TMI Blog2019 (11) TMI 1593X X X X Extracts X X X X X X X X Extracts X X X X ..... ion to this plan and its implementation - The relief sought is hereby allowed by this Bench in view of the judgement of the respected Coordinate Bench at Chandigarh and Chennai in the matter of State Bank of India V. MOR Farms Private Limited [ 2018 (6) TMI 1586 - NATIONAL COMPANY LAW TRIBUNAL, CHANDIGARH ] where it was held that There is no haircut for the payment obligations to the operational creditor and as they are to be paid their dues in the normal course of business. Even the past employees of the corporate debtor will continue to be engaged by the Resolution Applicant without having recourse to termination of their services and shall be paid as per the existing agreement with them. The initial amount of ₹45 lacs stands already deposited by the Resolution Applicant. The Resolution Applicant, who will step into the shoes of Corporate Debtor subsequent to approval of Resolution Plan by the Bench, shall not be held responsible for any outstanding statutory dues and other claims for the period before commencement of CIRP - The Resolution Plan is binding on the Corporate Debtor and other stakeholders involved so that revival of the Debtor Company shall come into for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lations given as below: Particulars Admitted Claims (₹) Financial Creditors 17,28,28,11,914/- Operational Creditors (Suppliers) 7,90,16,89,100/- Operational Creditors (Workmen Employees) 1,14,95,484 Statutory Liabilities Nil Other Creditors 1,60,430/- Total 2519,61,56,928/- 6. The break up of Financial Creditors is as follows: Name of Financial Creditor Claims Admitted (₹) Voting Share (%) Duetsche Bank 1,36,66,71,090 68.76% Citi Bank N.A. India 30,29,53,159 15.59% Corporation Bank 27,77,20,676 13.51% Kotak Mahindra Bank 2,10,68,082 0.97% Bank of India 1,92,55,164 1.16% ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... imited ( Kotak ). ii. Karvy Data Management Systems Limited ( Karvy ). 16. In the Ninth CoC meeting dated 09.01.2019, both the resolution plans were opened. Karvy had not furnished the Bid Bond Guarantee and hence, the CoC decided to grant one week s time to cure the non-compliance. 17. On 11.01.2019, the RP received an email from WeP Peripherals ( WeP ) stating that it could not file the resolution plan due to unavoidable circumstances, seeking condonation of delay and an extension of time till 14.01.2019 to submit its resolution plan. The request was acceded to by the RP. 18. WeP submitted its resolution plan jointly with Sattva Real Estate Private Limited on 13.01.2019. In the 11th CoC meeting dated 24.01.2019, the CoC ratified the consideration of the WeP Plan which was submitted after the last date. 19. On 27.01.2019, the consortium of Kalpraj Dharamshi Rekha Jhunjhunwala (Successful Resolution Applicant) submitted their Resolution Plan to the RP. 20. In the 12th CoC meeting dated 30.01.2019, the CoC approved the consideration of WeP s Resolution Plan and the plan of Kalpraj Dharamshi Rekha Jhunjhunwala, both of which were received after the last date. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 00 16.00 50.00% 10.00 Total 3,20,00,000 32.00 100.00% 26. The Successful Resolution Plan proposes a merger of BidCo with the Corporate Debtor, thereby resulting in infusion of ₹32 crore into the Corporate Debtor. In addition, the Successful Resolution Plan provides for a fund infusion of ₹21 crore into the Corporate Debtor by way of issuance of unsecured optionally convertible debentures ( OCDs ) to the Successful Resolution Applicant by the Corporate Debtor. Hence, the Resolution Plan is a proposal of infusion of ₹53 crore ( Upfront Fund Infusion ) into the Corporate Debtor by way of merger with BidCo and by issuing OCDs. 27. The Resolution Plan envisages two scenarios for restructuring the share capital of the Corporate Debtor. i. The Successful Resolution Applicant shall pay ₹2.49 crore to the non-public shareholders of the Corporate Debtor, being NRG and RCL, for purchase of their entire shareholding in the Corporate Debtor. (Scenario 1) ii. In case NRG and RCL do not agree to such purchase, the sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... GRAND TOTAL (A+B+C+D+E) 23,26,84,88,757 27,23,89,323 PROPOSAL FOR NON-RELATED FINANCIAL CREDITORS Collateralised FC Corporation Bank 27,77,20,676 Note 1 Kotak Mahindra Bank 2,10,68,082 Bank of India 1,92,55,164 Citi Bank N.A., India 30,29,53,159 Non-collateralised FC Deutsche Bank 1,36,66,71,090 Note 2 PROPOSAL FOR SHAREHOLDERS DIRECT PAYMENT BY SUCCESSFUL RESOLUTION APPLICANT Public Shareholders Payment to public shareholders (in case they opt for exit from the Company) NA 52,49,00,000 Promoter Shareholders Payment to RCL and NRG in case they accept proposal to transfer their shares NA 2,49,00,000 Note 1: Successful Resolution Applicant shall replace the Collateralised FCs as soon as practically possible ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o Ricoh Company Limited: The Resolution Applicant, at their sole discretion, intend to pay INR 50 Crore to Ricoh Company Limited at any time after the expiry of 9 years from the Transfer Date to obtain operational support necessary to run the business. 