TaxTMI 
TaxTMI 
2020 (3) TMI 92
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.... Insolvency & Bankruptcy (Application to Adjudicating Authority) Rules 2016. 3. After considering the merits of the case, the said Petition was admitted vide an Order dated 18.05.2018 (CP No.1658/I&BP/NCLT/MB/2017). Mr. Santanu T. Ray was appointed as the Interim Resolution Professional (IRP). The said IRP was confirmed as the Resolution Professional (RP) in the first CoC meeting dated 14.08.2018. 4. In the Second CoC meeting dated 5th September, 2018, wherein the reporting of the Action taken like Arranging the Factory Visit, Preparation of Information Memorandum, Appointment of Forensic Auditor was intimated to CoC. The Resolution for following agendas were passed : (i) Approval of eligibility criteria, bid evaluation matrix, bidding process of Resolution Plan. (ii) Approval of Form G for invitation of Expression of Interest and date of Publication of the same. (iii) Approval and Ratification of CIRP Cost and its funding. 5. The RP published the invitation for Expression of Interest (hereinafter referred to as "EoI") in terms of Section 25(2)(h) of the I&B Code in English Newspaper 'Financial Express' and local newspaper 'Loksatta&#....
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....appointed in accordance with Regulation 35 of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 to determine the Fair Value and Liquidation Value of the Corporate Debtor. The RP has further appointed Batliboi & Purohit as the Forensic Auditor for the purpose of conducting a transactional Forensic Audit of the Corporate Debtor. As per the reports submitted by the valuers, the average Liquidation Value of the Corporate Debtor is Rs. 83,50,981 and the average Fair Market Value is Rs. 1,04,38,726/-. 11. In the seventh CoC meeting dated 09.01.2019, the modified Resolution Plan submitted by the Resolution Applicant, M/s. Euro Pratik Ispat (India) Private Limited along with an undertaking under section 29A of the I&B Code was submitted. The CoC, containing only one Financial Creditor, considered the same and passed the Resolution by 100% voting share, approving the Resolution Plan. It is also stated that the Resolution Applicant furnished a demand Draft of Rs. 30 lakh being 10% of the amount offered in the Resolution Plan. SUMMARY OF THE RESOLUTION PLAN 12. The Resolution Applicant, in consideration to acquire and take over the 100% ownership and ma....
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.... Rs. 189905/- claim has been received from the Regional Provident fund office Bandra Mumbai towards employee dues which shall be paid additionally by the resolution applicant over and above the resolution amount. A. Resolution Plan shall be implemented in following manner: (i) Cost of CIRP It is presumed that as the company is not under operation during the CIRP period, therefore, there are no cash flows generated by the Company to pay the CIRP Costs and the Resolution Professional. The CIRP Costs estimated by the Resolution Applicant are approximately Rs. 35,00,000 (Rupees Thirty Five Lakhs Only) and will be paid in full and in priority to any other creditor of the Company. In case the actual CIRP costs are lower than that estimate, the balance provision towards CIRP costs shall be allocated towards payment to financial creditors. In case the CIRP costs exceed the estimate, the extra costs shall be adjusted out of payment proposed for Financial Creditors such that the Total Upfront (Full & Final) Payment (including CIRP costs) proposed by the Resolution Applicant does not exceed the total resolution amount of Rs. 3,01,00,000/- (Rupees Three Crores and On....
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....e, it is proposed that the Company will continue to be managed and controlled by the Resolution Professional, Mr. Santanu T. Ray under the guidance of a Monitoring committee (the "Monitoring Committee"), comprising of one representative of Financial Creditor, the Resolution Professional (in professional capacity) and one representative of the Resolution Applicant. During this period: (i) the existing board of directors of the Company (the "Existing Board") shall stand vacated and be replaced by the members of the Monitoring Committee ("Reconstituted Board"); and (iii) the Monitoring Committee shall, subject to the provisions of this Resolution Plan, be deemed to have the same rights, powers and privileges which the Resolution Professional has during the CIRP. E. Reliefs Sought Under Resolution Plan Resolution Applicant has requested following reliefs under the Resolution Plan: (i) Licenses, Consents and Approvals The Resolution Applicant has also considered that by virtue of the order of the Adjudicating Authority approving this Resolution Plan and since the Resolution Applicant would acquire the Company on a 'going concern' basis, ....
