TMI Blog2021 (7) TMI 144X X X X Extracts X X X X X X X X Extracts X X X X ..... be within the four corners of section 30(2) of the Code. Such review can in no circumstance trespass upon a business decision of the majority of the CoC. As such the Adjudicating Authority would not have power to modify the Resolution Plan which the CoC in their commercial wisdom have approved as held in para 42 of the said judgment. 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 resolution plan is approved - moratorium shall cease to have effect - application allowed. - M.A. No. 04/2021 in C.P. No. (IB) 187/7/AMR/2019 - - - Dated:- 25-6-2021 - Bhaskara Pantula Mohan, Actg. President For the Appellant : T. G. Rajesh Kumar, Advocate JUDGMENT Bhaskara Pantula Mohan, Actg. President 1. Under consideration before me is the interlocutory application filed by the Resolution Professional/the Applicant herein for M/s. Panyam Cements and Mineral Industries Limited, under section 30(6) of Insolvency and Bankruptcy Code, 2016 read with Regulatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e plan was approved by the CoC with the voting share of 97.63% in favour of it. The Successful Resolution Applicant (RVCS-SPL) further agreed to provide an addendum of the Resolution Plan with respect to personal guarantee. Subsequently, the letter of Intent (LOI) was issued to RVCS-SPL in terms of Request for Resolution Plan (RFRP). 2.4. The Applicant has received Performance Bank Guarantee dated 08.06.2021 for an amount of ₹ 20,00,00,000/- (Rupees Twenty Crores only) issued by YES Bank Ltd. from the Resolution Applicant. Copy of Performance Security is filed and marked as Annexure No. AA. 2.5. It is submitted, the CoC has unanimously with 100% voting power voted in favour of the Resolution Plan submitted by M/s. Kalyan Toll Infrastructure Limited under Section 30(4) of IBC and further submits all the requirements envisaged under the Code and Rules/Regulations made there under have been met. 3. CONTOUR OF THE RESOLUTION PLAN: (A) The Resolution Plan is submitted jointly by R.V. Consulting Services Private Limited (RVCS) and Sagar Power Limited (SPL) (herein after referred to as Resolution Applicant/RVCS-SPL). RVCS is a Company set up to provide consultancy for c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ees Twenty Nine Crore Sixty Eight Lakhs Fifty Four Thousand Five Hundred and Sixty Five) (hereinafter collectively referred to as the Outstanding Statutory and Government dues). (4) As per the terms of the Successful Resolution Plan, a total amount of INR 100,50,00,000 (Rupees One Hundred Crores and Fifty Lakhs Only) is proposed to be paid by the Resolution Applicant. An upfront payment of the total amount of INR 90,25,00,000 (Rupees Ninety Crores Twenty-Five Lakhs Only) ( Upfront Payment Against FC Debt ) is proposed to be paid to the financial creditors (excluding financial creditors who are related party who are proposed to be paid NIL amount) of the Corporate Debtor, within 30 days of the date on which the Successful Resolution Plan is approved by this Tribunal ( Plan Approval Date ). The Upfront Payment Against FC Debt shall be split between the secured creditors and unsecured creditors in the proportion as set out by the Resolution Applicant with a payment of INR 88,75,00,000 (Indian Rupees Eighty-Eight Crores Seventy Five Lakhs) to the secured creditors and INR 1,50,00,000 (Indian Rupees One Crore and Fifty Lakhs) to the unsecured creditors. (5) As per the Successf ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ,264 (Rupees One Hundred Five Crores Nine Lakhs Seventy Eight Thousand Two Hundred and Sixty Four) as on the Insolvency Commencement Date receivable by the Corporate Debtor from its various group companies as detailed in the Successful Resolution Plan ( ICDs ) and 1,25,00,000 fully paid up equity shares (Face Value of ₹ 10 per share) of S.P.Y. Agro Industries Limited owned by the Corporate Debtor ( SPY Agro Shares ) shall on the date of payment automatically stand assigned to a trust/trustee/any other entity as appointed by the financial creditors acting in trust and for the benefit of the financial creditors ( Identified Assignee ) along with all rights, title, benefits and interest therein in favour of the Identified Assignee. The financial creditors shall appoint the said Identified Assignee before the date of payment and inform the Resolution Applicant to enable the Resolution Applicant to transfer the SPY Agro Shares in the demat account of such Identified Assignee and handover all documents including original documents pertaining to the SPY Agro Shares and the ICDs on the date of payment of the amount under the Successful Resolution Plan. The Identified Assignee shall b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... trol and supervision of the Board of Directors appointed by the Resolution Applicant. 4. Compliance of mandatory contents of Resolution Plan under the Code and CIRP Regulations:- The Applicant has conducted a thorough compliance check of the Resolution Plan in terms of the Code as well as Regulations 38 39 of the Insolvency and Bankruptcy Board of India (Corporate Insolvency Resolution Process) Regulations, 2016 (herein after referred to as Regulation) and has submitted his Form H under Regulation 39(4). It is submitted that the Plan is in compliance with the provisions of the Code and the Regulations. It is further submitted that the Resolution Applicant is not ineligible under Section 29A of the Code. 5. Further the Learned Counsel for the Applicant stated that the Resolution Plan takes care of the interest of the stakeholders concerned which includes Financial Creditors, Operational Creditors and payment of CIRP costs is being taken care in priority to payment to the other creditors. 6. The Resolution Applicant has furnished the Performance Bank Guarantee of ₹ 20,00,00,000/- dated 08.06.2021 obtained from YES BANK LTD. in accordance with the requirements of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... een accepted as this would amount to a hydra head popping up which would throw into uncertainty amounts payable by the successful resolution applicant. 11. In view of the above ruling of Hon'ble Apex Court, the Resolution Applicant takes over the Corporate Debtor with all its assets and liabilities as specified in the Resolution Plan subject to orders passed herein. The Resolution Plan has been approved by the CoC through e-voting held from 22.05.2021 to 05.06.2021 with 97.634% votes in favour of the said Resolution Plan. 12. In K. Sashidhar v. Indian Overseas Bank Others (in Civil Appeal No. 10673/2018) the Hon'ble Apex Court held that if the CoC had approved the Resolution Plan by requisite percent of voting share, then as per Section 30(6) of the Code, it is imperative for the Resolution Professional to submit the same to the Adjudicating Authority. On receipt of such proposal, the Adjudicating Authority (NCLT) is required to satisfy itself that the resolution plan as approved by CoC meets the requirements specified in Section 30(2). No more and no less. 13. Further, the Hon'ble Court has further held at para 35 of the said judgment that the discretion of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of the Company, the necessity of its revival and also taking into consideration the majority with which the CoC had voted for the approval of the Resolution Plan, I have taken a conscious decision to give fresh lease of life to the Company in the interest of the Secured Creditors and also much more to the benefit of the poor workers and employees. If at all a situation comes to liquidate the Company, I am sure the assets of the Company will not fetch even one third of the projected liquidation value. That is the reason why I am proceeding to allow this Application. The Resolution plan dated 19.05.2021 submitted jointly by M/s. RV Consulting Services Private Limited and Sagar Power Limited ( Resolution Applicant ) annexed to the Application is hereby approved. It shall be binding on the Corporate Debtor, its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force is due, guarantors and other stakeholders involved in the Resolution Plan. 18. It is clarified under the Insolvency and Bankruptcy Code, 2016, all crystallized liabiliti ..... X X X X Extracts X X X X X X X X Extracts X X X X
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