31. It is further submitted that the RP has produced on record Form-H as the Compliance Certificate under Regulation 39(4) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 to the effect that the contents of the Successful Resolution Plan meet all the requirements of the Code and the CIRP Regulations. 32. The Successful Resolution Applicant have submitted the affidavit (as required under the Code) on compliance with Section 29A of the Code. Basis the due diligence conducted by the Applicant and his consultants, the Applicant is of the view that the Successful Resolution Applicant is not disqualified under Section 29A of the Code. 33. The Resolution Plan as approved by CoC is incorporated herein below: DATED FEBRUARY 12, 2019 THE RESOLUTION PLAN FOR RICOH INDIA LIMITED SUBMITTED BY: Mr. Kalpraj Dharamshi and Mrs. Rekha Jhujhunwala TABLE OF CONTENTS 1. INTRODUCTION ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 16.00 50.00% 10.00 Rekha Jhunjhunwala 1,60,00,000 16.00 50.00% 10.00 Total 3,20,00,000 32.00 100.00% The Directors of the BidCo shall be as follows: Name of the Director Designation DIN Kalpraj Dharamshi Director 00056433 Rekha Jhunjhunwala Director 01226765 1.2 Brief profile of Mr. Kalpraj Dharmashi Mr. Kalpraj Dharamshi has completed his graduation in commerce from the University of Mumbai and his Intermediate in Chartered Accountancy from the Institute of Chartered Accountants of India. He started his stock market intermediary operations in 1988 and acquired his BSE membership in 1994 followed by NSE membership in 1997. The operations are carried out in the name of Dharamshi Securities Pvt. Ltd. which services institutional and retail clients across India. Mr. Kalpraj Dharamshi has been runn ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ren s Nest Education Private Limited, which has around 200 hundred employees. Mrs. Jhunjhunwala owns 18 percent stake in Pegasus Assets Reconstruction Private Limited, a private sector Asset Reconstruction Company (ARC) registered with Reserve Bank of India. It has acquired dues of over INR 7,500 Cr. (Indian Rupees Seventy Five Hundred Crores Only) of distressed loans / non-performing loans transactions from more than 50 banks and financial institutions till FY2018. As of March 31, 2018, the net worth of Mrs. Jhunjhunwala was INR 1,545 Cr. (Indian Rupees One Thousand Five Hundred Forty Five Crores Only). DEFINITIONS AND INTERPRETATION Unless otherwise defined in this Resolution Plan, the following capitalized terms shall have the following meanings, unless repugnant to the subject, matter or context thereof: Definitions/ Abbreviation Meaning Adjudicating Authority shall mean the National Company Law Tribunal, Mumbai Applicable Laws shall mean any statute, treaty, law, code, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any Governm ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shall mean the committee of creditors of the Corporate Debtor constituted by the Resolution Professional in accordance with the provisions of the Code CoC Approval shall mean the approval of the Resolution Plan by the Committee of Creditors of the Corporate Debtor Companies Act shall mean the Companies Act, 2013 as amended from time to time and all rules, regulations, notifications and circulars issued pursuant thereto from time to time Code or IBC shall mean the Insolvency and Bankruptcy Code, 2016 as amended from time to time Corporate Debtor or Company or Ricoh India shall mean Ricoh India Limited Consolidation of Share Capital shall have the meaning as prescribed in clause 5.2.3 Cancellation of Shares shall have the meaning as prescribed in clause 5.2.2 Debt shall mean as to any Person, any indebtedness for or in respect of (without limitation) any moneys borrowed, any amounts admitted (in writing including in ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l mean date of commencement of CIRP, i.e., 14 May 2018. Insolvency Resolution Process Cost or CIRP Cost shall have the meaning ascribed to it in the IBC; Interim Management Costs shall have the meaning as prescribed in clause 5.4.5 List of Creditors shall mean the list of creditors of the Corporate Debtor dated January 24, 2019 as uploaded on the website of the Corporate Debtor; Monitoring Agent shall have the meaning as prescribed in Clause 5.4.3 Monitoring Committee shall have the meaning as prescribed in Clause 5.4.1 NCD shall mean Non-Convertible Debentures; NRG shall mean NRG Group Limited; NCLT Approval Date shall mean the date of approval of the Resolution Plan by National Company Law Tribunal, Mumbai; Operational Creditor or OC shall have the meaning ascribed to it in the IBC; Operational Debt shall m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... advisor and their consultants; Resolution Plan shall mean this plan submitted by the Resolution Applicant in relation to the Corporate Debtor; RoC Charges shall