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.... It is proposed that following the NCLT Approval Date, the Company will investigate as to veracity of any allegations in relation to the non-compliance with the terms of any contract or Clearances obtained by the Company and if so, take or cause to be taken remedial actions in this regard within a reasonable period of time, during which time, the related litigations/proceedings should be kept in abeyance and that no coercive action be taken against the Company. It is currently expected that a period of 18 months from the NCLT Approval Date will be required for the Resolution Applicant to cause the Company to remedy such underlying breaches (if found to be true). The liabilities which occurs by way of any order, judgments, decisions passed by any competent authority in respect of any application, petition, complaint filed by any person in the matter of transactions entered by company prior to NCLT approval date shall be borne by the previous management, promoters, their officer in default or any other person related to them and no criminal action shall be taken against Resolution Applicant, the SPV and the Company in relation to any breach of law committed b....
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....seeks to withdraw the plan, the amount deposited in the form of EMD shall necessarily be forfeited by the COC/Financial Creditors. The withdrawal of an approved Resolution Plan results into an automatic liquidation of the Company. Hence, to provide a deterrent effect to the non-complaint Resolution Applicant and to save the company from going into liquidation, the relief of non-forfeiture of EMD amount cannot be given. (xii) Exemption from taxes The NCLT to exempt from levying any type of Taxes and stamp duty, if any, arising on account of transactions consummated or actions undertaken pursuant to the approval of the Resolution Plan by the NCLT in accordance with the Code and not initiate any proceedings there under the provisions of Income Tax Act, 1961 with respect to the transaction, since such taxes and duties, if required to be paid, will render the Plan unviable. Further, the Waiver of principal Loan amount/and/or waiver of any other creditors as well as waiver of Interest as appearing in the books of accounts of the Corporate Debtor as on the date of NCLT order and written back in the books of account following NCLT order shall not be t....
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....lic domain and the relevant information shared by the Resolution Professional. The resolution plan complies with the provisions of Section 31 of the Insolvency and Bankruptcy Code, 2016 ("IBC") read with Regulation 36A, 37, 38 & 39 of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016. All capitalized terms used in this Resolution Plan shall have the meaning given to them in Schedule 1 (List of Defined Terms) or as otherwise defined in this Resolution Plan and if not so defined shall have the meaning ascribed to the term in the IBC. Information Conditions (a) The Resolution Plan is a confidential document and contains confidential information about the Resolution Applicant. The CoC and the Resolution Professional shall maintain the confidentiality of all information and material provided by us in this Resolution Plan or in relation thereto, or in relation to the Resolution Applicant, and such information and material shall not be disclosed in whole or in part to any person without our prior written consent, provided that it may be disclosed by the Resolution Applicant to the CoC and its and their employee....
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....nt date, as are generally necessary for ascertaining their values Information Memorandum provides data as on March 31, 2017 The latest annual financial statements for the year ending 31.03.2018 Not Available Audited financial statements of the corporate debtor for the last two financial years and provisional financial statements for the current financial year made up to a date not earlier than fourteen days from the date of the application Audited Financial Statement for FY 2015-16 & FY 2016-17 were provided. However, Audited Financial Statement for FY 2017-18 and provisional financial statement for the current FY 2018-19 were not available. A list of creditors containing the names of creditors, the amounts claimed by them, the amount of their claims admitted and the security interest, if any, in respect of such claims As per Information Memorandum. Particulars of a debt due from or to the corporate debtor with respect to related parties As per Audited Financial Statement 31.03.2017, there is no debt due to related parties. Details of guarantees that have been given in relation to the debts of the corporate debtor by other persons, specifying which of ....
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....: 08148287) 9. Name of the person (s) who is authorised by the company to submit Resolution Plan and their designation, contact no. HIMANSHU SHRIVASTAV Authorised Signatory (+91) 93002-03582 10. Shareholding pattern Annexure to Schedule 2 11. Main activities and Products Trader of Iron and Steel products. 12. List of major customers and suppliers Major Customers: Uttam Galva Metallics Limited, Wardha (MH) Sun Flag Iron & Steel Ltd., Bhandara (MH) Major Suppliers: Geomin Industries Private Limited, Jabalpur (MP) Anand Mining Corporation, Katni (MP) 13. Details of commercial Activity (Location, etc.) Company is involved in Trading activity since FY 2015-16. Its Work unit is located in 50-64, Industrial Area Hargarh, Sihora, Distt.: Jabalpur (M.P.) 482003 14. Past performance and financials as per last three years Audited Financials Annexure3 15. Relationship if any with Corporate Borrower The Resolution Applicant do not share any relationship with the Corporate Debtor. C. DETAILS OF THE RESOLUTION PLAN On the basi....
