AI Drafter 
TaxTMI 
TaxTMI 
2020 (2) TMI 477
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 3. After considering the merits of the case, the said Petition was admitted vide an Order dated 14.05.2018 (CP(IB)No.1758/MB/2017). Mr. Manoj Sehgal was appointed as the Interim Resolution Professional (IRP). The said IRP was replaced by Ms. Prajakta Menezes vide Order dated 07.03.2019 as Resolution Professional of the Corporate Debtor, confirmed in the Second CoC meeting dated 01.03.2019. 4. Pursuant to the third CoC meeting dated 22.04.2019, the Applicant submitted Form -G - Invitation for Expression of Interest (EOI) of Resolution Plan which was published on 18.05.2019. 5. Thereafter, the RP sought extension of CIRP period and exclusion of certain period, which was granted by this Bench vide order dated 15.07.2019. The Bench ordered that the CIRP of the Corporate Debtor shall expire on 15.10.2019. 6. The Applicant submits that seven Prospective Resolution Applicants submitted their EOI pursuant to the Publication of Form-G dated 18.05.2019 wherein the last date of submission of Resolution Plan was 01.08.2019. On request of certain Resolution Applicants and after seeking the approval of COC the last date for submissions of plan was extended to 19.8.2019. 7. The CoC a....
X X X X Extracts X X X X
X X X X Extracts X X X X
....34.79** 832.77 54.25 4 Other- Insolvency Resolution Process Cost - - 210.00*** - Total 14579.28 12517.29 6900.00 Notes: *Percentage computed is of amount provided under plan to claim admitted. *** or at actuals. # Claim received from Commissioner of Customs amounting to INR 525.06 lakhs and from Tahsildar Seloo of INR 505.59 lakhs are pending verification as necessary clarification from respective claimants is awaited. However, for the purposes of the Resolution Plan, these claims (total INR 1030.65 lakhs) have been deemed to be admitted in full. 12. The CoC of the Corporate Debtor constitutes the following financial creditors and their voting share is given herein below: Sr. No. FINANCIAL CREDITOR VOTING SHARE (%) 1. Yatish Trading Company Private Limited 88.53% 2. DIL Limited 11.47% Total 100% 13. The RP states that the Resolution Applicant has submitted an affidavit confirming that it is not prevented from submitting the resolution plan as a result of S. 29A, IBC. The Resolution Professional has annexed a certificate under Regul....
X X X X Extracts X X X X
X X X X Extracts X X X X
.......... 14 3.4 Promoters of the Corporate Debtor ......................................................... 14 3.5 Credibility of the Resolution Applicant ................................................... 14 PART C: MERGE THE CORPORATE DEBTOR WITH THE RESOLUTION APPLICANT THROUGH THE CORPORATE INSOLVENCY RESOLUTION PROCESS .......................................................................... 14 4. Basis of preparation ..................................................................................... 14 5. Earnest money deposit (EMD) .................................................................... 15 6. PERFORMANCE BANK GUARANTEE (PBG) ....................................... 15 7. Payments and full and final settlement of all claims ................................... 16 7.1 Total Consideration to Stakeholders ........................................................ 16 7.2 Insolvency resolution process cost ............................................................ 16 7.3 Payments to Operational Creditors other than employees, workmen and government agencies ................................... 16 7.4 Debt owed to Financial Credito....
X X X X Extracts X X X X
X X X X Extracts X X X X
........................... 42 20 MERGER OF THE CORPORATE DEBTOR ............................................ 42 21 Retention of employees................................................................................ 43 22 INFUSION OF FUNDS ............................................................................... 43 PART H: IMPLEMENTATION AND SUPERVISION OF THE RESOLUTION PLAN;OTHER TERMS... 43 23 IMPLEMENTATION AND SUPERVISION OF THE RESOLUTION PLAN .................................. 43 24 TERM OF THE PLAN AND IMPLEMENTATION SCHEDULE............ 43 25 OTHER TERMS AND CONDITIONS ....................................................... 45 25.1 Governing Law ........................................................................................... 45 25.2 Binding Effect ............................................................................................. 45 25.3 Implementation .......................................................................................... 45 25.4 Severability and right to modify ............................................................... 45 25.5 Assignment of Interest .........................................
X X X X Extracts X X X X
X X X X Extracts X X X X
....esolution Process against Corporate Persons) Regulations, 2016; "CoC" means the committee of financial creditors that has been constituted pursuant to Section 21 of the Code. The list of financial creditors that constitute the CoC, as per the Information Memorandum dated July 2019 is more particularly set out in Schedule 1 (Members of the CoC); "Code" means the Insolvency and Bankruptcy Code, 2016 including the Insolvency & Bankruptcy Code, (Amendment) Act, 2019 which came into force on 6th August 2019; "Completion Date" means the date on which all measures specified in Part F of this Plan have been implemented, being a day no later than 15 days from the Effective Date or such other date as may be mutually agreed between the Resolution Applicant and the members of the CoC who consent to this Resolution Plan; "Corporate Debtor" or "Company" means Noble Explochem Limited, incorporated in India with corporate identity number:L24292MH1982PLC026728; "Companies Act" means the Companies Act, 2013 or the Companies Act, 1956 to the extent applicable, as the case may be; "Designated Account" means such account to be set up by the Resolution Applicant/Corporate Debtor ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Debtorin full settlement of the liabilities to them, in accordance with this Resolution Plan, whether their claims have been received or not received, crystallised or uncrystallised, known or unknown, liquidated or unliquidated, contingent or otherwise; "Financial Creditors" is defined in Clause7.4(1); 1.2 Interpretation The interpretation provisions set-out in Schedule 2 (Interpretation) apply to this Resolution Plan. 2. BACKGROUND 2.1 Corporate insolvency resolution process (i) This Resolution Plan is submitted by the Resolution Applicant pursuant to the Code, for the corporate insolvency resolution of the Corporate Debtor. (ii) The corporate insolvency resolution process involving the Corporate Debtor was initiated pursuant to a petition under Section 9 of the Code, filed by M/s. Libord Securities Ltd. before the NCLT, Mumbai Bench titled Libord Securities Limited vs Noble Explochem Limited [CP 1758/I&BC/NCLT/MAH/2017]. The petition was admitted by the NCLT pursuant to an order dated 14 May 2018. (iii) NCLT appointed Mr. Manoj Sehgal, an insolvency professional with registration number: IBBI/IPA-002/IP-N00108/2017-18/10256 as the interim....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Rajeshkumar Ladliprasad Joshi Director 02138724 5. Vinda Madhao Warhadpande Wholetime Director 06973719 6. Ishwar Raka Dharamchand Director 08005159 PART B: RESOLUTION APPLICANT AND CREDENTIALS 3. PARTICULARS OF THE RESOLUTION APPLICANT 3.1 Identity (i) The corporate identity number of the Resolution Applicant is L24239MH1949PLC007837, and its registered address is at 48 Kandivali Industrial Estate Kandivali (W) Mumbai - 400067. (ii) Ipca Laboratories Ltd (IPCA) is a fully integrated pharmaceutical company, manufacturing over 350 formulations and 80 APIs for various therapeutic segments. IPCA is one of the world's largest manufacturers and suppliers of over a dozen APIs which are produced at manufacturing facilities inspected by the global drug regulatory authorities like US-FDA, UK-MHRA, EDQMEurope, WHO-Geneva and many more. IPCA is a therapy leader in for antimalarials with a market-share of over34% with a fast-expanding presence in the international market. IPCA also leads in DMARDs (Disease Modifying Anti-Rheumatic Drugs) treatment for rheumatoid arthritis. IPCA has leading brands in 5 therapeutic areas, with 3 of t....
