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TMI Blog2020 (5) TMI 722X X X X Extracts X X X X X X X X Extracts X X X X ..... ORDER Per: V. Nallasenapathy, Member (Technical) 1. MA 47/2020 has been filed by DSM Infocom Pvt Ltd (DSM), seeking permission to submit Expression of Interest (EoI) and Resolution Plan. 2. None present on behalf of the applicant. By way of this application, DSM seeks permission to submit EoI and Resolution Plan for the Corporate Debtor. It is claimed that DSM became aware of EoI invitation on 15 December 2019 and is desirous of submitting a resolution plan which may ensure higher maximisation of value and prove more beneficial to the interest of the Corporate Debtor and its stakeholders. 3. The Counsel for the Resolution Professional (RP) submits that the application for approval of CoC-approved Resolution Plan was filed on 18th November 2019 i.e. long before filing of DSM's application; 4. The Counsel for the RP further submits that on 25th April 2019, Form G inviting Prospective Resolution Applicants (PRA) to submit EoI was published in various newspapers (namely, Economic Times (pan-India), Deccan Chronicle (Hyderabad), Times of India (Bengaluru), Loksatta (Maharashtra)). The Form G was also uploaded on the Corporate Debtor's website and on the IBBI website. The last date ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Plan has been approved by 75.22% of voting shares of CoC. Along with the Resolution Plan, the Resolution Applicant has also submitted a performance bank guarantee of INR 50 Crores, which demonstrates its credentials and bona fides, contrary to that of DSM which had merely circulated a draft resolution plan at a highly belated stage i.e. when this Adjudicating Authority was already seized of the plan approval application 10. This Bench has considered the resolution plan filed by the successful Resolution Applicant under Section 30 of the Code and approved the same. In view of this, this application is dismissed. ORDER Per: V. Nallasenapathy, Member (Technical) 1. MA 2615/2019 has been filed by Ricoh India Ltd under Section 60(5) of the Code, seeking declaration that INR 11,19,82,530/- out of INR 11,48,53,877/- due to be released by E-Governance Uttar Pradesh (i.e. the customer) into the Axis Bank Account No. 914020004635893 belongs solely and exclusively to the applicant and also seeking directions to the Corporate Debtor to honour the terms and conditions of the Escrow Agreement dated 24 January 2014 by signing and executing and issuing instructions to Axis Bank to appo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ount No.914020004635893. 6. Accordingly, this application is allowed. ORDER Per: V. Nallasenapathy, Member (Technical) 1. MA 3444/2019 has been filed by Systel Technologies Services Private Limited, under Section 60(5) of the Code, seeking direction against the Corporate Debtor to honor the terms and conditions of the Escrow Agreements dated 5 February 2014 and 14 June 2018 by signing and executing and issuing instructions to Kotak Mahindra Bank to apportion a sum of INR 40,51,866/- to the Applicant out of INR 48,18,124/- released by the customer, i.e. the Department of Information Technology and Communication, Government of Andhra Pradesh/Telangana (i.e. the customer) into the Kotak Mahindra Bank Account No. 8612504299 and also for a declaration that the said amount belongs solely and exclusively to the applicant. 2. The application reveals that APTS-ITE&C Department awarded a tender and entered into a Consortium Agreement with the Corporate Debtor and the applicant on 9.10.2013 for implementation, completion and operation and maintenance and revenue sharing of roll out of E-District, MMP in undivided Andhra Pradesh. After the bifurcation of the State, the said Depart ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nt. The Counsel for the RP submitted that when claim form (Form B) dated 23 July 2019 was received from the department, the same was examined against books and records of the Corporate Debtor. It came to light that the Corporate Debtor has contested the claim on various grounds before the jurisdictional and appellate authorities and the matters are yet to reach finality. Given the pending disputes in respect of the subject matter of the claim submitted by the department, the same could not be admitted by the RP and was categorized as 'amount disputed' in the list of creditors of the Corporate Debtor prepared under Regulation 13 of the CIRP Regulations. The list of creditors was prominently displayed on the website of Corporate Debtor. 3. The Counsel for the RP further submitted that there is no obligation under the Code or the CIRP Regulations to specifically inform each creditor about the status of the claims submitted by them. Further, at no point did the department write to the RP seeking inspection of list of creditors. 4. The RP without prejudice, further submitted that in light of the judgment of the Hon'ble Supreme Court in Committee of Creditors of Essar SteeL India Limit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... .5.2019. The CoC voted and approved the conditions pertaining to bid bond guarantee and performance security as well as the last date for submission of the resolution plan and evaluation matrix. A copy of the minutes of the said CoC meeting is annexed with the application as Exhibit R. 6. On 29.5.2019, the RP received another EOI from a PRA. With a view to maximizing the value for stakeholder, an approval was sought from the CoC, for inclusion of this PRA in the final list of PRAs, which was approved by the CoC with 76.67% voting. The last date for submission of the resolution plan was extended to 8.7.2019. 7. The RP received only one resolution plan for the Corporate Debtor from Ebix Software India Pvt Ltd on 8.7.2019. On 5th August, 2019, an updated resolution plan with various changes was received from the said Resolution Applicant, which was circulated to the CoC Members. 