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....schedule Schedule 3 (Term and implementation of the plan) (b) Proposal relating to the management and control of the business of the Company during its term (c) Proposal relating to adequate means for supervising its implementation D. AS PER REGULATION 37 OF INSOLVENCY & BANKRUPTCY BOARD OF INDIA (INSOLVENCY RESOLUTION PROCESS FOR CORPORATE PERSONS) REGULATIONS, 2016 SHALL PROVIDE FOLLOWING DETAILS Sl.No. ITEM PARTICULARS (a) Transfer of all or part of the assets of the Company to one or more persons Yes.See Schedule 3 (b) Sale of all or part of the assets whether subject to any security interest or not Yes. See Schedule 3 (c) The substantial acquisition of shares of the Company, or the merger or consolidation of the Company with one or more persons Yes. See Schedule 3 (ca) Cancellation or delisting of any shares of the corporate debtor, if applicable Yes. See Schedule 3 (d) Satisfaction or modification of any security interest Yes. See Schedule 4 (e) Curing or waving of any breach of the terms of any debt due from the Company Yes. See Schedule 4 (f) ....
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....r audited financials of the Resolution Applicant for last 5 financial years. Attached as Annexure 3; (iv) Copy of permanent account number (PAN) of the Company Attached as Annexure 4; (v) Board Resolutions of the resolution applicant to execute the resolution plan and the definitive agreements Attached as Annexure 5; (vi) Declaration by the Resolution applicant certifying eligibility u/s. 29A of the IB Code and/or other applicable laws Attached as Annexure 6; (vii) Details of Litigation against the company Attached as Annexure 7; DECLARATION We hereby declare that we have read and understood all the terms and conditions relating to the formulation of resolution plan and hereby express our interest in the submission of resolution plan for the said Company. We further declare that the resolution plan is not in contravention of provisions of the Applicable Law and conforms to other requirements as may be specified by the Insolvency and Bankruptcy Board of India. We also hereby declare that any confidential information of the Company that has come to our knowledge or might come to our knowledge during the insolvency resolut....
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....val Date or such earlier date as intimated by the Company by way of a public announcement. EMD Earnest Money Deposit (EMD - 1 and EMD - 2) as provided in the Process Document Equity Shares The fully paid up equity share of the Company having a face value of Rs. 10 each. Existing Shareholders The existing shareholders of the Company holding 49,00,000 equity shares of Rs. 10 each as of the NCLT Approval Date. Financial Debt shall have the meaning as prescribed to such term under the IBC. FY Financial Year IBC Insolvency and Bankruptcy Code, 2016 as amended from time to time Information Memorandum The information memorandum shared by the Resolution Professional in accordance with the IBC. Insolvency Commencement Date 17Th July 2018. Euro Pratik Euro Pratik Ispat (INDIA) Private Limited Liability Any liability or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due) Monitoring Committee A committee constituting one representative of the Resolution Applicant, the Financial Creditors and the Resolution Professional each w....
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....mba (DIN: 08148287) 9. Name of the person (s) who is authorised by the company to submit Resolution Plan and their designation, contact no. SURENDRA SINGH SALUJA (+91) 93002-03582 ; 70009-61102 11. Main activities and Products Manufacturer/Trader of Iron and Steel products. 12. List of major customers and suppliers Major Customers: Uttam Galva Metallics Limited, Wardha (MH) Sun Flag Iron & Steel Ltd., Bhandara (MH) Major Suppliers: Geomin Industries Private Limited, Jabalpur (MP) Anand Mining Corporation, Katni (MP) 13. Details of commercial Activity (Location, etc.) Company is involved in Trading activity since FY 2015-16. Its Work unit is located in 50-64, Industrial Area Hargarh, Sihora, Distt.: Jabalpur (M.P.) 482003 14. Past performance and financials as per last five years Audited Financials Annexure 3 CONNECTED PERSON: A. Persons who are promoters or in control of the Resolution Applicant Sl. No. Name Of Promoters 1. Mr. Surendra Singh Saluja 2. Mr. Harneet Singh Lamba The copy of PAN Card and Aadhar is enclosed as ....
