TMI Blog2020 (12) TMI 193X X X X Extracts X X X X X X X X Extracts X X X X ..... the Resolution Plan has considered the interest of all the stakeholders of the Corporate Debtor, keeping in view the objectives of the Code (Regulation 38(1A)). d) Declaration by the Resolution Applicant that neither the Resolution Applicant nor any of his related party has either failed or contributed to the failure of the implementation of any other approved Resolution Plan. The instant Resolution Plan meets the requirements of Section 30(2) of the Code and Regulations 37, 38, 38(1A) and 39(4) of the Regulations. The Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law. The same needs to be approved. Application allowed. - IA No. 920 of 2020 in CP (IB) No. 1385/MB/2017 - - - Dated:- 3-12-2020 - Hon ble Janab Mohammed Ajmal, Member (Judicial) And Hon ble Shri V. Nallasenapathy, Member (Technical) For the RP : Mr Ravi Kadam Mr Gaurav Joshi, Senior Advocates with Mr Anoop Rawat, Ms Meghna Rajadhyaksha, Mr Saurav Panda, Mr Rishabh Jaisani, Ms Ankita Mandal Ms Kriti Kalyani i/b Shardul Amarchand Mangaldas For the CoC : Mr Venkatesh Dhond, Senior Advocate with Ms Fatema Kachwalla, Mr Jash ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... en dealt with in accordance with the provisions of the Public Announcement and 7th May, 2019 has been considered as the cut-off date for claim verification. vi. The Applicant in compliance of the provisions of the Code and Rules framed there under conducted the CIRP of the Corporate Debtor. 3. During the period of CIRP the RP issued Form-G on 15.07.2019 inviting expressions of interest (EOI) from prospective resolution applicants (PRAs). The Applicant received EOIs from 15 PRAs. Provisional list of eligible PRAs was issued to the CoC on 16.08.2019. Request for the resolution plan (RFRP) along with information memorandum, evaluation matrix was issued to the PRAs on 21.08.2019. The Applicant issued the final list of PRAs to the CoC on 31.08.2019. Further, with the consent of the CoC the last date for submission of resolution plan was extended till 25.11.2019. The Applicant received resolution plans from the following prospective resolution applicants: a) Bharti Airtel Ltd.; b) Reliance Digital Platform Project Services Limited, through its division Infrastructure Projects; c) VFSI Holdings Pte. Ltd.; and d) UV Asset Construction Company Ltd. 4. The CoC (includi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... from energy to materials, retail to digital services and entertainment. Reliance Industries Limited (RIL) is the flagship company of the Reliance Industries Group and is India s largest and most profitable private sector company. It has demonstrated exceptional performance in FY 2018-19 including consolidated turnover of INR 6,22,809 crore, consolidated PAT of INR 39,588 crore and market capitalisation of INR 8,63,996 crore. B. Closing Action Notice and Effective Date: The Resolution Plan envisages that upon the fulfilment of the conditions precedent, set out therein, to the satisfaction of the monitoring committee and the communication of the fulfilment of the conditions precedent to the Resolution Applicant by the monitoring committee, the Resolution Applicant shall issue a notice within 5 (five) Business Days ( Closing Action Notice ) to the erstwhile CoC in writing confirming the date on which it proposes to implement the Resolution Plan. In the event the Closing Action Notice is not issued within 5 (five) Business Days as aforesaid, it shall be deemed to be issued provided each of the conditions precedent have been satisfied. The Closing Action Notice shall identify the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (including the unpaid CIRP cost, Financial Creditors, Operational Creditors, Other creditors or any other person to whom any amount is due to be paid pursuant to this Resolution Plan, if any), whether asserted or unasserted, whether claimed or not, whether admitted or not, or contingent or otherwise, crystallized or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, whether or not set out in the information memorandum, the virtual data room, the balance sheet or the profit and loss account statements of the Corporate Debtor. RA proposes that upon payment of the Total Resolution Amount on the effective date, the Corporate Debtor or the Resolution Applicant shall have no liability to make any payment to any stakeholder of the Corporate Debtor or the group stakeholders and all liabilities of the Corporate Debtor towards all the stakeholders of the Corporate Debtor and the group stakeholder shall be extinguished and settled, on and w.e.f. the NCLT approval date. The Resolution Applicant submits that this Resolution Plan is its best proposal, and is fair and equitable to all stakeholders of the Corporate Debtor and is fully compliant with applicable laws in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Employees) whose