofOdishatosickunitsfor expeditiousrevival oftheunitshall alsobeconsideredfrom timeto time.	There shall benoother waiver
6.	MSMEConcessions
	(a)ReliefandConcessionshallbe avarlabletoMSMESectorasper MSMEPolicyof Govt. OfOdisha tosickunitsforrevivaland rehabilitationofsuchunits	The appropriate departmentoftheGovt ofOdishais requestedto considerthesame keepingin viewtheletter and spirit ofthe Insolvency & BankruptcyCode,which istoenableafreshstart for thecorporate debtor.

¶194

t.	WaiversinrespectofCompaniesActco (a)Companyshallbeexempted for takingpermission/approvalof capital reduction proposedinthe scheme. (b)Company shall beexemptedfrom the compliance of the provisionsof theAct forreductioninequity sharescapitalofthecompanyas envisagedintheschemeandbe allowedtheconversionofthe existing4equityshareintoone equityshareof {100each	mpliances While permissions requiredinternallybythe corporatedebtorsuchas shareholderapproval etc. shallbewaivedonce thisResolutionPlanis approved,allfilingsand othercompliancesshall becarriedoutbythe corporatedebtorunder thesuccessfulresolution applicant,byfilingthe requisitefilingfeetothe RegistrarofCompanies.

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CUTTACK BENCH

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IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier^{CP (IB) No.l2B9lKB /2018]}

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In res: Resolution Plan of Maa Durga^{Flour Mills Private Limited}

¶201

st. No.	Waivers,ReliefsandExemptions soughtfromtheAdjudicating Authority	Orders thereon
		Thereshallbeno exemptioninthisregard
8.	Renewal oflicences
	(a)A11licensesandGovemment Approvalsgrantedtocompany whetherlapsed.Expired,cancelled, revokedetc. shallberenewed for the periodforwhichtheywere originallygrantedwithoutany addiaonalfees, Chargesorpenalty or interestand thecompanyshall be permittedtocontinuetooperate its businessandassetinthemanner thatallapprovalsandlicensesare validuntilrenewal/extensionof such licensesand approvalsandbe treatedas the companyiscompliant withthemwithoutinitiatingany investigation, actionorproceeding inrelation tosuchnon-compliance	Once theresolution plan isapprovedbythis AdjudicatingAuthority, thecorporatedebtor under newmanagement shall have one yearin termsofsection 31(4)of theInsolvency& BankruptcyCode,2016, withinwhichtoobtain therequisiteapprovals. The appropriate authoritiesarerequested toconsiderthesame expeditiouslyand favourablysincethe objectoftheInsolvency &BankruptcyCode, 2016,istoenable a fresh startforthecorporate debtor
	(b)A11licensesandGovemment Approvalsgrantedtocompany whetherlapsed.Expired,cancelled, revokedetc. shallberenewed for the periodforwhichtheywere originallygrantedwithoutany additionalfees, Chargesorpenalty or interestand thecompanyshall be permittedtocontinuetooperate its	Whiletheappropriate authoritiesarerequested toconsiderthesame expeditiouslyand favourablysincethe objectoftheInsolvency &BankruptcyCode, 2016,istoenable a fresh startforthecorporate

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IA No.24lCB/2021in TP No.3B /CTB/2019

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[Earlier^{CP (IB)No.1289lKB /2018]}

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In res: Resolution Plan of Maa Durga Flour Mills Private Limited

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sl. No.	Waivers,ReliefsandExemptions soughtfromtheAdjudicating Authority	Orders thereon
	businessandassetinthemanner thatallapprovalsandlicensesare validuntilrenewal/extensionof such licensesand approvalsandbe treatedasthecompanyiscompliant withthemwithoutinitiatingany investigation, actionorproceeding inrelation tosuchnon-compliance.	debtor,thelicencefee, etc. shallbepaidbythe CorporateDebtor. However, the appropriateauthorities arerequestedtoconsider waiverofpenalcharges etc.
9.	Transfercharges etc.
	(a)A11demand ornotice ofdemandby allGovemmentAuthoritiesin .relationtomaking^payments towardstheffansfercharges or uneamedamountthatmaybe applicableinrelationtothe propertiesofthecompanyon accountof theTransaction contemplatedinthisResolution Planshallbewaived.	Notgranted
	(b)Penalties,Taxes,Dues,Charges, Levies andcessonpastnon- complianceofthecompany under applicablelawshall be waived by GovemmentAuthoritiesandthe ResolutionApplicantshallnotbe liableforanynon-complianceunder these applicablelawsforthe period priortothecut-offdate	The appropriate authoritiesarerequested toconsiderthesame favourably.However, theresolutionapplicant isinanycasenotliable forpast non-compliance intermsofsection 32A oftheInsolvency & Bankruptcy Code,2016
10.	Regularisationof non-compliances