mean the charges against Ricoh India Ltd as defined in Annexure 1; Ricoh Japan or RCL or Ricoh shall mean Ricoh Company Ltd., Japan; Ricoh India shall mean Ricoh India Limited or the Corporate Debtor; SBLC shall mean Stand by Letter of Credit; SEBI shall mean Securities and Exchange Board of India; Share Capital shall mean the entire equity share capital of the Corporate Debtor; and Transfer Date shall mean the date of completion of merger with BidCo or date on which payments / settlements are made towards the claims of the operational creditors, the claims of the employees and workmen and collateralisation / settlement of the financial creditors as provided under the Resolution Plan, whichever is earlier. A ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... porate Debtor has no subsidiary company. 2.8 The Corporate Debtor has an associate company, I.D.C. Electronics Ltd in which it holds 46% equity shares. 3. TREATMENT OF STAKEHOLDERS 3.1 Treatment of outstanding CIRP Cost In terms of Section 30(2) (a) of the IBC, the CIRP Costs are to be paid in priority to any other creditor of the Corporate Debtor. Any unpaid or outstanding Insolvency Resolution Process Cost shall be paid from the money infused in the Corporate Debtor as per clause 5.2.4 and clause 5.2.5. The outstanding CIRP Cost shall be paid as per the timelines prescribed in clause 5.3. The outstanding Insolvency Resolution Process Cost shall be paid in compliance with the Applicable Law in priority to any other creditor of the Company. The Resolution Applicant reserves the right to seek details of the outstanding CIRP Cost and requisite documents evidencing the amounts incurred for the outstanding CIRP Cost. 3.2 Treatment of Financial Creditors As per the List of Creditors, the total amount of claims of Financial Creditors admitted by the RP is INR 1,728.28 Cr. (Indian Rupees Seventeen Hundred and Twenty Eight Crores and Twenty Eight Lakhs Only). We have ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n given in clause 5.3. We understand that replacing the guarantee given to the Department of Post involves co-ordination and support from third parties and may hence take time. We shall therefore, in the interim provide a stand by letter of credit to the Uncollateralised FC which shall be valid till expiry of guarantee given by Uncollateralised FC to Department of Post or replacement of bank guarantee of Uncollateralised FC , whichever is earlier. Any encumbrance created on the assets of the Company to secure the claims of the Uncollateralised FC shall stand fully extinguished immediately upon provision of SBLC to Uncollateralised FC or replacement of bank guarantee of Uncollateralised FC, whichever is earlier. The Resolution Applicant or the BidCo proposes to make a payment of INR 1.00 Cr. (Indian Rupees One Crore Only) to the Related Party FC and Related Party OC (as defined in clause 4.3) in return for Assignment of these claims to the BidCo. This amount will be paid proportionately to the Related Party FC and Related Party OC in accordance with their admitted claim amount. The amount will be paid as per the timelines of the Resolution Plan given in clause 5.3. Upon payment o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... as per clause 5.2.4 and clause 5.2.5. The amount will be paid as per the timelines of the Resolution Plan given in clause 5.3. For settlement / payment of Related Party OC, please refer clause 4.2 above. The Resolution Applicants, at their sole discretion, intend to pay INR 150 Cr. (Indian Rupees One Hundred and Fifty Crore Only) to RCL at any time after the expiry of 9 years from the Transfer Date to obtain operational support necessary to run the business. 3.4 Treatment of Workmen and Employees Dues As per the List of Creditors, the total amount of claim of Workmen Employees admitted by the RP is INR 1.15 Cr. (Indian Rupees One Crore and Fifteen Lakhs Only). The Resolution Applicant shall pay in full i.e. INR 1.15 Cr. (Indian Rupees One Crore and Fifteen Lakhs Only) or the actual admitted claim amount with respect to claim of workmen/employees. The payment shall be made from the money infused in the Corporate Debtor as per clause 5.2.4 and clause 5.2.5. The amount will be paid as per the timelines of the Resolution Plan given in clause 5.3. It is clarified that so far as the Corporate Debtor is concerned, all obligations of the Corporate Debtor towards each Wo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Amount Upfront Cash Recovery Payment of unpaid CIRP cost as intimated by the RP As per actuals Payment to Related Party FC and Related Party OC INR 1.00 Cr. Payment to Workmen Employees INR 1.15 Cr. Payment to Non-Related Party OC INR 19.07 Cr. Payment to Other Creditors INR 0.02 Cr. Total INR 21.24 Cr. Fresh Equity for improving business operations Through merger (share capital of BidCo) INR 32.00 Cr. Through unsecured optionally convertible debentures (as per terms set out in clause 5.2.5) INR 21.00 Cr. Replacement of Deutsche Bank guarantee (without blocking funds of the Corporate Debtor) yielding same results as infusing additional equity INR 136.67 Cr. Replacement of guarantees of Collateralised FC as per clause 4.2 leading to lenders not continuing with company I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... follows: Name of the Director Designation DIN Kalpraj Dharamshi Director 00056433 Rekha Jhunjhunwala Director 01226765 Further, since the Resolution Applicant are individuals, in our view, the definition of connected persons under the Code is not applicable. 