X X X X Extracts X X X X
X X X X Extracts X X X X
....of the Code, the same shall be communicated to the Resolution Professional. 3.4 Promoters of the Corporate Debtor (i) In relation to the disclosure regarding "persons who will be promoters or in the management or control of the business of the Corporate Debtor during the implementation of the Resolution Plan", please note that from the Effective Date and until the Completion Date, the Monitoring Agency will be in the management and control of the business of the Corporate Debtor. (ii) With effect from the Completion Date, the Corporate Debtor shall be merged with the Resolution Applicant and the promoter of the Resolution Applicant shall be in management and control of the business of the Corporate Debtor, as described in Clause 20. 3.5 Credibility of the Resolution Applicant The particulars regarding credibility of the Resolution Applicant is set out in Schedule 6 (Credibility of the Resolution Applicant) and the details of the experienced persons in management of the Resolution Applicant are set out in Schedule 7 (Details of management of the Resolution Applicant and management of the Corporate Debtor post acquisition of control by the Resolution Applic....
X X X X Extracts X X X X
X X X X Extracts X X X X
....of Creditor ("CoC"). (iii) the Resolution Applicant shall have obtained title due diligence reports from the Revenue Courts having jurisdiction for the purpose of ascertaining the title of the immoveable properties existing in the name of Corporate Debtor. (iv) the Resolution Applicant shall have conducted necessary searches and shall have made all enquiries in order to ascertain that there are no suits/litigations/attachments and/or any other proceedings pending in respect of immoveable properties by any third party with regard to any dispute or claim on the title of the immoveable properties owned by the Corporate Debtor other than those disclosed in the Information Memorandum dated July 2019. 5. EARNEST MONEY DEPOSIT (EMD) As per clause 1.10.1 of the Request for Resolution Plan ("RFRP") dated July 2, 2019, the Resolution Applicant undertakes to provide Earnest Money Deposit of Rs. 50,00,000 (Rupee Fifty Lakhs) in the form of Bank Guarantee in the format VIII provided in the RFRP 6. PERFORMANCE BANK GUARANTEE (PBG) As per clause 1.10.3 of the Request for Resolution Plan dated July 2, 2019, the Resolution Applicant, if successful, undertakes to provid....
X X X X Extracts X X X X
X X X X Extracts X X X X
....khs (Rupees One Thousand Four Hundred One Lakhs and Eleven Thousand) The details of the dues of the Operational Creditors is set-out at Schedule 4 (Details of claims of operational creditors). b) In accordance with amendment Sec 30(2)(b) of the Code, the payment of debts of operational creditors shall not be less than: i. the amount to be paid to Operational Creditors in the event of Liquidation of the Corporate Debtor in accordance with Sec 53 of the Code. ii. the amount to that would have been paid to the Operational Creditors, if the same were to be distributed under the Resolution Plan had been distributed in accordance with the order of priority in Sec 53(1) of the Code, in the event of Liquidation. c) As per Sec 30(4) of the Code, "The committee of creditors may approve a resolution plan by a vote of not less than sixty-six per cent. of voting share of the financial creditors, after considering its feasibility and viability, the manner of distribution proposed, which may take into account the order of priority amongst creditors as laid down in sub-section (1) of section 53, including the priority and value of the security interest of a secu....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ritten off in full and shall stand permanently extinguished and the Corporate Debtor or the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. (ii) Any and all rights and entitlements of any actual or potential Operational Creditors of the Corporate Debtor, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the Completion Date or arising on account of the acquisition of control by the Resolution Applicant over the Corporate Debtor pursuant to this Resolution Plan, shall stand permanently extinguished and the Corporate Debtor or the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. (iii) Upon approval of this Resolution Plan by the NCLT, all dues under the provisions of Income Tax Act, 1961, including taxes, duty, penalties, interest, fines, cesses, unpaid tax deducted at source / tax collected at source, whether admitted or not, due or contingent, whether part of above c....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ppellate or other proceedings, including but not limited to any audits, investigations, search and seizure, pending in case of the Corporate Debtor relating to the period prior to the Completion Date, shall stand terminated and all consequential liabilities, if any, will stand abated and shall be considered to be not payable by the Corporate Debtor. All notices proposing to initiate any proceedings against the Corporate Debtor in relation to the period prior to the date of NCLT order and pending on that date, shall be considered deleted and shall not be proceeded against. Post the order of the NCLT, no re-assessment / revision or any other proceedings under the provisions of any of the indirect tax laws should be initiated on the Corporate Debtor in relation to the period prior to acquisition of control by the Resolution Applicant and any consequential demand shall be considered nonexisting and as not payable by the Corporate Debtor. Any proceedings which were kept in abeyance in view of insolvency process or otherwise shall not be revived post the order of NCLT. (v) Upon approval of this Resolution Plan by the NCLT, all liabilities (including without limitation, for any p....
X X X X Extracts X X X X
X X X X Extracts X X X X
....tor or the Resolution Applicant shall at no point of time, directly or indirectly, have any obligation, liability or duty in relation thereto. 7.4 Debt owed to Financial Creditors 1. As per the paragraph no. 11 of the Information Memorandum dated July 2019, prepared by the Resolution Professional, the admitted claims of Financial Creditors is Rs. 10,612.02 lakhs (Rupees One Hundred and Six Crore Twelve Lakhs and Two Thousand), and this amount is payable to the following financial creditors:Yatish Trading Company Pvt Ltd, DIL Ltd, Tikam Chand Kothari, Ramesh Bhimraj Kothari, Madhukar Ramchandra Chandurkar, Sunil Kothari, Sameer Prakash Maheshwari, Salvia Investment & Traders Pvt Ltd, Prashant Kothari, Piyush Kothari, Ramesh Bhimraj Kothari, Siddharth Creations (collectively the "Financial Creditors"). 2. As per Sec 30(4) of the Code, "The committee of creditors may approve a resolution plan by a vote of not less than sixty-six per cent. of voting share of the financial creditors, after considering its feasibility and viability, the manner of distribution proposed, which may take into account the order of priority amongst creditors as laid down in sub-section (1) of section ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....age number 33-34 of the Information Memorandum dated July 2019 and all other charges and encumbrances, known and unknown, shall stand unconditionally released and the Financial Creditors shall no longer be entitled to exercise any security interest with respect to any debt, whether or not expressly provided for in this Resolution Plan. The list of Open Charges is listed out in Schedule 11. (iv) The Resolution Applicant assumes that there are no other third party mortgages/hypothecations or any other open charges other than those mentioned in the Information Memorandum dated July, 2019. (v) No cost, interest, charges or the like, penal or otherwise, including in respect of the right to recompense, shall be payable to any Financial Creditor in addition to what is specified in Clause 7.44(1). (vi) Any claim from any person claiming to be a financial creditor of the Corporate Debtor, that has not been filed with the Resolution Professional, or if filed, has not been accepted by the Resolution Professional as payable by the Corporate Debtor, shall stand extinguished and shall no longer be payable. (vii) For the avoidance of doubt, all accrued or unpai....
