TMI Blog2019 (11) TMI 1694X X X X Extracts X X X X X X X X Extracts X X X X ..... or, including the Financial Creditors, the Operational Creditors and the CIRP cost - the resolution plan has necessary provisions for its effective implementation. Resolution plan approved - application allowed. - M.A. No. 3271/2019 In CP No. 2956/ 2018 - - - Dated:- 11-11-2019 - Hon ble Bhaskara Pantula Mohan, Member (J) And Hon ble Shyam Babu Gautam, Member (T) For the Applicant: Mr. Gaurav Joshi, Sr. Advocate; Mr. Rohit Gupta, Advocate; Mr. Swapan Pradhan, Advocate; Mr. Ritesh Mahajan, CS For Resolution Applicant: Kartikeya and Associates For Shetkari Kaamgar Dachav Kruti Samiti: Ashish Pyasi, Advocate, a/w Adv Dinesh Jadh i/b Dhir and Dhir ORDER Per: Shyam Babu Gautam Per: Bhaskara Pantula Mohan 1. This is an Application filed by the Resolution Professional under Section 30(6) of the Insolvency and Bankruptcy Code, 2016, read with Regulation 39(4) of the IBBI (Insolvency Resolution Process of Corporate Person) Regulations 2016, seeking approval of the Resolution Plan, as approved by the Committee of Creditors (CoC) in its 9th meeting held on 04.10.2019 with 71.32% voting in favour of the Resolution Plan submitted by the Resolution Applicant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oC, and the said draft was approved by the CoC after finalizing the terms of Bank Guarantee, Performance Bank Guarantee, EMD and Evaluation Matrix with Mr. Anil Vaidya. The CoC further directed the RP to issue the RFRP to the Resolution Applicant M/s Shri Dutt India Private Limited. 8. The Resolution Applicant also submitted a Performance Bank Guarantee of ₹ 5 Crores with the Resolution Professional on 01.08.2019. After which, the Resolution Plan was submitted on 02.08.2019. The said Resolution Plan was to the Resolution Process Advisor of the Resolution Professional namely M/s Mitcon Insolvency Professionals Services Private Limited for evaluation. 9. The Resolution Plan defines Effective Date as the date after approval of Scheme of Amalgamation as envisaged under this Resolution Plan by NCLT order date of disposal of litigations/appeal before the Hon ble NCLAT (or any other competent Court of Law or Authority) or any other litigation emanating from the sanctioned Scheme of NCLT. 10. On Seventh CoC meeting dated 31.08.2019, the RA presented the Resolution Plan before the CoC, who suggested/requested further improvements/additions in the amounts proposed to be paid ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 208,66,20,288.00 67,61,06,870.10 According to aforesaid the Resolution Plan the terms of payment to Farmers shall be as follows: Sr. No. Particulars Amount (INR) 1. Cash Component 10,59,49,888 2. Allotment of Cumulative Preference Shares of the Resolution Applicant to be paid after a period of 5 years from date of issuance 15,00,00,000 Total 25,59,49,888 14. On inquiry, the counsel appearing on behalf of the Resolution Professional Submitted that, The Applicant shall issue and settle 6% Cumulative Redeemable Preference Shares of Rupees Fifteen Crores on a Trust (in accordance with Indian Trust Act, 1882) for the benefit of the Farmers in the ratio of their outstanding) and the said Preference shares would be redeemable after a period of 5 years from the date of its issuance. 15. Upon hearing by the bench, the Counsel representing the Applicant, it was r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... guarantee of ₹ 5,00,00,000/- (Rupees Five Crores Only) in order to secure the balance amount of ₹ 15,00,00,000/- (Rupees Fifteen Crores Only) due and payable towards the farmers dues. The said additional bank guarantee of ₹ 5,00,00,000/- shall remain valid and subsistent for a period of 12 months. Thus, Resolution Applicant would be submitting two bank guarantees as under : (a) ₹ 10,00,00,000/- (Rupees Ten Crores Only) which will be renewed from time to time to be valid and subsisting for a period of 15 months (b) ₹ 5,00,00,000/- (Rupees Five Crores only) which will be valid and subsisting for a period of 12 months after the date of payment of the sum of ₹ 10,59,49,888/- (Rupees Ten Crores Fifty Nine Lakhs Forty Nine Thousand Eight Hundred Eighty Eight Only). (c) In the event of the Resolution Applicant being able to discharge its liability towards the payment of the farmers dues before the expiry of the period mentioned in 2(a) (i) above then in such an event the Resolution Applicant shall withdraw the bank guarantee/s submitted by it. (Emphasis Supplied) 19. On our persuasion the Resolution Applicant improved it ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... essional prepared on the basis of the information memorandum. (2) The resolution professional shall examine each resolution plan received by him to confirm that each resolution plan- (a) 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 corporate debtor; (b) provides for the repayment of the debts of operational creditors in such manner as may be specified by the Board which shall not be less than the amount to be paid to the operational creditors in the event of a liquidation of the corporate debtor under section 53; (c) provides for the management of the affairs of the Corporate debtor after approval of the resolution plan; (d) the implementation and supervision of the resolution plan; (e) does not contravene any of the provisions of the law for the time being in force; (f) conforms to such other requirements as may be specified by the Board. (3) The resolution professional shall present to the committee of creditors for its approval such resolution plans which confirm the conditions referred to in sub-section (2). (4) The committee of creditors may approve a resolut ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s term; and (c) adequate means for supervising its implementation. (3) A resolution plan shall demonstrate that (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 timeline for the same; and (e) the resolution applicant has the capability to implement the resolution plan. Regulation 39 - Approval of resolution plan: (1) A prospective resolution applicant in the final list may submit resolution plan or plans prepared in accordance with the Code and these regulations to the resolution professional electronically within the time given in the request for resolution plans under regulation 36B along with (a) an affidavit stating that it is eligible under section 29A to submit resolution plans; (c) an undertaking by the prospective resolution applicant that every information and records provided in connection with or in the resolution plan is true and correct and discovery of false information and record at any time will render the applicant ineligible to continue in the corporate insolvency resolution process, ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... istance of the local district administration in implementing the terms of a resolution plan. 25. As discussed supra by virtue of mandatory contents of resolution plan, the same is in accordance with Section 30 and 31 of the Code, and also complies with the requirement of the Regulations 38 and 39 of CIRP Regulations. 26. On perusal of the resolution plan, this Bench being satisfied with the valuation given by the registered valuers, estimation of turnover during the resolution period, repayment schedule to the creditors both secured and unsecured and the approval of resolution plan as approved by the CoC with 100% voting, approves the resolution plan with a condition that the Resolution Applicant shall make the additional payment towards non-moving statutory liability as undertaken. 27. The Resolution Applicant in its resolution plan, has dealt with interests of all stakeholders of the Corporate Debtor, including the Financial Creditors, the Operational Creditors and the CIRP cost. 28. The Resolution Applicant, on taking control of the Corporate Debtor, shall ensure compliance under all applicable law for the time being in force. 29. On perusal of the Resolution Pl ..... X X X X Extracts X X X X X X X X Extracts X X X X
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