TaxTMI 
TaxTMI 
2019 (11) TMI 686
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....onal (hereinafter as "RP"), seeking an order of this Tribunal for 'Liquidation' of the Corporate Debtor and appointment of Mr. Sudip Bhattacharya to act as 'Liquidator' of the Corporate Debtor for the completion of liquidation proceedings. 3. It is stated that the RP was appointed Interim Resolution Professional (hereinafter referred to as "IRP") of the Corporate Debtor by way of the admission order under section 7 of the I&B Code passed on 17.05.2018 by this Tribunal. The IRP made a public announcement in Business Standard, Indian Express and Loksatta newspapers in terms of Regulation 6(1) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution process for Corporate Persons) Regulations, 2016 ("CIRP Regulations"). 4. A Committee of Creditors (hereinafter referred to as "CoC") was constituted on 06.06.2018 as per section 18(1)(c) of the I&B Code, which comprised of the Financial Creditors of the Corporate Debtor including SBI. The first meeting of CoC was held on 14.06.2018 wherein the IRP was confirmed as the RP of the Corporate Debtor. 5. The RP appointed M/s Adroit and M/s Crest Capital advisers as "Valuers" in accordance with Regulation 2....
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....liquidation of the Corporate Debtor has been challenged by (i) Taguda a Resolution Applican, (ii) Lodha Development Management Pvt. Ltd. ("Lodha"), (iii) Ex directors of the Corporate Debtor as well as the (iv) Employees association of the Corporate Debtor vide respective Miscellaneous Applications independently moved by them. These objections are going to be dealt with hereunder. (B) Miscellaneous Application No. 716 of 2019: 11. This application is filed by Lodha Development Management Pvt. Ltd. ("Lodha"), a 'Financial Creditor' and one of the members of the CoC of the Corporate Debtor, having 1.03% of the voting share in the CoC. The admitted claim of Lodha after verification by the RP is Rs. 32.52 Cr. 11.1 The major grievance of Lodha is that the commercial decision arrived at by the CoC for 'liquidation' of the Corporate Debtor is not a sound decision being unsupported by any credible information. It is submitted that as opposed to Liquidation value, Taguda's resolution plan is a better offer for revival of the Corporate Debtor and beneficial to all the stakeholders. 11.2 The resolution plan of Taguda provides for an upfront payment of INR 200 C....
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....s, strangely, how the CoC has exercised its commercial wisdom by choosing liquidation of the Corporate Debtor wherein the liquidation value is merely Rs. 67 Crores (approx.) ? questioned by this applicant. On top of it, the time taken may turn out to be more than two years. 11.7 It is further submitted that Adroit Technical Services Pvt. Ltd. has assigned "Nil" value to majority of the sundry debts due to the Corporate Debtor. The reasons assigned for the same are that most of the debtors of the Corporate Debtor are under liquidation proceedings or NPAs themselves and that most of the receivables are outstanding for more than three years. Therefore, even if the Corporate Debtor is liquidated, the financial creditors may recover only the liquidation value of the assets, whereas the possibility of recovering the receivables is almost non-existent. 11.8 Furthermore, it is stated that liquidation of the Company would gravely prejudice the livelihood of the employees of the Corporate Debtor and suffocates the object of the Code i.e. maximization of value of the assets of the Corporate Debtor. 11.9 The Applicant has relied on the judgement of the Hon'ble Supreme Court in the....
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....to promote any interest adverse to that of the latter comprising of the same class whom they purported to represent. 8. That the scheme as a whole is also found to be just, fair and reasonable from the point of view of prudent men of business taking a commercial decision beneficial to the class represented by them for whom the scheme is meant. 9. Once the aforesaid broad parameters about the requirements of a scheme for getting sanction of the Court are found to have been met, the Court will have no further jurisdiction to sit in appeal over the commercial wisdom of the majority of the class of persons who with their open eyes have given their approval to the scheme even if in the view of the Court there would be a better scheme for the company and its members or creditors for whom the scheme is framed. The Court cannot refuse to sanction such a scheme on that ground as it would otherwise amount to the Court exercising appellate jurisdiction over the scheme rather than its supervisory jurisdiction." 12. The Ld. Counsel for Lodha has also pointed out in its application that Mr. Sudip Bhattacharya, whose appointment the CoC seeks as a liquidator of the Corporate ....
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.... opinion of the minority financial creditors.......... 44. .........The resolution professional is not required to express his opinion on matters within the domain of the financial creditor(s), to approve or reject the resolution plan, under Section 30(4) of the I&B Code. At best, the Adjudicating Authority (NCLT) may cause an enquiry into the "approved" resolution plan on limited grounds referred to in Section 30(2) read with Section 31(1) of the I&B Code. It cannot make any other inquiry nor is competent to issue any direction in relation to the exercise of commercial wisdom of the financial creditors - be it for approving, rejecting or abstaining, as the case may be. Even the inquiry before the Appellate Authority (NCLAT) is limited to the grounds under Section 61(3) of the I&B Code. It does not postulate jurisdiction to undertake scrutiny of the justness of the opinion expressed by financial creditors at the time of voting..........." 14. The RP submits that most of the CoC members have voted against the Resolution Plan, merely banking upon one statement of SBI, that was regarding recoveries of the Corporate Debtor. That reliance would be unjust because all the CoC ....
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.... add value to the plan. 15. Canara Bank, a dissenting financial creditor, has also filed an affidavit in reply to Lodha's Application stating that Lodha has no locus to challenge the decision taken by majority of the CoC members to reject the resolution plan. (C) Miscellaneous Application No. 857 of 2019 16. The Employees Association of the 'Corporate Debtor' has filed an application challenging the decision of COC of rejecting Taguda's resolution plan. It is stated that as per the two valuers appointed, the liquidation value of the Corporate Debtor is much less as compared to the proposal of the Resolution Applicant. Hence, keeping in view the interests of all the stakeholders including employees and object of the Code i.e. "promoting resolution over liquidation of corporate debtor" as mentioned in the Preamble of the Insolvency and Bankruptcy Code (Amendment) Ordinance, 2018, the decision taken by CoC in its 16th meeting dated 06.02.2019 should be set aside. (D) Miscellaneous Application No. 517 of 2019 17. This Application is filed by Canara Bank on 06.02.2019, a 'financial creditor' dissenting to the resolution plan proposed by Taguda. The....