X X X X Extracts X X X X
X X X X Extracts X X X X
....directly, have any obligation, liability or duty in relation thereto. (x) Any invocation or appropriation or other enforcement action or demand made in respect of any security, guarantee, letter of credit, letter of undertaking, letter of comfort, letter of awareness, pledge, charge, encumbrance, hypothecation or collateral provided in connection with any financial debt or any other debt or obligation of the Corporate Debtor, at any time prior to the Completion Date (other than in respect of any personal or corporate guarantees provided by third parties in connection with any financial debt or any other debt or obligation of the Corporate Debtor), shall stand automatically abated, discharged, revoked and cancelled and deemed null and void. All liabilities and obligations in relation to any security, guarantee, letter of credit, letter of undertaking, letter of comfort, letter of awareness, pledge, charge, encumbrance, hypothecation or collateral provided in connection with any financial debt or any other debt or obligation of the Corporate Debtor, at any time prior to the Completion Date (other than in respect of any personal or corporate guarantees provided by third parti....
X X X X Extracts X X X X
X X X X Extracts X X X X
....tion with any financial debt or any other debt or obligation of any third party, at any time prior to the Completion Date, shall stand permanently extinguished on the approval of this Resolution Plan by the NCLT (xii) Subject to applicable laws, the amounts to be paid to the Financial Creditors in terms of this plan shall be included in the Total Consideration to be deposited into the Designated Account to be operated by the Monitoring Agency, on the Completion Date. The Financial Creditors (both assenting and dissenting) shall thereafter issue a certificate of discharge and no-claims to theCorporate Debtor and also return the security documents to the Corporate Debtor and forthwith and unconditionally release all security available to them as on the Completion Date in connection with any amounts payable to them by the Corporate Debtor(including making all requisite filings with the Registrar of Companies for satisfaction of all charges in respect of such security) including any powers of attorney, pledge of shares, guarantees or other encumbrance issued by the Corporate Debtor, or any third party or any of its promoters (other than any personal guarantees or corporate gua....
X X X X Extracts X X X X
X X X X Extracts X X X X
....r past dues of the Workmen & Employees of the Corporate Debtor shall stand discharged. (e) This Resolution Plan assumes that no additional liability has accrued towards Workmen & Employees, between the IC Date and the Completion Date, and all such liabilities have been settled by the Resolution Professional operating the Corporate Debtor and claimed as IRPC. If any amounts are payable on this account, then the payments made to creditors other than financial creditors, Workmen & Employees shall be accordingly reduced. (f) Upon approval of this Resolution Plan by the NCLT, any and all rights and entitlements of, claims or demands made by or liabilities or obligations owed or payable to, any present or past, direct or indirect, permanent or temporary employee, contract worker and/or workman of the Corporate Debtor, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the Completion Date or arising on account of the acquisition of control by the Resolution Applicant over the Corporate Debtor pursuant to this Resolution Plan, ex....
X X X X Extracts X X X X
X X X X Extracts X X X X
....on Applicant, if the Corporate Debtor were to be liquidated on the IC Date, the amount payable to equity shareholders would be NIL, in accordance with Sec 53 of the Code. Accordingly in line with the Securities & Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations 2018, dated May 31, 2018 ("Delisting Notification"), the Resolution Applicant proposes to delist and subsequently cancel the existing share capital of the Corporate Debtor without any considerations/paying of dues to the existing promoters or any other shareholders. 8 RIGHT TO RECEIVABLES 8.1 Nothing in this Resolution Plan shall affect the rights of the Resolution Applicant / Corporate Debtor to recover any amounts due to the Corporate Debtor from any third party including any related parties of the Corporate Debtor as defined in Sec 5(24) of the Code, and governmental and statutory authorities as described in the Information Memorandum and there shall be no set off of any such amounts recoverable by the Corporate Debtor against any amount paid by the Corporate Debtor or any liability discharged, satisfied or extinguished pursuant to this Resolution Plan. 8.2 If any person who receive....
X X X X Extracts X X X X
X X X X Extracts X X X X
....cured or unsecured, disputed or undisputed, which may have arisen from the IC Date till the Completion Date may form part of the Insolvency Resolution Process Cost in accordance with Regulation 31 of CIR Regulations and shall be paid in accordance with clause 7.2. 10.3 All claims that may arise in the future, including any claims from dues arising under any law for the time being in force and payable to any person, including a counterparty to a contract or to the Central Government, any State Government or any local authority, resulting from a contract, statute, judicial proceeding or otherwise, whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future, in relation to any period prior to the IC Date, shall be subject to the limit specified in this Clause 10 in so far as they relate to the period prior to the IC Date. Provided that any such liabilities and claims against the Corporate Debtor, whether crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, which may have arisen from the IC Date till the Completion Date shall form part of the....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e right to arrange this funding from various banks or financial institutions or any other lenders. However, under all scenarios the Resolution Applicant shall continue to be promoted, controlled and managed by entities that meet the requirements of the Code. 13.5 The payments proposed to be made under this Plan are as follows: Sr No. Description Amount (in INR Lakhs) 1. IRP Costs (estimated upto March 2020 or at actuals) 210.00 2. Operational Creditor & Statutory Liability 126.74 3. Workmen & Employees 832.77 4. Financial Creditor - Related 423.49 5. Financial Creditor - Unrelated 5,307.00 6. Any Other liability, incl-Contingent liabilities 0.00 TOTAL - A 6,900.00 7. Supervision and Implementation of Resolution Plan 10.00 8. Capital Expenditure by Resolution Applicant 27,000.00 9. Working Capital Margin 2,098.00 TOTAL - B 29,108.00 10. TOTAL OUTLAY UNDER THE RESOLTION PLAN (A + B) 36,008.00 SOURCES OF FUND 1 Internal Accruals, incl: Cash & Cash Equivalent, loans, bonds or debt instruments 36,008.00 Total 36,008.00 PART E: ACCOUNTING TREATM....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ustomed to (whether applied for renewal by the Corporate Debtor or not). ,shall, notwithstanding any provision to the contrary in their terms, be deemed to continue without disruption for the benefit of the Corporate Debtor for a period of 2 (two) years and till such time, the Resolution Applicant will apply for fresh licenses. (b) For the avoidance of doubt, it is hereby clarified that all consents, licenses, approvals, rights, entitlements, benefits and privileges whether under law, contract, lease or license, granted in favour of the Corporate Debtor or to which the Corporate Debtor is entitled or accustomed to, which have expired as of the Completion Date, shall be deemed to continue without disruption for the benefit of the Corporate Debtor for a period of 12 months or until renewed by the relevant authorities, whichever is later. Without any liability for the non-compliance during the time specified above, the Resolution Applicant undertakes to cause the Corporate Debtor to expeditiously identify such expired consents, licenses, approvals, rights, entitlements, benefits and privileges whether under law, contract, lease or license, granted in favour of the Co....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... liability for the aforesaid non-compliance for the past period before the Completion Date, the Resolution Applicant shall endeavor to cause the Corporate Debtor to identify such non-compliances, evaluate the steps required to address such non-compliances and take steps to remedy such non-compliances to the extent practically possible. The Resolution Applicant and the Corporate Debtor shall be entitled to apply to and approach the NCLT for relief for continued implementation of the approved Resolution Plan before or after any coercive action is taken against the Corporate Debtor or the Resolution Applicant, especially in view of the limited due diligence offered to the Resolution Applicant. (c) This Resolution Plan will be implemented pursuant to an order of the NCLT, and all actions stated in this Resolution Plan shall be deemed to be approved by the NCLT. Accordingly, any action or implementation of this Resolution Plan shall not be a ground for termination of any contracts entered into by the Corporate Debtor by the counter party(ies) to such contracts. 15.4 Inquiries, investigations etc. Upon approval of this Resolution Plan by the NCLT, all inquiries, investigat....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ted under the Finance Bill, 2018, when approved) and stamp duty in respect of actions undertaken pursuant to the approval of the Resolution Plan by the NCLT, since such taxes and duties, if required to be paid, will render the Resolution Plan unviable for the Resolution Applicant in monetary terms. (b) Accordingly, upon the Resolution Plan being approved by the NCLT, the actions undertaken pursuant to the implementation of the Resolution Plan shall be deemed to be exempt from any tax obligation under various taxing statutes, including but not limited to Sections 50B, 50C, 50CA, 56 and 115JB under the Income-tax Act as well as the Central Goods and Services Tax Act, 2017 (as amended from time to time) and the provisions of the Indian Stamp Act, 1899 (as amended from time to time) and other laws relating to payment of stamp duty applicable in any state. (c) The Corporate Debtor shall be entitled to carry forward the unabsorbed depreciation and accumulated losses and to utilize such amounts to set off future tax obligations. 15.6 Anti-corruption provisions and immunity (a) As the Resolution Applicant will acquire control over the Corporate Debtor pursuant....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... in the hands of equity shareholder of the Corporate Debtor is nil. i. In view of the provisions of Clause20, since the entire existing issued equity share capital of the Corporate Debtor shall be reduced and cancelled on the Completion Date contemporaneous by merging with the Resolution Applicant, the Resolution Applicant shall, for good order seek the confirmation of SEBI for deemed delisting of the shares of the Corporate Debtor on the Completion Date. Upon cancellation of entire existing share capital in existence of the Corporate Debtor on the date of approval of the Resolution Plan, SEBI shall record delisting the Corporate Debtor pursuant to the Resolution Plan without the Corporate Debtor being required to make a delisting offer or a petition for cancellation of equity share capital or giving any exit offer to the shareholders of the Corporate Debtor in any manner whatsoever under applicable SEBI laws. The application made by the Resolution Applicant to SEBI is to enable such cancellation and delisting to be done without it being subject to the procedure for delisting under the Delisting Regulations since the value of the shares of the Corporate Debtor has....
