TaxTMI 
TaxTMI 
2019 (4) TMI 1797
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....he basis of several discussions, according to this Applicant a Revised Resolution Plan was submitted on 28.08.2018 by improving the offer from Rs. 3,63,59,177/- to Rs. 4,10,59,179/-. Thereafter, on 05.10.2018 again a Revised Fourth Resolution Plan was submitted with an offer of Rs. 5,53,34,004/-. From the side of the R.P. it was insisted to improve Corporate Insolvency Resolution Process costs and also to make provision of claims of Customs Department. As a consequence on 25.10.2018 earlier offer was revised to Rs. 5,67,09,545/. Even after the said revision to the shock of the Resolution Applicant it was informed by R.P. on 06.11.2018 that the final decision of Approval of Resolution Plan of another entity had been conveyed. This Resolution Applicant has therefore, moved this Application that the other Resolution Plan be rejected because natural justice not granted to this Applicant and that his Final Resolution Plan be accepted. 2.1 Be that as it was, the latest development is that the Resolution Plan of one Mr. Ajay Nair is no more in existence being allowed to be Withdrawn, as a consequence the only Resolution Plan for due consideration is of Osian India (Mr. Sandeep Mehta Pr....
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.... 29,564,951 26,040,111 17,444,171 Loans & Advances 15,412,725 18,668,078 12,850,650 Cash & Bank Balance 2,545,582 3,614,401 987,400 Other Current Asset 12,544,623 10,231,535 411,469 Less: Current Liabilities & Provision 55,732,186 50,690,093 31,269,288 41,945,733 37,238,920 34,148,896 OSIAN (INDIA) (B) PROFIT & LOSS A/C FOR THE YEAR ENDED 31-03-2018, 31-03-2017 & 31.03.2016 PARTICULARS 31.03.2018 31.03.2017 31.03.2016 Unaudited (Rs) Audited (Rs) Audited (Rs) INCOME: - Sales Turnover 153,519,025* 196,587,571 151,471,056 Total Income 153,519,025 196,587,571 151,471,056 EXPENDITURE: - Cost of Goods sold 129,484,940 176,977,426 135,417,807 Administrative Expenses 6,545,151 11,959,704 8,588,687 Selling Expenses 4,052,663 2,546,448 2,340,093 Financial Expenses 82,152 12,936 423,873 Depreciation 152,000 173,683 207,283 Total Expenditure 140,316,905 191,670,197 146,977,743 NET PROFIT BEFORE TAX 13,202,120 4,917,374 4,493,313 Ta....
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....hinery to remove the damages carried to the plant and machinery and maintenance of the factory building will require additional capex/maintenance of approx Rs. 47 lakhs to bring the plant to proper working condition and improve the quality of finished goods. ♦ Over dependence on single customer. Primitive technology, over capacity of PVC stabilizer Plant which is dismantled ,(Lead based) inappropriate selection of Raw Material. ♦ PVC Plant is dismantled, erection of PVC plant and bringing it to the working condition will incur additional cost of approx Rs. 25 lakhs. Further it is not feasible to run PVC Plant as PVC Stabilizer has an over capacity in India and looking into health and environment hazard and new norms which are put in place to phase out lead based PVC Stabilizer. ♦ Other estimated cost of Rs. 53.72 Lakhs to bring plant to a proper running condition. (D) For itemised expenses table is given below. Sl No. Particulars Estimated Amount 1 Fabrication of Existing Plant (Repair & safety), wiring PLC, Part Automation 47,00,000/- 2 Erection of PVC Stabilizer Plant with modification (R....
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....Total (A) 6,362,807 5,377,612 1,416,732 3 Financial Creditors Secured Phoenix ARC Pvt. Ltd. 53,100,000 349,256,708 45,500,000 Kotak Mahindra Bank Ltd. 6,464,459 6,454,639 - sub-total 59,564,459 355,711,347 45,500,000 Un-secured Manoj Agarwal (HUF) 650,000 1,191,411 50,000 Manoj Agarwal 650,000 1,104,250 48,000 Shareholders 1,320,040 Claims not submitted Directors 22,440,670 - Trade Deposit 300,000 Other Loans & Deposits 40,312,533 sub-total 65,673,243 2,295,661 98,000 Total (B) 125,237,702 358,007,008 45,598,000 4 Other Creditors Government dues Assistant Commissioner of Sales Tax (JAG-VAT-D-008) 23,213,315 22,192,393 1,375,000 Commissioner of Customs, JNCH, Nhava Sheva - 2,157,809 111,000 ESIC Employees Contribution 19,427 Claims not submitted 19,427 ESIC Employers Contribution 53,661 53,661 Provident Fund Employees 1,285,288 1,285,288 P....
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.... at any stage the security deposit shall be refunded within 7 days from the date of disagreement. Undertaking (G) I state that I have gone through the information memorandum submitted by the Resolution Professional of M/s. Aryavart Chemicals Pvt. Ltd. and I am submitting the plans with full knowledge and consent, I also state that all facts and figures mentioned are true and fair to my best knowledge and judgment. I am willing to abide by the rules and regulations as stipulated in IBC 2016 and all its regulation in force. I also understand that the said plan is subject to approval from the committee of creditors and final review and acceptance of the National Company Law Tribunal. Sandeep Mehta PAN No.AGOPM0998D Place: Mumbai Date: 12.02.2019 Material changes as on the date of proposal These liabilities are based on the figures of 19th March 2018 and which are subject to change if there are material changes in the audited Financial Statements. Any material changes may lead to revision in the proposal to the corresponding extent. (H) Governance Arrangements The Company will be lead by Mr. Sandeep Mehta will act as the Managing Di....