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....e Applicant and the payment in lieu of the recovery to the financial creditors. vi. A 'Monitoring Committee', consisting of one member from amongst 5 professional consultants suggested by the CoC and one member nominated by the Resolution Applicant, would be appointed to oversee the recovery efforts made by the Resolution Applicant. vii. A 'Performance guarantee' of Rs. 10,00,00,000/- shall be submitted by the Resolution Applicant by 06.02.2019 in an instance the Letter of Intent is issued. viii. Rs. 35 Crores is being paid for capital expenditure and working capital requirements of the Corporate Debtor. 22. It is submitted that despite all modifications done as per the suitability of the CoC, the CoC rejected the plan on 06.02.2019 and opted for Liquidation of the Corporate Debtor. The CoC without considering that the liquidation value of the Corporate Debtor, as arrived at by two valuers, is less than even from the upfront payment of the plan, took an unreasonable and un acceptable view, which was abinitio bad in law . 23. The Resolution Applicant further submits that SBI has coloured the mind of all the CoC members by mentioning t....
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....ance with the Code and these regulations, the resolution professional shall provide the fair value and the liquidation value to every member of the committee in electronic form, on receiving an undertaking from the member to the effect that such member shall maintain confidentiality of the fair value and the liquidation value and shall not use such values to cause an undue gain or undue loss to itself or any other person and comply with the requirements under sub-section (2) of section 29: (3) The resolution professional and registered valuers shall maintain confidentiality of the fair value and the liquidation value.". Therefore, as per law, the Liquidation Value of the Corporate Debtor has to be a confidential figure and can be shared only with the CoC members subject to the confidentiality undertaking. Hence, it is not clear that how Taguda is aware of the liquidation value, as it has given the comparing figures of its Resolution Plan and the Liquidation Value of the Corporate Debtor. 27.2 SBI further submits that approval holds only 28.68% of the voting share in CoC, while plan is rejected by 77.61% of CoC members. It states that it has not coloured the minds of ....
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....ceivables amounting to Rs. 120 Crores approx., which relate to entities that are in the corporate insolvency resolution process or are actually insolvent, there is no basis for SBI to justify why the remainder of receivables ought to be written off. 28. Rejoinder by Taguda :- The Resolution Applicant/Taguda in its rejoinder to SBI's reply submits that the amount offered (Rs. 200 Crores payable in 90 days) by itself is 250% more than 'liquidation value' of the Corporate Debtor which is merely Rs. 76 Crores (67.11 Cr.) . As far as knowledge of liquidation value is concerned, the Ld. counsel for Taguda submits that it was made aware about the Liquidation value from RP himself and thereafter upon receipt of MA No. 716 of 2019 filed by Lodha. 28.1 It is further submitted that SBI had no substantial information regarding the amount of receivables which it quoted to be Rs. 400-500 Crores valued by "some recovery agency" before the CoC members. It is submitted that when the liquidation value as per the valuers is merely Rs. 67 or Rs. 76 crores, there is no possibility that the debt of the Corporate Debtor would be covered by the liquidation value. 28.2 The Ld. counsel ....
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....egarding some recovery numbers, without providing any supporting documents to show the source of assessment. Hence, the Applicant states that the liquidation has been approved without following the due procedure of law. 31. The promoters further allege that they were not given copy of any of the resolution plan which was discussed in CoC meetings. As per the decision of Hon'ble Supreme Court in Vijay Kumar Jain v. Standard Chartered Bank & Ors. [Civil Appeal No. 8430 of 2018], though the erstwhile Board of Directors are not members of CoC, yet they have a right to participate in each and every meeting held by the CoC and also have a right to discuss along with members of CoC all resolution plans that are presented at such meetings. In this case, the promoter alleges that not only the papers were not given to them by CoC, also they were asked to wait outside the CoC meeting and were not allowed to take part or discuss the plan in the meeting. Therefore, the due procedure is not followed to conduct CIRP proceedings of the Corporate Debtor. Hence, it is argued that the decision of CoC for liquidation of Corporate Debtor be rejected for the same is not taken after complying with....
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....he corporate debtor are worth Rs. 400-500 crores, however, the time period of recovery of alleged trade receivables is not certain. Otherwise also the recovery of Trade receivable is always uncertain, what to say about the time period. It is vehemently pleaded that surprisingly the source of this information of 'trade receivables', whether at all recoverable or not and within what period of time, is still a grey area. No evidence of confirmed recovery of the impugned outstanding trade receivable is on record. The valuation reports pose a different figure. It is worth to note that most of the debtors of the Corporate Debtor are under insolvency/liquidation or NPAs. Further, the debts are more than 4-5 years old and under dispute as per the valuation report given by Adroit, hence, chances of recovery from these debtors is almost negligible. 34. It is seen that four CoC members, namely, Bank of Baroda holding 3.59%, IDBI holding 13.51%, SBI holding 29.09% and UCO Bank holding 2.45% have rejected the resolution plan due to the only reason of alleged presence of receivables. Their respective reasons have already been reproduced above. If a correct figure of receivables is pre....
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....hat to say a 'commercial wisdom'. The Hon'ble S.C. has used this phraseology with due care that the element of wisdom ought to be displayed for taking a commercial decision. Absence of common wisdom thus make such decision a bad decision , not sustainable in the eyes of law. 36. Further, a purposive construction of the findings in Mafatlal judgement (supra) lead me to a conclusion that if the process which is prescribed by law is not followed for approving a scheme, or for approving a resolution plan as in this case, then the Adjudicating Authority has the authority to pierce the veil and expected to judiciously x-ray the scheme/plan. In the present case, the procedure established by law is that the 'commercial wisdom' is to be exercised by the CoC, and if the same is not done, then the Adjudicating Authority within its jurisdiction can neglect such an illogical, unreasoned , unfounded, unsound decision of CoC. In this case, regardless of the fact that the impugned trade receivables cannot be recovered and most of them are stated to be bad debts, even the CoC claims to be able to recover some amount against the outstanding of Rs. 400 crores pursuant to a liqu....
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.... Corporate Debtor. Such decision is totally devoid of a common sense and normal intelligence thus no sane person shall approve such obnoxious decision. 39. In the light of the above discussion and the judgement of the Hon'ble S.C. ( K. Sashidharsupra), I am of the conscientious view that having a supervisory jurisdiction over the CIRP proceedings it is desirable to examine whether due procedure of law has been followed or not. Under supervisory jurisdiction the job of the Adjudicating Authority is not merely a stamping authority to approve each and every decision of the CoC, but to test decision on three parameters i.e. (i) it's feasibility, (ii) it's viability , and (iii) it's effective implementation. Only after careful examination of these factors an A.A. is expected to record it's satisfaction that too in writing as prescribed U/s 31(1) of the Code. The term 'satisfaction' has been interpreted in a Judgement pronounced in the case of Raj Oil Mills (MA 35/2018 in CP (IB) 1132 (MB)/ 2017 order dated 19/04/2018) by this Bench and the Code prescribes ... Approval of resolution plan "31.(1) If the Adjudicating Authority is satisfied t....
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.... the Code is relevant , which prescribes that the Resolution Professional shall examine each Resolution Plan to confirm that :- " Section 30(1)... (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 [payment] of other debts of the corporate debtor; (b) provides for the [payment] 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) ...." 39.4 One of the basic requirement of law is that the offer in a resolution Plan has to be above the Liquidation value. In this case this requiremen....