X X X X Extracts X X X X
X X X X Extracts X X X X
....on Plan This Resolution Plan shall come into effect on the date of approval of this Plan by the NCLT ("Effective Date"). 15.10 Information shared with Resolution Applicant The Resolution Applicant has assumed that the Resolution Professional has furnished the same information to all the resolution applicants, and no resolution applicant has received additional information not provided to any other resolution applicant. 16 POWERS OF THE NCLT 16.1 The Resolution Applicant has assumed that the Code is a complete code and the NCLT acting under the Code is empowered to grant a single window clearance for all actions as provided in a resolution plan approved by the NCLT. 16.2 Accordingly, the process stipulated under the Code for implementation of a resolution plan is a final and binding process and therefore, any action undertaken pursuant to a resolution plan approved by the NCLT under the Code does not require compliance with procedural requirements under other laws. 17 RIGHT TO SHARE NCLT ORDER AND THIS RESOLUTION PLAN 17.1 The Resolution Applicant and the Corporate Debtor shall be entitled to share a certified copy of this Resolution Plan and the order of the....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... (ii) The voting rights of the existing shareholders and all incidental rights available to them as shareholders shall stand suspended, denuded and unavailable. All decisions shall be taken by the Monitoring Agency; and (iii) Any reasonable costs incurred after the Effective Date and until the Completion Date, which if incurred prior to the Effective Date would have qualified as insolvency resolution process cost, shall be paid by the Resolution Applicant, subject to a prior approval of the Resolution Applicant having been obtained prior to such cost having been incurred. 19 STEPS TO COMPLETION AND COMPLETION DATE ACTIONS 19.1 Change in authorized share capital On the Completion Date, the authorized share capital of the Corporate Debtor shall stand revised to NIL, pursuant to the order of the NCLT, in line with Delisting Notification, without any further act or deed. 19.2 Completion Day Corporate Actions On the Completion Date, the following actions shall be completed substantially simultaneously: (a) Reconstitution of the board of directors: (i) Pursuant to the approval of the NCLT, the suspended board of directors shall stand dissolved a....
X X X X Extracts X X X X
X X X X Extracts X X X X
....to all shareholders of the Corporate Debtor; (B) the cancellation shall not require any payment by the Corporate Debtor to any of the shareholders; (C) the cancellation shall be pursuant to the order of the NCLT and shall not require any other procedure as required under the Companies Act, including that under Section 66 of the Companies Act or regulations of the SEBI (D) shall not require the consent of any of the creditors of the Corporate Debtor or approval of the shareholders of the Corporate Debtor, as the Resolution Plan, upon being approved by the NCLT shall be binding on the Corporate Debtor and its stakeholders (including its creditors and shareholders), and in addition in accordance with the October 25 Circular, approval of the shareholders/members of the corporate debtor/company, which would have been required under Companies Act, 2013 or any other law if the resolution plan was being considered outside the scope of the Code, shall not be required for cancellation and issuance of shares and any other action under the Resolution Plan for its implementation. On approval of the Resolution Plan by the NCLT, the approval of the shareholders....
X X X X Extracts X X X X
X X X X Extracts X X X X
....al, quasi-judicial or arbitration proceedings; 7. any accounts maintained for payments made to the Resolution Professional's accountants, legal or other professionals, which constitute IRPC; 8. particulars of any related party transactions undertaken with the CoC's consent in accordance with Section 28 of the Code; and 9. all other documents and information as available with the Resolution Professional in relation to the Corporate Debtor, including without limitation: company seal, data bases, passwords etc. On the Completion Date, all documents relating to the Corporate Debtor, including all title deeds in respect of its immoveable property and any documents pertaining to movable property of the Corporate Debtor, held by the Resolution Professional or the members of the CoC, shall be handed over to the Resolution Applicant with a declaration that all such property is free from any known mortgages, charges or other encumbrances, which shall stand discharged in accordance with this Resolution Plan. (e) Satisfaction of Existing Charges On the Completion Date, the Financial Creditors shall, simultaneous with the disbursal of ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 19.3 Dissolution of the CoC (a) The Resolution Professional was appointed by the NCLT and the CoC was formed by the Resolution Professional pursuant to the corporate insolvency resolution process. (b) The Resolution Professional shall be released of his duties and responsibilities in accordance with Clause 19.2(d). The CoC shall be dissolved with effect from the Completion Date. 19.4 Reconstituted board of directors (a) In the application to be made to the NCLT for approval of this Resolution Plan by the RP, a specific prayer will be made for cessation of directorships of the erstwhile management of the Corporate Debtor with immediate effect and the simultaneous appointment of a reconstituted board of directors vide the same order of the Hon'ble NCLT accepting the Resolution Plan. (b) The reconstituted board of directors of the Corporate Debtor shall constitute of such number of directors as shall be determined by the Resolution Applicant and one director to be nominated by the Financial Creditors, collectively ("Reconstituted Board"). Such directors shall be nominated by the Resolution Applicant and the Financial Creditors prior to making....
