TMI Blog2020 (2) TMI 477X X X X Extracts X X X X X X X X Extracts X X X X ..... d 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 for moving any Miscellaneous Application if required in connection with implementation of this Resolution Plan. 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, 2013 shall be applicable and because of this reason a copy of this Order is to be submitted in the Office of the Registrar of Companies, Mumbai. - MA NO. 3351 OF 2019 & CP NO. 1758/I&BC/MB/MAH/2017 - - - Dated:- 22-1-2020 - Rajasekhar V.K., Judicial Member And Chandra Bhan Singh, Technical Member G. Anirudh Purusothaman, Adv. for the Applicant. ORDER 1. An Application has been moved on 14.10.2019 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. On receiving t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0th Coc meeting dated 4.10.2019, the Resolution plans were discussed according to the evaluation matrix. The revised resolution plan of IPCA was assigned 93 marks and that of Solar was assigned 71 marks. The Coc hence approved the resolution plan of IPCA by 100% voting rights as per section 30(4) of the I B Code. It is noted that the Resolution plan of Solar was rejected as upfront payment proposed by IPCA is ₹ 69 Crore in 15 days whereas Solar has offered ₹ 51 Crore in 30 days. 10. The RP states that the successful Resolution Applicant/IPCA has submitted a certificate of eligibility u/s 29A of the I B Code. Further, the RP had Appointed 2 Independent valuers, i) Mr Sanjay Dayal and ii) M/s K.G. Somani and Co., to ascertain the Liquidation value and Fair market value of the Corporate Debtor. As per the valuation reports, the average liquidation value of the Corporate Debtor is stated to be ₹ 51,86,98,853/- and the average fair market value is stated to be ₹ 75,89,29,099/- . 11. Summary of payments under the Plan vis vis admitted is as below: (Amt INR in lakhs) Sl. No. Category of Stakeholder Am ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n plan as approved by the CoC meets all the requirements of the IBC and Regulations thereunder. 14. The eligibility of the resolution applicant under section 29A of the I B Code has been looked into. It can be seen from the affidavit of Resolution Applicant under section 29A that the Resolution Applicant is not ineligible under section 29A to submit a Resolution Plan for the Corporate Debtor. 15. The Applicant has duly submitted Form H stating that the resolution plan is complaint of the provisions of the code. The Applicant has preferred the present application for approval of the resolution plan by this Adjudicating Authority. 16. The details of the Resolution Plan as approved by CoC are as under: Resolution Plan for Noble Explochem Limited (pursuant to the Insolvency and Bankruptcy Code, 2016) by IPCA Laboratories Limited Dated: October 3, 2019 TABLE OF CONTENTS PART A: DEFINITIONS, BACKGROUND AND LIQUIDATION VALUE ............. 9 1. DEFINITIONS AND INTERPRETATION .................................................. 9 1.1 Definitions .................................................................................................... ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ........................ 20 7.5 Claims admitted in relation to the Workmen Employees: ................ 25 7.6 Any remaining debts and dues ................................................................. 26 7.7 Shareholders and other Persons ............................................................... 26 8 RIGHT TO RECEIVABLES ....................................................................... 26 9 Currency of Payment ................................................................................... 27 10 Limit on Liability ......................................................................................... 27 11 SUBSIDIARY, JOINT-VENTURE and ASSOCIATE COMPANIES ...... 28 12 DETAILS OF BUSINESS TURNAROUND OF THE CORPORATE DEBTOR................. 28 PART D: SOURCES OF FUNDS AND TREATMENT OF STAKEHOLDERS ...... 28 13 Sources of funds ........................................................................................... 28 PART E: ACCOUNTING TREATMENT, ASSUMPTIONS ..................................... 29 14 Accounting treatment ................................................................................... 29 1 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ................................... 46 25.6 Validity ........................................................................................................ 46 25.7 Effect of the order of NCLT ...................................................................... 46 Schedule 1 : Members of the CoC ................................................................................ 52 Schedule 2 : Interpretation ............................................................................................ 53 Schedule 3 : Shareholding Pattern of the Corporate Debtor for Quarter ended June 2019, as available on Bombay Stock Exchange .................................................... 55 Schedule 4 : Details of claims of operational creditors other than workmen and employees ........................................................................................ 56 57A Schedule 5 : Details of Claims of Employees and Workmen ...................................... 57 Schedule 6 : Credibility of the Resolution Applicant ................................................... 58 Schedule 7 : Details of Current Management and Key Managerial Personnel the Resolu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... orporate Debtor as may be mutually agreed between the Resolution Applicant and the members of the CoC; Effective Date is defined in Clause 15.9; Group with reference to any entity is any affiliate, parent, subsidiary, holding company, associate or promoter of that entity; IRP is defined in Clause 2.1(iii); IC Date means the insolvency commencement date, i.e. May 14, 2018; ICDR Regulations means the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; Information Memorandum means the information memorandum dated July 2019 prepared by the Resolution Professional pursuant to Regulation 36 of the CIR Regulations, and made available to the Resolution Applicant; Interim Period is defined in Clause 18.1; IRPC have the meaning assigned to insolvency resolution process costs under the Code read with the CIR Regulations; Monitoring Agency is defined in Clause 18.1(a); NCLT means the National Company Law Tribunal; NCLAT means the National Company Law Appellate Tribunal; Operational Creditors is defined in Clause7.3(a); Reconstituted Board means the board of d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 7-18/10256 as the interim resolution professional( IRP ) with effect from May 14, 2018.The IRP subsequently made public announcements in the newspapers regarding initiation of the corporate insolvency resolution process and called for proof of claims from the financial and operational creditors, workers and employees of the Corporate Debtor in the specified forms. (iv) The CoC was constituted by the IRP. In the second CoC meeting held on March 1, 2019, the CoC appointed Adv. Prajakta Menezes, having registration no. IBBI/IPA-001/IPP01349/2018-19/12016, as the Resolution Professional ( RP ). (v) The RP prepared the Information Memorandum that was made available to the Resolution Applicant. 