TMI Blog2020 (3) TMI 92X X X X Extracts X X X X X X X X Extracts X X X X ..... ade in this Order, the Resolution Plan in question is hereby APPROVED by this Bench - 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. - MA NO. 168 OF 2019, CP NO. 1658/I&BC/MB/MAH/2017 - - - Dated:- 5-12-2019 - M.K. Shrawat, Judicial Member And Chandra Bhan Singh, Technical Member Ms. Rubina Khan and Jaiverdhan Kundapur for the Applicant. ORDER Chandra Bhan Singh, An Application has been moved on 11.01.2019 by the Learned Resolution Professional by invoking the Provisions of Section 30(6) of the Insolvency Bankruptcy Code, 2016 read with Regulation 39(4) of the Insolvency Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) 2016 for approval of a Resolution Plan. On receiving this Application along with Resolution Plan an Order is hereunder passed as prescribed u/s. 31(1) of The Code. 2. The Financial Creditor Edelweiss Asset Reconstruction Co. Ltd had filed a Petition against the Corporate Debtor Euro Pallets Privat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ely M/s. Euro Pratik Ispat (India) Private Limited and M/s. MRA Global Private Limited were opened and evaluated to give them the score. The members observed that the as per Qualitative and Quantitative Parameter score given to the Resolutions Plans submitted by the Prospective Resolution Applicants, the Resolution Plan submitted by M/s. Euro Pratik Ispat (India) Private Limited was substantially better than that of M/s. MRA Global Private Limited. However, both the prospective Resolution Applicants were given an opportunity to improve their Respective Bids by the CoC members in order to maximise the value of the Corporate Debtor. 9. In the Sixth CoC meeting dated 21.12.2018, it was observed that only M/s. Euro Pratik Ispat (India) Private Limited came up with improved Financial Bid. Therefore, M/s. Euro Pratik Ispat (India) Private Limited emerged as highest bidder, after two rounds of bidding, with improved financial bid of ₹ 3.01 Crore (Three Crore and One lakh Rupees only) and hence the bid was accepted by the CoC subject to certain suggestions in Resolution Plans. 10. The RP submits that two registered valuers, namely (i) M/s. Adroit Technical Services Private Limi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... NIL 3,01,00,000 TOTAL 34,97,01,150 3,01,00,000 NIL NIL 3,01,00,000 Payment to Operational Creditors- Name of the Creditors (Unsecured) Outstanding as per Claim Form (dues as on 17.07.2018) Amount to be paid as per Plan TOTAL NIL NIL Payment to Workmen and Employees Since there was no claim received from the Employees and workmen and as per the records of the Company no payment was due to the Workmen and Employees of the Corporate Debtor. Therefore no payment is allocated to the workmen and employees of the Corporate Debtor. Payment of Statutory Dues Based on the List of Creditors provided in the Information memorandum: (a) It is presumed that the Liquidation Value will not be sufficient to cover the amounts owed to Secured Financial Creditors of the Company in full; (b) It is presumed that the Liquidation Value of the Operational Creditors or the other creditors or stakeholders of the Company (including claims of employees, workmen government dues, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... B. Payment plan a. Upfront Payment of ₹ 10 Lakhs as EMD, has already been paid vide demand draft No. 006795 dated 27-12-2018 drawn on the Axis Bank Limited, Raipur (CT) branch. b. Second Instalment of ₹ 30.00 Lakh has already been paid upon receiving approval of Resolution Plan by COC vide Demand Draft No. 080968 dated 08-01-2019 of Axis Bank Limited, Raipur (CT) Branch. c. Third Instalment of ₹ 2.70 Crore Lakhs to be paid within 30 days from the date of receipt of order of approval from Adjudicating Authority. C. Source of Payment of Offer amount a. Resolution Applicant in all has already deposited a sum of ₹ 40.00 Lakhs as EMD through Demand draft. b. Remaining offer amount of ₹ 2.70 Crore to be paid out of substantial portion of Net Worth lying under the head Current Loans and Advances which is easily convertible into surplus investible fund and can be utilized in view of better opportunities in near future. D. Monitoring and Supervision: On and from the NCLT Approval Date, the Monitoring Committee shall constitute the Board of the Company and be responsible for the implementation of this Resolution Plan along with the R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y provided that all such statutory approvals/sanctions are to be sought within a period of one year. Section 31(4) states that: 31. Approval of resolution plan . (4) The resolution applicant shall, pursuant to the resolution plan approved under sub-section (1), obtain the necessary approval required under any law for the time being in force within a period of one year from the date of approval of the resolution plan by the Adjudicating Authority under sub-section (1) or within such period as provided for in such law, whichever is later: Provided that where the resolution plan contains a provision for combination, as referred to in section 5 of the Competition Act, 2002, the resolution applicant shall obtain the