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....uffered losses which resulted into filing of Insolvency Petition by ICICI Bank. The said petition was admitted by NCLT Mumbai vide order dated 17.01.2017. IRP was appointed and Moratorium was declared. Financial Creditors holding 66.57% voting shares have voted in favour of approving the proposed resolution plan. Since the voting share was less than 75% the proposed resolution plan was not approved for want of requisite percentage. As a consequence the RP filed application for initiation of Liquidation Process. The NCLT Mumbai directed initiation of Liquidation process against the corporate debtor. An appeal was filed before NCLAT, wherein it was held that 75% voting share was mandatory thus requirement of the approval of the resolution plan was mandatory hence dismissed the appeal. In short in both the cases the respected NCLAT had taken a view that in the absence of garnering 75% voting share the resolution plans ought not to be approved. The moot question which was addressed by the Hon'ble Supreme Court as framed was as under; "Having heard learned counsel for the parties, the moot question is about the sequel of the approval of the resolution plan by the CoC of the respe....
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....uced below:- " Assuming that the provision was applicable to the cases on hand, non-recording of reason for approving or rejecting the resolution plan by the concerned financial creditor during the voting in the meeting of CoC, would not render the final collective decision of CoC nullity per se. Concededly, if the objection to the resolution plan is on account of infraction of ground(s) specified in Section 30(2) and 61(3) , that must be specifically and expressly raised at the relevant time. For the approval of the resolution plan by the CoC can be challenged on those grounds. However, if the opposition to the proposed resolution plan is purely a commercial or business decision the same, being non-justiciable, is not open to challenge before the Adjudicating Authority (NCLT) or for that matter the Appellate Authority (NCLAT). If so, non-recording of any reason for taking such commercial decision will be of no avail. In the present case, admittedly, the dissenting financial creditors have rejected the resolution plan in exercise of business/commercial decision and not because of non-compliance of the ground specified in Section 30(2) or Section 61(3), as such. Resultantly....
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....on Plan. If power of rejection is granted to CoC, that power must not be abused but to be exercised after due diligence with fairness. 40.5 Finally, the actual issue which was decided by the S.C was as per concluding paragraph, reproduced below : "As a result, we hold that the NCLAT has justly concluded in the impugned decision that the resolution plan of the concerned corporate debtor(s) has not been approved by requisite percent of voting share of the financial creditors; and in absence of any alternative resolution plan presented within the statutory period of 270 days, the inevitable sequel is to initiate liquidation process under Section 33 of the Code. That view is unexceptional. Resultantly, the appeals must fail." ( refer para 77 of the judgement ) 41. In this case under these parameters, as narrated herein above , on one hand there was a proposal of Liquidation and on the other hand there was the existence of a resolution plan of Taguda and thus both points to be are examined. In this case, it seems that the decision of CoC is based on some wrong unsubstantiated facts that is why the judicious applicability of mind by the CoC has gone in the wrong d....
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.... provision of Corporate Insolvency Resolution Process cost of Rs. 1Cr. Likewise a provision of Rs. 2 Cr is proposed for payment to the operational creditors. within 12 months the RA undertook to infuse Rs. 35 Cr to meet capital expenditure and requirement of working capital of the company. The said amount is proposed to be generated by way of debt or equity funding. In short the resolution plan proposes a committed payment Rs. 235Cr, out of which Rs. 200Cr towards financial creditors, Corporate Insolvency Resolution Process cost, operational creditors and the balance Rs. 35 Cr towards working capital and capital expenditure. 42.1 The resolution applicant has also proposed that out of the existing trade receivables are in excess of 75 Cr. then within a period of three years financial creditor shall be paid 75 % of the actual amount recovered in excess of Rs. 75 Cr after paying expenditure incurred. The monitoring committee look after the procedure and transaction. It is clarified that no amount shall be paid beyond three years or recoveries are less than Rs. 75 Cr. 42.2 All other proposal have been perused and prima facie appears to be advantageous for the debtor company, as w....
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.... the IBC to the Resolution Applicant or is relevant for any part/provision of this Resolution Plan, the Resolution Applicant reserves the right to revise this Resolution Plan basis such information. The Resolution Applicant has, to the extent possible, taken into account the interest of all the stakeholders and therefore believes that the Resolution Plan will create a sustainable capital structure that will enable the Company to continue as a "going concern". Accordingly, we are very keen to work with the stakeholders of the Company and are confident of delivering on this Resolution Plan in an expeditious and time-bound manner after receiving necessary approvals. Key Strengths of Resolution Applicant The Resolution Applicant is a Singapore based private company engaged in general wholesale (including import and export) trade of ferrous and non-ferrous metals and precious stones through its wholly owned subsidiaries. The Resolution Applicant also deals in mining activities and consultancy services in real estate. The Resolution Applicant has established its business model by building a long-term relationship to clients and suppliers, a highly trusted commitment to qualit....
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....e Resolution Applicant is in safe hands and potential future plans for the group under his vision are to venture into various metals trading activities besides foraying into metal processing, industrial park and metal recycling etc. The activities of the subsidiaries of the Resolution Applicant is as follows: (a) Abbey International Pte. Limited, Singapore: Primarily engaged in the activity of metal trading in the region of south east Asia. It has net worth of USD 18.96mn and revenue of USD 87.11mn; (b) Akasa International Limited, Hong Kong: Focuses on metal and precious stones trading in China, Korea, Japan, Vietnam and other Asian markets. It has net worth of USD 20.06 million and revenue of USD 96.68 million; (c) AP International FZE, UAE: Operates in the Middle East & African market with primary business activity of metal and precious stone trading. It has net worth of USD 19.55 million and revenue of USD 101.28 million; and (d) Gympie Eldorado Mining Pty. Limited, Australia: Located in the mining hub of Australia, owns a sprawling land of over 125 hectare with a plan to develop an industrial park in collaboration with the local partners, along with initiation o....
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.... 1. The Resolution Applicant shall through the Company pay an amount of INR 47 crore to the Financial Creditors. In case the amounts set aside for the CIRP Costs and payments to Operational Creditors in this Resolution Plan is less than the amounts required to pay for the CIRP Cost and Operational Creditors as per IBC, then such additional amounts required shall be deducted from the above-mentioned amount proposed to be paid to the Financial Creditors On the Transfer Date 2. The Resolution Applicant through Taguda India Private Limited (Identified Affiliate) shall pay an amount aggregating to INR 50 crore to the Financial Creditors towards assignment of Financial Debt of the Company of equal value out of the Admitted Debt to the Identified Affiliate. The Identified Affiliate is managed and controlled jointly by Radhika Zaveri and Sagar Zaveri. The Identified Affiliate is compliant with Section 29A of IBC and the manner of payment (at the discretion of the Resolution Applicant) shall be in compliance with the requirements of IBC and informed to the CoC. On 30th day from Transfer Date* 3. The Resolution Applicant shall cause the Company to pay an amou....