2.2 The Corporate Debtor (i) The Corporate Debtor is a listed public company incorporated in India bearing CIN - L24292MH1982PLC026728 and has its registered office at Plot No. 54/B, Shree Tower, Shankar Nagar, Nagpur - 440010.As per information available on the website of the Bombay Stock Exchange ( BSE ) the shares of the Corporate Debtor were last traded on 18 February 2018 and since then have been suspended due to penal reasons . (ii) The Corporate Debtor was incorporated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... facilities inspected by the global drug regulatory authorities like US-FDA, UK-MHRA, EDQMEurope, WHO-Geneva and many more. IPCA is a therapy leader in for antimalarials with a market-share of over34% with a fast-expanding presence in the international market. IPCA also leads in DMARDs (Disease Modifying Anti-Rheumatic Drugs) treatment for rheumatoid arthritis. IPCA has leading brands in 5 therapeutic areas, with 3 of the branded formulations being ranked among the Top-300 Indian brands by ORG-IMS. IPCA has a global presence in over 120 countries and in markets as diverse as Africa, Asia, Australia, Europe and the US and its international clients includes global pharmaceutical giants like AstraZeneca, GlaxoSmithKline, Merck, Roche and Sanofi Aventis amongst others. (iii) A corporate profile audited annual report of financial year 2018-19 and Credit Rating Reports of the Resolution Applicant is attached with this Resolution Plan. (iv) The Resolution Applicant has severally authorized Mr. Ajit Kumar Jain, Joint Managing Director, Mr. Pranay Godha, Executive Director and Mr. Prashant Godha, Executive Director, to take all steps necessary for the submission of and further action ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion Applicant The particulars regarding credibility of the Resolution Applicant is set out in Schedule 6 (Credibility of the Resolution Applicant) and the details of the experienced persons in management of the Resolution Applicant are set out in Schedule 7 (Details of management of the Resolution Applicant and management of the Corporate Debtor post acquisition of control by the Resolution Applicant). PART C: MERGETHE CORPORATE DEBTOR WITH THE RESOLUTION APPLICANT THROUGH THE CORPORATE INSOLVENCY RESOLUTION PROCESS 4. BASIS OF PREPARATION 4.1 The preparation of the Resolution Plan is based on the Information Memorandum dated July 2019 provided to the Resolution Applicant by the Resolution Professional. If, at any time before or after submission of this Resolution Plan, should the information on the basis of which this Resolution Plan has been prepared, change, or new information becomes available, or if there is a material adverse change i.e. shall there have occurred any fact, matter, event, circumstance, condition or change which materially and adversely affects, or could reasonably be expected to materially and adversely affect, individually or in aggregate, t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on Plan ( RFRP ) dated July 2, 2019, the Resolution Applicant undertakes to provide Earnest Money Deposit of ₹ 50,00,000 (Rupee Fifty Lakhs) in the form of Bank Guarantee in the format VIII provided in the RFRP 6. PERFORMANCE BANK GUARANTEE (PBG) As per clause 1.10.3 of the Request for Resolution Plan dated July 2, 2019, the Resolution Applicant, if successful, undertakes to provide an irrevocable and unconditional performance bank guarantee issued by a scheduled commercial bank of an amount aggregating to the sum total of 5% (five percent) of the Total Consideration offered under the resolution plan, amounting to ₹ 3,45,00,000 (Rupees Three Crore Forty Five Lakh), within 5 (five) working days of issuance of LOI by the Resolution Professional. The PBG will be provided in the form of Bank Guarantee substantially as per format VIIIA of the RFRP. 7. PAYMENTS AND FULL AND FINAL SETTLEMENT OF ALL CLAIMS 7.1 Total Consideration to Stakeholders (a) The Resolution Applicant proposes a Total Consideration of ₹ 69,00,00,000 (Rupees Sixty Nine Crore) to all stakeholders, under this Resolution Plan. In no event the Total Consideration for the claims or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... a resolution plan by a vote of not less than sixty-six per cent. of voting share of the financial creditors, after considering its feasibility and viability, the manner of distribution proposed, which may take into account the order of priority amongst creditors as laid down in sub-section (1) of section 53, including the priority and value of the security interest of a secured creditor and such other requirements as may be specified by the Board . d) It has been proposed, discussed and agreed with the CoC that the Operational Creditors shall be paid an amount of ₹ 126.74 Lakhs (Rupees One Hundred TwentySix Lakhs and Seventy Four Thousand) out of the Total Consideration in settlement of their total claims. The distribution of the consideration to the Operational Creditors shall be in proportion to their admitted claims in accordance to this Resolution Plan. e) All amounts payable under sub-clause (d) above shall be included in the Total Consideration to be paid by the Corporate Debtor into a Designated Account and shall be distributed to all such Operational Creditors whose claims are payable under sub-clause (d), on the Completion Date, and upon such payment, the Cor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gation, liability or duty in relation thereto. (iii) Upon approval of this Resolution Plan by the NCLT, all dues under the provisions of Income Tax Act, 1961, including taxes, duty, penalties, interest, fines, cesses, unpaid tax deducted at source / tax collected at source, whether admitted or not, due or contingent, whether part of above claim of income tax authorities or not, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, in relation to any period prior to the Completion Date, shall stand extinguished and the Corporate Debtor shall not be liable to pay any amount against such demand. All, assessments / appellate or other proceedings pending in case of the Corporate Debtor, on the date of the order of NCLT relating to the period prior to that date, shall stand terminated and all consequential liabilities, if any, stand abated and should be considered to be not payable by the Corporate Debtor. All notices proposing to initiate any proceedings against the Corporate Debtor in relation to the period prior to the date of NCLT order and pending on that date, shall stand abated and should not ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ntial demand shall be considered nonexisting and as not payable by the Corporate Debtor. Any proceedings which were kept in abeyance in view of insolvency process or otherwise shall not be revived post the order of NCLT. (v) Upon approval of this Resolution Plan by the NCLT, all liabilities (including without limitation, for any penalty, interest, fines or fees) or obligations of the Corporate Debtor, in relation to: (A) any investigation, inquiry or show-cause, whether civil or criminal; (B) any non-compliance of provisions of any 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, privilege or permission to which the Corporate Debtor or its subsidiaries, joint ventures or associates are entitled; (D) any leasehold rights or freehold rights to movable or immovable properties in the possession of the Corporate Debtor; (E) any contracts, agreements or commitments made by the Corporate Debtor, whether admitted or not, due or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mittee of creditors may approve a resolution plan by a vote of not less than sixty-six per cent. of voting share of the financial creditors, after considering its feasibility and viability, the manner of distribution proposed, which may take into account the order of priority amongst creditors as laid down in sub-section (1) of section 53, including the priority and value of the security interest of a secured creditor and such other requirements as may be specified by the Board 3. It has been proposed, discussed and agreed with the CoC that the claims of the Related and Unrelated Financial Creditors shall be paid an amount of ₹ 5,730.49 Lakhs (Rupees Five thousand seven hundred thirty lakhs and fourty nine thousand) to Related and Unrelated Financial Creditors, in the manner as agreed and mentioned in Clause 13.5, out of the Total Consideration in settlement of their total claims (Refer Exhibit 1 at the end) 4. Payment Terms: Payment to the dissenting Financial Creditors: The dissenting Financial Creditors (i.e. those Financial Creditors who vote against, or abstain from voting for, the Resolution Plan approved by the CoC) shall be paid an amount not less than an amo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al creditor of the Corporate Debtor, that has not been filed with the Resolution Professional, or if filed, has not been accepted by the Resolution Professional as payable by the Corporate Debtor, shall stand extinguished and shall no longer be payable. (vii) For the avoidance of doubt, all accrued or unpaid interest, arising on or after the IC Date and until the Completion Date, in relation to the financial debt of the Corporate Debtor will be written off in full and shall be permanently extinguished and the Corporate Debtor or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. (viii) Other than as specified in Clause 7.44(1), 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 crystallised 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 Corporate Debtor or in connection with any financial