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.... Applicant i.e. Euro Pratik Ispat (India) Private Limited. ANNEXURE TO SCHEDULE 2 SHAREHOLDING PATTERN AS ON: MARCH 2018 TYPE: EQUITY SHARES FACE VALUE: Rs. 10/- EACH Sl. No. NAME OF SHAREHOLDER NO. OF SHARES PERCENTAGE OF SHARES 1. Suresh D Gala 33,324 0.24% 2. Dhiraj D Gala 10 0.00% 3. Dharmi Sales P Ltd. 5,715 0.04% 4. MRA Global Pvt Ltd. 30 0.00% 5. R.B.M. Finance Pvt Ltd. 4,37,116 3.20% 6. Vista Sales Private Limited 8,73,805 6.39% 7. Linkup Vintrade Private Limited 25,000 0.18% 8. Truthful Dealcomm Private Limited 50,000 0.37% 9. Sanskar Commodeal Pvt. Ltd. 25,000 0.18% 10. Silverson Logistic Private Limited 25,000 0.18% 11. Everfast Infrastructure Pvt Ltd 12,500 0.09% 12. Jagdhara Dealcomm Private Limited 12,500 0.09% 13. Laxman Prasad Agrawal On Behalf Of Laxman Prasad Agrawal (HUF) 4,10,000 3.00% 14. Laxman Prasad Agrawal 50,000 0.37% 15. Rajendra Prasad Agrawal 1,00,000 0.73% 16. Manoj Agrawal 1,00,000 0.73% 17. Rakesh Kumar Agrawal 30,000....
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.... seek necessary directions from the Adjudicating Authority in connection with actions to be undertaken or filings to made with registrar of companies, and/or any other statutory or regulatory authority in connection with matters contemplated herein. I. NCLT APPROVAL DATEACTIONS The following actions shall have been deemed to have taken simultaneously and without any further action, deed by any Person on the NCLT Approval Date: 1. The existing board of directors of the Company shall automatically be replaced by the members of the Monitoring Committee; 2. The moratorium under Section 14 of the IBC shall be deemed to continue until the Effective Date. 3. The Powers of Attorney (POA) and/or other authorizations or mandates (including the sub-delegations of POA, if any, by the Attorneys), in whatsoever form, issued by the Company prior to the NCLT Approval Date to any person to enable such person to carry out various functions of the Company shall stand revoked and rescinded. 4. The EMD deposited by the Resolution Applicant in accordance with the terms and conditions of the Process Document to be paid out for payment of Upfront (Full....
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....ty Shares at face value of Rs. 10/- and/or through Unsecured loan by itself or through its group companies/relatives of promoters. 3. The Board of the Corporate Debtor shall pass the following resolutions unanimously on the Effective Date: (i) Issue and allot the Equity Shares at face value and without premium to the Resolution Applicant and its nominees, free of all encumbrances (or such part thereof as determined by the Resolution Applicant) in deemed compliance of relevant provisions of the Companies Act 2013 and other prevalent provisions of law. The nominees will hold one Equity Share each in their name jointly with the Resolution Applicant; (ii) Avail any debt (as infused by or arranged by the Resolution Applicant); (iii) Authorise the directors, company secretary and any other authorised person of the Corporate Debtor for making of entries in, and updating, the register of shareholders/directors of the Corporate Debtor to reflect the aforesaid changes and file requisite forms and returns on behalf of the Corporate Debtor with the jurisdictional Registrar of Companies; 4. Simultaneous with the Capital Reduction, the Equity Shares s....
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....rther approval or consent shall be necessary from any other Person/Governmental Authority in relation to either of these actions under any agreement, the existing constitution documents of the Company or under any applicable law. 7. On the Effective Date, the registered office of the Company shall be deemed to be shifted to Tulsi Terrace, 3rd Floor, 275, S B S Road, Fort, Mumbai (M.H.) 400001 immediately on NCLT Approval Date with no further deed or action. 8. All shareholder resolutions and approvals from creditors required for the implementation of this Resolution Plan including under Companies Act, 2013 for the transactions contemplated in this Schedule following the Effective Date would be deemed to have been granted. 9. The Monitoring Committee shall handover all passwords, bank account, cheques,documents/ERP system access etc. to the Resolution Applicant only on payment of the Upfront Payment of 3.01 crore by the Resolution Applicant to the Financial Creditor and the Committee shall thereafter cease to exist and its powers shall stand terminated. 10. All authorisations/powers of attorney provided by the Corporate Debtor shall cease to have ....
