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TMI Blog2020 (7) TMI 703X X X X Extracts X X X X X X X X Extracts X X X X ..... enclosing- (a) Copy of the order dated February 15, 2019, passed by this hon'ble Adjudicating Authority in C. P. (I. B.) No. 191 of 2017. (b) Copy of public announcement dated February 23, 2019, made by the applicant as published in local newspaper Free Press Journal (English) in Mumbai and Indore Edition, Navshakti (regional language in Mumbai) and Indore Samachar. (c) Copy of list of creditors as per regulation 13(1) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. (d) Copy of the minutes of first meeting of the CoC (page Nos. 66 to 84 of the paper book). (e) Copy of the minutes of second meeting of the CoC dated April 3, 2019 (page Nos. 87 to 103 of the paper book). (f) Copy of the minutes of third meeting of the CoC dated April 24, 2019 (page Nos. 105 to 114 of the paper book). (g) Copy of the minutes of fourth meeting of the CoC dated May 10, 2019 (page Nos. 115 to 125 of the paper book). (h) Copy of the minutes of fifth meeting of the CoC dated June 12, 2019 along with amended Form G (page Nos. 126 to 135 of the paper book). (i) Copy of the minutes of sixth meeting of the CoC dated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... spaper, website and invited claims from the creditors of the corporate debtor. Accordingly, on receiving claims, the CoC was constituted on March 19, 2019 and first meeting was called on March 19, 2019, and the applicant was confirmed as the resolution professional of the corporate debtor thereon. Pursuant to the public announcement, the resolution professional received claims of Rs. 658,68,95,256.00 from two financial creditors. Further, the resolution professional received claims for Rs. 8,10,495.00 from two operational creditors. 7. During the second meeting of the CoC held on April 3, 2019, the applicant, namely, Mr. Sudip Bhattacharya was confirmed as the resolution professional for the corporate debtor, in accordance with section 22 of the Code by the committee of creditors of the corporate debtor. The applicant was authorized to take insurance cover for the two factory locations of corporate debtor under fire and other perils and burglary. The applicant also discussed the eligibility criteria for expression of interest and also was authorized to publish Form G in stipulated format according to regulation 36A(2), (3), (4), (5), (6) and (7) of the Insolvency and Bankruptcy Bo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... licant appraised the member of CoC about the filing of application before this hon'ble Tribunal for extension of CIRP period further of 90 days, i. e., till November 12, 2019. In this meeting, the CoC resolved to appoint WIN Corporate Advisors Private Limited as process advisors for the CIRP of corporate debtor. Thereafter, this hon'ble Tribunal extended the further period for CIRP for another 90 days, i. e., till November 12, 2019. 13. It is submitted that in the eighth meeting of the CoC held on July 26, 2019, the applicant apprised the member of the CoC about the further extension of CIRP period of 90 days. In this meeting the fees of process advisor was also discussed. 14. It is submitted that the ninth meeting of the CoC held on September 18, 2019, wherein the authorized representative of process advisors submitted before the CoC that 4 EoIs have been received from prospective resolution applicants. 15. It is submitted that in the tenth meeting of the CoC held on October 15, 2019, the CoC noted that Samayak International Limited presented features of its resolution plan and the discussion was preliminary. The CoC even deliberated on the plan and asked questions. How ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cant is supported by group companies where there are annual cash flow generations as EBITDA is in excess of Rs. 12 crores in financial year 2018-19. The resolution applicant has diversified interest, apart from construction, in the following area : * Digital media * Printing industry * Infrastructure industry * Information technology * Entertainment and media industry. (b) The net worth of the resolution applicant as on March 31, 2019, is Rs. 1316.16 lakhs. (c) After the implementation of the plan, the corporate debtor is expected to benefit from : (i) The expertise of the resolution applicant in the relevant sector ; (ii) The synergies from the brand presence and distribution network of the resolution applicant ; (iii) The investment in the corporate debtor by the resolution applicant pursuant to this plan ; and (iv) Any future investment that may made in the corporate debtor by the resolution applicant. The resolution applicant shall make appropriate modification to the constitutional documents of the company to achieve the successful implementation of this plan. Thereby addressing the cause of insolvency. (ii) Financial proposed Sl. No. Particulars (o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ns or such other and further reliefs as may be deemed fit and proper by this hon'ble Tribunal, in the interest of justice ; 21. It is submitted that resolutions decisions taken through e-voting with 100 per cent. and it was unanimously decided during the eleventh meeting of the CoC. 22. The resolution professional has also submitted compliance certificate in Form "H" attached before the Adjudicating Authority on February 5, 2020. The highlights of the resolution plan, attached at annexure H at page No. 154 of the paper book as under : 2. The details of the "CIRP" are as under : Sl. No. Particulars Description 1. Name of the CD The Dhar Textile Mills Ltd. Date of initiation of CIRP 15-2-2019 Date of appointment of IRP 22-2-2019 Date of publication of public announcement 23-2-2019 Date of constitution of CoC 18-3-2019 Date of first meeting of CoC 22-3-2019 Date of appointment of RP 3-4-2019 Date of appointment of registered valuers 6-4-2019 Date of issue of invitation for EoI 10-4-2019 Date of final list of eligible prospective resolution applicants. 