debt o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... areness, pledge, charge, encumbrance, hypothecation or collateral provided in connection with any financial debt or any other debt or obligation of the Corporate Debtor, at any time prior to the Completion Date (other than in respect of any personal or corporate guarantees provided by third parties in connection with any financial debt or any other debt or obligation of the Corporate Debtor), shall stand permanently extinguished on the approval of this Resolution Plan by the NCLT. It is hereby clarified that the obligations and liabilities of third parties in relation to personal or corporate guarantees provided by such third parties in connection with financial debt or obligation of the Corporate Debtor at any time prior to the Completion Date shall continue to be enforceable against such third parties (which shall not include the Resolution Applicant). It is further clarified that the liabilities and obligations of the Corporate Debtor in relation to any personal guarantee or corporate guarantee provided by a third party in connection with any financial debt or any other debt or obligation of the Corporate Debtor, at any time prior to the Completion Date shall stand permanent ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nies for satisfaction of all charges in respect of such security) including any powers of attorney, pledge of shares, guarantees or other encumbrance issued by the Corporate Debtor, or any third party or any of its promoters (other than any personal guarantees or corporate guarantees provided by promoters of the Corporate Debtor or third parties in connection with any financial debt or any other debt or obligation of the Corporate Debtor).The Financial Creditors shall issue the certificate of discharge within a period of 7 days from the date of receipt of their dues under this Resolution Plan, failing which it shall be deemed that the Financial Creditors have discharged their security interests over the assets of the Corporate Debtor. 7.5 Claims admitted in relation to the Workmen Employees: (a) As per the Information Memorandum, the admitted claims of employees and workmen is ₹ 1534.79 lakhs (Rupees Fifteen Crore Thirty Four Lakhs and Seventy Nine Thousand). The details of the dues of the employees is set-out at Schedule 5(Details of claims of workmen and employees). (b) As per Sec 30(4) of the Code, The committee of creditors may approve a resolution plan by ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... unknown, disputed or undisputed, present or future, in relation to any period prior to the Completion Date or arising on account of the acquisition of control by the Resolution Applicant over the Corporate Debtor pursuant to this Resolution Plan, except for payments contemplated under this Clause 05 shall stand permanently extinguished and the Corporate Debtor or the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. 7.6 Any remaining debts and dues (a) Remaining debts and dues Any liabilities claim and debts, both current and future, arising out of the on-going litigations as mentioned in Section 18 and 19 of the Information Memorandum dated July 2019, shall not be a liability on the Resolution Applicant in the event of adverse outcome. However, the Hon ble NCLT is at liberty to decide the claim of such parties, by issuing notices to such parties and making them Respondents before approving this Resolution Plan. In any event, the Resolution Applicant shall not increase the Total Consideration proposed under this Resolution Plan, towards any liabilities arising in future on account of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on Memorandum and there shall be no set off of any such amounts recoverable by the Corporate Debtor against any amount paid by the Corporate Debtor or any liability discharged, satisfied or extinguished pursuant to this Resolution Plan. 8.2 If any person who receives any payment pursuant to this Resolution Plan recovers any additional amount from any third party including but not limited to recovery on account of any guarantees or other securities issued by any third party, then such person shall be liable to pay back such additional amounts to the Corporate Debtor. 8.3 Recovery, if any, made pursuant to the order passed by the NCLT under Sec 43 (preferential transactions), Sec 45 (undervalued transactions), Sec 50 (extortionate credit transactions) and Sec 66 (fraudulent transactions) of the Code, shall be exclusive right of the CoC of the Corporate Debtor. 9 CURRENCY OF PAYMENT All payments proposed to be made pursuant to this Resolution Plan will be in Indian Rupees (₹). 10 LIMIT ON LIABILITY 10.1 Notwithstanding anything contained in this Resolution Plan, in no event the total payments by the Resolution Applicant or the Corporate Debtor to its stak ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o the IC Date. Provided that any such liabilities and claims against the Corporate Debtor, whether crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, which may have arisen from the IC Date till the Completion Date shall form part of the Insolvency Resolution Process Cost as per Regulation 31 of CIR Regulations and shall be paid in accordance with clause 7.2 11 SUBSIDIARY, JOINT-VENTURE AND ASSOCIATE COMPANIES 11.1 The Resolution Applicant and the Corporate Debtor shall not be liable towards any claims or obligations (present or future, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed) towards or relating to the associate companies of the Corporate Debtor, domestic or foreign, subsidiary or joint-venture that relate to a period prior to the Completion Date, including in relation to any undertakings or guarantees issued by the Corporate Debtor for such subsidiary, joint-venture and associate companies, in any manner whatsoever. The Corporate Debtor shall be entitled to substitute and alter the board of directors of its subsidiary, joint-venture and associate compani ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 5,307.00 6. Any Other liability, incl-Contingent liabilities 0.00 TOTAL A 6,900.00 7. Supervision and Implementation of Resolution Plan 10.00 8. Capital Expenditure by Resolution Applicant 27,000.00 9. Working Capital Margin 2,098.00 TOTAL B 29,108.00 10. TOTAL OUTLAY UNDER THE RESOLTION PLAN (A + B) 36,008.00 SOURCES OF FUND 1 Internal Accruals, incl: Cash Cash Equivalent, loans, bonds or debt instruments 36,008.00 Total 36,008.00 PART E: ACCOUNTING TREATMENT, ASSUMPTIONS 14 ACCOUNTING TREATMENT (a) The Resolution Professional shall draw-up a statement of accounts as of the date of approval of this Plan by the NCLT and provide the same to the Corporate D ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tor for a period of 2 (two) years and till such time, the Resolution Applicant will apply for fresh licenses. (b) For the avoidance of doubt, it is hereby clarified that all consents, licenses, approvals, rights, entitlements, benefits and privileges whether under law, contract, lease or license, granted in favour of the Corporate Debtor or to which the Corporate Debtor is entitled or accustomed to, which have expired as of the Completion Date, shall be deemed to continue without disruption for the benefit of the Corporate Debtor for a period of 12 months or until renewed by the relevant authorities, whichever is later. Without any liability for the non-compliance during the time specified above, the Resolution Applicant undertakes to cause the Corporate Debtor to expeditiously identify such expired consents, licenses, approvals, rights, entitlements, benefits and privileges whether under law, contract, lease or license, granted in favour of the Corporate Debtor or to which the Corporate Debtor is entitled or accustomed to, evaluate the steps required to address the same and take steps to remedy the same to the extent practically possible. (c) The Resolution Applicant has a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es and take steps to remedy such non-compliances to the extent practically possible. The Resolution Applicant and the Corporate Debtor shall be entitled to apply to and approach the NCLT for relief for continued implementation of the approved Resolution Plan before or after any coercive action is taken against the Corporate Debtor or the Resolution Applicant, especially in view of the limited due diligence offered to the Resolution Applicant. (c) This Resolution Plan will be implemented pursuant to an order of the NCLT, and all actions stated in this Resolution Plan shall be deemed to be approved by the NCLT. Accordingly, any action or implementation of this Resolution Plan shall not be a ground for termination of any contracts entered into by the Corporate Debtor by the counter party(ies) to such contracts. 