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IA No.24lCB/2021in TP No.38 /CTB/2019

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[Earlier^{CP (IB) No.12B9IKB /20181}

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In res: Resolution Plan of Maa Durga Flour^{Mills Private Limited}

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sl. No.	Waivers,ReliefsandExemptions soughtfromtheAdjudicating Authority	Orders thereon
	(a)NonComplianceofthecompany prior tocut-offdatesincluding but notlimitedtoCompaniesAct,2013 Industrial DisputeAct,t947, LabourLaws,IncomeTaxAct, 196L,VAT,ServiceTaxAct,GST, SalesTax,The Relevantshopsand EstablishmentActandrules, circulars,regulationofeachofthe above legislationsha1lbewaived andreliefshall be providedtothe company fromalllitigationpending atdifferentlevelandtaxdues includinginterestand penaltyon suchlitigationshall bewaived.	Grantedintermsofthe judgment ofthe Hon'ble SupremeCourtin GhanashyamMishra andSonsv.Edelweiss AssetReconstruction CompanyLimited.
	(b)Relief,Concessionordispensation forimplementationof the ffansactioncontemplatedunderthe ResolutionPlaninaccordancewith itstermsandconditionsshallbe grantedby allGovernmental Authorities.	The appropriate authoritiesarerequested toconsiderthesame expeditiouslyand favourablysincethe objectoftheInsolvency &BankruptcyCode, 20t6,istoenablea fresh startforthecorporate debtor
11.	Withrcgardtoexistingshareholders
	(a)Reductioninequitysharecapitalby 80%andthepresenttwoequlty sharesof{100/-eachshallbe swappedagainst freshissueofone equitysharesof{100/-each withoutcallingforanymeetingof	While permissions requiredinternallybythe corporate debtorsuchas shareholderapproval etc. shallbewaivedonce thisResolutionPlanis

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IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier^{CP (IB) No.12B9/KB/20181}

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In res: Resolution Plan of Maa Durga^{Flour Mills Private Limited}

¶219

sl. No.	-Waivers,ReliefsandExemptions soughtfromtheAdjudicating Authority	Ordersthereon
	anyclassofshareholder/creditors etc. shall beallowedand company beexemptedto complywithfurther formalitiesundertheCompanies Act,20L3	approved,allfilingsand othercompliancesshall becarriedoutbythe corporatedebtorunder thesuccessfulresolution applicant,byfilingthe requisitefilingfeetothe RegistrarofCompanies. Thereshallbeno exemption in thisregard.
	(b)Inrespectof Resolution Fractionof Share,NoFractionalcertificates shallbeissuedbythecompany uponcapitalreductioninrespectof thefractional entitlements,ifanyto whichtheshareholdersofthe companymaybeentitled toand the directorsofthecompanyshall insteadconsolidateallsuch fractionalentitlementsandallot sharesinlieuthereoftoaDirector oranAuthorized Officerofthe companywith theexpress understandingthatsuchDirectors orthe officershall sellthesame at the bestavarlablepriceinoneor morelotsandbyprivate sale/placementor byauctionas deemedfitanddecisionofsuch directorortheofficer astothe timingand methodofsaleandthe priceshal1befinaland paythesale proceedstothecompany.Thenet saleproceedsshal1bedistributed	Thisisnotinthenature ofaconcession,waiver or dispensation. Therefore,noordersare necessaryinthisregard.