approval of the Competition Commission of India under that Act prior to the approval of such resolution plan by the committee of creditors. The Resolution Applicant is hereby directed the to amend the Resolution Plan to the effect of taking the above said approvals/sanctions within a period of one year as aforesaid. (ii) It is proposed that upon the Upfront payment of full and final resolution amount committed to financial creditor, the Resolution Appli ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted pursuant to this Resolution Plan shall have no claim against the Company either in law or tort including on account of any loss of office, profit or repute. (ix) In case of capital reduction, the requirement of adding and reduced in the name of the Corporate Debtor to be dispensed with (on account of reduction of share capital of the Corporate Debtor). (x) The approval of this Plan by the NCLT shall be deemed to have waived all the procedural requirements in terms of Section 66 and Section 42 of the Companies Act, 2013 and the NCLT (Procedure for Reduction of Share Capital) Rules, 2016 for reduction of share capital and issuance of equity shares to Resolution Applicant. (xi) All relevant Governmental Authorities to grant relief from payment of stamp duty and applicable fees (including fees payable to the jurisdictional Registrar of Companies) for the successful implementation of the Plan (including for the capital reduction, issuance of shares). Resolution Applicant shall have no recourse against the Financial Creditor regardless of grant of such reliefs, concessions and entitlements. If for lack of clarification and in case of any doubt regarding implementatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4. SCHEDULE 2- DETAILS OF THE RESOLUTION APPLICANT 5. SCHEDULE 3- IMPLEMENTATION SCHEDULE, SUPERVISION AND TERM 6. SCHEDULE 4- FINANCIAL PROPOSAL FOR ALL STAKEHOLDERS 7. SCHEDULE 5-BUSINESS PLAN 8. SCHEDULE 6-PAYMENT TO CREDITORS AND COST OF RESOLUTION PLAN MEANS OF FINANCE 9. SCHEDULE 7- KEY RELIEFS, CONCESSIONS AND ENTITLEMENTS 10. ANNEXURES ENCLOSED To: Mr. Santanu T. Ray, Resolution Professional, Euro Pallets Private Limited AAA Insolvency Professionals LLP, 1343, Level 13, Platinum Techno Park, Plot No. 17-18, Sector 30 A, Vashi, Navi Mumbai (M.H.) 400705 Dated: 09th January, 2019 Dear Sir, Sub: Resolution Plan relating to the corporate insolvency resolution process ( CIRP ) of Euro Pallets Private Limited ( Company ); Compliance Pursuant to an ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ill create binding obligation(s) on the Resolution Applicant, the Company and on all the stakeholders in the CIRP (relating to the Company), including all creditors (whether admitted or not) of the Company, in accordance with the provisions of the IBC. This Resolution Plan is prepared on the basis of information memorandum provided by the Resolution Professional and all the details including but not limited to share capital, liabilities, assets are dealt in this plan on the basis of information memorandum provided. The Information Memorandum does not contain all necessary information or the information sought by the Resolution Applicant. The Resolution Applicant shall not be liable towards any change of information of the company in future which is contrary to the information memorandum. It is clarified by the Resolution Professional that there no other details documents available with the Resolution Professional due to non-cooperation of Corporate Debtor and the Information Memorandum is prepared on the basis of details documents available on Ministry of Corporate Affairs, portal and information provided by Creditors. This Plan has been proposed on the basis of the limited i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... orandum. Details of all material litigation and an ongoing investigation or proceeding initiated by Government and statutory authorities As per Information Memorandum. The number of workers and employees and liabilities of the corporate debtor towards them On the basis of information provided in information memorandum, there are no workers and employees in the factory their liabilities are not pending with the company. RESOLUTION PLAN A. GENERAL INFORMATION Sl.No. ITEM PARTICULARS 1. Name of the Company Euro Pallets Private Limited (U27107MH2008PTC184344) 2. Registered Office of the Company B-101, Universal Paradise, Nanda Patkar Road, Ville Parle (East), Mumbai (MH) 400057 3. Name of Resolution Professional Mr. Santanu T. Ray (IP Reg. No. IBBI/IPA-002/lP-N00360/2017-18/11055) 4. Contact details of Resolution Professional AAA In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Geomin Industries Private Limited, Jabalpur (MP) Anand Mining Corporation, Katni (MP) 13. Details of commercial Activity (Location, etc.) Company is involved in Trading activity since FY 2015-16. Its Work unit is located in 50-64, Industrial Area Hargarh, Sihora, Distt.: Jabalpur (M.P.) 482003 14. Past performance and financials as per last three years Audited Financials Annexure3 15. Relationship if any with Corporate Borrower The Resolution Applicant do not share any relationship with the Corporate Debtor. C. DETAILS OF THE RESOLUTION PLAN On the