X X X X Extracts X X X X
X X X X Extracts X X X X
....an for its implementation, which would have been required under the Companies Act, 2013 or any other law if the resolution plan of the company was not being considered under the Code, is deemed to have been given on its approval by the Adjudicating Authority". Accordingly, in light of the October 25 Circular, the requirement of procuring approval of the shareholders of the Corporate Debtor has been dispensed with for any of the actions proposed to be undertaken pursuant to this Resolution Plan. PART G: MERGER OF THE CORPORATE DEBTOR BY RESOLUTION APPLICANT POST THE COMPLETION DATE 20 MERGER OF THE CORPORATE DEBTOR (a) Pursuant to the approval of the Resolution Plan by NCLT, the Resolution Applicant undertakes to reduce the entire 1,92,28,100 shares of Rs. 10 each (as per Shareholding Pattern available on Bombay Stock Exchange website dated June 2019) of the Corporate Debtor to Zero and cancel the share capital to NIL. (b) The liquidation value due to the existing shareholders in accordance with Sec 53(1) of the Code is NIL, therefore there shall be no consideration paid to such existing shareholders after the reduction and cancellation of the share capitalin....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... THE RESOLUTION PLAN The Monitoring Agency shall supervise the Resolution Plan during the Interim Period, in accordance with Clause 18.1. 24 TERM OF THE PLAN AND IMPLEMENTATION SCHEDULE 24.1 The term of this Resolution Plan shall be from the Effective Date until the Completion Date. 24.2 The indicative implementation schedule for this Resolution Plan is set out below: Sr. no Activity Timeline (Days) 1. Effective Date Approval of this Resolution Plan by the NCLT 2. Completion Date Effective Date + 15 days 24.3 The aforementioned timeline is indicative and a delay on account of regulatory or other reasons shall not be considered to be a contravention of this Resolution Plan, if all the steps are completed prior to the expiry of the Completion Date.However, any approvals or permission required by the Resolution Applicant, under any law time being in force, shall be obtained from relevant statutory and regulatory approvals in time specified under that law, but in no event later than 1 (One) year from the Effective Date.   25 OTHER TERMS AND CONDITIONS 25.1 Governing Law The Corporate Debtor and the new management shall be governed....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ed under the Resolution Plan or for any other requirements, not jeopardising the rights of the creditors under the current plan, the Resolution Applicant can do so only after approval of NCLT. 25.5 Assignment of Interest Any financial creditor may assign its rights under this Resolution Plan, subject to the transferee unconditionally agreeing to be bound by the terms of this Resolution Plan. Provided that prior to such assignment, a financial creditor must provide a 7 Business Days written notice to the Corporate Debtor and the Resolution Applicant. 25.6 Validity The validity of the Resolution Plan shall be as per clause 1.9.3 of the Request For Resolution Plan dated July, 2 2019 which is for a period of not less than 12 (twelve) months from the Submission Date including any revisions to such Resolution Plan. 25.7 Effect of the order of NCLT (a) A certified copy of the approved Resolution Plan and the order of the NCLT approving this Resolution Plan shall constitute conclusive evidence of the rights and entitlements of the Corporate Debtor as provided in the Resolution Plan and the settlement of claims with the financial creditors and discharge and ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ntrary to or inconsistent with the terms of the Resolution Plan shall be deemed to be not maintainable or to have been terminated and closed upon the production and lodgement of the certified copy of the approved Resolution Plan and the order of the NCLT approving this Resolution Plan or a notarially certified copy of the approved Resolution Plan and the order of the NCLT approving this Resolution Plan. The certified copy of the approved Resolution Plan shall be posted on the website of the Corporate Debtor and the website of the Resolution Applicant. (c) A certified copy of the approved Resolution Plan and the order of the NCLT approving this Resolution Plan shall constitute conclusive evidence that notwithstanding anything contained in any other document or instrument or contract, upon implementation of the Resolution Plan any right, title and interest to all immovable property in the name of the Corporate Debtor, will continue to remain vested in the name of Resolution Applicant, without any further act, instrument or deed and for this purpose the relevant persons shall cooperate with the Corporate Debtor to take necessary steps and execute such documents as may be requ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....orporate Debtor, initiated or arising and pending before the Completion Date shall deemed to be withdrawn and/or stand extinguished/closed, without any further act, instrument or deed. The Corporate Debtor shall file the suitable applications with the relevant courts, forums and authorities along with a copy of the order of the NCLT and if required, the Resolution Plan to place on record such withdrawal of the relevant litigations. It is clarified that the liabilities including contingent liabilities in respect of the said litigations will be nil and there shall be no recourse against the Corporate Debtor or the Resolution Applicant in respect of the same. Any appeals or challenges against the Corporate Debtor in respect of such litigations shall also stand withdrawn, without any further act, instrument or deed. It is clarified that all litigations, instituted by the Corporate Debtor, initiated or arising and pending before the Completion Date shall continue, except any suit filed by the Corporate Debtor against Yatish Trading Company Pvt Ltd and/or any of its Associates/Affiliates in any court including the High Court of Mumbai as mentioned on page no. 44 of the Information Memora....
X X X X Extracts X X X X
X X X X Extracts X X X X
....n of shares of the corporate debtor, or the merger or consolidation of the corporate debtor with one or more persons Please refer to Clause 20 (d) Satisfaction or modification of any security interest Please refer to Clause 7.4 and 25.7 (e) cancellation or delisting of any shares of the corporate debtor, if applicable Please refer to Clauses 7.7, 15.7, 19.2 and 20 (f) Curing or waiving of any breach of the terms of any debt due from the corporate debtor Not Applicable (g) Reduction in the amount payable to the creditors Please refer to Clause 7.3, 7.4, 7.5 and 7.6 (h) Extension of a maturity date or a change in interest rate or other terms of a debt due from the corporate debtor Not Applicable (i) Amendment of the constitutional documents of the corporate debtor Please refer to Clauses 19.2(c) and 25.7(a) (j) Issuance of securities of the corporate debtor, for cash, property, securities, or in exchange for claims or interests, or other appropriate purpose Not Applicable (k) Change in portfolio of goods or services produced or rendered by the corporate debtor Please refer to Schedule 8 (l) Change ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....horised Signatory: Joint Managing Director Date: 3rd October 2019 Place: Mumbai Schedule 1: Members of the CoC Financial Creditors included in CoC S.No. Member of CoC Admitted Claim (in Rs. Lakhs) Voting Share 1. Yatish Trading Company Private Limited 8,700.97 88.53% 2. DIL Ltd 1,126.81 11.47% Total 9,827.78 Related Party Financial Creditors not included in CoC S. No. Name Amount Claimed (in Rs. Lakhs) Amount Admitted (in Rs. Lakhs) 1 Tikam Chand Kothari 283.61 226.33 2 Ramesh Bhimraj Kothari 218.92 218.92 3 Madhukar Ramchandra Chandurkar 304.65 203.34 4 Sunil Kothari 30.98 30.98 5 Sameer Prakash Maheshwari 45.66 27.56 6 Salvia Investment & Traders Pvt Ltd 34.62 25.97 7 Prashant Kothari 14.56 14.36 8 Piyush Kothari 11.5 11.44 9 Ramesh Bhimraj Kothari 10.33 10.33 10 Siddharth Creations 8.18 7.61 11 Piyush Kothari 7.4 7.4 Total 970.41 784.24 Schedule 2: Interpretation In this Resolution Plan, unless a contrary intention appears: (a) Expressions defi....