15.4 Inquiries, investigations etc. Upon approval of this Resolution Plan by the NCLT, all inquiries, investigations and proceedings (including before the BIFR), whether civil or criminal, notices, causes of action, suits, claims, disputes, litigation, arbitration or other judicial, regulatory or administrative proceedings against, or in relation to, or in connectio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Resolution Applicant in monetary terms. (b) Accordingly, upon the Resolution Plan being approved by the NCLT, the actions undertaken pursuant to the implementation of the Resolution Plan shall be deemed to be exempt from any tax obligation under various taxing statutes, including but not limited to Sections 50B, 50C, 50CA, 56 and 115JB under the Income-tax Act as well as the Central Goods and Services Tax Act, 2017 (as amended from time to time) and the provisions of the Indian Stamp Act, 1899 (as amended from time to time) and other laws relating to payment of stamp duty applicable in any state. (c) The Corporate Debtor shall be entitled to carry forward the unabsorbed depreciation and accumulated losses and to utilize such amounts to set off future tax obligations. 15.6 Anti-corruption provisions and immunity (a) As the Resolution Applicant will acquire control over the Corporate Debtor pursuant to the order of the NCLT and not pursuant to the usual acquisition process which would ordinarily include a detailed due diligence and representation, warranties and indemnities in relation to the affairs of the Corporate Debtor from its existing promoters, the Resolution ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion Applicant, the Resolution Applicant shall, for good order seek the confirmation of SEBI for deemed delisting of the shares of the Corporate Debtor on the Completion Date. Upon cancellation of entire existing share capital in existence of the Corporate Debtor on the date of approval of the Resolution Plan, SEBI shall record delisting the Corporate Debtor pursuant to the Resolution Plan without the Corporate Debtor being required to make a delisting offer or a petition for cancellation of equity share capital or giving any exit offer to the shareholders of the Corporate Debtor in any manner whatsoever under applicable SEBI laws. The application made by the Resolution Applicant to SEBI is to enable such cancellation and delisting to be done without it being subject to the procedure for delisting under the Delisting Regulations since the value of the shares of the Corporate Debtor has been totally eroded and is nil; Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2018. No approval from the recognized stock exchange on which the shares are listed shall be required and the approval of NCLT for the Plan shall be deemed to be the final ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... no resolution applicant has received additional information not provided to any other resolution applicant. 16 POWERS OF THE NCLT 16.1 The Resolution Applicant has assumed that the Code is a complete code and the NCLT acting under the Code is empowered to grant a single window clearance for all actions as provided in a resolution plan approved by the NCLT. 16.2 Accordingly, the process stipulated under the Code for implementation of a resolution plan is a final and binding process and therefore, any action undertaken pursuant to a resolution plan approved by the NCLT under the Code does not require compliance with procedural requirements under other laws. 17 RIGHT TO SHARE NCLT ORDER AND THIS RESOLUTION PLAN 17.1 The Resolution Applicant and the Corporate Debtor shall be entitled to share a certified copy of this Resolution Plan and the order of the NCLT approving this Resolution Plan with third parties, including Governmental authorities. 17.2 The measures and declarations set-out in this Resolution Plan, and the order of the NCLT approving this Resolution Plan shall take effect notwithstanding anything inconsistent therewith contained in any other law for ..... 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Effective Date would have qualified as insolvency resolution process cost, shall be paid by the Resolution Applicant, subject to a prior approval of the Resolution Applicant having been obtained prior to such cost having been incurred. 19 STEPS TO COMPLETION AND COMPLETION DATE ACTIONS 19.1 Change in authorized share capital On the Completion Date, the authorized share capital of the Corporate Debtor shall stand revised to NIL, pursuant to the order of the NCLT, in line with Delisting Notification, without any further act or deed. 19.2 Completion Day Corporate Actions On the Completion Date, the following actions shall be completed substantially simultaneously: (a) Reconstitution of the board of directors: (i) Pursuant to the approval of the NCLT, the suspended board of directors shall stand dissolved and the directors of the Corporate Debtor immediately prior to the Completion Date, shall be deemed to have resigned and shall vacate their office, without the need for any further act or deed, and without any additional payment or compensation. Provided however that, such directors shall not be released from any liability in their capacity as directors, fo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t of any of the creditors of the Corporate Debtor or approval of the shareholders of the Corporate Debtor, as the Resolution Plan, upon being approved by the NCLT shall be binding on the Corporate Debtor and its stakeholders (including its creditors and shareholders), and in addition in accordance with the October 25 Circular, approval of the shareholders/members of the corporate debtor/company, which would have been required under Companies Act, 2013 or any other law if the resolution plan was being considered outside the scope of the Code, shall not be required for cancellation and issuance of shares and any other action under the Resolution Plan for its implementation. On approval of the Resolution Plan by the NCLT, the approval of the shareholders shall be deemed to have been given as per explanation of sec 30(2) of the Code for effecting cancellation of capital, revision of agreements, constitutional documents such as Memorandum of Association, Articles of Association and for implementation of any other actions under the Resolution Plan. (E) The draft Scheme for amalgamation and reduction of capital is set out in Schedule 14 hereto. (d) Hand-over by the Resolution ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... On the Completion Date, all documents relating to the Corporate Debtor, including all title deeds in respect of its immoveable property and any documents pertaining to movable property of the Corporate Debtor, held by the Resolution Professional or the members of the CoC, shall be handed over to the Resolution Applicant with a declaration that all such property is free from any known mortgages, charges or other encumbrances, which shall stand discharged in accordance with this Resolution Plan. (e) Satisfaction of Existing Charges On the Completion Date, the Financial Creditors shall, simultaneous with the disbursal of amounts in accordance with Clause 7.4(3) of this Resolution Plan, issue a certificate of discharge and no-claims to the Corporate Debtor and also return the security documents to the Corporate Debtor forthwith and unconditionally release all security available to them as on the Completion Date in connection with any amounts payable to them by the Corporate Debtor (including making all requisite filings with the Registrar of Companies for satisfaction of all charges in respect of such security) including any powers of attorney, pledge of shares, guarantees or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the erstwhile management of the Corporate Debtor with immediate effect and the simultaneous appointment of a reconstituted board of directors vide the same order of the Hon ble NCLT accepting the Resolution Plan. (b) The reconstituted board of directors of the Corporate Debtor shall constitute of such number of directors as shall be determined by the Resolution Applicant and one director to be nominated by the Financial