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CUTTACK BENCH

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IA No.24lCB/2021in TP No.38 /CTB/2019

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[Earlier^{CP (IB) No.1289lKB /2018]}

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In res; Resolution Plan of Maa Durga Flour Mills^{Private Limbed}

¶226

sl. No.	Waivers,ReliefsandExemptions soughtfromtheAdjudicatmg Authority	Orders thereon
	amongtheshareholderin proportionoftheirFractional entitlementsofthesharesofthe company.
12.	WithrespecttoPromoters-
	(a)TheResolutionApplicant,theu friendsandrelativesincluding goupcompaniesandsffategic investorsshallbringt200.00lalft formaking upfrontpayment under theplanbywayofadditional equity/quasi-equity/unsecured loanwithoutcallingforanymeeting ofanyclassofshareholders and companybeexemptedfrom complyingwith anyother formalitiesundertheCompanies Act, 20t3andAsumof<550.00 lakhwillbebroughttorestartthe unitincludingworkingcapital requirement.	Thisisnot inthenature ofaconcession, waiver or dispensation. Therefore,noordersare necessaryinthisrcgard.
	(b)TheManagingDirector,Mr. PrasantChandraRath,whoisalso PromoterDirectorshallbeallowed todraw managerialremunerationas pertheResolutionPlanfromthe cut-offdate andthisremuneration shal1bereviewedason3I.03.2021 andthatcanbeincreased appropriatelymatchingwiththe increasedlevelofperformanceand operationof the company.	Thisisnot inthenature ofaconcession,waiver or dispensation. Therefore,noordersare necessaryinthisregard.

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IA No.24lCB/2021in TP No.38 /CTB/2019

¶230

[Earlier^{CP (IB)No.1289lKB /2018]}

¶231

In res: Resolution Plan of Maa Durga Flour Mills^{Private Limited}

¶232

sl. No.	Waivers,ReliefsandExemptions soughtfromtheAdjudicating Authority	Orders thereon
13.	Righttoamendmentprior toCoC appr	oval
	(a) The ResolutionApplicant's Right to amendormodify any waiveror conditions soughtinthepresent planafterapprovalofthesameby COCatanytimebeforetheplanis submittedforconsiderationofthe NCLTshallbereservedwitha clarificationthat no such amendmentandmodification wouldhave anyimpacton theright ofCOC under the plan andithas been undertakenbyCOC thatno such modificationoramendment shall entitle themto withdrawtheir approvalforthe plan.	Thisdoesnotsurvivefor considerationatthis stage, sincethe resolutionplanhas alreadybeenapproved bythe CoC.

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Performance Bank Guarantee

¶234

The Successful Resolution Applicant, Mrs. Lora Mitra Rath, has deposited Performance Bank Guarantee of t50 lakh issued By Bank of India, Sambalpur Branch. A copy of the Performance Bank Guarantee that has been submitted and marked as Annexure-J.

¶235

Objections to the Resolution Plan

¶236

On hearing the submissions made by the Leamed Authorised Representative for the Resolution Professional, and^perusing the record, we find that in the revised resolution plan dated 07.1L.2020 the Resolution Applicant put an additional condition for release of^personal and corporate gvarantee by all the financial creditors (Bank of India, SREI Equipment

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IA No.24lCB/2027 in TP No.38 /CTB/2019 [Earlier^{CP (IB)No.1289lKB /2018]} In res: Resolution Plan of Maa Durga Flour Mills Private^Limited

¶240

Finance Ltd, Tata Capital Services Ltd), which is extended by^promoter group, keeping other terms and conditions same of the revised plan dated 05.10.2020 and 06.10.2020.

¶241

Mr. Patita Paban Bishwal, Ld Counsel appearing on behalf of the Resolution Professional submitted that Bank of India, SREI Equipment Finance Ltd and Tata Capital Services Ltd have not agreed to release of personal and corporate guaruntee given to the Corporate Debtor.

¶242

It is stated that Bank of India requested to the applicant to put the matter before the Adjudicattng Authority for a decision regarding the release of personal and corporute gaarantee given to the Corporate Debtor and accordingly the applicant decided to mention the fact before the Adjudicating Authority and also request to adjudicate on the above issue.