basis of information memorandum, documents available in the public domain and additional information provided by the resolution professional, we hereby submit the following resolution plan: Sl.No. ITEM PARTICULARS 1. Main strategy proposed in the Resolution Plan Schedule 3 (Steps for Implementation of t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mount of capital infused (b) Time period within which capital will be raised (c) Source of such capital infusion (d) Utilization of such capital 10. (a) Term of the resolution plan and its implementation schedule Schedule 3 (Term and implementation of the plan) (b) Proposal relating to the management and control of the business of the Company during its term (c) Proposal relating to adequate means for supervising its implementation D. AS PER REGULATION 37 OF INSOLVENCY BANKRUPTCY BOARD OF INDIA (INSOLVENCY RESOLUTION PROCESS FOR CORPORATE PERSONS) REGULATIONS, 2016 SHALL PROVIDE FOLLOWING DETAILS Sl.No. ITEM PARTICULARS (a) Transfer of all or part of the assets of the Company to one or more persons Yes.See Schedu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 3. Disqualifications, if any, under Companies Act, 2013, to act as director No 4. Identification as willful defaulter, if any, by any bank or financial institution or consortium thereof in accordance with the guidelines of the Reserve Bank of India; No 5. Debarment, if any, from accessing to, or trading in, securities markets under any order or directions of the Securities and Exchange Board of India (SEBI); No 6. Transactions, if any, with the Company in the preceding two years. No Connected persons means- (a) Persons who are promoters or in the management or control of the resolution applicant; (b) The Persons who will be promoters or in management or control of the business of Company during the implementation of the Resolution Plan; (c) Holding company, subsidiary company, associate company and related party of the persons referred to it in terms (a) and(b). F. DOCUMENTS REQUESTED IN PROCESS DOCUMENT (i) Copy of the memorandum and articles of associat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... operties, goods, rights,benefits and privileges of the Company. Adjudicating Authority The adjudicating authority required to approve the Resolution Plan in accordance with the provisions of S. 31 of the IBC. Authorisation means: (a) an organization, consent, approval, resolution,licence,exemption, filing, lodgement or registration; and (b) in relation to anything which will be fully or partly prohibited or restricted by law or regulation if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action. Board/Board of Directors Board of directors of the Company CA 2013 Companies Act, 2013 CIRP Corporate Insolvency Resolution Process CIRP Costs The costs arising on account of the CIRP determined in accordance with Regulation 31 of the CIRP Regulations estimated at ₹ 35 lakh CIRP Regulations ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n by the Adjudicating Authority in accordance with Section 31 of the IBC. Operational Contracts ContractsenteredintobytheCompanywithvariouscounterpartiesidentifiedby the Resolution Applicant prior to the NCLT Approval Date and shared with the Resolution Professional which are required for the Company to continue as a going concern. Operational Creditors 'Operational Creditors' shall have the meaning ascribed to such term under the IBC. Operational Debt 'Operational Debt' shall have the meaning ascribed to such term under the IBC. PAN Permanent Account Number Process Document Bidding Process Document of Euro Pallets Pvt Ltd Resolution Plan means this insolvency resolution plan in relation to the Company submitted by the Resolution Applicant RBI The Reserve Bank of India ROC Registrar of Companies UPFRONT PAYMENT/UPFRONT (FULL FINAL PAYMENT) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (MH) Major Suppliers: Geomin Industries Private Limited, Jabalpur (MP) Anand Mining Corporation, Katni (MP) 13. Details of commercial Activity (Location, etc.) Company is involved in Trading activity since FY 2015-16. Its Work unit is located in 50-64, Industrial Area Hargarh, Sihora, Distt.: Jabalpur (M.P.) 482003 14. Past performance and financials as per last five years Audited Financials Annexure 3 CONNECTED PERSON: A. Persons who are promoters or in control of the Resolution Applicant Sl. No. Name Of Promoters 1. Mr. Surendra Singh Saluja 2. Mr. Harneet Singh Lamba The copy of PAN Card and Aadhar is enclosed as Annexure-8 B. Persons in the management of the Resolution Applicant (being the director of the Resolution Applicant) Sl.No. Name Of Promoters 1. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... implementation of this Plan) and related parties of the proposed management of the Corporate Debtor (mentioned above) during the implementation of this Plan - Relevant persons stated above in this Annexure. DETAILS OF MANUFACTURING FACILITIES State City No of units Product Manufactured Madhya Pradesh Jabalpur 1* Trading facility. *Belongs to Resolution Applicant i.e. Euro Pratik Ispat (India) Private Limited. ANNEXURE TO SCHEDULE 2 SHAREHOLDING PATTERN AS ON: MARCH 2018 TYPE: EQUITY SHARES FACE VALUE: ₹ 10/- EACH Sl. No. NAME OF SHAREHOLDER NO. OF SHARES PERCENTAGE OF SHARES 1. Suresh D Gala 33,324 0.24% 2. Dhiraj D Gala 10 0.00% 3. Dharmi Sales P Ltd. 5,715 0.04% 4. MRA Global Pvt Ltd. 30 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0.22% 27. Hari Vintrade Private Limited 38,55,540 28.18% 28. Prince Deal trade Private Limited 68,24,867 49.89% TOTAL 1,36,80,407 100% SCHEDULE 3 IMPLEMENTATION SCHEDULE, SUPERVISION AND TERM The detailed steps for the acquisition of the control of the Company (and completion of implementation of the Resolution Plan) following the NCLT Approval Date shall be as set forth in this Schedule. For the purposes of and in connection with the transactions contemplated under this Resolution Plan: (a) The Resolution Applicant, may consent on behalf of all persons concerned, to any modifications or amendments of the provisions of this Schedule or to any conditions which the Adjudicating Authority and/or any other authorities under law may deem fit to approve of or impose or which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise in carrying out the provisions of this Schedule and do all act ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d not receive any payments. Therefore, as of the Effective Date and simultaneous to the Capital Issuance contemplated in Paragraph III of this Schedule, the existing issued equity share capital of ₹ 49,00,000(Rupees Forty Nine Lakhs Only divided into 4,90,000 equity shares of ₹ 10 each shall be reduced by 100% (One Hundred Percent) and the share capital of the Company shall be reduced to nil ( Capital Reduction ). There shall be no requirement to add and reduced in the name of the Company and all liabilities of the Company appearing as current borrowings in respect of such equity shares that have been reduced will be completely reduced to nil without any liabilities, claims or obligations by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. 2. The Capital Reduction shall not require the Consents of any of the creditors of the Company or approval of any of the shareholders of the Company, or any other person having any security interest over such shares and the approval of the Adjudicating A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f Net Worth is lying under the head Current Loans and Advances which is easily convertible into surplus investible fund and can be utilized in view of better opportunities in near future. 6. Undertaking: We hereby undertake that the subscription of proposed equity shares under the resolution plan shall be pursuant to the fresh issuance of equity shares of the company. IV. EFFECTIVE DATE ACTIONS On the Effective Date, the following actions shall have been deemed to have taken simultaneously and without any further action, deed by any Person: 1. The Capital Reduction shall become effective and the issued and paid up equity shares of the Existing Shareholders shall be cancelled and reduced to nil in accordance with this Resolution Plan. 2. The Capital Infusion in the manner stated in Paragraph III shall be undertaken. 3. The existing board of directors of the Company shall be reconstituted with the existing board of directors deemed to have resigned on the Effective Date without any further action and the nominees of the Resolution Applicant nominated to the Board of the Company; 4. All powers of management, control and operation of the Company granted to th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... placed by the Monitoring Committee with effect from the NCLT Approval Date until the Effective Date; (iii) the Board of the Company as of the NCLT Approval shall stand vacated and be replaced by the nominees of the Resolution Applicant with effect from the Effective Date; (iv) The key reliefs, concessions and entitlements sought in Schedule 7 be granted. In the event that above reliefs, concessions and entitlements are not granted, the Resolution Applicant has the right to modify the contents of the resolution plan or withdraw the resolution plan Resolution Applicant shall have no recourse against the Financial Creditor regardless of grant of such reliefs, concessions and entitlements. In avoidance of doubt, in case the resolution plan is withdrawn, the amount deposited in the form of EMD shall not be forfeited refunded to Resolution Applicant by the CoC/Financial Creditors and the Resolution Applicant shall not be liable to pay any amount to Resolution Professional and CoC/Financial Creditors. VI. SUPERVISION OF THE IMPLEMENTATION On and from the NCLT Approval Date, the Monitoring Committee shall constitute the board of the Company and be responsible for the imp ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rim Management Costs ). The Interim Management Costs shall be paid by the Resolution Applicant which is exclusive of the total resolution amount of ₹ 3,01,00,000/-(Rupees Three Crore and One Lakh only). Upon discharge by Resolution Applicant of the Upfront (Full Final) Payment the Monitoring Committee shall stand dissolved without requirement for any further action thereon. VII. TERM AND IMPLEMENTATION SCHEDULE The Resolution Applicant proposes to use all efforts as may be commercially reasonable to implement this Resolution Plan