Creditors, collectively ( Reconstituted Board ). Such directors shall be nominated by the Resolution Applicant and the Financial Creditors prior to making such application to the NCLT and shall be substituted in place and instead of the erstwhile board of directors of the Corporate Debtor with effect from the Completion Date. To this end, all requisite documents for appointment of the Reconstituted Board shall be attached with the application made for this purpose to the NCLT. None of the members of the Reconstituted Board shall be persons disqualified under Section 29A of the Code. (c) The Resolution Professional (for the period up to the Effective Date) and the members of the erstwhile board of directors of the Corporate Debtor shall continue to be respon ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... al of the Resolution Plan by NCLT, the Resolution Applicant undertakes to reduce the entire 1,92,28,100 shares of ₹ 10 each (as per Shareholding Pattern available on Bombay Stock Exchange website dated June 2019) of the Corporate Debtor to Zero and cancel the share capital to NIL. (b) The liquidation value due to the existing shareholders in accordance with Sec 53(1) of the Code is NIL, therefore there shall be no consideration paid to such existing shareholders after the reduction and cancellation of the share capitalin line with Delisting Notification, (c) With effect from the Completion Date, the Corporate Debtor shall be merged with the Resolution Applicant, without obtaining any separate Order from the Hon ble NCLT or any other Authority/Agency. Details of management of the Resolution Applicant post-merger with the Corporate Debtor is set out in Schedule 7. (d) It is hereby clarified that the managerial personnel of the Resolution Applicant pursuant to this Clause 20 shall not be liable for any past non-compliances with the provisions of applicable laws by the erstwhile key managerial personnel of the Corporate Debtor. 21 RETENTION OF EMPLOYEES On mer ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Effective Date + 15 days 24.3 The aforementioned timeline is indicative and a delay on account of regulatory or other reasons shall not be considered to be a contravention of this Resolution Plan, if all the steps are completed prior to the expiry of the Completion Date.However, any approvals or permission required by the Resolution Applicant, under any law time being in force, shall be obtained from relevant statutory and regulatory approvals in time specified under that law, but in no event later than 1 (One) year from the Effective Date. 25 OTHER TERMS AND CONDITIONS 25.1 Governing Law The Corporate Debtor and the new management shall be governed by the laws of India giving effect to NCLT order approving the Resolution Plan and any agreements, documents and instruments executed in connection with the Resolution Plan. Any disputes in connection with or arising out of the Resolution Plan shall be subject to the jurisdiction of courts and forums at Mumbai. 25.2 Binding Effect Subject to receipt of the approval of NCLT and subject to applicable law, this Resolution Plan, once approved by the CoC and the NCLT, shall be binding on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ys written notice to the Corporate Debtor and the Resolution Applicant. 25.6 Validity The validity of the Resolution Plan shall be as per clause 1.9.3 of the Request For Resolution Plan dated July, 2 2019 which is for a period of not less than 12 (twelve) months from the Submission Date including any revisions to such Resolution Plan. 25.7 Effect of the order of NCLT (a) A certified copy of the approved Resolution Plan and the order of the NCLT approving this Resolution Plan shall constitute conclusive evidence of the rights and entitlements of the Corporate Debtor as provided in the Resolution Plan and the settlement of claims with the financial creditors and discharge and extinguishment of all other claims and obligations, rights and entitlements of dissentient financial creditors, operational creditors and other creditors in accordance with the Resolution Plan by deemed satisfaction, discharge or extinguishment. A certified copy of the approved Resolution Plan and the order of the NCLT approving this Resolution Plan shall, where applicable, constitute conclusive evidence of any modifications or cancellation or abandonment of contractual arrangements or agreem ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate Debtor and the website of the Resolution Applicant. (c) A certified copy of the approved Resolution Plan and the order of the NCLT approving this Resolution Plan shall constitute conclusive evidence that notwithstanding anything contained in any other document or instrument or contract, upon implementation of the Resolution Plan any right, title and interest to all immovable property in the name of the Corporate Debtor, will continue to remain vested in the name of Resolution Applicant, without any further act, instrument or deed and for this purpose the relevant persons shall cooperate with the Corporate Debtor to take necessary steps and execute such documents as may be required for continuance of vesting of the immovable properties in the name of the Corporate Debtor; (d) A certified copy of the approved Resolution Plan and the order of the NCLT approving this Resolution Plan shall constitute conclusive evidence that notwithstanding anything to the contrary, the power of attorneys or authorizations issued by the Corporate Debtor shall stand cancelled without any further act, instrument or deed; (e) A certified copy of the approved Resolution Plan and the order of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... igations will be nil and there shall be no recourse against the Corporate Debtor or the Resolution Applicant in respect of the same. Any appeals or challenges against the Corporate Debtor in respect of such litigations shall also stand withdrawn, without any further act, instrument or deed. It is clarified that all litigations, instituted by the Corporate Debtor, initiated or arising and pending before the Completion Date shall continue, except any suit filed by the Corporate Debtor against Yatish Trading Company Pvt Ltd and/or any of its Associates/Affiliates in any court including the High Court of Mumbai as mentioned on page no. 44 of the Information Memorandum dated July 2019; (i) A certified copy of the approved Resolution Plan and the order of the NCLT approving this Resolution Plan shall constitute conclusive evidence, upon discharge and payment of the relevant Total Consideration as per this Resolution Plan, that the charges over the shares of the Corporate Debtor in favour of any creditor shall automatically be released; (j) A certified copy of the approved Resolution Plan and the order of the NCLT approving this Resolution Plan shall constitute conclusive evidence ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the corporate debtor, if applicable Please refer to Clauses 7.7, 15.7, 19.2 and 20 (f) Curing or waiving of any breach of the terms of any debt due from the corporate debtor Not Applicable (g) Reduction in the amount payable to the creditors Please refer to Clause 7.3, 7.4, 7.5 and 7.6 (h) Extension of a maturity date or a change in interest rate or other terms of a debt due from the corporate debtor Not Applicable (i) Amendment of the constitutional documents of the corporate debtor Please refer to Clauses 19.2(c) and 25.7(a) (j) Issuance of securities of the corporate debtor, for cash, property, securities, or in exchange for claims or interests, or other appropriate purpose Not Applicable (k) Change in portfolio of goods or services produced or rendered by the corporate debtor Please refer to Schedule 8 (l) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quest of the Resolution Professional or CoC, the Resolution Applicant shall remedy the deficiencies in the Resolution Plan (including, without limitation, the supporting documents and submissions in the Resolution Plan) and submit a revised Resolution Plan, that is compliant with the provisions of the Code and the RFRP, for the consideration of the CoC. For and on behalf of the Resolution Applicant Ipca Laboratories Limited Authorised Signatory Name of Authorised Signatory: Ajit Kumar Jain Designation of Authorised Signatory: Joint Managing Director Date: 3rd October 2019 Place: Mumbai Schedule 1: Members of the CoC Financial Creditors included in CoC S.No. Member of CoC Admitted Claim (in Rs. Lakhs) Voting