4.2.2 Transfer of NRG and RCL Shares As per the latest publicly information, the shareholding as on 31 December 2018 is as follows: Shareholders Number of Shares Share Capital (INR Cr.) Shareholding % Ricoh Company Ltd. 1,83,10,578 18.31 46.04% NRG Group Limited 1,09,59,792 10.96 27.56% Public Shareholders 1,04,97,791 10.50 26.40% Total 3,97,68,161 39.77 100.00% As veteran investors in the mar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tion Plan shall be implemented via Scenario A , else the Resolution Plan shall be implemented via Scenario B . Scenario A and Scenario B are only relevant for clauses 5.2.3 and 5.2.4. Rest of the Resolution Plan is not impacted in any way by these scenarios. 4.2.3 Reconstitution of Share Capital a) Scenario A After the transfer of NRG and RCL shares, the following would be the shareholding of the Company before reconstitution. Proposed Number of Shares Share Capital (INR Cr.) Shareholding % Face Value (INR) Resolution Applicant 2,92,70,370 29.27 73.60% 10.00 Transferred from NRG 1,09,59,792 10.96 27.56% 10.00 Transferred from RCL 1,83,10,578 18.31 46.04% 10.00 Public Shareholders 1,04,97,791 10.50 26.40% 10.00 Total 3,9 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 46.04% 10.00 Public Shareholders 41,99,116 4.20 26.40% 10.00 Total 1,59,07,264 15.91 100.00% b) Scenario B After the cancellation of NRG and RCL shares, the following would be the shareholding of the Company before reconstitution. Proposed Number of Shares Share Capital (INR Cr.) Shareholding % Face Value (INR) Ricoh Company Ltd. - - - - NRG Group Limited - - - - Public Shareholders 1,04,97,791 10.50 100.00% 10.00 Total 1,04,97,791 10.50 100.00% The share capital of the Corporate Debtor shall be reconstituted as follows. The share capital of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s required under the Companies Act, together with the process laid down under the Companies Act, have been obtained and duly complied with. No further approval of NCLT will be required to give effect to the Reconstitution of Share Capital under the Companies Act and there shall be no requirement to add and reduced in the name of the Corporate Debtor as the approval of the Resolution Plan by NCLT shall be deemed to be an order under Section 66 of the Companies Act along with other applicable provisions of the Companies Act, sanctioning and approving all matters hereto. The Reconstitution of Share Capital will be approved and implemented pursuant to the provisions of the IBC, specifically, Regulation 37 of the CIRP Regulations read with Section 31 of the IBC. The compliance with the provisions of the Resolution Plan and the Reconstitution of Share Capital shall be deemed to be in accordance with and constitute compliance with any and all provisions of Applicable Law that would have otherwise applied to a similar reduction of capital under the Companies Act, the Income Tax Act 1961 and/ or under rules/ circulars/ regulations issued thereunder. In the event of any delay in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shareholding of Public Shareholders more than the ~12% envisaged herein. Indicative table below assuming no exit from public shareholders. Proposed Number of Shares Share Capital (INR Cr.) Shareholding % Face Value (INR) Resolution Applicant (New shares) 3,20,00,000 32.00 88.40% 10.00 Public Shareholders 41,99,116 4.20 11.60% 10.00 Total 3,61,99,116 36.20 100.00% 4.2.5 Issuance of OCDs to Resolution Applicant The Corporate Debtor will issue unsecured optionally convertible debentures ( OCDs ) to the Resolution Applicant as below: PARTICULARS INDICATIVE TERMS Amount INR 21.00 Cr. (Indian Rupees Twenty One Crores Only) Face Value The face value of OCD shall be INR 10.00 Interest ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sions with necessary Governmental Authorities / stock exchange (due to any past non-compliances of the Corporate Debtor or otherwise), and at all times in compliance with Applicable Law. Step Process Indicative Timeline (in Business Days ) 1. Identification of the Monitoring Committee for implementation of the Resolution Plan from the NCLT Approval Date up to completion of the merger Between CoC Approval and NCLT Approval 2. Incorporation of BidCo. by Resolution Applicant with capital by way of equity Between CoC Approval and NCLT Approval 3. Receipt of the certified copy of the order of the NCLT sanctioning the Resolution Plan and fulfilment of conditions prescribed, if any, by NCLT in its said order along with the scheme of merger of Corporate Debtor X 4. Monitoring Committee to take over