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....constituted Board"); and (iii) the Monitoring Committee shall, subject to the provisions of this Resolution Plan, be deemed to have the same rights, powers and privileges which the Resolution Professional has during the CIRP. Notwithstanding the aforementioned powers conferred on the Reconstituted Board, on and from the NCLT Approval Date until the Effective Date (both days inclusive), the Monitoring Committee, the Resolution Professional and the Reconstituted Board shall not undertake any of the following actions: (a) entry by the Company into unrelated line of business; (b) any acquisition or disposition of assets by the Company; (c) any capital expenditure; (d) any merger, demerger, reorganisation or dissolution of the Company; (e) establishment of subsidiaries, joint ventures and/or partnerships by the Company; (f) any issuance or allotment of any securities in favour of any Person; (g) any change to the accounting or tax policies of the Company; (h) giving/incurring any indebtedness by the Company; (i) revision in the wages/salaries or any remuneration including perquisites payable to the....
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....mpany to recover any amounts due to the Company from any third party including any Related Parties of the Company and there shall be no set-off of any such amounts recoverable by the Company against any amount paid by the Company or any liability extinguished pursuant to this Resolution Plan. However the Company and the RA shall not have any right over any recoveries made from filing of any avoidance application under the IBC which shall solely accrue to the financial Creditor and the cost of pursuing such litigation will also be borne by the Financial Creditor. 2. Carry Forward losses The Corporate Debtor shall be considered as a closely held company for the purposes of Section 79 read with Section 2(18) of the Income tax Act, 1961. Having said that the change in the shareholding of the Corporate Debtor pursuant to this Resolution Plan approved by the NCLT shall not result to lapse of any brought forward losses of the Corporate Debtor, and NCLT shall accord its approval to the Resolution Plan under the Code after affording a reasonable opportunity of being heard to the jurisdictional principal commissioner or commissioner of Income tax. 3. Manageme....
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....an becomes invalid for reasons other than by breach by the Resolution Applicant of the terms of the Resolution Plan, the Resolution Applicant reserves the right to apply to the Adjudicating Authority for appropriate modification of such provisions of the Resolution Plan, with the prior approval of the CoC, and such invalidity and/or unenforceability of the provision of the Resolution Plan shall not render the whole Resolution Plan ineffective, unless otherwise directed by an order of the Adjudicating Authority. In case any such modification is required in the Resolution Plan after the receipt of Adjudicating Authority's approval, to comply with any applicable laws currently in force or to apply for certain approvals as required under the Resolution Plan or for any other requirements, without prejudicing to the economic interest of any person entitled to receive any payment as contemplated under this Resolution Plan, the Resolution Applicant can do so only after approval of the Adjudicating Authority. SCHEDULE 4 FINANCIAL PROPOSAL FOR ALL STAKEHOLDERS 2. MANDATORY CONTENTS OF THE RESOLUTION PLAN If this Resolution Plan is approved by the Co....
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....s such that the Total Upfront (Full & Final) Payment (including CIRP costs) proposed by the Resolution Applicant does not exceed the total resolution amount of Rs. 3,01,00,000/- (Rupees Three Crores and One Lakh only). Proposal for Financial Creditors i. According to List of Creditors of the Company as provided in the information memorandum ("List of Creditors"), total claims filed by the 'financial creditors' of the Company(the "Financial Creditors") amount to INR 34,97,01,150 out of which claims aggregating to INR 34,97,01,150 have been verified and admitted for the purposes of CIRP by the Resolution Professional ("Admitted Financial Debt").Of the Admitted Financial Debt: (a) the verified and admitted claims of the secured Financial Creditors (the "Secured Financial Creditors") amount to INR 34,97,01,150;and (b) the verified and admitted claims of the unsecured Financial Creditors (the "Unsecured Financial Creditors") amount to NIL. (c) Rs. 189905/- has been claimed by the Provident Fund office as PF dues to workers. and the same has been admitted. ii. All other claims relating to bank guarantees or letters of credit a....
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....ges etc. in relation to the Financial Debt of the Company, arising on or after commencement of the CIRP in respect of the Company and until the NCLT Approval Date will by virtue of the order of the Adjudicating Authority approving this Resolution Plan be: (I) written off in full and shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving the resolution plan and with effect from the date of Upfront (Full & Final) Payment. (II) be deemed to have stopped accruing on and from insolvency commencement date and the Company and the Resolution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. vi. Any and all other dues including claims or demands made by or liabilities or obligations owed or payable to (including any demand for any losses or damages, principal, interest, compound interest, penal interest, liquidated damages, notional or crystallised mark to market losses on derivatives and other charges already accrued/accruing or in connection with any third party claims) any actual or potentia....