within a period of 30 Days from the NCLT Approval Date in accordance with the Implementation Schedule and other terms contained in this Resolution Plan. The Resolution Applicant proposes to implement of the Resolution Plan in the following manner ( Implementation Schedule ): Step Action Time Step 1 NCLT Approval Date T - Reconstitution of the Board of the Company - Continuation of Moratorium under Section 14 of the IBC ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aries, Associates and Joint Ventures of the Company. However, The Resolution Applicant and the Company shall not be liable towards any claims or obligations (present or future, due or contingent, asserted or unasserted, crystallized or uncrystallized, known or unknown, disputed or undisputed) towards or relating to the subsidiaries or associate companies of the Company, domestic or foreign, that relate to a period prior to the NCLT Approval Date, including in relation to any undertakings or guarantees issued by the Company for such subsidiaries and associate companies, in any manner whatsoever. Without prejudice to the aforementioned, all guarantees/supports/credit comforts /put options/indemnities or any agreement of similar nature given by the Corporate Debtor in relation to such subsidiaries or associate companies before NCLT Approval Date shall stand irrevocably and unconditionally withdrawn for no consideration and no claim shall be made pursuant to such guarantees/supports/credit comforts /put options/indemnities or any agreement of similar nature whether for actions prior or post the NCLT Approval Date. 5. Filing of approved plan with relevant authorities and forums O ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation Value The 'liquidation value' of the Company as determined by the Resolution Professional in accordance with the IBC (the Liquidation Value ) has not been shared with the Resolution Applicant. Accordingly, based on the List of Creditors provided in the Information memorandum: (a) It is presumed that the Liquidation Value will not be sufficient to cover the amounts owed to Secured Financial Creditors of the Company in full; (b) It is presumed that the Liquidation Value of the Operational Creditors or the other creditors or stakeholders of the Company (including claims of employees, workmen government dues, taxes, etc. and other creditors and stakeholders) is nil and accordingly they will not be entitled to receive any payment if the Company were to be liquidated on the insolvency commencement date and (c) As there is only one financial creditor there is no possibility of any dissenting financial creditor. ₹ 189905/- claim has been received from the Regional Provident fund office Bandra Mumbai towards employee dues which shall be paid additionally by the resolution applicant over and above the resolution amount. CIRP Costs It is presumed t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... te or arising on account of the acquisition of the Company contemplated in this Resolution Plan or on account of the measures contemplated under this Resolution Plan, shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently cancelled and extinguished on and with effect from the date of Upfront Payment by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. It is clarified that if any of the aforementioned bank guarantees or letters of credit are invoked or get devolved there will be no liability on the Company to make payments/reimburse the relevant Financial Creditor in relation to such invocation or devolvement. Further, the Company shall not be required to pay any fees or commissions in relation to such guarantees or letters of credit. iii. As there is only one financial creditor there is no possibility to have a dissenting financial creditor, as such no need to provide any amount in this regard. iv. Post the payment of CIRP Costs, the Admitted Financial Debt owing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Company or the List of Creditors, in relation to any period prior to the NCLT Approval Date or arising on account of the acquisition of control of the Company pursuant to Resolution Plan or on account of the measures contemplated under this Resolution Plan, shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished on and from the date of Upfront (Full Final)Payment by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. vii. Any and all claims, rights and entitlements of any actual or potential Financial Creditors of the Company, including any contracts entered into by the Company with such creditors, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the NCLT Approval Date or arising on account of acquisition of control of the Company pursuant to this Resolution Plan, or on account of the measures contemplate un ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 37 of the CIRP Regulations, be deemed to be permanently extinguished, and all the contracts entered into by the Company with such creditors will be deemed to be terminated without any liabilities, claims or obligations whatsoever arising out of or in relation to such contracts, on and from the date of Upfront Payment by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company, the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. It