8. The CIRP period for the Corporate Debtor was extended by 90 days vide order of this Tribunal dated 19.8.2019. 9. Since there was significant difference between the valuationmade by the said two Registered Valuers, the RP on 16.8.2019, appointed another registered valuer, namely Mr. Anil Bhaskar Pai Kako ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e same. Further, we request you to ignore our vote casted through online voting portal." 13. The request of the Axis Bank was put for e-voting in the 12thCoC meeting held on 15.11.2019, which was not approved with the requisite minimum voting share of CoC. An application (MA No.3950 of 2019) filed by Axis Bank in this regard has been dismissed by this Bench by a separate order. 14. Further, the RP issued a Letter of Intent (LOI) to the Resolution Applicant. The Resolution Applicant was also requested to submit the Performance Bank Guarantee (PBG) of Rs.50 crores by 16.11.2019. 15. It is submitted by the Counsel for the RP that the Resolution Applicant has submitted the accepted LOI and the required PBG of Rs.50 crores. 16. The Resolution Professional has submitted his Form H under Regulation 39 (4) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. The Resolution Professional has certified that the resolution plan complies with all the provisions of the I&B Code, the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) and does not ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d CIRP costs, same can be paid in priority from the upfront amount allocated towards Financial Creditors 2 Operational Creditors Employees 122,664,742 6,000,000 4.89% Directors (Suspended) 11,054,136 - Statutory Authorities 119,917,792 5,850,000 4.88% Other Operational Creditors 246,264,634 12,000,000 4.87% 3 Financial Creditors 17,085,220,835 726,150,000 4.25% Resolution Applicant has proposed additional payouts as mentioned in Para 7.3.5.7. In addition, Financial Creditors may also realise an additional amount from Quess Corp Ltd for transfer of shareholding of the Corporate Debtor in JV to Quess Corp Ltd 4. Other Creditors JV + Outsourced Partners 1,596,781,481 - TOTAL 19,181,903,620 750,000,000 23. The Resolution Plan proposes for appointment of Monitoring Committee, constituting of 2 representatives of Financial Creditors and 2 representatives of Resolution Applicant in consultation with CoC. 24. The Resolution Plan provides that financial creditors who do not vot ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 resolution plan by a vote of not less than sixty six percent of voting share of the financial creditors. (5) The resolution applicant may attend the meeting of the committee of creditors in which the resolution plan of the applicant is considered: Provided that the resolution applicant shall not have a right to vote at the meeting of the committee of creditors unless such resolution applicant is also a financial creditor. (6) The resolution professional shall submit the resolution plan as approved by the committee of creditors to the Adjudicating Authority" B) Section 31 of the Code provides as below: "(1) If the Adjudicating Authority is satisfied that the resolution plan as approved by the committee of creditors under sub-section (4) of section 30 meets the requirements as referred to in sub-section (2) of section 30, it shall by order approve the resolution plan which shall be binding on the corpora ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... lvency resolution process, forfeit any refundable deposit, and attract penal action under the Code. (1A) A resolution plan which does not comply with the provisions of sub-regulation (1) shall be rejected. (2) [The resolution professional shall submit to the committee all resolution plans which comply with the requirements of the Code and regulations made thereunder along with the details of following transactions, if any, observed, found or determined by him:- (a) preferential transactions under section 43; (b) undervalued transactions under section 45; (c) extortionate credit transactions under section 50; and (d) fraudulent transactions under section 66, (3) The committee shall evaluate the resolution plans received under sub-regulation (1) strictly as per the evaluation matrix to identify the best resolution plan and may approve it with such modifications as it deems fit: Provided that the committee shall record the reasons for approving or rejecting a resolution plan.] (4) The resolution professional shall endeavour to submit the resolution plan approved by the committee to the Adjudicating Authority at least fifteen days before the maximum period for completio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tain the necessary approval required under any law for the time being in force within one year from the date of this order or within such period as provided for in such law, whichever is later. 34. Given the above observations, we approve the resolution plan with modifications, as mentioned above, which shall be binding on the Corporate Debtor and its employees, members, creditors, guarantors, Resolution Applicant and other stakeholders involved in the resolution plan. 35. The resolution professional shall forward all records relating to the conduct of the corporate insolvency resolution process and the resolution plan to the IBBI to be recorded on its database. 36. The Resolution Plan is approved as per indicated above, under section 31(1) of I&B Code. The MA 3711/2019 is accordingly allowed and disposed of. ORDER Per: V. Nallasenapathy, Member (Technical) 1. MA 3950/2019 has been filed by Axis Bank for a direction to the resolution Professional to consider change in vote of the applicant from dissent to assent on the resolution plan. 2. The applicant submits that in the 6th CoC meeting, the resolution plan submitted by the Resolution Applicant was discussed and one ..... X X X X Extracts X X X X X X X X Extracts X X X X
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