TMI Blog2020 (1) TMI 1328X X X X Extracts X X X X X X X X Extracts X X X X ..... Resolution Applicant. The 31 st Committee of Creditors Meeting held on 13 th November, 2019, the Resolution Plan submitted by M/S Sterlite Power Transmission Limited (SPTL) was approved by the Committee of Creditors by 95.15 % of voting shares. The Resolution Plan submitted by M/S Sterlite Power Transmission Limited (SPTL) i.e. Resolution Applicant, approved by 95.15 % of voting share in 31 st Committee of Creditors Meeting dated 13.11.2019 is APPROVED, as per Section 31 (l) of the Insolvency and Bankruptcy Code, 2016. Accordingly, the same shall be binding on the Corporate Debtor and its employees, members, all creditors including Central and State Government and local authorities, guarantors and other stakeholders. Application allowed. - CA (IB) No. 157/CTB/2019 Connected with TP No. 42/CTB/2019 Arising out of CP (IB) No. 251/KB/2017 - - - Dated:- 30-1-2020 - Ms. Sucharitha R. (J) And Shri Satya Ranjan Prasad (T) Mr. D. Basu Adv. For the REC Ltd. Mr. Saurav Panda, Ms. Charu Bansal, Mr. Raj Mohanty For the Resolution Professional. Mr. Prasenjeet Mohapatra, Jr. Standing Counsel, GST For the CA No. 162 IA No.176 of2019 Mr. A.N. Das, Mr. N. Sarkar, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs passed this resolution with 100 % voting. Meanwhile, another IA No. 19/CTB/2019 was filed seeking further exclusion of 30 days from the Corporate Insolvency Resolution Process. Both this application was allowed by this Adjudicating Authority by Order dated 08th July, 2019. Th present Resolution Professional Mr. Bhuvan Madan was appointed and 30 days of exclusion of Corporate Insolvency Resolution Process period was also granted. Hence, both IA No. 18/CTB/2019 and IA No. 19/CTB/2019 were allowed. (v) Another A No. 75/CTB/2019 was filed before this Adjudicating Authority for the exclusion of days lost in the litigations. After considering the facts and circumstances of the case, this Adjudicating Authority by Order dated 08th August, 2019 granted 98 days of exclusion from the Corporate Insolvency Resolution Process. Thereby the Corporate Insolvency Resolution Process shall end on 14th November, 2019. (vi) It is evident from Form - H that public notice was issued on 08.07.2017. The Committee of Creditors was constituted on 01 st August, 2017. The 1 st Committee of Creditors Meeting was held on 04 th August, 2017. (vii) It is evident from Form - H that registered valuers ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he other Resolution Applicant SPTL was also informed and they have not expressed any objection to that. In the 30 th Committee of Creditors Meeting both the Resolution Plans were discussed. 5. The 31 st Meeting of committee of Creditors held on 1 November, 2019 which was adjourned and continued on 12th November, 2019. The Resolution Plan of both SPTL and IMR Metallurgical Resources AG were presented before the Committee of Creditors. In the same Meeting, the proposal for settlement by the promoters under Section 12 (A) of the Code, was also discussed. However, the Financial Creditor i.e. REC Ltd. was no satisfied with the settlement proposals of the promoters/Directors. Hence, the settlement proposal was rejected. Thereafter, the Resolution Plans were taken up for consideration. 6. Both the Resolution Plans were taken up for consideration by the Committee of Creditors. Both the Resolution Plans complied with the mandatory requirements stipulated under Section 30 (2) of the Code read with Regulations thereunder. The Committee of Creditors discussed the feasibility and viability of the Resolution Plans and the capability of the Resolution Applicants to implement the Resolutio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Subtotal (out of 80) 72.76 5. Reasonableness of financial projections 8.50 6. Ability to turnaround 5.00 7. Standing of the RA 5.00 Subtotal (out of 20) 18.50 Grand Total (out of 100) 91.26 IMR Metallurgical Resources AG: - Evaluation Criteria Score 1. Upfront Cash 40.00 2. NPV factoring including upfront cash 24.92 3. Equity infusion for improvement in ops 4. NPV of Operational Creditors 5.00 Subtotal (Out of 80) 69.92 5. Reasonableness of financial projections 5.50 6. Ability to turnaround 2.50 7. Standing of the RA 2.50 Subtotal (Out of 20) 10.50 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt dated 14th November, 2019 was issued to the successful Resolution Applicant. It was resolved to file Approved