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nd schedules are for convenience only and do not affect the interpretation of this Agreement. (k) A reference to "in writing" includes any communication made by letter or fax or email (unless otherwise expressly provided in this Resolution Plan.). (l) Unless otherwise specified, any reference to a time of day is to Indian Standard Time. (m) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. (n) Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.   Schedule 3: Shareholding Pattern of the Corporate Debtor for Quarter ended June 2019, as available on Bombay Stock Exchange Category of shareholder Total nos. shares held % Shareholding A - Promoter & Promoter Group 25,15,495 13.08% B - Non-Institutions 0.00% Individual share capital in excess of Rs. 2 Lacs 78,23,130 40.69% Individual share capital upto Rs. 2 Lacs 68,63,974 35.7....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ble Explochem Mazdoor Sangh 1,167.17 619.71 3 Sidharth Ramesh Kothari 36.49 34.84 4 Piyush Kothari 12.07 12.07 5 Vinda M Warhadpande 11.43 11.43 6 Tikam Chand Kothari 7.32 7.32 7 Sameer Maheshwari 5.04 5.04 8 Ravindra DinkarraoKhalatkar 2.00 1.51 9 Rajesh Ramjidasji Vaidya 1.80 2.86 10 Sunil V Mandekar 2.18 2.53 11 Natarajan Mani 1.20 2.50 12 Ashok Pandurangjipihul 2.33 2.39 13 Chadrakant M Tadas 2.09 2.09 14 KeshaoganpatraoTadas 2.25 1.83 15 Nitin V Labhe 0.96 1.81 16 Sanjay Changdeo Pathak 0.89 1.70 17 Mukund P Joshi 2.80 1.40 18 Shashikant Ramprasad Jaiswal 1.20 1.30 19 Avinash C Warhadpande 1.25 1.25 20 Ajay Shambunath Gupta 1.35 1.18 21 Ramesh AshruKedar 0.61 1.17 22 Uday Vinayak Deshpande 0.56 0.78 23 Sanjay SharadraoDeogaonkar 0.54 1.04 24 Madhusudan W kale 4.36 0.96 25 RajindraHaribhauJamane 0.45 0.86 26 Sunil Deshmukh 0.45 0.85 27 Sunil Dwarkaprasad Dubey 0.79 1.47 28 ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Particulars (in Rs. Crore) 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 2016-17 2017-18 2018-19 Total Sales 1,565.0 1,889.6 2,343.0 2,798.1 3,256.3 3,120.4 2,870.7 3,178.9 3,258.8 3,687.7 EBIDTA 344.7 384.2 526.4 640.0 826.7 556.3 341.8 435.2 478.8 765.3 % EBIDTA 22% 20% 22% 23% 25% 18% 12% 14% 15% 21% Profit Before Tax 271.7 343.7 368.9 461.4 629.1 357.7 111.5 258.2 282.8 557.4 Profit After Tax 209.2 255.4 280.2 331.4 477.4 256.1 92.5 188.3 233.1 454.9 Net Worth 874.9 1,053.9 1,262.3 1,569.9 1,981.6 2,221.8 2,283.1 2,475.1 2,695.0 3,136.7 Net Block 674.8 792.6 1,007.3 1,204.5 1,471.0 2,019.9 2,105.5 2,040.8 1,927.8 1,806.1 Book Value per Share 69.9 83.8 100.1 124.4 157.0 176.1 180.9 196.1 213.6 248.3 As it can be seen, IPCA Laboratories Ltd. has been delivering consistent financial results for the last 10 years and the company is on strong financial footing. The below docume....
X X X X Extracts X X X X
X X X X Extracts X X X X
...., a qualified Company Secretary and also has diploma in Management Studies from Jamnalal Bajaj Institute of Management Studies. He has nearly 4 decades of experience in multi-national companies like Wyeth, Hindustan Unilever and Reliance Group in leadership positions in the functional areas such as Finance, Commercial, Marketing, Risk Management, Business Management, Investment and General Management with profit center responsibilities in multiple sectors including Drugs & Pharmaceuticals, FMCG, Fiber & Petrochemicals, Energy, Infrastructure and Real Estate. Mr. Seth has a wide range of international exposure in dealing with Fortune 500 companies. He is also a Director of Indo-Vietnamese Chamber of Commerce and Industry. F. Harish P. Kamath Mr. Harish P Kamath, Corporate Counsel & Company Secretary of the Company is aged 59 years and is a graduate in Commerce and Law from University of Bombay and also is an Associate Member of the Institute of Company Secretaries of India. He has nearly 35 years of experience in Legal, Company Secretarial, Finance and General Management functions. He has been the Company Secretary of the Company since 1993. Schedule 8: Details of the bu....
X X X X Extracts X X X X
X X X X Extracts X X X X
....distribution channels backed by professional management, the Resolution Applicant will make significant inroads in the Explosives business in the time to come. The Resolution Applicant is of the opinion that the Drug & Intermediate division will commence from third year from the Completion Date, as it would take nearly one year for receiving environmental clearances and further one year for erection of plant and obtaining various regulatory approvals. The Resolution Applicant estimates that Rs. 12.67 Crore shall be required towards working capital in the Drug & Intermediate division based on projections, from third year onwards. Capital Expenditure towards Drug & Intermediate is estimated to be Rs. 260.00 Crore. Thus, total investment for Drug & Intermediate division is estimated to be Rs. 272.67 Crore, which shall be endeavored to be done over a span of 2 years from the Completion Date. In the Explosives division, a Capital Expenditure Rs. 10.00 Crore and Working Capital Rs. 8.31 Crore has been estimated. Capital Expenditure of Rs. 10 Crore includes repair and refurbishment of the existing machinery of the Corporate Debtor. The total investment for the Explosive division is ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....;-cyano[1-1'-Biphenyl]4yl]methyl) methylester. Monohydrochloride 120 120 120 120 DSA 4-Amino-6-Chloro - 1,3 - Benzene Disulphonamide 100 100 100 100 CPSP 3(3-sulphamyl-4chlorophenyl )pthalimidine 80 80 80 80 BCFI 2Butyl-4Chloro5Formylimidazole 240 240 240 240 Production MT/PA 390 585 700 700 Total Capacity Utilisation % 50% 75% 90% 90% A Income 86.54 129.80 155.76 171.34 Total Income 86.54 129.80 155.76 171.34 B Operating Expenses Material Cost 51.92 77.23 91.90 101.09 Power, Fuel & Water 7.50 10.00 12.00 13.25 Repairs & ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.....01 1.18 1.36 1.53 1.63 1.63 Stores, Spares 0.45 0.53 0.60 0.68 0.71 0.71 Total Variable Cost 40.37 47.21 54.04 60.88 64.50 64.50 Contribution 9.37 11.00 12.64 14.27 15.25 15.25 Contribution % 18.84% 18.90% 18.96% 18.99% 19.12% 19.12% Wages & Salaries (Factory) 3.27 3.53 3.81 4.12 4.45 4.80 Other Expenses 1.77 1.95 2.13 2.32 2.47 2.59 Total Operating Expenses 45.41 52.69 59.98 67.32 71.42 71.89 C EBIDTA 4.33 5.52 6.70 7.83 8.33 7.86 EBIDTA as % of total income 8.7% 9.5% 10.0% 10.4% 10.4% 9.9% Combined Working Capital Requirements of Drug & Intermediate division and Explosives division Fixed Investments Explosives Drug &Intermediates Total (In Rs. Crore) Building - 50.00 50.00 Plant & Machinery 5.00 150.00 ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....dustrial approval - Delhi 9 EPCG License - (Export promotional capital goods scheme) Foreign Trade Policy 2015-2020 Issued by Directorate general of foreign trade (DGFT) Mumbai. (C) State Excise 10 Form-D.S.-4 (Licence For The Possession And Use In Industries Of Spirit Denatured By Special Process Madhya Pradesh Excise Act 1915 District State Excise Officer 11 Form-R.S.-2A ( Licence For The Possession And Use In Industries Of Absolute Alcohol Madhya Pradesh Excise Act 1915 District State Excise Officer (D) State Sales Tax 12 Profession Tax certificate Under Sub-Section of (1) of Section 5 of the Maharashtra State Tax on Profession, Trade, Callings and Employments Act,1975 Govt Dept (Sales Tax Dept) (E) District Magistrate - Collector 13 Form-A -Licence For Possession, Consumption And Sale Of Poison ( For Methanol ) Poison Act,1919 District Magistrate. (F) Narcotics New High Tension Line installation /connection 14 New High Tension installation /connection permission Indian electricity act State Electricity Board 15 Drawing approval of the installation for Electrical safety Indian electri....