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....Company, which amount shall be invested by way of debt or equity funding either directly or through any of its Indian Affiliate which shall be an entity compliant with Section 29A of IBC. Within 12 months from the Transfer Date * If this date is not a Business Day, then the immediately next Business Day. To summarize, this Resolution Plan proposes a committed payment of INR 235 crores, of which INR 200 crores will be paid towards the settlement of the Financial Creditors, CIRP Costs, and the Operational Creditors and INR 35 crores is for meeting the capital expenditure and working capital requirements of the Company, in each case subject to the terms set out in this Resolution Plan. The CIRP Costs and the payments to the Operational Creditors shall be made out of upfront equity investment of INR 50 crore. Further, the Resolution Applicant proposes that if the cash recoveries from the Existing Receivables (net of debtors) made by the Resolution Applicant and/or the Company, within the period of 3 years from the Transfer Date, are in excess of INR 75 crores in aggregate, the Financial Creditors shall be paid 75% of the actual amounts recovered that are i....
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....e paid in the following manner: (a) INR 47 crore, to be paid out of the Investment Amount, on the Transfer Date; (b) INR 50 crore towards Assigned Debt, on or before 30th day from the Transfer Date; (c) INR 50 crore to be paid on or before 60th day from the Transfer Date; and (d) INR 50 crore to be paid on or before 90th day from the Transfer Date. In addition to INR 197 crore, if the cash recoveries made by the Resolution Applicant and/or the Company from the Existing Receivables (net of debtors) during the period of 3 years from the Transfer Date are in excess of INR 75 crores (after payment of all costs and expenses incurred in making cash recoveries and costs and expenses incurred for the Monitoring Committee), the Financial Creditors shall be paid 75% of the actual amounts recovered that are in excess of INR 75 crore (after payment of above mentioned cost and expenses) at the end of each year for 3 years from the Transfer Date. 2 Operational Creditors (including workmen and employees) 913.79 INR 2 crore or Liquidation Value owed to Operational Creditors, which....
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....ed under this Resolution Plan. The Resolution Applicant has proposed to invest an amount of INR 1 crore to pay for the CIRP Costs and invest INR 2 crore to pay for the dues of the Operational Creditors of the Company. Accordingly, the Resolution Applicant proposes to invest an aggregate amount of INR 50 crore in the Equity Shares of the Company (Investment Amount). Further, an amount aggregating to INR 50 crore out of the Upfront FC Payment that is payable to the Financial Creditors, shall be paid by the Resolution Applicant through Identified Affiliate against assignment of Financial Debt of the Company of equal value out of the Admitted Debt to the Identified Affiliate on or before 30th day from the Transfer Date. The Identified Affiliate is compliant with Section 29A of IBC and the manner of payment (while at the discretion of the Resolution Applicant) shall be in compliance with the requirements of IBC and informed to the CoC. The balance INR 100 crore out of the Upfront FC Payment shall be paid by the Company to the Financial Creditors in two equal instalments of INR 50 crore each on or before 60th day and 90th day from the Transfer Date. Notwithstanding anything stated her....
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.... the payments to be made to any other creditors. CIRP Costs shall, amongst other things, include the costs, fees and charges incurred by the Resolution Professional, in running the operations of the Company as a going concern, as per the IBC. (iii) The Resolution Applicant understands that the CIRP Costs is currently being met out of the cash flows of the Company. Therefore, the Resolution Applicant proposes to pay the CIRP Cost at actuals from the cash balance available with the Company as on the Transfer Date in full and in priority to any other creditor of the Company on the date set out in Schedule V. If, however, there is a shortfall in the cash balance available with the Company to meet the CIRP Cost at actuals, such shortfall will be paid out of the Investment Amount proposed to be invested in the Company by the Resolution Applicant. For this purpose, an amount of INR 1 crore shall be set aside out of the Investment Amount for its use for the payment of any pending CIRP Costs, and if any part of this amount is not required, then such excess amounts shall be paid by the Company to the Financial Creditors. (iv) However, and without prejudice to the above, if ....
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....of RFRP shall be treated as part of the Investment Amount and used towards above mentioned payment of INR 47 crore to the Financial Creditors on the Transfer Date. (b) In addition to the payment of amount as set out in sub-Clause (a) above, the Resolution Applicant through the Identified Affiliate shall pay an amount aggregating to INR 50 crore forming part of the Admitted Debt (Assigned Debt), on the date set out in Schedule V, in consideration of the assignment of the Financial Debt of the Company of equal amount out of the Admitted Debt to the Identified Affiliate. The detailed proposal on the assignment of Assigned Debt is set out in Schedule XI. On this assignment to Resolution Applicant, the Resolution Applicant shall hold all rights in respect of the Assigned Debt, as are available with the Financial Creditors including right to enforce the identified security that has been assigned along with the Assigned Debt. The assignment of the Assigned Debt and related security will occur pursuant to and as an integral part of this Resolution Plan and shall not require any further actions and execution of any further documents by the Financial Creditors or any ....
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....within 3 years from the Transfer Date that are in excess of INR 75 crore (plus specified cost and expenses) as detailed below: A. All cost and expenses incurred in making recoveries from the Existing Receivables, including the expenses for pursuing litigations, and appointing legal, financial and tax advisors, shall be borne by the Company. B. There shall be a monitoring committee, comprising of two members where 1 member shall be appointed from amongst up to 5 professional consultants suggested by the Financial Creditors, and the other 1 member shall be nominated by the Resolution Applicant (Monitoring Committee). From amongst the professional consultants suggested by the Financial Creditors, the Resolution Applicant shall discuss, negotiate terms of engagement and finalise 1 such consultant to be the member of the Monitoring Committee. The role of the Monitoring Committee shall be to generally oversee the recovery efforts made by the Resolution Applicant and/or the Company, and the exact scope shall be as specified by the Financial Creditors. The cost and expenses of engaging the professional consultant to be the member of the Monitoring Committee, or any other ....
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.... 3 years from the Transfer Date (including cash recoveries from the Existing Receivables) shall be retained by the Company and shall be available for use at its discretion at all times including to pay such amounts to the Resolution Applicant. In order to make recoveries from the Existing Receivables, the Company shall be entitled to execute power of attorney in favour of the Resolution Applicant in the form proposed by the Resolution Applicant. G. All cash recoveries and costs and expenses as mentioned above shall be routed through a separate bank account opened by the Company with any of the scheduled bank who is a part of the Financial Creditors; however, it is clarified that the Financial Creditors shall not have any lien or charge, including bankers' lien, on such bank account. (f) ........... (g) Security: All Encumbrances provided by the Promoters or any third party, other than the Excluded Securities, in favour of the Financial Creditors for securing the financial debt of the Company (hereinafter referred as the Assigned Securities) shall not be extinguished or waived under this Resolution Plan and shall be assigned to Taguda India Private Lim....