control X 5. Corporate Debtor to inform to stock exchange regarding NCLT Order and proposed d ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... roval Date till the Transfer Date: 4.4.1 On and from the NCLT Approval Date and until the Transfer Date, a Monitoring Committee, ( Monitoring Committee ) shall be appointed for the Corporate Debtor. The Monitoring Committee shall be in the form of a committee comprising of three (3) members, being one (1) nominated by the Resolution Applicant, one(1) nominated by the CoC and the Mr. Krishna Chamadia. The Monitoring Committee shall supervise the implementation of the Resolution Plan and shall be required and entitled to do all such acts, deeds, matter and things as may be necessary, desirable or expedient in order to implement and give effect to this Resolution Plan and shall act under the supervision of the NCLT. The day to day functioning of the Corporate Debtor shall be monitored, controlled and managed by the Monitoring Committee. The Monitoring Committee shall have the same functions, powers and protections as ascribed to the Resolution Professional under the IBC. Until the Transfer Date, the CoC shall continue with its roles and responsibilities, and have protections, as set out in the IBC including approving the matters as are being approved during the CIRP Period. All dec ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ried out by the Monitoring Committee from the NCLT Approval Date till the Transfer Date. However, if this is not permitted for any reason, then the board of directors of the Corporate Debtor shall be re-constituted on the NCLT Approval Date by the Monitoring Committee (who shall nominate the members as directors of the Corporate Debtor) and shall remain in force till the Transfer Date. On and from the Transfer Date, the Reconstituted Board of the Corporate Debtor shall take over the control and management of the Corporate Debtor and the existing board of Directors shall be deemed to have resigned as directors from the Board of the Corporate Debtor. From the NCLT Approval Date till the Transfer Date, any and all decisions which could otherwise have been taken by the existing Board of the Corporate Debtor shall be taken by the Monitoring Committee and that the existing Board of the Corporate Debtor's shall have no authority whatsoever to conduct the business of the Corporate Debtor. Any decisions taken by the existing Board of the Corporate Debtor shall be null and void and shall not be binding on the Monitoring Committee and/or the Corporate Debtor. The Monitoring Committee shal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... agement control of the Corporate Debtor and the Monitoring Committee shall stand automatically dissolved. 5. GUARANTEES 5.1 Submission of Cash Earnest Money Deposit ( Cash EMD ) The Resolution Applicant has transferred an amount of INR 10 Cr. (Indian Rupees Ten Crores Only) by way of RTGS Funds Transfer (with UTR number HDFCR52019012862295505) to the bank account of the Corporate Debtor on January 28, 2019. 5.2 Submission of Performance Bank Guarantee In the event this Resolution Plan is approved by the CoC, the Resolution Applicant would if required submit a performance bank guarantee or cash deposit for an amount of INR 30 Cr. (Indian Rupees Thirty Crores Only) ( Performance Bank Guarantee or Cash PG ).If the Cash EMD has not been returned to the Resolution Applicant at the time of submission of Performance Bank Guarantee or Cash PG, the amount of the Performance Bank Guarantee or Cash PG shall be INR 20 Cr. (Indian Rupees Twenty Crore Only) 6. MANAGEMENT AND CONTROL OF AFFAIRS OF THE CORPORATE DEBTOR 6.1 From the date of CoC Approval Date up to the NCLT Approval Date From the submission of this Resolution Plan up to the NCLT Approval Date, the Reso ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s the right to make necessary amendments to the Constitutional Documents of the Corporate Debtor to align these constitutional documents in accordance with the business / operational requirements. It is clarified that the approval of the NCLT and the Committee of Creditors, shall be deemed to be their consent/approval also to the amendment of the Memorandum of Association and Articles of Association of the Corporate Debtor and no approval or consent shall be necessary from any other Person/ Authority in relation to any of the actions listed in this plan or under any agreement, the constitution documents of the Corporate Debtor or under any Applicable Law for purposes for consummating the actions listed in this plan. 6.5 Change in name of the Corporate Debtor 6.5.1 The name of the Corporate Debtor will be changed to another name as may be approved by the Registrar of Companies. In terms of the circular (ref IBC/01/2017) dated 25 October 2017 issued by the Ministry of Corporate Affairs, the approval of the NCLT shall constitute adequate approval for change of name of the Company by the Resolution Applicants in accordance with the Companies Act and other Applicable Laws and a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... procurement process more efficient. It is clarified that an entry into long term distribution agreement with Ricoh Company Ltd. shall not be the condition precedent for implementation of this Resolution Plan. 7.7.2 In the meanwhile, we shall focus on procuring products on an arm s length basis from Ricoh overseas entities or other overseas distributors of Ricoh. 