X X X X Extracts X X X X
X X X X Extracts X X X X
....on of weights & balance The Weights & Measures Act (Regulations 1986) Department Of Weight & Measurement, State Government Food & Drug Licenses 35 Manufacture for Sale Drug and Cosmetics rule 1945 Food & Drugs Administration & Central Drug Standard Control Organization 36 Storage & Sale Drug and Cosmetics rule 1945 Food & Drugs Administration, State 37 WHO-GMP Drug and Cosmetics rule 1945 Food & Drugs Administration & Central Drug Standard Control Organization 38 Certificate of Pharmaceutical product (for Export) Drug and Cosmetics rule 1945 Food & Drugs Administration, State Human Resource 39 Registration Certificate The Contract Labour (Regulation and Abolition) Act, 1970 Labour Office 40 License for contractor The Contract Labour (Regulation and Abolition) Act, 1970 Labour Office 41 PF establishment Code (employing 20 or more persons) The employees Provident Fund and Miscellaneous provisions Act, 1952 PF authority 42 ESI establishment Code ( factory premises and establishments including the precints where 10 or more persons are employed) The Employees State Insurance Act, 194....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... property of the Corporate Debtor at Mouza Dhamangaon and Mouza Dongargaon, Tashil Seloo, District Wardha admeasuring 278.92 HR, as described below: - Village Survey No. Hissa No. Hectares Dhamangaon 1 3 0.21 2 2 0.11 3 1 2.95 3 2 0.21 5 2 0.07 6 - 2.69 7 2 0.07 3 0.01 4 0.04 8 1 5.12 2 0.1 3 0.95 4 0.98 5 0.98 9 1k 1.01 2kh 2k 9 2g 0.36 16 3 9 2kh 2.52 16 2k 9 2gh 2.51 16 2kh 15 2 2.85 16 1 36 1k 0.66 36 1kh 1.66 36 2k 1.44 36 2kh 1.4 39 1k 5.84 2k 39 1kh &nbs....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nbsp; 37 1.54 38 1.54 34 3.32 40 1.05 39 0.60 41 1.74 42 0.20 33 0.41 35 0.09 32 2.30 31 0.81 30 1.05 29 1.76 28 0.22 27 1.18 26 0.58 25 0.22 24 2.80 23 5.63 22 3.65 34 2.54 47 1.02 48 0.81 49 0.81 51 0.81 52 4.57 53 3.15 54 1.68 55 0.93 56 1.28 57 1.34 58 1.72 59 0.84 83 3.24 3.24 ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 7-B 8.54 10 8.19 11-A 2.23 11-B 13.08 12 1.12 14 8.83 15-A 1.22 15-B 21.93 16-A 1.28 16-B 9.66 18-A 6.66 18-B 19.96 19-A 4.99 19-B 11.82 22 1.51 Total 162.94 + 114.96 Total 277.90 * It has been informed by the Resolution Professional that a fresh title search is being conducted and the same is currently under progress. Schedule 11: Snapshot of List of Open Charges as per Information Memorandum Dated July 2019 List of Open Charges Security Interest created in fmour of Amount Date on which Charge is created Property SICOM Limited 1,00,00,000 06.04.1998 Rollex Cartrigding Machine in the factory of Noble Explochem Limited, Hingri, Taluka Seloo, Dist. Wardha, April 1, 1998. ICICI Bank 37,50,000 26.06.1987 The whole Of the movable properties Of Company Including its movable plant and machinery, machinery', spares, tools and accessories and other movab....
X X X X Extracts X X X X
X X X X Extracts X X X X
....s or godowns in the State of Maharashtra or wherever else the same may be whether in possession of the Company or of any third party an property as may be in course of transit by ship, rail or otherwise (all of which said products, goods and property are hereinafter included in the expression ("the charged goods") IDBI Bank 1,57,50,000/- 19.12.1984 All the movables assets of the Borrower (save and except book debts) including moveable plant machinery, machinery spares, tools and accessories, and other movables both present and fixture etc. more particularly described in the schedule referred to in Deed of Hypothecation dated 19^th December, 1984 subject to prior charges created/to be created by the borrower in favour of Its Bankers over its stocks of raw materials, semi-finished or finished goods, consumable stores, book debts, for securing borrowings for working capital requirements in the ordinary course of business. ICICI Bank 1,30,00,000/- 13.12.1984 The whole of the moveable properties of the Company situated at Hingani, Dist Wardha in the State of Maharashtra including the Company's movable spares, tools and accessones and other movables both prese....
X X X X Extracts X X X X
X X X X Extracts X X X X
....orated under the Companies Act, 1956. 1.8 "Resolution Plan" or "Plan" means this resolution plan dated August 16, 2019 submitted to the Resolution Professional and the CoC for the proposed insolvency resolution of the Corporate Debtor in accordance with the Code read with its schedules and annexure, along with modifications and amendments (if any) as mutually agreed with CoC and to be approved by the CoC and the Adjudicating Authority in accordance with applicable laws;. 1.9 "Scheme" or "the Scheme" or "this Scheme" means this Scheme of Amalgamation in its present form as submitted with the NCLT or this Scheme with any modification(s) made under Clause 15 of the Scheme. 1.10 "Transferee Company" or "Transferee" means Ipca Laboratories Limited, a company incorporated under the Companies Act, 1956. 1.11 "Transferor Company" or "Transferor" means Noble Explochem Limited, a company to be incorporated under the Companies Act, 2013. All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Resolution Plan, the Act and other applicable laws, rules, regulations, bye-l....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... (D) shall not require the consent of any of the creditors of the Transferor Company or approval of the shareholders of the Transferor Company, as the Resolution Plan, upon being approved by the NCLT shall be binding on the Transferor Company and its stakeholders (including its creditors and shareholders), and in addition in accordance with Section 30 of the Code and the October 25 Circular, approval of the shareholders/members of the Transferor Company, which would have been required under Companies Act, 2013 or any other law if the resolution plan was being considered outside the scope of the Code, shall not be required for cancellation and issuance of shares and any other action under the Resolution Plan for its implementation. On approval of the Resolution Plan by the NCLT, the approval of the shareholders shall be deemed to have been given as per explanation of sec 30(2) of the Code for effecting cancellation of capital, revision of agreements, constitutional documents such as Memorandum of Association, Articles of Association and for implementation of any other actions under the Resolution Plan. PART C - AMALGAMATION OF THE TRANSFEROR COMPANY INTO THE TRANSFEREE COMPANY ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... to (whether applied for renewal by the Transferor or not), shall, notwithstanding any provision to the contrary in their terms, be deemed to continue without disruption for the benefit of the Transferor/Transferee for a period of 2 (two) years and till such time, the Transferee will apply for fresh licenses. For the avoidance of doubt, it is hereby clarified that all consents, licenses, approvals, rights, entitlements, benefits and privileges whether under law, contract, lease or license, granted in favour of the Transferor or to which the Transferor is entitled or accustomed to, which have expired as of the Merger Effective Date, shall be deemed to continue without disruption for the benefit of the Transferor/Transferee for a period of 2 (two) years or until renewed by the relevant authorities, whichever is later. Without any liability for the non-compliance during the time specified above, the Transferee undertakes to cause the Transferor to expeditiously identify such expired consents, licenses, approvals, rights, entitlements, benefits and privileges whether under law, contract, lease or license, granted in favour of the Transferor or to which the Transferor is entitled or ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....isputes, litigation, arbitration or other judicial, regulatory or administrative proceedings against, or in relation to, or in connection with the Transferor or the affairs of the Transferor, pending or threatened, present or future, (including without limitation, any investigation, action, proceeding, prosecution, whether civil or criminal, by the Central Bureau of Investigation, the Enforcement Directorate or any other regulatory or enforcement agency), in relation to any period prior to the Completion Date or arising on account of the acquisition of control by the Transferee over the Transferor pursuant to this Resolution Plan, including in relation to the Bombay Stock Exchange and Securities and Exchange Board of India, shall stand withdrawn or dismissed and all liabilities or obligations in relation thereto, whether or not set out in the balance sheets of the Transferor or the profit and loss account statements of the Transferor, will be deemed to have been written off in full and permanently extinguished and the Transferor or the Transferee shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto notwithstanding any adverse order....