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.... than as specified in this Clause 3.2 above, any and all rights and entitlements of the Financial Creditors against the Company (including any right to convert debt into equity except in in the manner set out in this Resolution Plan, right of recompense under any restructuring/ financing agreement) whether recorded as a contingent liability or not or any remedy available pursuant to any default including event of default (whether financial or otherwise) by the Company or the Promoters or any third party in relation to any loans or other Financial Debt availed by the Company, under any loan documents, restructuring agreements, guarantees, undertaking, or other financing agreements/ arrangements (including any undertaking, side letter, letter of comfort, letter of undertaking etc.) of any actual or potential Financial Creditors not addressed in this Clause, whether admitted or not, due or contingent, asserted or unasserted, crystallized or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the Insolvency Commencement Date shall be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority app....
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....he Insolvency Commencement Date, shall automatically be waived and/or released on the Final Settlement Date and all liabilities and obligations of the Company in relation to such Encumbrance or other form of collateral shall stand permanently waived and/or released on the approval of this Resolution Plan by the Adjudicating Authority and upon payment of Financial Creditors in the manner set out in this Resolution Plan (including those created/ arranged by the Company as a guarantor or a third party security provider in relation to the Company or its subsidiaries, if any), without the requirement of any further action on part of any party and the Company or Resolution Applicant. All title deeds and other documents (including charge documents, if any) in relation to such Encumbrances that are in possession of the Financial Creditors or possessed by any other Person on their behalf shall be immediately returned to the Company. (vii) The Assigned Securities shall be assigned along with the Assigned Debt. These Assigned Securities and the Excluded Securities shall continue to survive the settlement of debt of the Financial Creditors proposed in this Resolution Plan. Notwithstan....
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....ay be reasonably required by the Resolution Applicant for the release of the Encumbrances, security interests and charges contemplated in this paragraph. (ix) Notwithstanding the above, on the approval of the Resolution Plan by the Adjudicating Authority: (a) all violation or breach of financial nature of any agreement of the Company shall stand condoned or waived, and such agreements shall be treated as if no violation or breach has ever been committed; (b) any event of default having occurred on part of the Company under any of the financing documents entered into by the Company on its own behalf or on behalf of any subsidiaries, joint ventures or associates to secure or guarantee any of their liabilities, prior to the Transfer Date shall be waived in entirety and all rights under the existing finance documents in relation thereto shall stand extinguished; and (c) all the outstanding negotiable instruments issued by the Company or by any Person on behalf of the Company including demand promissory notes, post-dated cheques and letters of credit, shall stand terminated and the Company's liability under such instruments shall stand extinguishe....
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.... the Resolution Applicant that the Liquidation Value due to the Operational Creditors is Nil amount, therefore, the Resolution Applicant proposes to pay a maximum of INR 2 crore towards full and final settlement of all outstanding amounts due to the Operational Creditors. (iv) Subject to the Adjudicating Authority granting the relief as set out in Clauses 13, 14, 15 and 16 of Schedule VII of this Resolution Plan, other than the Operational Creditors Dues, any and all other claims or demands made by, or liabilities or obligations owed or payable to (including but not limited to any Operational Debt, any demand for any losses or damages, indemnification, principal, interest, compound interest, penal interest, liquidated damages, and other charges already accrued/ accruing or in connection with any third party claims) any actual or potential Operational Creditor, vendor, contracting counterparty, Governmental Authority, claimant or any other person whatsoever (including but not limited to the Operational Creditors and its promoters, directors and other related parties of the Company and/ or the Promoters) (collectively, Third Parties), whether admitted or not, due or continge....
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....time, directly or indirectly, have any obligation, liability or duty in relation thereto. (vii) Notwithstanding anything stated in sub-Clauses (iv), (v) and (vi) above, the reliefs from the Adjudicating Authority to provide for waiver and/or release from liability as mentioned in these sub-Clauses is an integral part of this Resolution Plan and this Resolution Plan shall be automatically withdrawn and will not be binding on the Resolution Applicant if these reliefs are not granted by the Adjudicating Authority, unless otherwise agreed in writing by the Resolution Applicant accepting any outstanding and continuing liability. 3.4 Statutory liabilities including outstanding Governmental Authority dues, taxes, etc: (i) The statutory liabilities payable by Company includes without limitation monetary claims under or towards all Taxes. The claims with respect to the statutory liabilities of the Company, if forming part of the Operational Debt, shall be treated at par with the debt owed to Operational Creditors and shall be paid in priority to any amounts paid to the Financial Creditors of the Company out of the Investment Amount arranged by the Resolution Applicant, ....
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.... Taxes (including without limitation, the claims by the tax authorities) whether admitted or not, due or contingent, whether or not set out in the Schedule III, the balance sheets of the Company or the profit and loss account statements of the Company or the Information Memorandum, asserted or unasserted, crystallized or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, in relation to any period prior to the Insolvency Commencement Date shall stand extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Resolution Professional (and his representatives, advisers and agents) or Company shall not be liable to pay any amount against such dues. (iv) Subject to the Adjudicating Authority granting the relief as set out in Clauses 13, 14, 15 and 16 of Schedule VII of this Resolution Plan, however, without prejudice to the above sub-Clauses, all monetary or financial liabilities or obligations (including without limitation, for any penalty, interest, fines or fees) of the Company, in relation to (a) any investigation, inquiry or show-cause, whether civil or criminal; (b) any non-compli....
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....this Resolution Plan and the Resolution Professional (and his representatives, advisers and agents), the Company and the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. (vi) Notwithstanding anything stated in sub-Clauses (ii), (iii), (iv) and (v) above, the reliefs from the Adjudicating Authority to provide for waiver and/or release from liability as mentioned in these sub-Clauses is an integral part of this Resolution Plan and this Resolution Plan shall be automatically withdrawn and will not be binding on the Resolution Applicant if these reliefs are not granted by the Adjudicating Authority, unless otherwise agreed in writing by the Resolution Applicant accepting any outstanding and continuing liability. 3.5 Treatment of amounts against the Company under ongoing litigations (i) Subject to the Adjudicating Authority granting the relief as set out in Clauses 13, 14, 15 and 16 of Schedule VII of this Resolution Plan, all financial claims arising out of any inquiries, investigations, notices, causes of action, suits, claims, disputes, litigation, arbitration or other judicial, re....