is clarified that the beneficiary of any guarantees issued on behalf of the Company and the guarantor thereof will do all acts and execute all agreements/documents as may be necessary to give effect to the extinguishment of the subrogation rights of such guarantor of the Company. x. The Financial Creditor shall have the right to invoke the personal/corporate guarantees if any, at any point of time, which were created in relation to the Financial Debt of the Company and the present resolution plan shall in no way affect the right of the Financial Creditor in this regards. xi. All amounts received pursuant to exercise of powers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... uted, present or future, whether or not set out in the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, in relation to any period prior to the NCLT Approval Date or pursuant to this Resolution Plan or arising on account of the acquisition of control by the Resolution Applicant over the Company pursuant to this Resolution Plan, or on account of the measures contemplated under this Resolution Plan will be written off in full and shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company, the Resolution Applicant and the Resolution Professional shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. Any and all rights and entitlements of any actual or potential person, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the NCLT Approval Date or arising on account of the acquisition of c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e claims have not been admitted by the Resolution Professional, no payments are proposed to be made under this Resolution Plan. ii. Any and all claims or demands made by, or liabilities or obligations owed or payable to, (including any demand for any losses or damages, or interest, back wages, compensation, penal interest, liquidated damages already accrued/accruing or in connection with any claims) any present or past, direct or indirect, permanent or temporary employee and/or workman of the Company, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, in relation to any period to the NCLT Approval Date or arising on account of the acquisition of control of the Company pursuant to this Resolution Plan or on account of the measures contemplate under this Resolution Plan, will be written off in full and shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by v ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... city duty, cross subsidy on electricity duty, sales tax deferral liabilities, duties, penalties, interest, fines, cesses, charges, unpaid tax deducted at source or tax collected at source, Octroi tax, stamp duty, local body tax, municipal taxes, or other fiscal incentives duties (including stamp duties), electricity dues and duties, water resource department related dues, enterprise social commitment fund in relation to environment, penalties, fees, interest, fines, levies, cesses, royalties, assessments or additions or any other charges or payments whatsoever (including without limitation, the direct and indirect tax liabilities set out in (Details of Contingent Liabilities - NIL) and Annexure - (Details of Company Litigation)and any liabilities in relation to any consent, permission, privilege, entitlement, exemption, benefit, license or approval granted to the Company or in relation to the Company, whether or not such consent, permission, privilege, entitlement, exemption, benefit, license or approval is subsisting, lapsed or expired), whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, dispu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (C) change of control, transfer charges, unearned increase, compensation, or any other such liability whatsoever under any contract, agreement, lease, license, approval, consent or permission to which the Company 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 Company; and (E) any contracts, agreements or commitments made by the Company, in each of the foregoing cases whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors, in relation to any period prior to the NCLT Approval Date or on account of the measures contemplated under this Resolution Plan or arising on account of the acquisition of control by Resolution Applicant over the Company pursuant to this Resolution Plan, will be written off in full a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by Resolution Applicant over the Company pursuant to this Resolution Plan or on account of the measures contemplated under this Resolution Plan, will be written off in full and shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished on and from the date of payment of Upfront Payment by the Resolution Applicant by virtue of the order of the Adjudicating Authority approving this Resolution Plan and all the investigations, inquiries or show-cause, whether civil or criminal in relation to the foregoing shall be disposed of and the Company, the Resolution Applicant and the Resolution Professional shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. iii. All liabilities, claims, obligations or rights in relation to any letters of credit, letters of