15-9-2019 Date of invi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ompliance with the Code and regulations made there under. 7. The amounts provided for the stakeholders under the resolution plan is as under : Sl. No. Category of stakeholders Amount claimed Amount admitted Amount provided under the plan# Amount provided to the amount claimed (%) 1. Dissenting secured financial creditors There are no dissenting secured financial creditor N.A. N.A. N.A. 2. Other secured financial creditors (assenting) 658,68,95,256 658,68,95,256 23,27,06,632 3.55 % 3. Dissenting unsecured financial creditors There are no dissenting unsecured creditor N.A. N.A. N.A. 4. Other unsecured financial creditor No claims received N.A. N.A. N.A. 5. Operational creditor Government 8,10,489 8,10,489 4,05,244 50% Workmen No claims received N.A. N.A. N.A. Employees No claims received N.A. N.A. N.A. 6. Other debts and dues N.A. N.A. N.A. N.A. 7. CIRP expenses 81,36,130 81,36,130 81,36,130 Total 659,58,41,875 659,58,41,875 24,11,00,000 8. The interests of existing shareholders have been altered by the resolution plan as under : Sl. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... enting financial creditors ? N.A. Yes Regulation 38(1A) Whether the resolution plan includes a statement as to how it has dealt with the interests of all stakeholders ? 5.3 Yes Regulation 38(2) Whether the resolution plan provides : (a) the term of the plan and its implementation schedule ? 5.3 Yes (b) for the management and control of the business of the corporate debtor during its term ? 4.2 Yes (c) adequate means for supervision its implementation ? 4.3 Yes Regulation 38(3) Whether the resolution plan demonstrates that- 4.3 Yes (a) it addresses the cause of default ? (b) it is feasible and viable ? (c) it has provisions for its effective implementation ? (d) it has provisions for approvals required and the time-line for the same ? (e) the resolution applicant has the capability to implement the resolution plan ? Regulation 39(2) Whether the RP has filed applications in respect of transactions observed, found or determined by him ? CD ceased operation in past 2 financial years from the date of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctions under section 45 10-11-2019 N.A. N.A. 3. Extortionate credit transactions under section 50 N.A. N.A. N.A. 4. Fraudulent transactions under section 66 N.A. N.A. N.A. Observation 23. The said application filed by the applicant on November 11, 2019, under section 30(6) of the Insolvency and Bankruptcy Code, 2016, seeking for approval of resolution plan. 24. It is observed that the CIRP has been initiated against the corporate debtor, namely, M/s. Dhar Textile Mills Limited in C. P. (I. B.) No. 191/7/ NCLT/AHM/2017, vide an admission order passed by this Adjudicating Authority February 15, 2019, by appointing an IRP to initiate CIRP Process. 25. During the said period the applicant filed an application before this Adjudicating Authority for extension of CIRP period of 90 days and the same was allowed. 26. There was several meetings of CoC were held on different date and in 11th meeting of CoC dated November 1, 2019, one complete resolution plan was received from Sardha Buildcon Private Limited and it was unanimously passed by the members of CoC on November 8, 2019. 27. The loan was initially sanctioned by the financial creditor (State Bank of India, State Ban ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ately. All the records, books of account, assets, documents and agreements shall be handover to Shradha Buildcon P. Ltd., the resolution applicant for the corporate debtor. 35. The resolution professional is directed to forward all records relating to the conduct of the corporate insolvency resolution process and the resolution plan to the Insolvency and Bankruptcy Board of India for their record/database. 36. The resolution professional is also directed to file a compliance report of the above directions with this registry at the earliest and thereafter the resolution professional is discharged from this corporate insolvency resolution process from the date of filing of the compliance report with this registry. 37. The registry is hereby directed to communicate the authenticate copy of this order to the resolution professional, corporate debtor, resolution applicant, operational creditor, IBBI and Registrar of the company at the earliest through speed post/registered post. 38. Thus, the present I. A. No. 730 of 2019 in C. P. (I. B.) No. 191/7/NCLT/ AHM/2017 filed under section 30(6) of the Insolvency and Bankruptcy Code, 2016 for the acceptance of the resolution plan stands di ..... X X X X Extracts X X X X X X X X Extracts X X X X
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