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....ons filed by the Company, appropriate direction will be ordered by the Adjudicating Authority while approving this Resolution Plan for early disposal of the said cases within a period of 3 to 6 months from date of approval of this Resolution Plan. In addition all new inquiries, investigations, notices, suits, claims, disputes, litigation, arbitration or other judicial, regulatory or administrative proceedings initiated at any time post the Transfer Date against the Company or any of its employees or directors who are appointed or who remain in employment or directorship after the Transfer Date or pursuant to the implementation of the Resolution Plan shall be independently dealt with by the Resolution Applicant and resolved accordingly and the Financial Creditors will not have any right whatsoever to opine on the manner the Resolution Applicant seeks to deal with the same. (iii) It is clarified that the Promoters and other existing shareholders, managers, directors, officers, employees, workmen or other personnel of the Company shall continue to be liable for all the claims, demand, obligations, penalties etc. arising out of any (a) proceedings, inquiries, investigations, o....
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....ed over any Equity Shares of the Company by the Promoters, at any time shall automatically be released and all liabilities and obligations of the Company and any Third Party (including the Promoters) on behalf of the Company in relation to such Encumbrance or other form of collateral shall stand permanently extinguished on the approval of this Resolution Plan by the Adjudicating Authority, without the requirement of any further action on part of any party and the Resolution Professional (and his representatives, advisers and agents), the Company and the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. 3. Admitted Claims (i) Notwithstanding anything contained in this Resolution Plan, claims made by the creditors and other stakeholders of the Company and stated to be paid in accordance with Clause 3 of this Resolution Plan, shall be paid only if they are verified as valid and admitted by the Resolution Professional pursuant to the IBC and CIRP Regulations. (ii) Claims that have not verified and/or admitted by the Resolution Professional pursuant to the IBC and CIRP Regulations shal....
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....to provide funds either as equity or debt to meet such exigencies. Without prejudice to the above, if any such unforeseen amounts are required to be paid to any other person or settlement of any other creditors of the Company, then the Resolution Applicant will on commercially reasonable efforts basis endeavor to settle such unforeseen amounts, without presently making any commitments in relation thereto. (ii) In addition to the INR 100 crore as set out in Clause (i) above, the Resolution Applicant shall cause the Company to pay an additional amount aggregating to INR 100 crore in two equal instalments in the following manner: (a) On or before the 60th day from the Transfer Date, an amount of INR 50 crore shall be paid by the Company to the Financial Creditors; and (b) On or before the 90th day from the Transfer Date, an amount of INR 50 crore shall be paid by the Company to the Financial Creditors. It is clarified that in case the Company is unable to fund any of the amount as set out in Clause (ii) above from its internal accruals, the Resolution Applicant shall fund such shortfall in a manner such that the Financial Creditors receive the entir....
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.... Resolution Plan shall become effective or enforceable until either (a) the Resolution Plan is approved by the Adjudicating Authority in the manner proposed by the Resolution Applicant and approved by the CoC; or (b) if approved by the Adjudicating Authority with any variance, then in the form and substance which does not impose any liability or obligation on either the Resolution Applicant or the Company over and above the liability or obligation agreed to be borne by the Resolution Applicant or the Company as part of this Resolution Plan. Upon approval of the Resolution Plan by the Adjudicating Authority, this Resolution Plan shall ipso facto form part of the Adjudicating Authority order approving the Resolution Plan. (ii) The mechanism for the implementation of the provisions of this Resolution Plan is set forth in Schedule V. (iii) The Resolution Plan shall be considered to have been implemented on the payment of the CIRP Cost, the Financial Creditors and the Operational Creditors as set out in this Resolution Plan. 7.5 Management of the Company and Supervision of the Implementation of the Resolution Plan (i) The management and supervision of the C....
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....he Company and the Act. (e) By virtue of the order of the Adjudicating Authority approving this Resolution Plan, and on the date of approval of this Resolution Plan, all existing authorisations for operating bank accounts of the Company (both physically and online) shall be withdrawn, and all such authorisations shall be granted to a person identified by the IMA for the period until the Transfer Date. On and from the Transfer Date, any authorisation for operating the bank accounts of the Company shall be as approved by the newly constituted Board. (iii) On and from the date of approval of this Resolution Plan by the Adjudicating Authority and until the Final Settlement Date (Interim Period), the Resolution Applicant and the CoC will constitute a monitoring agency (IMA) for the supervision of the implementation of this Resolution Plan and for the day-to-day operations and management of the Company. The composition of the IMA shall be such that the majority of its members are appointed by the Resolution Applicant, and the CoC shall have the right to appoint up to 2 members. IMA shall be required and entitled to do all such acts, deeds and things as may be desirable ....
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.... is pursuant to transactions undertaken in the ordinary course of business of the Company and is in compliance with all other provisions of this Resolution Plan. (e) Other terms: (A) Maintenance of the Company by the IMA as a going concern: The IMA will on a best effort basis take all such actions and execute all such documents/ agreements as may be required to maintain the Company as a going concern until the Resolution Applicant acquires control over the Company on and from the Transfer Date in the manner set out in this Resolution Plan. (B) Applications for approvals: The IMA will sign all applications on behalf of the Company that are proposed to be made to any Governmental Authorities to obtain the necessary approvals (as specified in this Resolution Plan) for implementation of this Resolution Plan within the timelines set out herein, if any. Currently, no such approval is contemplated or is in the knowledge of the Resolution Applicant. (v) The Resolution Applicant shall submit a report providing the cash recoveries from the Existing Receivables at the end of each year to the Monitoring Committee till the expiry of 3 years from the Transfer ....
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....ction 30(6) of the IBC, the Resolution Professional shall submit this Resolution Plan to the Adjudicating Authority. Part B: Miscellaneous 9 No Actions Provision On and from the approval of this Resolution Plan by the Adjudicating Authority and until the Transfer Date, the Resolution Professional, any creditor (including the Financial Creditor or Operational Creditor), any stakeholder involved in this Resolution Plan or otherwise connected with this Resolution Plan, the Promoters of the Company, the CoC or the Company shall not (i) take any actions specified in Section 28 of the IBC; (ii) take any action or omission that could reasonably be expected to have a material adverse impact, directly or indirectly, on this Resolution Plan or its successful implementation; or (iii) institute or continue any proceedings against the Company or transfer, encumber, alienate or dispose of any of the assets or interest of the Company or enforce any encumbrance or security interest created by the Company or on the securities of the Company, without the prior written consent of the Resolution Applicant. It is clarified that the above Clause shall apply on and from the approval of this Reso....