Share 1. Yatish Trading Company Private Limited 8,700.97 88.53% 2. DIL Ltd 1,126.81 11.47% Total 9,827.78 Related Party Financial Creditors not included in CoC ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... indirectly replaced; (c) Unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular. (d) References to the masculine, the feminine and the neuter shall include each other. (e) References to a company shall include a company, corporation or other body corporate, wherever and however incorporated or established. (f) The background and schedules form part of this Resolution Plan and shall have the same force and effect as if expressly set out in the body of this Resolution Plan, and any reference to this Resolution Plan shall include any background and schedules to it. Any references to Clauses and schedules are to Clauses and schedules to this Resolution Plan. Any references to parts or paragraphs are, unless otherwise stated, references to parts or paragraphs of the schedule in which the reference appears. (g) A reference to this Resolution Plan or any other document shall be construed as references to this Resolution Plan or that other document as amended, varied, novated, supplemented or replaced from time to time. (h) A reference to this Clause shall, unless followed by reference to a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... employees (in Rs. Lakhs) Sr No. Name of Worker / Employee Amount Claimed (incl. Interest) Amount admitted 1 J P Chemicals 183.71 95.40 2 Libord Securities Ltd 90.08 90.08 3 Sagar Enterprises 84.09 44.10 4 Gram Panchayat Hingani 28.50 28.50 5 Noble Employees Credit Co-op Society Ltd, Hingini through Sandeep U Raut, Liquidator 13.95 20.54 6 Madhuban Drums Barrels 18.94 18.94 7 Satellite Corporate Services Pvt Ltd 17.25 17.10 8 Employees Provident Fund Organisation 15.55 15.55 9 Tops Security Ltd 14.45 14.45 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Union Noble Explochem Mazdoor Sangh 1,167.17 619.71 3 Sidharth Ramesh Kothari 36.49 34.84 4 Piyush Kothari 12.07 12.07 5 Vinda M Warhadpande 11.43 11.43 6 Tikam Chand Kothari 7.32 7.32 7 Sameer Maheshwari 5.04 5.04 8 Ravindra DinkarraoKhalatkar 2.00 1.51 9 Rajesh Ramjidasji Vaidya 1.80 2.86 10 Sunil V Mandekar 2.18 2.53 11 Natarajan Mani 1.20 2.50 12 Ashok Pandurangjipihul 2.33 2.39 13 Chadrakant M Tadas 2.09 2.09 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 38 Praveen Narayan Gautam 7.00 0.71 39 Baban Mahadeorao Bhanse 4.36 3.28 TOTAL 2,243.51 1534.79 Schedule 6: Credibility of the Resolution Applicant IPCA Laboratories Ltd, is a fully-integrated Indian pharmaceutical company manufacturing over 350 formulations and 80 APIs for various therapeutic segments. The Company, is one of India's largest exporters of API s and one of the world's largest manufacturers of the following API s - Atenolol, Losartan (anti-hypertensives), Chloroquine Phosphate (anti-malarial), Furosemide (diuretic), Hydroxychloroquine Sulphate (NSAID), Metoprolol Succinate (anti-hypertensive), Metoprolol Tartrate (antihypertensive) and Pyrantel Salts (anthelmintic) - besides being one of the largest suppliers of these API s worldwide. For more than 60 years, IPCA has been partnering healthcare globally in over 120 countries and in markets as diverse as Africa, Asia, Australia, Europe and the US. The customers of the Company are amongst ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 331.4 477.4 256.1 92.5 188.3 233.1 454.9 Net Worth 874.9 1,053.9 1,262.3 1,569.9 1,981.6 2,221.8 2,283.1 2,475.1 2,695.0 3,136.7 Net Block 674.8 792.6 1,007.3 1,204.5 1,471.0 2,019.9 2,105.5 2,040.8 1,927.8 1,806.1 Book Value per Share 69.9 83.8 100.1 124.4 157.0 176.1 180.9 196.1 213.6 248.3 As it can be seen, IPCA Laboratories Ltd. has been delivering consistent financial results for the last 10 years and the company is on strong financial footing. The below documents are attached as Annexures 1. Credit Rating ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ploma in Management Studies from Jamnalal Bajaj Institute of Management Studies. He has nearly 4 decades of experience in multi-national companies like Wyeth, Hindustan Unilever and Reliance Group in leadership positions in the functional areas such as Finance, Commercial, Marketing, Risk Management, Business Management, Investment and General Management with profit center responsibilities in multiple sectors including Drugs Pharmaceuticals, FMCG, Fiber Petrochemicals, Energy, Infrastructure and Real Estate. Mr. Seth has a wide range of international exposure in dealing with Fortune 500 companies. He is also a Director of Indo-Vietnamese Chamber of Commerce and Industry. F. Harish P. Kamath Mr. Harish P Kamath, Corporate Counsel Company Secretary of the Company is aged 59 years and is a graduate in Commerce and Law from University of Bombay and also is an Associate Member of the Institute of Company Secretaries of India. He has nearly 35 years of experience in Legal, Company Secretarial, Finance and General Management functions. He has been the Company Secretary of the Company since 1993. Schedule 8: Details of the business turnaround of the Corporate Debto ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fessional management, the Resolution Applicant will make significant inroads in the Explosives business in the time to come. The Resolution Applicant is of the opinion that the Drug Intermediate division will commence from third year from the Completion Date, as it would take nearly one year for receiving environmental clearances and further one year for erection of plant and obtaining various regulatory approvals. The Resolution Applicant estimates that ₹ 12.67 Crore shall be required towards working capital in the Drug Intermediate division based on projections, from third year onwards. Capital Expenditure towards Drug Intermediate is estimated to be ₹ 260.00 Crore. Thus, total investment for Drug Intermediate division is estimated to be ₹ 272.67 Crore, which shall be endeavored to be done over a span of 2 years from the Completion Date. In the Explosives division, a Capital Expenditure ₹ 10.00 Crore and Working Capital ₹ 8.31 Crore has been estimated. Capital Expenditure of ₹ 10 Crore includes repair and refurbishment of the existing machinery of the Corporate Debtor. The total investment for the Explosive division is estimated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3.68 49.60 58.61 62.80 Contribution % 18.84% 18.90% 21.98% 24.20% 24.89% 25.01% Wages Salaries (Factory) 3.27 3.53 13.24 14.31 15.45 16.70 Other Annual Expenses 1.77 1.95 4.20 4.59 4.97 5.34 Total Operating Expenses 45.41 52.69 136.97 174.25 197.32 210.33 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 700 700 Total Capacity Utilisation % 50% 75% 90% 90% A Income 86.54 129.80 155.76 171.34 Total Income 86.54 129.80 155.76 171.34 B Operating Expenses Material Cost 51.92 77.23 91.90 101.09 Power, Fuel Water 7.50 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 11.0% 17.6% 19.2% 19.2% Standalone Profit Loss Projections of Explosives division Year Ended 31st Mar Year - I Year-II Year- III Year-IV Year - V YearVI (Amt in Rs. Crore and Qty in MT) License Capacity MTPA 25000 25000 25000 25000 25000 25000 Large Dia Production MTPA 12300 14200 16100 18000 18000 18000 Small Dia Production MTPA 2700 3300 3900 4500 4500 4500 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Wages Salaries (Factory) 3.27 3.53 3.81 4.12 4.45 4.80 Other Expenses 1.77 1.95 2.13 2.32 2.47 2.59 Total Operating Expenses 45.41 52.69 59.98 67.32 71.42 71.89 C EBIDTA 4.33 5.52 6.70 7.83 8.33 7.86 EBIDTA as % of total income 8.7% 9.5% 10.0% 10.4% 10.4% 9.9% Combined Working Capital Requirements of Drug Intermediate division a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... dalone Working Capital Requirements of Explosives division Particulars Months Amount (In Rs. Crore) Raw Materials 1 Mth. 3.20 Work-in-Progress 7 days 0.12 Finished Goods 15 days 1.90 Debtors 30 days 4.09 Creditors 10 days -1.00 Total 8.31 Schedule 9: Indicative list of consents / certificates / permissions required by the Resolution Applicant Sr. No. Particulars of License/Permission/Certification/ Registration Reference Act Govt. Dept. / Agencies Land, Environment, Building Approval 1 NOC from local body for Environment Clearance Environment Impact Assessment (EIA) Notification, 2006 Gram Panchayat or local body ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... District Magistrate. (F) Narcotics New High Tension Line installation /connection 14 New High Tension installation /connection permission Indian electricity act State Electricity Board 15 Drawing approval of the installation for Electrical safety Indian electricity Rule Electrical inspector, State Govt. 16 Electrical safety clearance Indian electricity Rule Electrical inspector, State Govt. 17 Permission to connect electrical line from grid Indian electricity Rule Electrical inspector, State Govt. New Diesel generator installation 18 Drawing approval for the installation Indian electricity Rule Electrical inspector, State Govt. 19 Electrical safety clearance Indian electricity Rule Elec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tification of storage tanks (16 Solvant Tank) Legal Metrology Act 2009 Department Of Weight Measurement, State Government 33 Calibration and certification of storage tanks (3, HSD LDO Tank) Legal Metrology Act 2009 Department Of Weight Measurement, State Government 34 Calibration and certification of weights balance The Weights Measures Act (Regulations 1986) Department Of Weight Measurement, State Government Food Drug Licenses 35 Manufacture for Sale Drug and Cosmetics rule 1945 Food Drugs Administration Central Drug Standard Control Organization 36 Storage Sale Drug and Cosmetics rule 1945 Food Drugs Administration, State 37 WHO-GMP Drug and Cosmetics rule 1945 Food Drugs Administration Central Drug Standard Control Organization ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rol of Pollution) Act, 1974 and under section 21 of the Air (Prevention Control of Pollution) Act, 1981 and Authorization under Hazardous Other Waste (Management Transboundary Movement) Rule, 2016. Pollution Control Board 50 Consent to operate WATER Pollution Control Board 51 Authorization for Hazardous waste Pollution Control Board 52 Permission for transportation of Hazardous waste 53 State pollution control board : consent Pollution Control Board 54 License for storage of gas cylinder (Ammonia, Nitroen, Hydrogen, Chlorine) storage shed Gas Cylinder Rules, including Amendment Rules, 2000 / 2004 Jt.Chief Controller of Explosive. 55 Certificate of stability of Building Competent Person 56 Sol ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2k 9 2g 0.36 16 3 9 2kh 2.52 16 2k 9 2gh 2.51 16 2kh 15 2 2.85 16 1 36 1k 0.66 36 1kh 1.66 36 2k 1.44 36 2kh 1.4 39 1k 5.84 2k ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 16 3 17 18 9gh 4.39 30 3kh 1 2 0.38 9 1g 2ang 1.18 36 1g 0.54 53 1pt 1.1 53 1pt 0.01 53 2kh 1.47 53 3 0.1 53 4 2.02 13/2 0.16 14/2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0.85 45 1.12 37 1.54 38 1.54 34 3.32 40 1.05 39 0.60 41 1.74 42 0.20 33 0.41 35 0.09 32 2.30 31 0.81 30 1.05 29 1.76 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 5.26 64 0.86 63 0.78 80 3.80 88 1.52 89 1.28 90 1.91 91 1.32 92 1.34 93 0.81 50 0.81 94 1.56 95 2.29 96 0.74 98 0.96 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 71 3.58 78 0.70 79 2.60 New Survey numbers of the abovementioned land at Mouza Dhamangaon admeasuring 114.96 HR and Mouza Dongargaon admeasuring 162.94 HR, at TashilSeloo, District Wardha totalling to 277.90 HR, as described below: - Mouza Survey Number Area in HR Dhamangaon 71 61.04 72 1.90 73 1.78 74 5.66 75 29.81 76 10.19 77 2.98 78 1.60 Total 114.96 Dongargaon 5-A 12.90 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or which are now lying or stored in or about shall hereafter from to time during the continuance of the security be brought into or upon or be stored or be in or about the Company's factories, premises and godowns or wherever else the same may be or be held by any party to the order or disposition of the Company or in the course of transit or on high seas or on order, delivery, however and wheresover in the possession of the Company and either by way of substitution or addition. Bank of India 50,00,000 12.12.1985 All those the tangible movable machinery and plant (both present and future) whether installed or not any whether lying loose or in cases at site or in transit or which may at any time during the continuance of this security be installed or lying loose or In cases being In or upon or about Company's premises godown at Nagpur or wherever else the sane may be or be held by any party anywhere to the order and disposition of the Company or in course or transit to the company. Industrial Development Bank of India 18,00,000 26.11.1985 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of the Company situated at Hingani, Dist Wardha in the State of Maharashtra including the Company's movable spares, tools and accessones and other movables both present and future save and book debts The security position and the charges pending satisfaction is being reviewed and is subject to modifications. Schedule 12: Scheme For Reduction And Cancellation Of Capital Of Noble Explochem Limited And For Amalgamation Between Noble Explochem Limited And Ipca Laboratories Limited PREAMBLE This Scheme of Amalgamation ( Scheme ) provides for reduction and cancellation of capital of Noble Explochem Ltd and for amalgamation of Noble Explochem Ltd ( the Transferor Company ) into IPCA Laboratories Limited ( the Transferee Company ). The Scheme should be construed to form an integral part of the Resolution Plan. A. PARTS OF THE SCHEME OF ARRANGEMENT AND AMALGAMATION: The Scheme is divided into the following parts: PART A Deals with the definitions and share capital PART B Deals with the reduction and cancellation of share capital of the Transferor Co ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 56. 1.11 Transferor Company or Transferor means Noble Explochem Limited, a company to be incorporated under the Companies Act, 2013. All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Resolution Plan, the Act and other applicable laws, rules, regulations, bye-laws, as the case may be or any statutory modification or re-enactment thereof from time to time. 2. SHARE CAPITAL 2.1 The share capital of the Transferor Company is as under: Particulars Amount in Rs. Authorized Capital - 1,92,28,100 Equity shares of INR. 10 each 19,22,81,000 Total 19,22,81,000 Issued, Subscribed and Paid-up - 1,92,28,100 Equity shares of INR. 10 each 19,22,81,000 Total 19,22,81,000 2.2 The share capital of the Transferee Company as March 31, 2019 is as under: Particulars Amount in Rs. Authoriz ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Transferor Company, which would have been required under Companies Act, 2013 or any other law if the resolution plan was being considered outside the scope of the Code, shall not be required for cancellation and issuance of shares and any other action under the Resolution Plan for its implementation. On approval of the Resolution Plan by the NCLT, the approval of the shareholders shall be deemed to have been given as per explanation of sec 30(2) of the Code for effecting cancellation of capital, revision of agreements, constitutional documents such as Memorandum of Association, Articles of Association and for implementation of any other actions under the Resolution Plan. PART C - AMALGAMATION OF THE TRANSFEROR COMPANY INTO THE TRANSFEREE COMPANY 5. TRANSFER AND VESTING 5.1 With effect from the Appointed Date, the Transferor Company including its properties and assets (whether movable or immovable, tangible or intangible) of whatsoever nature including investments, shares, debentures, securities, loans and advances, licenses, permits, approvals, lease, tenancy rights, titles, permissions, if any, benefits of tax relief including under the Income-tax Act, 1961 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... benefits and privileges whether under law, contract, lease or license, granted in favour of the Transferor or to which the Transferor is entitled or accustomed to, which have expired as of the Merger Effective Date, shall be deemed to continue without disruption for the benefit of the Transferor/Transferee for a period of 2 (two) years or until renewed by the relevant authorities, whichever is later. Without any liability for the non-compliance during the time specified above, the Transferee undertakes to cause the Transferor to expeditiously identify such expired consents, licenses, approvals, rights, entitlements, benefits and privileges whether under law, contract, lease or license, granted in favour of the Transferor or to which the Transferor is entitled or accustomed to, evaluate the steps required to address the same and take steps to remedy the same to the extent practically possible. 