verified claims is up to INR 1 Crore; b. Operational Creditors with verified/admitted claims of more than INR 1 Crore: For claims of more than INR 1 Crore, the Resolution Applicant proposes to pay: i. 50% of amount of up to INR 1 Crore of the verified claims; and ii. 10% of the amount over and above INR 1 Crore of the verified claims. Note 3: Payments to Other Creditors Out of the total verified other creditors debt, claim of INR 904,01,37,349/- belongs to the Affiliates of the Resolution Applicant, i.e. RJIL and JDFPL. RJIL and JDFPL have agreed to waive their rights towards any payments under this Plan and accordingly, any payments due to RJIL and JDFPL shall stand expressly extinguished on the Effective Date. Payment of 100% amount to the remaining creditors in this category has been envisaged under the Plan. Note 4: Payments to Financial Creditors under the Plan Out of the Total Resolution Amount, the RA will make payment to the financial creditors, as consideration for transfer, assignment, acquisition or novation of the admitted financial creditor debt in favour of the RA or entity specified by it, along with the encumbrances and mor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and transaction costs) shall be distributed to the Approving Financial Creditors on a pro rata basis to their Admitted Financial Debt, as would be mutually agreed between the RA, RRL and the Approving Financial Creditors. Note 2 In addition to the above, Plan also provides for recoveries from Applications under Sections 43, 45, 47, 49, 50 or 66 of the Code, which shall be solely for benefit of the Financial Creditors. Note 3 Apart from the above overall payment proposed under the Plan, an amount of up to INR 250,00,00,000/- has been waived by RJIL (an affiliate of RA) towards CIRP Cost incurred by it for the maintenance and preservation of value of Corporate Debtor. An amount of INR 904,01,37,349/- has also been waived by RJIL/JDFPL (affiliates of RA) towards their claim under the head of other creditors. H. Management of the Corporate Debtor: During the period between the NCLT Approval Date and the Effective Date, a monitoring committee shall manage the affairs of the corporate debtor and oversee the implementation of the plan. The monitoring committee shall comprise of the Resolution Professional, two nominees/representatives of approving ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ill be made in priority over Financial Creditor (Regulation 38(1)(a)). b) Since the plan has been approved by 100% voting share of the CoC, provision of dissenting financial creditor does not arise. This is in compliance of Regulation 38(1)(b) of the Regulations. c) Declaration by the Resolution Applicant that the Resolution Plan has considered the interest of all the stakeholders of the Corporate Debtor, keeping in view the objectives of the Code (Regulation 38(1A)). d) Declaration by the Resolution Applicant that neither the Resolution Applicant nor any of his related party has either failed or contributed to the failure of the implementation of any other approved Resolution Plan. 9. The Resolution Applicant has sought certain reliefs, concessions, waivers. We however are not inclined to grant such concessions or waivers. The Resolution Applicant needs to approach the authorities concerned for permits, if required, and same would be considered on merits by the concerned authorities in accordance with law. During the hearing the Ld. Counsel for RP and RA submitted that the Resolution Applicant has received approval from Competition Commission of India (CCI Approval) vi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n Plan is in reference to matters specified in Section 30(2) when the Resolution Plan does not conform to the stated requirements. 13. In CoC of Essar Steel (supra) the Hon ble Apex Court clearly laid down that the Adjudicating Authority would not have power to modify the Resolution Plan which the CoC in their commercial wisdom have approved. In para 42 Hon ble Court observed as under: Thus, it is clear that the limited judicial review available, which can in no circumstance trespass upon a business decision of the majority of the Committee of Creditors, has to be within the four corners of section 30(2) of the Code, insofar as the Adjudicating Authority is concerned, and section 32 read with section 61(3) of the Code, insofar as the Appellate Tribunal is concerned, the parameters of such review having been clearly laid down in K. Sashidhar (supra). 14. In view of the discussions and the law thus settled, the instant Resolution Plan meets the requirements of Section 30(2) of the Code and Regulations 37, 38, 38(1A) and 39(4) of the Regulations. The Resolution Plan is not in contravention of any of the provisions of Section 29A of the Code and is in accordance with law. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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