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....olution Applicant disclose to any person other than its advisors: (i) the fact of existence of and the contents of this Resolution Plan; (ii) the information with respect to the Resolution Applicant and its Connected Persons provided pursuant to Regulation 38 of the CIRP Regulations including all documents or information provided pursuant to this Resolution Plan or prescribed information, as the case may be; (iii) any information concerning the organisation, business, intellectual property, technology, trade secrets, know-how, finance, transactions or affairs of the Resolution Applicant; and (iv) any information or materials prepared by or for any Person or its Representatives that contain or otherwise reflect, or are generated from the aforesaid information. Provided however, that the Resolution Professional, the members of the COC and each of their Representatives, may disclose such information: (i) to any of their affiliates, head office, representative and branch office in any jurisdiction (together with the relevant party, the Permitted Parties) and to their respective employees, directors, officers, professional advisers, ....
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....) if approved by the Adjudicating Authority with any variance, then in the form and substance which does not impose any liability or obligation on either the Resolution Applicant or the Company over and above the liability or obligation agreed to be borne by the Resolution Applicant or the Company as part of this Resolution Plan. If any part of this Resolution Plan is not approved or is modified by the CoC or the Adjudicating Authority, then such amended or modified Resolution Plan shall not be binding on the Resolution Applicant unless agreed in writing by the Resolution Applicant. 16 Sunset Clause 16.1 This Resolution Plan is valid for a period of 6 months from the date of submission of this resolution plan (Validity Period) as set out in the RFRP. Once this Resolution Plan is accepted by the CoC in this Validity Period, this Resolution Plan shall continue to be valid as required by the RFRP. 16.2 Except to the extent specifically provided, upon the rejection of this Resolution Plan by the CoC and/or the Adjudicating Authority, this Resolution Plan shall forthwith become inoperative and cease to have any binding effect on the Resolution Applicant. The above sentence is w....
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....his Resolution Plan: Step Number Action Point Indicative Timeline 1. The Designated Bank Account, if not already opened, will be opened as contemplated in Paragraph 6 if this Schedule V. Before the Transfer Date 2. After completion of Step 1 above, the 25% of the Unpaid Debt held by the Financial Creditors will be converted into Equity Shares of the Company at the face value. On the Transfer Date 3. On the completion of Step 2, there will be capital reduction by way of cancellation of the following: (i) all Equity Shares held by the Promoters; (ii) all the Equity Shares held by any shareholder of the Company holding more than 5000 Equity Shares; and (iii) all the Equity Shares held by the Financial Creditors on conversion of Unpaid Debt set out in Step 2, against payment of Nil amount. The terms of the capital reduction are mentioned in Paragraph 5 below of this Schedule V. On the Transfer Date 4. Simultaneous with Step 3, the Investment Amount (taking into account the Bid Bond and PBG paid by the Resolution Applicant, and as reduced by the CIRP Cost and payments due to Operational Creditor....
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....reholding structure of the Company shall be as follows based on the implementation steps of this Resolution Plan as indicated in Paragraph 1 of this Schedule V. Step Number Particulars of Step Amount involved Resolution Applicant's shareholding Lenders shareholding Promoter's shareholding Public shareholding 1 Post Capital Reduction NIL NA 0 0 100% 2 Equity Infusion by Resolution Applicant INR 50.00 crores 99.79% 0 0 0.21% 2.2 The Resolution Applicant shall procure a valuation report certified by a chartered accountant or a SEBI registered merchant banker or a practicing cost accountant, to support the subscription price for Equity Shares by the Resolution Applicant in accordance with Step 4, Step 7 and Step 8 (if relevant) above. It is clarified that for the purposes of Step 4, Step 7 and Step 8 (if relevant), the subscription price for the Resolution Applicant for each Equity Share shall be the face value of the new equity shares issued by the Company. 3. Conversion of Unpaid Debt into Equity Shares 3.1 On completion of Step 1 as set out in Paragraph 1 above, the amount of Unpaid Debt is proposed to b....
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.... place as indicated by the Resolution Applicant. The Resolution Applicant proposes that the Financial Creditors shall co-operate with the Resolution Applicant and the Company to give effect to the abovementioned plan. 4. Security with respect to Assigned Debt 4.1 The Resolution Applicant shall through the Identified Affiliate (Assignee) pay an amount aggregating to INR 50 crore forming part of the Admitted Debt directly to the Financial Creditors. Upon this assignment the Assignee shall hold all rights in respect of the Assigned Debt, as are available with the Financial Creditors including right to enforce the identified security that has been assigned along with the Assigned Debt. The assignment of the Assigned Debt and related security will occur pursuant to and as an integral part of this Resolution Plan, and shall not require any further actions and execution for any further documents by the Financial Creditors or any party concerned. 4.2 For this purpose, the Financial Creditors shall assign and transfer to the Assignee the Assigned Securities provided by the Promoters or third parties to the Financial Creditor as security. The Assigned Securities furnished by the ....
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.... the minimum public shareholding requirements as given in Rule 19A(5) of Securities Contracts (Regulation) Rules, 1957. 5. Capital Reduction and Cancellation of Shares 5.1 Effectiveness The capital reduction of Equity Shares of the Company is effected as an integral part of the Resolution Plan, and shall come into effect on the Transfer Date by virtue of the approval of this Resolution Plan by the Adjudicating Authority under the IBC and shall not require any consent of shareholders, creditors or the Adjudicating Authority under the Act. The approval of this Resolution Plan by the Adjudicating Authority shall be sufficient compliance with the provisions of IBC, the Act, and Securities and Exchange Board of India Act, 1992 and related regulations. 5.2 Capital Reduction and Cancellation of Shares Upon the fulfilment of conditions as set out in Paragraph 5.3 below, (i) all Equity Shares held by the Promoter constituting 49.04% of the paid up share capital of the Company; (ii) all the Equity Shares held by any shareholder of the Company holding more than 5000 Equity Shares; and (iii) all the Equity Shares held by the Financial Creditors on conversion of Unpaid Debt shall....
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....ing Committee shall be to generally oversee the recovery efforts made by the Resolution Applicant and/or the Company, and the exact scope shall be as specified by the Financial Creditors. The cost and expenses of engaging the professional consultant to be the member of the Monitoring Committee, or any other cost and expenses incurred by the members of the Monitoring Committee shall be borne by the Company, subject to a maximum amount of Rs. 75 lakhs. The term of the Monitoring Committee shall be until the completion of 3 years from the Transfer Date. 7.3 Any cash recoveries made by the Resolution Applicant and/or the Company within a period of 3 years from the Transfer Date of up to INR 75 crore (after payment all costs and expenses incurred in making cash recoveries as mentioned in Paragraph 7.1 above and costs and expenses incurred for the Monitoring Committee as mentioned in Paragraph 7.2 above) shall be retained by the Company, and the Financial Creditors shall not be paid any amounts from such recoveries. If, however, the cash recoveries made by the Resolution Applicant and/or the Company (net of debtors) within 3 years from the Transfer Date are in excess of INR 75 crore (....