undertaking, guarantees, counter guarantees, corporate guarantees, bank guarantees, performance guarantees or other contingent or future claims, liabilities and/or commitments of any nature whatsoever, including without limitation, those specifically set out in information memorandum issued by, or on behalf of, or at the behest of, the Compan ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nd the Company and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. iii. Upon approval of this Resolution Plan by Adjudicating Authority, the rights of any Person (whether exercisable now or in the future), either directly or indirectly, and whether contingent or not, to call for the allotment, issue, sale or transfer of shares of the Company, shall stand unconditionally and irrevocably extinguished. All employee stock options and sweat equity shares, whether granted, vested or otherwise, shall stand irrevocably and unconditionally cancelled and extinguished without further deed or action and for no consideration. iv. No person who holds any shares (whether equity, preference or any instrument convertible into equity shares) of the Company (including the Existing Preference Shareholders) till (and including) the NCLT Approval Date shall have any rights relating to such shares (including voting rights in relation to the affairs of the Company or any pre-emption rights) which rights shall be deemed to be suspended by virtue of approval of this Resolution Plan by the Adjudicating Authority. On and from ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er in default' or 'occupier') shall continue to be responsible and liable for all the liabilities, claims, demand, obligations, penalties etc. arising out of any (i) proceedings, inquiries, investigations, orders, show causes, notices, suits, litigation etc. (including those arising out of any orders passed by the Adjudicating Authority pursuant to Sections 43, 45, 49, 50, 66, 68, 70, 71, 72, 73, 74 of the IBC) or any acts or omissions in breach of applicable law (including but not limited to environmental laws, foreign exchange laws and regulations, labour and employment laws, and laws relating to anti-corruption and prevention of money laundering or diversion of funds) which occurred prior to the NCLT Approval Date, whether civil or criminal, pending before any authority, court, tribunal or any other forum prior to the NCLT Approval Date or (ii) that may arise out of any proceedings, inquiries, investigations, orders, show cause, notices, suits, litigation etc. (including any orders that may be passed by the Adjudicating Authority pursuant to Sections 43, 45, 49, 50, 66, 68, 70, 71, 72, 73, 74 of the IBC), whether civil or criminal, that may be initiated or instituted ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ess plan for the Company that the Resolution Applicant intends to pursue upon acquisition of control over the Company pursuant to this Resolution Plan. This business plan is based: (i) on the information made available to the Resolution Applicant by the Resolution Professional in relation to the Company in the Information Memorandum; (ii) based on the assumption that the fixed assets of the Company as set out in the Balance Sheet as on 31.03.2017 and provided with the information memorandum have not been alienated, disposed or transferred in any manner (and nor has any security interest or encumbrance been created over such assets after the commencement of CIRP in respect of the Company; and (iii) based on the assumption that presently the company is not carrying any operational activity. This business plan is subject to change and refinement depending on further information becoming available to the Resolution Applicant, changes in scenarios and market conditions, strategic/operational thought of the Resolution Applicant, among other relevant factors: 2. OPERATIONS The resolution applicant in engaged in the trading activity of the Iron Steel product. The managemen ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... RS- Name of the Creditors (Unsecured) Outstanding as per Claim Form (dues as on 17.07.2018) Amount to be paid as per Plan TOTAL NIL SCHEDULE 7 KEY RELIEFS, CONCESSIONS AND ENTITLEMENTS In avoidance of any doubt, the reliefs, concessions, entitlements sought from NCLT are to be provided in order to relieve the company from any future litigations, liabilities, penalties, costs as stated hereunder. Nothing in this plan shall restrict the right of any creditors including but not limited to financial creditors for initiating any action against erstwhile promoters/directors/guarantors which shall not include corporate debtor. The Resolution Professional shall, in its application for seeking approval of this Resolution Plan (in the event of approval of the same by the COC), also seek the following specific orders from the Adjudicating Authority and the following concessions are crucial necessary for company. In the event if following concession/key reliefs/entitlements are not provided by NCLT, the resolution applicant shall have the right to mod ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o the period prior to NCLT Approval Date shall be waived off and the Resolution Applicant shall not be