¶243

The applicant submitted that the Resolution Plan was put to vote atthe 72th CoC meeting held on25.11.2020 with the above stated observation.

¶244

Issue for determination

¶245

The only question for consideration is whether an approved Resolution Plan can extinguish personal and corporate liabilities in the teeth of the objections of the gaaruntee-holder.

¶246

Analysis and orders

¶247

27 . In so far as the extinguishment of personal guarantees provided by Directors or other third parties on behalf of the Corporate Debtor are concerned, we are bound by the decision of the Hon'ble Supreme Court in Lalit Kumar lain t^(Jnion of India & others,2 where it has been held rn para 133 that sanction

¶248

'z^{2021SCCOnlineSC 396 decided on21.05,2027.}

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IA No.24lCB/2027 in TP No.38 /CTB/2019 [Earlier^{CP (IB) No.1289lKB/20181} In res; Resolution Plan of Maa Durga Flour Mills Private Limited

¶252

of a resolution plan and finality imparted to it by section 31 does not per se operate as a discharge of the gvararfior's liability.

¶253

Therefore, we do not grant explicit waiver of the personal guarantees provided by the directors or other third parties on behalf of the Corporate Debtor.

¶254

On hearing the submissions made by the Leamed Authorised Representative for the Resolution Professional, and perusing the record, we find that the Resolution Plan has been approved with 99.46% majority by the CoC, as against the minimum threshold of approval by 660/omajority of the CoC.

¶255

As per the CoC, the Resolution Plan meets 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. There is no opposition from any quarter as regards the Resolution Plan.

¶256

On perusal of the documents on record, we are satisfied that the Resolution Plan is in accordance with sections 30 and 31 of the IBC and also complies with regulations 38 and 39 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 20L6 except in so far as extinguishment of personal and corporate guarantees are concemed.

¶257

As far as the question of granting time to comply with the statutory obligations or seeking sanctions from govemmental authorities is concerned, the Resolution Applicant is directed to do the same within one year as prescribed under section 31(4) of the Code.

¶258

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IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier^{CP (IB)No.1289lKB/20181} In res: Resolution Plan of Maa Durga Flour Mills Private Limited

¶261

Any relief sought in the Resolution Plan, where any contract, agreement, understanding, proceeding, action, notice etc. not specifically identified, or is for a future contingency, is, at this point of time, rejected.

¶262

Therefore, subject to the observations made in this Order, we hereby accord our approval to *re Resolution Plan. The Resolution Plan shal1 form part of this Order.

¶263

The Resolution Plan as approved is binding on the Corporate Debtor and other stakeholders involved so that the revival of the Corporate Debtor can come into force with immediate effect.

¶264

The Moratorium imposed under section 14 shall cease to have effect from the date of this order.

¶265

In case of non-compliance of this order or withdrawal of Resolution Plan, the performance goararLtee amount akeady paid by the Resolution Applicant shall stand forfeited, in addition to the Resolution Applicant being liable for any other action as per law.

¶266

The RP shall stand discharged from his duties with effect from the date of this Order. He shall, however, perform his duties in terms of the Resolution Plan as approved by this Adjudicating Authority.

¶267

The Resolution Applicant shall have access to all the Corporate Debtor's records, documents, assets and premises with effect from the date of this Order, to finalise the further line of action required for starting the business operations of the Corporate Debtor.

¶268

Liberty is hereby grantedfor moving applications, if required, in connection with implementation of this Resolution Plan.

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IA No.24lCB/2021in TP No.38 /CTB/2019 [Earlier^{CP (IB) No.1289lKB /2018]} In res: Resolution Plan of Maa Durga Flour Mills Private Limited

¶272

The Resolution Applicant shall file a copy of this Order with the Regisffar of Companies, Cuttack, inter alia for updating the status of the Corporate Debtor.

¶273

The Application being IA No.24ICTB/202L along with Company Petition bearing TP No.38/CTB/2019 [emlier, CP (IB) No.1289/KB/2018J are disposed of accordingly.

¶274

The Registry is directed to send e-mail copies of the order forthwith to all the parties and their Ld. Counsel for information and for taking necessary steps.

¶275