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....Applicant and provide the invoices evidencing payments of such costs to the Resolution Applicant. 8.2 The Company shall assist and undertake all such steps and actions as may be required to facilitate the implementation of this Resolution Plan including the filings of the necessary forms with the relevant Governmental Authority and undertaking all corporate actions as may be required. 8.3 The Resolution Applicant will, upon approval of this Resolution Plan by the Adjudicating Authority, execute such instruments, deeds and documents as may be necessary to implement this Resolution Plan and the parties thereto shall comply with the conditions set out therein from the date of their execution. 8.4 All contracts, deeds, bonds, agreements, indemnities or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, permits, rights, entitlements, licenses (including the licenses granted by any Governmental Authority, statutory or regulatory bodies) for the purpose of carrying on the business of the Company, or the benefits which the Company may be eligible and which are subsisting or having effect immediately before the order of Adjudicating Author....
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.... Plan, the Company shall continue to be an entity listed on the Bombay Stock Exchange. SCHEDULE VI LIST OF LITIGATIONS Cases filed by the Company as of 14 May 2018 S. No Case Number Forum Respondent Nature Amount Ascertained Status 1. S/229/2015 High Court of Bombay Ushdev International Limited v. Metalman Industries private Limited Civil Suit 18,20,12,007 Pending hearing 2. 1089/SS/2011 To 1093/SS/2011 16th Ballard Pier Court Ushdev International Limited v. Metalman Industries private Limited Complaint Under Section 138 of Negotiable Instruments Act, 1881 96,543,976 Pending hearing 3. COMSS/178/20 15 High Court of Bombay Ushdev International Limited v. Duplex Industries Limited Commercial Summary Suit 93,64,15,193 Pending hearing 4. Misc No. 51/2016 To 57/2016 58th Bandra Court Ushdev International Limited v. Duplex Industries Limited Complaint Under Section 138 of Negotiable Instruments Act, 1881 60,00,00,000 Pending hearing 5. ARBP/09/2018 High Court of Bombay Ushdev International Limited v. Kenersys India Private Limited Application Under Section 9 of....
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....r Forum Respondent Nature Amount Ascertained Status 1. COMS/719/20 18 High Court of Bombay New Zone Interntrade FZE v. Ushdev International Limited Civil Suit Not known Pending hearing 2. COMS/718/20 18 High Court of Bombay New Alloys Trading Ltd. v. Ushdev International Limited Civil Suit Not known Pending hearing 3. COMS/720/20 18 High Court of Bombay Mine Craft Ltd. v. Ushdev International Limited Civil Suit Not known Pending hearing SCHEDULE VII RELIEFS, CONCESSIONS AND DISPENSATIONS 1. The Central Board of Direct Taxes (CBDT) or any other relevant Governmental Authority to exempt the Resolution Applicant and the Company from the applicability of and payment of all Taxes under the Income Tax Act, 1961 (including Section 115JB), including any liability under the Minimum Alternate Tax which may arise on account of the transactions envisaged under this Resolution Plan either on the Resolution Applicant or the Company or any other Person who is likely to be impacted due to implementation of the Resolution Plan, and the Adjudicating Authority shall pass an order to that effect. 2. T....
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....ning required corporate authorisations for undertaking related party transactions. 9. The relevant Governmental Authority to exempt the Resolution Applicant and the Company from the applicability of and payment of all Taxes under the Central Goods and Services Tax Act, 2017, and other indirect taxes, which may arise on account of the transactions envisaged under this Resolution Plan either on the Resolution Applicant or the Company or any other Person who is likely to be impacted due to implementation of the Resolution Plan, and the Adjudicating Authority shall pass an order to that effect. 10. The approval of the Adjudicating Authority shall constitute adequate and final approval of the Adjudicating Authority for all actions and purposes of this Resolution Plan including (a) reduction of share capital of the Company in terms of Section 66 of the Act along with any applicable provisions; (b) for the issuance of new equity shares/preference shares and/or convertible securities in terms of the Act and other Applicable Law, and no approval/consent shall be necessary from any Person in relation to any actions including any agreement, the constitutional documents of th....
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....shall be entitled to modify or terminate contracts (including the shareholders agreement and any other agreements) with related parties of the Company and/ or the Promoters entered into prior to the Insolvency Commencement Date. 17. RBI to confirm that, on and from the Transfer Date, all accounts of the Company shall stand regularised and their asset classification shall be "standard" for the purposes of all Applicable Laws. 18. Without prejudice to the above-mentioned provisions, the relevant Governmental Authorities to waive all past non-compliances of the Company under any Applicable Law, including but not limited to provisions of the Industrial Disputes Act, 1947, the Factories Act, 1948 and the relevant Shops and Establishment Acts and any rules, circulars and regulations framed thereunder. 19. Other than as disclosed under the Information Memorandum, there are no Persons having the benefit of "security interest" as defined under Section 3(31) of the IBC over the assets of the Company. 20. Other than the payments as set out under this Resolution Plan, the Resolution Applicant and/or the Company shall not be liable to make any payments for an....
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....Memorandum and the Data Room as of filing this Resolution Plan, is true, correct, complete and not misleading in any respect. The details for the Financial Creditors, Operational Creditors and claims from workmen and employees of the Company as set out in Schedule III of this Resolution Plan is true, correct, complete and not misleading in any respect. Strategy of The Resolution Applicant to ramp up operations of Company Resolution Applicant has presence in commodity trading where it trades into ferrous & non-ferrous metals, precious metals and stones. It has operations in Singapore, Hong Kong, Australia and UAE. Resolution Applicant has consolidated annual turnover of approximately USD 295,000,000 (United States Dollars two hundred and ninety five million) and net assets of approximately USD 58,000,000 (United States Dollars fifty eight million). Resolution Applicant has financing lines available of USD 42,000,000 with a financial institution in addition to the equity support of USD 58,000,000 from Promoter. Resolution Applicant has good client base in India and Company's trading platform can support the growth plan of Resolution Applicant i....
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....ovided by the Promoters or third parties to the Financial Creditor as security. The Assigned Securities shall not be deemed to be extinguished or waived under this Resolution Plan and all rights, title and interest therein of the Financial Creditors is hereby assigned to Taguda India Private Limited by way of this Resolution Plan, simultaneously with the payment of INR 50 crore constituting the Assigned Debt by Taguda India Private Limited. All Encumbrances provided by the Company (for clarity, other than Assigned Securities) including on the fixed assets of the Company shall be extinguished as on the Final Settlement Date. Notwithstanding anything contained in any agreement or undertaking given by the Company and/or provisions of Applicable Law, the Assigned Securities obtained by the Assignee shall be free from any subrogation rights of the Promoters or respective guarantors/ security providers. By virtue of the approval of this Resolution Plan by the Adjudicating Authority, the Promoters or respective guarantors/ security providers shall have no claim of any right of subrogation, indemnity, security, recompense or any claim of whatsoever nature (whether under c....