7.7.3 We also intend to explore tie ups/ arrangement with other market participants which may include distributors of Ricoh. 7.7.4 Further, we understand that the majority of the projects of the ITS Business are currently in the phase of operations and maintenance and hence our focus will be to ensure that the operations continue to run without interruption. While we understand that the current team of RIL employees overseeing these projects are equipped to continue this process, we reserve the right to bring in experts / consultants as full time employees, contractual employees or advisors to help streamline processes and execute the projects in a more efficient manner. 7.8 We reserve the right to make changes in the management teams including the senior management to keeping the operational viability in consi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the right to make necessary changes/amendments in this Resolution Plan upon such negotiation and discussion with the CoC. 8.2 It is clarified that all costs and fees related to any pending disputes, ongoing litigations or any appeals filed on or prior to Transfer Date, where such disputes/ litigations pertain to CIRP of the Corporate Debtor and or the Resolution Plan, and wherein the RP is or has been made a party, such costs and expenses shall be met out of the internal accruals of the Corporate Debtor. For the purpose of foregoing, the Resolution Applicants agree that a separate account shall be opened for an amount not exceeding INR 2 Cr ( Escrow Account ). The Escrow Account shall be opened on the Transfer Date for a period not exceeding 12 months ( Escrow Period ). The Escrow Account shall be solely operated by the Monitoring Committee. Upon expiry of the Escrow Period, any residue amount lying in the Escrow Account shall be automatically remitted to the designated bank account of the Corporate Debtor. 8.3 Assumptions and Qualifications 8.3.1 This Resolution Plan has been prepared assuming that: (a) All the claims for the entire Financial Debt of the Corporate Deb ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ors shall, at any time and from time to time upon the request of the Resolution Applicant promptly and duly execute and deliver all such further instruments and documents, and do or procure to be done all such acts or things, as of the Resolution Applicant may reasonably deem necessary in obtaining the full benefits of this Resolution Plan and of the rights herein granted and do or procure to be done each and every act or thing which the Resolution Applicant may from time to time reasonably require to be done for the purpose of enforcing the Resolution Applicant rights under this Resolution Plan. 8.6 Remedial Actions 8.6.1 In the event, the Resolution Applicant faces any difficulty including non-cooperation in implementation of this Resolution Plan, execution of the necessary documents, handing over the management, affairs and assets, books and records of the Corporate Debtor and/or with respect to any other matter required in connection with or with respect to implementation of this Resolution Plan, the Resolution Applicant shall be entitled to make necessary applications to the NCLT for necessary directions/order in this regard or take such other remedial actions as the Res ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... f Creditors, the balance sheets of the Corporate Debtor or the profit and loss account statements of the Corporate Debtor, in relation to any period prior to the NCLT Approval Date shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Corporate Debtor or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. (b) With effect from the NCLT Approval Date and upon settlement of claims by the Resolution Applicant as contemplated in this Resolution Plan, all Tax liabilities, claims, demands, made by, or liabilities or obligations owed or payable to or assessed or unassessed by the Central government, the State governments, any regulatory or local authority or body or any agency or instrumentality thereof or any other Governmental Authority, in relation to any dues, direct or indirect Taxes, duties (including stamp duties, value added tax, customs, octroi, excise duty, service tax, goods and service tax, provident fund contributions or payments, employee state insurance and gratuity contributions, real estate taxes or other duty or taxes of any kind ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan and the Corporate Debtor or the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. (d) With effect from the NCLT Approval Date and upon settlement of claims by the Resolution Applicant as contemplated in this Resolution