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.... obligation, liability or duty in relation thereto. viii. Any security, indemnity, pledge, charge, encumbrance, or any other form of collateral (whether over immovable, movable assets, fixed deposits, margin money, cash collateral or any other rights or privileges at any time prior to NCLT Approval Date shall, in accordance with Regulation 37 of the CIRP Regulations, stand permanently extinguished on and with effect from the date of Upfront Payment pursuant to the approval of this Resolution Plan by the Adjudicating Authority. All title deeds and other documents held by the Financial Creditors and such stakeholders that have security or on their behalf relating to any security, indemnity, pledge, charge, encumbrance, or any other form of collateral (whether over immovable, movable assets, fixed deposits, margin money, cash collateral or any other rights (including subrogation rights arising out of invocation of guarantees) shall be returned to the Company upon the receipt of the Upfront Payment in accordance with the Plan. ix. If any person has issued any guarantee, indemnity, letters of comfort, letters of support, credit comforts, sponsor supports or undertaken ....
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....s filed by Operational Creditors (excluding workmen and govt dues & taxes) amounts to NIL which have been verified and admitted for the purposes of CIRP by the Resolution Professional ("Admitted Operational Creditor Debt "). (b) no claims in relation to workmen's dues have been received by the Resolution Professional and consequently the workmen's dues as verified and admitted by the Resolution Professional is nil. ii. The Liquidation Value is insufficient for payment to the Operational Creditors of the Company as the Liquidation Value is insufficient to satisfy the claims of even the Secured Financial Creditors in full. and nil payment has been proposed under the Resolution Plan towards claims of Operational Creditors whether filed or not, whether admitted or not, whether asserted or not and whether or not set out in the balance sheets of the Company or the profit and loss account statements of the Company or the List of Creditors and no source has been identified for such payment under this Resolution Plan. iii. Any and all other claims or demands, or liabilities or obligations owed or payable to (including but not limited to any Operational Deb....
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.... thereto. iv. Accordingly, (a) Upon payment of the Upfront (Full & Final) Payment, the contracts relating to: (I) the Dissenting Financial Creditors shall be terminated immediately (and without any further notice) on and from the date of payment of the Liquidation Value owing to such Dissenting Financial Creditors; (II) the Approving Financial Creditors shall be terminated against the Resolution Applicant and the Corporate Debtor (and without any further notice) on and from the date of payment of Upfront (Full & Final) Payment Amount in accordance; and (b) The Operational Contracts for conduct of the business of the Company, and all other contracts entered into by the Company with any counterparty (shall be deemed to be terminated, and all liabilities, damages or claims arising therefrom, 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 NCLT Approval Date, be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Co....
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....icant shall be applicable to the employees and workmen of the Company and to the extent there is any inconsistency between the employee and workmen policies of the Resolution Applicant and the Company, the terms of the employee and workmen policies of the Resolution Applicant shall be applicable. Such change in the terms and conditions of the employee and workmen policies shall not be considered as terms less than favorable to the and no retrenchment compensation shall be payable under the Industrial Disputes Act, 1947 or any other law or contract. OUTSTANDING GOVT. DUES, TAXES, ETC. i. Total claims filed and admitted of Government and Statutory Authority dues amounts to INR Nil for the purposes of CIRP by the Resolution Professional ("Admitted Operational Creditor Debt").There is no Liquidation Value owing in respect of outstanding government dues, taxes, and other liabilities of the Company (which are in the nature of debt owed to Operational Creditors of the Company). Therefore, NIL payment has been proposed under the Resolution Plan towards payment of any outstanding government dues, taxes, and any other liabilities of the Company and no source has been identi....
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...., shall be written off in full and shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company, the Resolution Applicant and shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. All notices, assessments, appellate or other proceedings pending or threatened in relation to the Company, in relation to any period prior to the NCLT Approval Date or arising on account of the acquisition of control by Resolution Applicant over the Company pursuant to this Resolution Plan, or on account of the measures contemplated under this Resolution Plan shall stand terminated and withdrawn and all consequential liabilities, if any, shall, in accordance with Regulation 37 of the CIRP Regulations, stand extinguished and be considered as not payable by the Company on and with effect from the date of payment of Upfront Payment by the Resolution Applicant by virtue of the order of the Adjudicating Authority approving this Resolution Plan and any re-assessment, revision or other proceedings under the provisions of a....