Resolution Plan before the Adjudicating Authority for approval in terms of Section 30 (6) of the Code. Further, the successful Resolution Applicant has also undertaken to provide Performance Bank Guarantee in compliance with Regulation 36 (4A) of the CIR Regulations as contemplated in the RFRP. The mandatory requirements envisaged under Section 30 (2) of the Code is as follows: - SECTION/REGULATION REQUIREMENT CLAUSE OF THE RESOLUTION PLAN/ADDITIONAL DOCUMENTS Section 29A of the Code. This disqualification under Section 29A of the Code should not apply. Section 3 (m) of the Resolution Plan read with the affidavit dated 30th October, 2019 submitted by the Successful Resolution Applicant. Section 30 (2) (a) of the Code. The Resolution Plan provides for the payment of insolvency resolution process costs in a manner specified by the Board in priority to the repayment of other debts of the Co orate Debtor. Section 3 (a) of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... schedule. Section 10 of the Resolution Plan. Regulation 38 (3) (a) The Resolution Plan shall demonstrate that it addresses the cause of default. Section 5 of the Resolution Plan. Regulation 38 (3) (c) The Resolu ion Plan shall have provisions for its effective implementation. Section 7, 8, 9 and 10 of the Resolution Plan. Regulation 38 (3) (d) The Resolu ion Plan shall have provisions for approvals required and the timeline for the same. Section 7 of the Resolution Plan. The mandatory requirements of the provisions of the Insolvency and Bankruptcy Code, 2016 and CIR Regulations are complied with. 12. Summary of the Approved Resolution Plan as stated in the application: - (i) Corporate Insolvency Resolution Process costs - CIR Process cost shall be paid in full and in priority to other creditors from the cash flow generated by the Corporate Debtor. In case of any shortfall, the successful Resolution Applicant will infuse funds by way of equity or convertible securities or subordinate conv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... asset is transferred to the Resolution Applicant. (g) Resolution Plan in Annexure 4 has requested certain relief and concessions. It is clarified that disallowances of the concessions, reliefs and dispensations as sought for, shall not impact the effectiveness or implementation of the Resolution Plan. In respect to the relief, concessions, dispensations as sought for, the same shall be governed by Rules in accordance with law. 13. The Resolution Professional has filed Compliance Certificate in Form - H as per Regulation 39 (4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, does not contravene any of the provisions of the law for the time being in force. 14. The Resolution Applicant i.e. M/S Sterlite Power Transmission Limited has submitted an affidavit pursuant to Section 30 (1) of the Insolvency and Bankruptcy Code, 2016 confirming its eligibility under Section 29 A of the Insolvency and Bankruptcy Code, 2016. 15. It is disclosed in Form - H that the Resolution Professional has determined the transaction of the nature covered under Sections 43, 45, 50 or 66 as the case may be, of the Insolvenc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s have been wrongly included in the Resolution Plan, it can never be the asset of the Corporate Debtor. Any direction/inclusion to sell the individual shares of the promoters of Facor Power Limited is blatant violation. However, it is clarified by Resolution Professional and Committee of Creditors that it is only an exist option for the Directors, and not a mandatory. It is purely the wish of the promoters to either benefit from the Clause or not. b. In respect of the inclusion of expertise in Power in RFRF, the Corporate Debtor has more than 86.09 % of shareholding in Facor Power Ltd. and it is an asset of the Corporate Debtor. Hence, the Resolution Applicant ought to maximize the asset. Hence, the expertise in power become inevitable. The objections raised by applicant in IA No. 175/CTB/2019 are overruled. IA No. 175/CTB/2019 is DISMISSED. Orders passed vide separate sheet. (iii) CA (IB) No. 162/CTB/2019 and CA (IB) No. 176/CTB/2019 is filed by Government of India through Office of the Assistant Commissioner, GST Central Excise, Balasore Division, Bhubaneswar GST Commissionerate. Both applications are DISMISSED. Orders passed in separate sheet. ORDER 19. Th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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