Plan, all liabilities, obligations including payment obligations of the Corporate Debtor arising out of any Proceedings, inquiries, investigations, orders, show causes, notices, suits, litigation etc. in respect of the Corporate Debtor, whether civil or criminal, pending before any authority, court, Tribunal or other forum prior to the NCLT Approval Date including which are already crystallised or may crystallize subsequent to the NCLT Approval Date in respect of on-going or potential Proceedings at all levels, shall stand settled and extinguished, and the Corporate Debtor shall have no liability in respect of such liabilities, obligations and payment obligations. However, all Proceedings, inquiries, investigations, orders, show causes, notices, suits, litigation etc. initiated by the Corporat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... or; and (iii) all claims of such Persons against the Corporate Debtor, in each case, relating to the period prior to the NCLT Approval Date, shall immediately, irrevocably and unconditionally stand extinguished and settled by virtue of the order of the NCLT approving this Resolution Plan and the Corporate Debtor or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. (g) With effect from the NCLT Approval Date and upon settlement of claims by the Resolution Applicant as contemplated in this Resolution Plan, the Corporate Debtor and its directors, key managerial personnel, officers and employees appointed after the NCLT Approval Date shall not be held liable in respect of all statutory/regulatory non-compliances having occurred prior to the NCLT Approval Date, including with respect to various provisions of Applicable Laws including but not limited to the Companies Act, 1956 and/or Companies Act, 2013 and/or the Taxation Laws and also of non-preparation and non-approval of financial statements for any of the financial years prior to the NCLT Approval Date. (h) With effect from the NCLT Approval Date and ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... by the Corporate Debtor should be regularised and all penalties payable in relation to the non-compliances stand waived off. (l) The voting rights of the shares held by NRG and Ricoh shall be kept at abeyance till such shares are either transferred to the Resolution Applicant or cancelled as per clause 5.2.2. (m) This Resolution Plan is being submitted only for the Corporate Debtor. This Resolution Plan has not considered settlement of any liability of any of the Associates. The Associates shall continue to be investments of the Corporate Debtor. However, on and from the NCLT Approval Date, no liabilities of the Associates shall be treated as any liability of the Corporate Debtor or the Resolution Applicants by virtue of any arrangement, of whatsoever nature. (n) With effect from NCLT Approval Date, all the RoC Charges shall be deemed as satisfied and discharged and the same shall not be treated as a liability of the Corporate Debtor or the Resolution Applicant by virtue of any arrangement, of whatsoever nature. (o) With effect from NCLT Approval Date, any charge created, after Insolvency Commencement Date, on the cash / cash deposits / any other assets of the Corporat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sions from payment of fees, charges, stamp duty, registration fees (including fees payable to the jurisdictional ROC) for various actions contemplated under this Resolution Plan (including capital reduction, issuance of shares, Reconstitution of Share Capital (including increase in authorised share capital), transfer of shares / NCDs / securities, Assignment of the Financial Debt, Assignment of Operational Debt, Merger of BidCo with Corporate Debtor and any other action taken to implement the Resolution Plan) and that the fees payable to the ROC in respect of amendment of memorandum of association and articles of association of the Corporate Debtor for allotment of fresh shares to the Resolution Applicant and/or its nominees and other relevant parties be waived and the ROC be directed to approve the relevant forms under the Companies Act and rules thereto without payment of fees in respect thereof; 10.3.1 that the Corporate Debtor and/or BidCo shall not be required to make any separate application before the Hon ble NCLT under the provisions of the IBC and that the approval of this Resolution Plan by the Hon ble NCLT shall be treated as if the necessary approvals required to hav ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l, application or consent shall be necessary from any Person or Governmental Authority, in relation to these actions under any agreement, the constitution documents of the Corporate Debtor or under any Applicable Law; 10.5.1 that the approval of the Hon ble NCLT pursuant to Section 31 of the IBC shall for constitute due compliance with the Foreign Exchange Management Act, 1999 and rules made thereunder in relation to transfer of NRG shares and RCL shares as envisaged in clause 4.3. Accordingly, no further action on the part of Resolution Applicant and / NRG, RCL (including adherence to pricing guidelines, reporting in Form FC TRS) shall be necessary; and 10.5.2 In the event any approval/filing is required under applicable law for purposes of assignment and/or enforcement of security interest, then, upon approval of the Hon ble NCLT pursuant to Section 31 of the IBC, such approval shall be deemed to be provided. It is hereby clarified, all the expenses, charges, fees, stamp duties to be incurred for assignment of the rights and interest as mentioned hereinabove shall be waived. Yours faithfully, Mr. Kalpraj Dharamshi Address: Quest, 1073 Rajabhau Desai Marg Prabhade ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... at on 16.02.2019 there was an addendum to the Resolution Plan which was accepted by the CoC. The addendum Resolution Plan is incorporated herein: DATED FEBRUARY 16, 2019 ADDENDUM TO RESOLUTION PLAN FOR RICOH INDIA LIMITED SUBMITTED BY: Mr. Kalpraj Dharamshi and Mrs. Rekha Jhujhunwala ADDENDUM TO RESOLUTION PLAN To, Mr. Krishna Chamadia Resolution Professional In the matter of Ricoh India Limited B, 1805, Raheja Heights, Off General, A.K. Vaidya Marg, Dindoshi, Malad, East, Maharashtra Dear Sir, Subject: Addendum to Resolution Plan for Ricoh India Limited in respect of its Corporate Insolvency Resolution Process. This is with reference to the resolution plan dated 12 February 2019 submitted by Mr. Kalpraj Dharamshi and Mrs. Rekha Jhunjhunwala for the resolution of Ricoh India Ltd. We understand that we have been declared as the Successful Applicant after voting by the CoC on our Resolution Plan. Post this we have received a request from the CoC to address certain aspects in our Resolution plan. In this context, we are submitting this addendum altering the Resolution Plan dated 12 February 2019 submitted by us. This addendum shall for ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... h shares as per clause 5.2.2 X+5 24. Deemed assignment of claims or write up of claims of Related Party FC and Related Party OC as per clause 4.2 X+20 25. Corporate Debtor to issue OCDs to Resolution Applicant as per clause 5.2.5 X+20 26. Reconstitution of Share Capital of Corporate Debtor as per clause 5.2.3 and increase in authorized share capital X+20 27. Actions in relation to merger of BidCo with the Corporate Debtor (including issuance of equity to Resolution Applicants as per clause 5.2.4) X+20 28. Corporate Debtor to undertake following: X+20 f) Settlement of / Payment of CIRP dues as per clause 4.1 g) Settlement of / Payment to workmen employee as per clause 4.4 h) Settlement of / Payment to Operational Creditors as per clause 4.3 i) Settlement of/ Payment of Financial Creditors as per clause 4.2 (includin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ishment of all claims along with abatement of any related legal proceeding including criminal proceedings. Furthermore, the Resolution Applicant seeks waiver of outstanding statutory dues and other claims as on the date of approval of the Resolution Plan. The exemption is also sought from the statutory dues of the Central Board of Direct Taxes (CBDT) and under the Stamps Act, from the levy of stamp duty and fees applicable in relation to this plan and its implementation. 38. The relief sought is hereby allowed by this Bench in view of the judgement of the respected Coordinate Bench at Chandigarh and Chennai in the matter of State Bank of India V. MOR Farms Private Limited [CA No. 71/2018 171/2018 in CP (IB) No. 51/Chd/Hry/2017], order dated 15.06.2018 and SKR Wind Energy LLP v. Subburaj Spinning Mills Private Limited [MA/31/IB/2019 filed in CP/655/IB/2017], order dated 12.03.2019. The relevant portion of the judgement of Chandigarh Bench is reproduced below for ready reference: 32. Before parting with this order, it is necessary to deal with the conditions laid down by the Resolution Applicant in the Resolution Plan, which were discussed by the CoC. One of the prayers mad ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s set out in the resolution Plan. All the statutory duties including taxes/cess/interest/penalty and other liabilities due to the operational creditors shall stand satisfied/waived off. The reason for these waivers and abatement is that the Operational Creditors and Financial creditors except those in whose favour the provision is made in the Resolution Plan would not get anything in the event of liquidation of the Corporate Debtor, as per the waterfall mechanism provided under Section 53 of the I B Code, 2016. Moreover, this is with a view to implement the Resolution Plan successfully as approved by the CoC. 39. The Resolution Applicant, who will step into the shoes of Corporate Debtor subsequent to approval of Resolution Plan by the Bench, shall not be held responsible for any outstanding statutory dues and other claims for the period before commencement of CIRP. 40. 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. The Resolution Professional shall submit the rec ..... X X X X Extracts X X X X X X X X Extracts X X X X
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