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....ution Applicant shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. Proposal for other stakeholders (including other creditors) i. In relation to any other person (including creditors and/or stakeholders (who is entitled to receive any amounts under Section 53 of the IBC)) whose claims have not been covered above or who makes any claims in the future, there will be no funds available for payment to them as the Liquidation Value is insufficient. Therefore, NIL payment has been proposed under the Resolution Plan towards payment to such creditors and/or stakeholders and no source has been identified for such payment under this Resolution Plan. ii. Any and all claims or demands in connection with or against the Company and all liabilities or obligations of the Company (including any demand for any losses or damages or in connection with any third party claims or any investigations by any governmental bodies or authorities) both present and future by or to any other stakeholder (who is entitled to receive any amounts under Section 53 of the IBC) including those under Section 53(1)(b) of the IBC or any other act....
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....her or not set out in the balance sheets of the Company or the profit and loss account statements of the Company or List of Creditors, will be written off in full and shall, in accordance with Regulation 37 of the CIRP Regulations, be deemed to be permanently extinguished, by virtue of the order of the Adjudicating Authority approving this Resolution Plan and the Company, the Resolution Applicant and the shall at no point of time be, directly or indirectly, held responsible or liable in relation thereto. It is clarified that the beneficiary of any guarantees issued on behalf of the Company and the guarantor thereof will do all acts and execute all agreements/documents as may be necessary to give effect to the extinguishment of the subrogation rights of such guarantor of the Company. PROPOSAL FOR EXISTING SHAREHOLDERS i. Pursuant to the effect of the Capital Reduction as of the Effective Date and in accordance with Schedule III of this Resolution Plan, existing issued equity share capital of Rs. 49,00,000 (Rupees Forty Nine Lakhs) equity shares divided into 4,90,000 equity shares of Rs. 10 each shall stand cancelled for NIL consideration. ii. All ....
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.... and applicable law. v. Upon approval of this Resolution Plan by Adjudicating Authority, any agreement executed between the Company and its shareholders shall stand terminated without any further action or deed and all liabilities and obligations of the Company under such agreements executed between the Company and its shareholders and their respective successors assigns, transferees shall stand extinguished and cancelled for no consideration. vi. All present and future, claims, dues, liabilities, amounts, arrears, dividends or obligations owed or payable by the Company to the Existing Promoters or any subsidiary, associate company, related party, joint ventures, affiliate of the Company or any such entity or person controlled by the Existing Promoters (or any lenders or financial creditors of such persons) or any holder of any securities (whether convertible into equity shares or not) of the Company prior to the NCLT Approval Date whether admitted or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, whether or not set out in the balance sheets of the Company or the profi....
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....oint of time be, directly or indirectly, held responsible or liable in relation thereto. For avoidance of any doubt, any proceedings, inquiries, investigations, orders, show cause, notices, suits, litigation etc., whether civil or criminal, that are initiated or instituted pre or post of the approval of the Resolution Plan by any person on account of any transactions entered into, or decisions or actions taken by, such existing promoters, shareholders, managers, directors, officers, employees, workmen or other personnel of the company with the said person, in such circumstances, the Resolution Applicant or the Company shall not be held liable in any manner and the previous promoters, management, officer, employees and any person related to previous promoters shall be held liable for the same. Statement in relation to dealing with all stakeholders This Resolution Plan for the Company has dealt with the interests of all the stakeholders in the Company, including the Financial Creditors (whether secured or unsecured, assenting or dissenting), Operational Creditors and all other stakeholders of the Company and to the extent possible, provided for payments to ....
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....orporate Debtor, the resolution applicant will make market study of the Iron & Steel product and viability of the manufacturing it with respect to Government guidelines & policies. Being in the same field, the resolution applicant can bring in experts in order to commence commercial operations of the unit. With a strong net-worth of Rs. 71 Crores, the resolution applicant can infuse required working capital in order to sustain the unit. The resolution applicant also has ready suppliers and customers on account of its existing business operations in the same area. The resolution applicant proposes to upgrade and modernize the plant & machinery acquired under CIRP for future sustainability depending on the viability study undertaken. However, in case of unfavourable market conditions of the industry, the resolution applicant may decide to liquidate the assets acquired in part or lump-sum transfer. Assets of the Company Notwithstanding anything stated herein, on and with effect from the date of Upfront Payment of Rs. 3.01 Cr, the Resolution Applicant has the right, at its sole and absolute discretion, to dispose of any ass....