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.... rate or other terms of a debt due from the corporate debtor; As per the resolution plan debts will be paid and there will be no borrowings carried forward to us and no liability thereon. (h) amendment of the constitutional documents of the corporate debtor; Constitutional documents will be amended on the order passed by NCLT. (i) issuance of securities of the corporate debtor, for cash, property, securities, or in exchange for claims or interests, or other appropriate purpose; 100 % shareholding will be transferred to us as soon as the payment as proposed in the resolution plan is honoured. (j) change in portfolio of goods or services produced or rendered by the corporate debtor; We are assessing the possibility of other materials that can be manufactured under the existing set of machine capabilities. Lead is hazardous and is slowly phasing out. Liquid stabilizers will be needed to be manufactured (k) change in technology used by the corporate debtor; and Change in technology needs to be assessed and the same will be assessed while exploring the new requirements of the customers or exploring new customers. (l) obtaining necessary approvals from th....
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....equate sources of fund to pay off the amount committed in the Resolution Plan. (1A) Resolution Plan shall include a statement as to how it has dealt with the interest of all stakeholders including FC & OC of CD All the Stakeholder who have submitted their claim have been considered. Including FC & OC of CD. No unclaimed amount is considered except ESIC Employees Contribution, ESIC Employers Contribution and Provident Fund Employees related to workers. (2) A resolution plan shall provide: (a) the term of the plan and its implementation schedule; All the payments as proposed in the Resolution Plan shall be made within 45 days from the date of approval of resolution Plan by the NCLT (b) the management and control of the business of the corporate debtor during its term; and Management and control of the business of the corporate debtor during its term will be carried out by Mr. Sandeep Mehta as Director and a Technical Director having requisite experience in the Industry will be appointed as well. (c) adequate means for supervising its implementation. Mr Sandeep Mehta has requisite experience in field and the implementation will be carried under ....
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....the plant, current market conditions and age cycle or the product manufactured. (d) it has provisions for approvals required and the timelines for the same Necessary approvals for running the plant or transfer of ownership of plant will be done by NCLT within a reasonable period for us to commence operations. Further NCLT will give appropriate standing directions to all the authorities involved in the order and also NCLT shall in its order direct local authorities to give back all the connections required to run the plant including but not limited to Electricity NOC, Water Works NOC required. Necessary directions to carry out amendment in MIDC shall be given in our favour by NCLT. This will be subject to the limitation of the statutory liabilities accepted to be settled by us in the Resolution Plan above (e) the resolution applicant has the capability to implement the resolution plan The Company will be lead by Mr. Sandeep Mehta will act as the Managing Director and a Technical Director will be appointed by the Company. Mr. Sandeep Mehta who is heading the operations at Osian India has in-depth knowledge of the chemicals manufactured by and is in the case of Aryavart....
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....arious manufacturers, however the support is no longer available as the Company is under NCLT and the operational creditors will loose their money. We had discussions with the said operational creditors and they have assured us to supply the Raw materials at most competitive prices (on 0.5% Commission Addition) & 180 Days direct credit for future supplies for next 3 years. The said operational creditors has been consulted for getting the alternate raw material and appropriate carbon chain blend with Various fats and Lipids for Stabilizer plant to be Job worked at various split and distillation plant adding his volume + the plant (ACPL) volume to get the competitive price so the economies of scale at RM procurement will prevail For Paint Dryer plant as an alternate RM to some of the Import substitutes Vegetable Oil based RMS being discussed with this operational creditors which can reduce substantial cost while refining, splitting, distillation and fractionation at the vegetable oil based RM, Some residue and Fats will be generated, that can be used to set up a new range of Fatty Acid. Peptizers for Rubber Industries. A proper MOU will be entered with Operational Cred....
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....hat if the AA is "satisfied" that the Resolution Plan as approved by the Committee of Creditors meets the requirement as referred to in Section 30(2), shall by an Order, approve the Resolution Plan. So the prerequisite is that recording of "satisfaction" by AA is a condition precedent. A "satisfaction" is to be recorded in writing in the Judgment approving the Resolution Plan. "Satisfaction" is required to be based upon a conscious decision on examination of the terms of the Resolution Plan. In our humble opinion a thorough study of a Resolution Plan is required before recording a "satisfaction" in writing by AA. The 'satisfaction' as mandated in the statute can either 'objective' or 'subjective' or both, but it is a condition precedent. Naturally 'satisfaction' is to be recorded in writing with reasons after proper application of mind. The pros and cons of the scheme is required to be studied before recording 'subjective satisfaction'. If the CoC has submitted the scheme of Resolution after visualising the advantage and disadvantage then such proposal can be termed as just and equitable fit for according satisfaction. An 'objective satis....
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....financial creditors. From the legislative history and the background in which the I&B Code has been enacted, it is noticed that a completely new approach has been adopted for speeding up the recovery of the debt due from the defaulting companies. In the new approach, there is a calm period followed by a swift resolution process to be completed within 270 days (outer limit) failing which, initiation of liquidation process has been made inevitable and mandatory. In the earlier regime, the Corporate debtor could indefinitely continue to enjoy the protection given under Section 22 of Sick Industrial Companies Act, 1985 or under other such enactments which has now been forsaken. Besides, the commercial wisdom of the CoC has been given paramount status without any judicial intervention, for ensuring completion of the stated processes within the timelines prescribed by the I&B Code. There is an intrinsic assumption that financial creditors are fully informed about the viability of the corporate debtor and feasibility of the proposed resolution plan. They act on the basis of thorough examination of the proposed resolution plan and assessment made by their team of experts. The opinion on th....