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... 5.8 On the approval of this Scheme by the NCLT, shareholders and creditors of both the companies shall be deemed to have accorded all relevant consents under the Act or the Code or other applicable laws or otherwise to the same extent applicable in relation to this Scheme and all related matters set out hereto. 5.9 Upon approval of the Resolution Plan by the NCLT, immunity shall be deemed to have been granted to the Transferor Company from any actions and penalties (of any nature) under any laws for any non-compliance of laws in relation to the Transferor or by the Transferor, which was existing as on the Merger Effective Date. Pursuant to the Scheme becoming effective, Transferee Company shall, if so required under any law or otherwise, execute deeds of confirmation or other writings or arrangement with any party to any contract or arrangement to which Transferor Company is a party in order to give formal effect to the above provisions. Transferee Company shall, be deemed to be authorised to execute any such writings on behalf of Transferor Company to carry out or perform all such formalities or compliances referred to above on part of Transferor Company. 6. CONSIDER....
X X X X Extracts X X X X
X X X X Extracts X X X X
....me becoming effective the workmen and employees of the Transferor Company will be employed by the Transferee Company on their suitability and as per operational requirements. Suitable augmentation of human resources to implement the Resolution Plan will be undertaken by the Transferee Company. The Transferee Company reserves the right to replace/remove existing employees to bring in operational efficiencies in the operations. The Transferee Company may also enter into appropriate agreements with the employees of the Transferor Company in respect of their terms of employment. b) In relation to those employees of the Transferor Company who are employed by the Transferee Company after scheme becoming effective for whom the Transferor Company are making contributions to the government provident fund, the Transferee Company shall stand substituted for such Transferor Company, for all purposes whatsoever, including relating to the obligation to make contributions to the said fund in accordance with the provisions of such fund, bye laws, etc. in respect of such employees of the Transferor Company. c) On the Scheme becoming effective, all key managerial personnel of the T....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nd things done and executed by the Transferor Company during the aforesaid period in respect thereto as done and executed on behalf of the Transferee Company. 13. DISSOLUTION OF THE TRANSFEROR COMPANY With effect from the Appointed Date, the Transferor Company shall undertake a capital reduction and cancellation of its entire existing equity shareholding whereby the entire equity share capital of the Transferor Company shall stand reduced and cancelled without the requirement of writing the words "and reduced" in the corporate name and style of the Transferor Company and simultaneously merge with the Transferee Company. On the Scheme becoming effective, the Transferor Company shall stand dissolved without being wound-up. PART D - GENERAL TERMS AND CONDITIONS 14. APPLICATION TO NCLT The order passed by the NCLT under the provisions of the Code shall be deemed to order under sections 66 and 230 to 232 of the Companies Act. 15. MODIFICATION OR AMENDMENTS TO THE SCHEME a) The Transferor Company and the Transferee Company by their respective Boards of Directors, may assent to/make and/or consent to any modifications/amendments to the Scheme or to any conditions or l....
X X X X Extracts X X X X
X X X X Extracts X X X X
....not being sanctioned by the NCLT or such other competent authority and / or the Order not being passed as aforesaid before 12 months or within such further period or periods as may be agreed upon between the Transferor Company and Transferee Company by their Boards of Directors (and which the Boards of Directors of the Companies are hereby empowered and authorised to agree to and extend the Scheme from time to time without any limitation) this Scheme shall stand revoked, cancelled and be of no effect, save and except in respect of any act or deed done prior thereto as is contemplated herein or as to any rights and/ or liabilities which might have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or as may otherwise arise in law. 18. RELIEFS AND CONCESSIONS All rights, title, interest, benefits, reliefs and concessions sought in the Resolution Plan shall be deemed to be included in this Scheme and shall be deemed to have been granted. Exhibit 1 Financial Creditors included in CoC Sr. No. Name Admitted Claim Admitted Allocated in Resolution Plan (in Rs. Lakhs) (in....
X X X X Extracts X X X X
X X X X Extracts X X X X
....sp; 1 Tikam Chand Kothari 283.61 226.33 122.22 1.77% 54% 2 Ramesh Bhimraj Kothari 218.92 218.92 118.22 1.71% 54% 3 Madhukar Ramchandra Chandurkar 304.65 203.34 109.80 1.59% 54% 4 Sunil Kothari 30.98 30.98 16.73 0.24% 54% 5 Sameer Prakash Maheshwari 45.66 27.56 14.88 0.22% 54% 6 Salvia Investment & traders Pvt Ltd 34.62 25.97 14.02 0.20% 54% 7 Prashant Kothari 14.56 14.36 7.75 0.11% 54% 8 Piyush Kothari 11.5 11.44 6.18 0.09% 54% 9 Ramesh Bhimraj Kothari 10.33 10.33 5.58 0.08% 54% 10 Siddharth Creations 8.18 7.61 4.11 0.06% 54% 11 Piyush Kothari 7.4 7.4 4.00 0.06% 54% Total-B 970.41 784.24 423.49 6% 54% 1 Total Financial Creditors - A+B 5,730.49 2 Workman & Employees 2243.51 1534.79 832.77 ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....al Consideration to all stakeholders as laid out in this Resolution Plan. The amount due to the workmen and employees under the Resolution Plan shall be given priority in payment over financial creditors as per Regulation 38(1) of the CIR Regulations. It is submitted that in the event of liquidation, the amount payable to the workmen and employees would have been Rs.277.51 Lakhs. 23. Payment to related Financial Creditors: i. The claims of the Related Financial Creditors shall be settled at an amount of Rs.423.49 Lakhs (INR Four hundred twenty-three lakhs and fourty nine thousand). It is submitted that in the event of liquidation, the amount payable to the related financial creditors would have been Rs. 347.33 Lakhs. ii. The claims of the Unrelated Financial Creditors shall be settled at an amount of Rs. 5,307.00 Lakhs (INR Five thousand three hundred and sever lakhs). iii. It is submitted that in the event of liquidation, the amount payable to the related financial creditors would have been Rs.4352.91. 24. Payment to any Other liability, incl-Contingent liabilities i. Any liabilities claim and debts, both current and future, arising out of the on-going litigation....