5.4 Upon implementation of the Resolution Plan, with effect from the Appointed Date, any claims by any person and any liabilities to any person (whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny other regulatory or enforcement agency), in relation to any period prior to the Completion Date or arising on account of the acquisition of control by the Transferee over the Transferor pursuant to this Resolution Plan, including in relation to the Bombay Stock Exchange and Securities and Exchange Board of India, shall stand withdrawn or dismissed and all liabilities or obligations in relation thereto, whether or not set out in the balance sheets of the Transferor or the profit and loss account statements of the Transferor, will be deemed to have been written off in full and permanently extinguished and the Transferor or the Transferee shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto notwithstanding any adverse order that may be passed in respect of the same by any authority prior to or after the Completion Date. Upon approval of this Resolution Plan by the NCLT, all new inquiries, investigations, whether civil or criminal, notices, suits, claims, disputes, litigation, arbitration or other judicial, regulatory or administrative proceedings will be deemed to be barred and will not be initiated or admitted against the Transferor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ranted to the Transferor Company from any actions and penalties (of any nature) under any laws for any non-compliance of laws in relation to the Transferor or by the Transferor, which was existing as on the Merger Effective Date. Pursuant to the Scheme becoming effective, Transferee Company shall, if so required under any law or otherwise, execute deeds of confirmation or other writings or arrangement with any party to any contract or arrangement to which Transferor Company is a party in order to give formal effect to the above provisions. Transferee Company shall, be deemed to be authorised to execute any such writings on behalf of Transferor Company to carry out or perform all such formalities or compliances referred to above on part of Transferor Company. 6. CONSIDERATION The resolution of the Transferor Company by the Transferee Company in accordance with the Resolution Plan shall be due consideration for this Scheme. 7. ACCOUNTING TREATMENT IN THE BOOKS OF TRANSFEREE COMPANY 7.1 Pursuant to the order of the NCLT approving the Resolution Plan, any debit or credit, being the balancing figure, arising as a result of giving effect to the Resolution Plan, wi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e operations. The Transferee Company may also enter into appropriate agreements with the employees of the Transferor Company in respect of their terms of employment. b) In relation to those employees of the Transferor Company who are employed by the Transferee Company after scheme becoming effective for whom the Transferor Company are making contributions to the government provident fund, the Transferee Company shall stand substituted for such Transferor Company, for all purposes whatsoever, including relating to the obligation to make contributions to the said fund in accordance with the provisions of such fund, bye laws, etc. in respect of such employees of the Transferor Company. c) On the Scheme becoming effective, all key managerial personnel of the Transferor Company including the chief executive officer, chief operating officer and chief financial officer shall be deemed to have resigned. 10. LEGAL PROCEEDINGS a) If any suit, appeal or other proceeding of whatever nature by the Transferor Company is pending, the same shall not abate or be discontinued or in any way be prejudicially affected by reason of or by anything contained in this Scheme, but the said ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sferor Company shall stand reduced and cancelled without the requirement of writing the words and reduced in the corporate name and style of the Transferor Company and simultaneously merge with the Transferee Company. On the Scheme becoming effective, the Transferor Company shall stand dissolved without being wound-up. PART D - GENERAL TERMS AND CONDITIONS 14. APPLICATION TO NCLT The order passed by the NCLT under the provisions of the Code shall be deemed to order under sections 66 and 230 to 232 of the Companies Act. 15. MODIFICATION OR AMENDMENTS TO THE SCHEME a) The Transferor Company and the Transferee Company by their respective Boards of Directors, may assent to/make and/or consent to any modifications/amendments to the Scheme or to any conditions or limitations that the NCLT and/or any other Authority under law may deem fit to direct or impose, or which may otherwise be considered necessary, desirable or appropriate as a result of subsequent events or otherwise by them (i.e. the Board). The Transferor Company and the Transferee Company by their respective Board are authorized to take all such steps as may be necessary, desirable or proper to reso ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cheme from time to time without any limitation) this Scheme shall stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated herein or as to any rights and/ or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law. 18. RELIEFS AND CONCESSIONS All rights, title, interest, benefits, reliefs and concessions sought in the Resolution Plan shall be deemed to be included in this Scheme and shall be deemed to have been granted. Exhibit 1 Financial Creditors included in CoC Sr. No. Name Admitted Claim Admitted Allocated in Resolution Plan (in Rs. Lakhs) (in Rs. Lakhs) Financial Creditors - Unrelated Party 1 Yatish Trading Company Private Limited 8,700.97 4,698.52 2 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d for the stakeholders under the Resolution Plan is elaborated as under: Sr No Description Total Claim Admitted Claim Amount Distributed % of Distribution under Resolution Plan % Recovery of Admitted Claim A Financial Creditors- Unrelated Party 1. Yatish Trading Company Private Limited 8,700.97 8,700.97 4,698.52 68% 54% 2. DIL Ltd 1,126.81 1,126.81 608.48 8.82% 54% Total -A 9,827.78 9,827.78 5,307.00 77% 54% B F ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 5,730.49 2 Workman Employees 2243.51 1534.79 832.77 12.07% 54% 3 Operational Creditor Statutory Liability 1537.59 1401.13 126.74 1.84% 9% 4 IRP Costs (estimated upto March 2020 or at actuals) - - 210.00 3.04% 100% Total 0.00 0.00 6,900.00 100% 19. Payment of insolvency resolution process costs (IRPC) a. The Resolution Professional submits that the estimated IRPC (budgeted till March 2020) is likely t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l Creditors: i. The claims of the Related Financial Creditors shall be settled at an amount of ₹423.49 Lakhs (INR Four hundred twenty-three lakhs and fourty nine thousand). It is submitted that in the event of liquidation, the amount payable to the related financial creditors would have been ₹ 347.33 Lakhs. ii. The claims of the Unrelated Financial Creditors shall be settled at an amount of ₹ 5,307.00 Lakhs (INR Five thousand three hundred and sever lakhs). iii. It is submitted that in the event of liquidation, the amount payable to the related financial creditors would have been ₹4352.91. 24. Payment to any Other liability, incl-Contingent liabilities i. Any liabilities claim and debts, both current and future, arising out of the on-going litigations, shall not be a liability on the Resolution Applicant in the event of adverse outcome. 25. Shareholders and other Persons i. It is submitted by the Resolution Applicant, if the Corporate Debtor were to be liquidated on the Insolvency Commencement Date, the amount payable to equity shareholders would be NIL, in accordance with Sec 53 of the Code. ii. Accordingly, in line with ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oved and Order is pronounced, the issue regarding the validity of the Plan for a period of 12 months from the submission date becomes redundant. 30. The Resolution Plan is 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 the records 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 for moving any 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, 2013 shall be applicable and because of this reason a copy of this Order is to be submitted in the Office of the Registrar of Companies, Mumbai. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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