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TMI Blog2020 (3) TMI 1104X X X X Extracts X X X X X X X X Extracts X X X X ..... on admission of an application filed by the corporate debtor under section 10 of the Code and Mr. Dinkar T. Venkatasubramanian was appointed as the IRP. Thereafter, the CoC of the corporate debtor at the meeting held on April 19, 2017 resolved to appoint Mr. Mukesh Mohan Gupta as resolution professional which was confirmed by this Adjudicating Authority. 3. In accordance with the provisions of the Code, the statutorily prescribed period of one hundred and eighty (180) days from the insolvency commencement date was expiring on September 17, 2017 accordingly, upon an application filed by the erstwhile resolution professional (being Mr. Mukesh Mohan Gupta) under section 12 of the Code, the said period of the corporate insolvency resolution process period was extended by this hon'ble Tribunal by another 90 days vide its order dated August 3, 2017. Accordingly, the corporate insolvency resolution process of the corporate debtor was due to expire on December 12, 2017. 4. During the corporate insolvency resolution process of the corporate debtor, the erstwhile resolution professional of the corporate debtor (being Mr. Mukesh Mohan Gupta) vide its decision dated August 4, 2017 rejec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng Authority also took note of the fact that the erstwhile resolution professional had resigned and at present there is no resolution professional for the corporate debtor. Accordingly, this Adjudicating Authority directed Exim Bank to call for a CoC meeting and appoint a resolution professional. 8. Meanwhile, the judgement of the hon'ble National Company Law Appellate Tribunal dated August 14, 2018 was challenged before the hon'ble Supreme Court in Civil Appeal No. 9090-9091 of 2018 whereby the hon'ble Supreme Court vide order dated September 7, 2018, while issuing notice directed for maintenance of status quo as on the said date. The said civil appeal was thereafter taken up and dismissed by the hon'ble Supreme Court vide its order dated January 23, 2019-Atyant Capital India Fund-I v. Resolution Professional, JEKPL P. Ltd. [2019] 6 Comp Cas-OL 65 (SC). A copy of the order dated January 23, 2019 is annexed herewith as annexure 4. 9. Subsequently, the applicant herein was appointed as the resolution professional by the committee of creditors and thereafter such appointment was confirmed by this Adjudicating Authority vide order dated March 8, 2019. Thereafter, the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ducted by the CoC for negotiation with both the resolution applicants. A copy of minutes of 18th CoC meeting dated May 24, 2019 are annexed herewith as annexure 9. Accordingly, on June 1, 2019 the resolution professional, on behalf of the CoC, circulated the process document where under the due date for submission of revised resolution plan was June 10, 2019. Thereafter, on June 8, 2019, an addendum to the process document was also circulated whereby the due date for submission of revised plan was revised to June 13, 2019. A copy of the process document along with addendum are annexed herewith as annexure 10. 14. In pursuance of the above invitation, both the resolution applicants submitted their revised resolution plans dated June 13, 2019 in a sealed cover which were considered by the CoC in their 19th meeting held on June 13, 2019 and it was noted that financial proposals submitted by both the resolution applicants were not in accordance with the process document and were discounted by more than 50 per cent. in comparison to plans originally submitted in 2017. A copy of minutes of 19th CoC meeting dated June 13, 2019 is annexed herewith as annexure 11. 15. The CoC in its 20th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y 100 per cent. of the financial creditors, thereby the proposed resolution attained the requisite majority (i. e., 66 per cent.) as stipulated under section 30(4) of the Code. A copy of voting results is annexed herewith as annexure 15. 19. The applicant further stated that it was resolved by the CoC with 100 per cent. voting to authorize the resolution professional to issue the letter of intent to the successful resolution applicant, and to file the approved resolution plan before this Adjudicating Authority for approval in terms of section 30(6) of the Code. Consequently, the letter of intent was issued to the successful resolution applicant on June 28, 2019. The successful resolution applicant has also undertaken to provide the performance bank guarantee as contemplated in the process document to the extent of 25 per cent. of the financial proposal in compliance of regulation 36(4A) of the CIRP Regulations. 20. Accordingly, the resolution professional has filed the present application seeking approval of the final resolution plan in terms of section 31(1) of the Code. 21. Heard learned counsel for the applicant and perused the record available. 22. The resolution profession ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and addendum D-Final (b) Provides for repayment of debts of operational creditors (OCs) in such manner as may be specified by the Board which shall not be less than the amount payable to them in the event of liquidation under section 53. Section 7.3 of the resolution plan read with annexure 4 and addendum D-Final. (c) Provides for management of the affair of the CD after approval of the resolution plan. Section 9 of the resolution plan read with annexure 5. (d) Implementation and supervision of resolution plan Section 7 read together with section 9 of the resolution plan and annexure 5. (e) Plan docs not contravene any of the provisions of the law for the time being in force. Section 10 of the resolution plan read with annexure A. (f) Confirms to such other requirements as may be specified by the Board. The Board has specified certain requirements in regulations 38 and 39 which are also satisfied as shown in the subsequent para-graph. 25. The following table shows that the requirements of regulations 38 and 39 of the CIRP Regulations are met by the approved plan : Reference of relevant Regulations Requirement How dealt with in the plan 38(1)( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... is hon'ble Tribunal. 38(2)(b) Plan shall provide for the management and control of the business of CD during its term. This has been taken care of in clause 9 at page 150 of the plan. 38(2)(c) Plan shall provide for adequate means for supervising its implementation. This has been taken care in clause 10 at page 150 of the Plan. 38(3) Plan shall contain details of resolution applicant and other connected persons as mentioned in explanation to this Regulation. The required details are given in clause 3/page 134 of the plan. 39(4) RP shall submit the plan to Adjudicating Authority with certification that the contents of the plan meet all the requirements of the IBC and the Regulations The required certificate is given by RP in para 16/page 6 of the application read with affidavit at paragraph 3 at page 8 of application. 26. The total cost of improved resolution plan is Rs. 95.79 crores and "Atyant Capital India Fund-1" is providing Rs. 65.79 crores of finance, Rs. 30 crores coming from SBI as working capital assistance. The modified resolution plan treats all the financial creditors and operational debtors of the corporate debtor equally. The financial credit ..... X X X X Extracts X X X X X X X X Extracts X X X X
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