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....ng Authority, all actions stated in this Resolution Plan shall be deemed to be approved. Accordingly, any action or implementation of this Resolution Plan shall not be a ground for termination of any Clearances or the like that has been granted to the Company or for which the Company has made an application for renewal or grant. (iii) Licenses, Consents and approvals The Resolution Applicant has also considered that by virtue of the order of the Adjudicating Authority approving this Resolution Plan and since the Resolution Applicant would acquire the Company on a 'going concern' basis, all consents, licenses, approvals, rights, entitlements, benefits and privileges whether under law, contract, lease or license, granted in favour of the Company or to which the Company is entitled or accustomed to shall, notwithstanding any provision to the contrary in their terms and notwithstanding that they may have already lapsed or expired due to any non-compliance or efflux of time, be deemed to continue without disruption for the benefit of the Company and the Resolution Applicant for a period of 18 months from the NCLT Approval Date or until the period mentione....
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....o them. (vi) All domain names, servers, being currently used by the Company to the extent not owned shall continue to be available for use by the Company for a period of 3 months from the NCLT Approval Date. (vii) There shall be no adverse effect on the rights of the Company over its immoveable properties. (viii) On and from the Effective Date, the Resolution Applicant shall have the right to replace the existing auditors of the Company and appoint new auditors as deemed fit by the Resolution Applicant. (ix) Any right of subrogation, reimbursement, recompense, under any corporate guarantee, letters of comfort or similar instruments of debt or any obligation provided by any promoter, affiliate or Related Party of the Company shall stand extinguished and become null and void as of the NCLT approval date, on and from the date of Upfront Payment. (x) Each of the directors whose offices are being vacated pursuant to the provisions of the Resolution Plan, the Related Parties whose Contracts are being terminated pursuant to this Resolution Plan shall have no claim against the Company either in law or tort including on account of any loss of off....
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.... entitlements. In avoidance of doubt, in case the resolution plan is withdrawn, the amount deposited in the form of EMD shall not be forfeited by the CoC/Financial Creditors and the Resolution Applicant shall not be liable to pay any amount to Resolution Professional and CoC/Financial Creditors (xv) Clean Titles on movable and immoveable property All rights, titles and benefits relating to the movable and immovable properties of the Corporate Debtor after receipt of full Resolution Amount by Financial Creditors as per Resolution Plan shall be vested in the Corporate Debtor free of any title defects or Encumbrances. Resolution Applicant shall have "no recourse" against the Financial Creditor regardless of grant of such reliefs, concessions and entitlements. In avoidance of doubt, in case the resolution plan is withdrawn, the amount deposited in the form of EMD shall not be forfeited by the CoC/Financial Creditors and the Resolution Applicant shall not be liable to pay any amount to Resolution Professional and CoC/Financial Creditors (xvi) RBI confirmation on status of Account: From the date of Upfront Payment of 3.01 cro....
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....ourse" against the Financial Creditor regardless of grant of such reliefs, concessions and entitlements. In avoidance of doubt, in case the resolution plan is withdrawn, the amount deposited in the form of EMD shall not be forfeited by the CoC/Financial Creditors and the Resolution Applicant shall not be liable to pay any amount to Resolution Professional and CoC/Financial Creditors (xix) Submission of Documents with competent authority In future any notice is issued against the Company by any authority to produce the documents pertaining to period prior to NCLT Approval Date and such documents are not provided by Corporate Debtor to the Resolution Applicant, under such circumstances, the Resolution Applicant and the company shall not be liable to produce those documents & details before the competent authority and no penalty or liability shall incur on Resolution Applicant and the company on non-submission of said details & documents and no claims pertaining to period prior to NCLT Approval Date shall be liable on the Resolution Applicant. Resolution Applicant shall have "no recourse" against the Financial Creditor regardless of grant of such....
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.... personal guarantee, corporate guarantee provided by the erstwhile promoters/directors/guarantors of the Corporate Debtor shall be in subsistence and financial creditors shall have the right to continue and proceed against the erstwhile promoters/directors/guarantors in civil/criminal liabilities which shall not include corporate debtor (xxiii) Creditors to Withdraw all proceedings All creditors of the Corporate Debtor to withdraw all legal proceedings commenced against the Corporate Debtor in relation to Claims, including all criminal proceedings, proceedings under Section 138 of the Negotiable Instruments Act, 1881 and proceedings under SARFAESI and RDDBFI, after full and final payment made to the Financial Creditors as per Resolution Plan. However, it is clarified that all the liabilities, personal guarantee, corporate guarantee provided by the erstwhile promoters/directors/guarantors of the Corporate Debtor shall be in subsistence and financial creditors shall have the right to proceed against the erstwhile promoters/directors/guarantors which shall not include corporate debtor. FINDINGS 17. On hearing the submissions made by the Ld. Counsel for th....