liable to pay any old fees/costs/penalty whether due or not. (iv) It is proposed that upon the Upfront payment of full and final resolution amount committed to financial creditor, the Resolution Applicant shall be handed over the possession of the manufacturing unit. (v) Treatment of ongoing litigation and violations It is proposed that following the NCLT Approval Date, the Company will investigate as to veracity of any allegations in relation to the non-compliance with the terms of any contract or Clearances obtained by the Company and if so, take or cause to be taken remedial actions in this regard within a reasonable period of time, during which time, the related litigations/proceedings should be kept in abeyance and that no coercive action be taken against the Company. It is currently expected that a period of 18 months from the NCLT Approval Date will be required for the Resolution Applicant to cause the Company to remedy such underlying breaches (if found to be true). The liabilities which occurs by way of any order, judgments, decisions passed by any competent ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssful implementation of the Plan (including for the capital reduction, issuance of shares). Resolution Applicant shall have no recourse against the Financial Creditor regardless of grant of such reliefs, concessions and entitlements. In avoidance of doubt, in case the resolution plan is withdrawn, the amount deposited in the form of EMD shall not be forfeited by the CoC/Financial Creditors and the Resolution Applicant shall not be liable to pay any amount to Resolution Professional and CoC/Financial Creditors (xiv) Exemption from taxes The NCLT to exempt from levying any type of Taxes and stamp duty, if any, arising on account of transactions consummated or actions undertaken pursuant to the approval of the Resolution Plan by the NCLT in accordance with the Code and not initiate any proceedings there under the provisions of Income Tax Act, 1961with respect to the transaction, since such taxes and duties, if required to be paid, will render the Plan unviable. Further, the Waiver of principal Loan amount/and/or waiver of any other creditors as well as waiver of Interest as appearing in the books of accounts of the Corporate Debtor as on the date of NCLT order and wri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... istence and financial creditors shall have the right to continue and proceed against the erstwhile promoters/directors/guarantors which shall not include corporate debtor Resolution Applicant shall have no recourse against the Financial Creditor regardless of grant of such reliefs, concessions and entitlements. In avoidance of doubt, in case the resolution plan is withdrawn, the amount deposited in the form of EMD shall not be forfeited by the CoC/Financial Creditors and the Resolution Applicant shall not be liable to pay any amount to Resolution Professional and CoC/Financial Creditors (xviii) Handover of books of accounts, clearances, permissions, approvals Within seven days of the date of Upfront Payment of 3.01 crore by the Resolution Applicant to the Financial Creditor, the Resolution Professional or Monitoring Committee/Financial Creditors shall handover all the books of accounts, documents, returns, forms, clearances, permissions, approvals or any other documents, which is in their possession, of the company for the period prior to NCLT Approval Date to the Resolution Applicant. If any documents are not available with Resolution Professional or Monitoring Commit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... concessions and entitlements. In avoidance of doubt, in case the resolution plan is withdrawn, the amount deposited in the form of EMD shall not be forfeited by the CoC/Financial Creditors and the Resolution Applicant shall not be liable to pay any amount to Resolution Professional and CoC/Financial Creditors (xxi) No-effect of Non Compliance made by Corporate Debtor before NCLT Approval Date: All Governmental Authorities to waive the Non-Compliances of the Corporate Debtor prior to the NCLT Approval Date including without limiting to failure to obtain any approval from the Government Authorities with respect to change in control of the Corporate Debtor as per the terms of the Plan. (xxii) Cases prior to NCLT approval Date All pending or threatened legal, regulatory or administrative proceedings in respect of the Subsidiaries or the affairs of the Corporate Debtor, all inquiries, investigations, notices, causes of action, whether already arisen or expected to arise (and including without limitation civil, criminal, extant exchange control laws, securities laws, any anti-corruption laws applicable to the Corporate Debtor and its Subsidiaries and Tax related Claims) in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lders 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. 22. The RP is further directed to handover all records, premises/factories/documents to Resolution Applicant to finalise the further line of action required for starting of the operation. The Resolution Applicant shall have ..... X X X X Extracts X X X X X X X X Extracts X X X X
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