TaxTMI 
TaxTMI 
2020 (10) TMI 583
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....including any assignees and successors), guarantors and all other stakeholders affected by the Resolution Plan and that accordingly, the approval of such employees, members, Creditors, guarantors and other stakeholders (including any Governmental Authorities) shall not be separately required to be undertaken, whether before or after the Vesting Date, for implementation of various actions proposed to be taken pursuant to this Resolution Plan; 1.2. To pass an order directing that in addition to the extinguishment of liabilities of the Company in accordance with the provisions of the Resolution Plan, all inquiries, investigations or proceedings in relation to any and all claims or demands in connection with or against the Corporate Debtor, in relation to any period prior to the Vesting Date, and all the investigations, inquiries or show-cause, whether civil or criminal, in relation to any claims or demands in connection with or against the Corporate Debtor will abate and be written off in full and shall be, and be deemed to be, permanently extinguished as on the Vesting Date; 1.3. To pass an order confirming that this Resolution Plan for the Company has dealt with the interests ....
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....its, fees, commissions, perquisites or profits extended by the Company to the Existing Shareholders or their relatives shall be deemed to be terminated and extinguished on and from the NCLT Approval Date, and the Company will not have any further obligation to provide the same; 1.10. To pass an order under Section 31(3) of the Code that from the date of approval of the Resolution Plan by this Hon'ble Adjudicating Authority: a) The moratorium order passed by the Adjudicating Authority under section 14 shall cease to have effect; and b) That the resolution professional shall forward all records relating to the conduct of the corporate insolvency resolution process and the resolution plan to the Board to be recorded on its database. 1.11. To pass orders in respect of such incidental, consequential and supplemental matters as are necessary to ensure that the Resolution Plan is fully and effectively carried out, including: (a) that liberty be reserved to the Company, Resolution Applicant and to all other persons interested in the Resolution Plan to apply to the NCLT for any direction(s) that may be necessary for the purpose of carrying out the Resolu....
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....ion values and fair values were also put forth before the CoC in compliance with Regulation 35(2) of the CIRP Regulations. 2.4. That the Resolution Professional has issued Evaluation matrix in relation to the evaluation of the resolution plan as per Regulation 36A. 2.5. That after due deliberation in the light of qualitative as well as quantitative parameters, the CoC examined the viability and feasibility of the three Resolution Plans and resolved during their meeting on 31.08.2019, that the Resolution Plan submitted by the consortium of M/s. Terapanth Foods Ltd. and M/s. Rav's Steels Pvt. Ltd. was the most feasible plan considering the interest of the Corporate Debtor and all its stakeholders. The total votes cast were 100%. The minutes of CoC meeting held on 31.08.2019 have also been submitted as Annexure 8 to the present IA filed by the RP. 3. The latest list of creditors as stated by the RP is as under: Financial Creditors' Claims: S. No. Name of Financial Creditor Amount (in Rs. ) Percentage 1 Sai Balaji Induction Furnaces Private Limited Rs. 3,41,88,684 13.06% 2 Amruth Foods Rs. 3,05,00,000 11.65% &nbs....
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....bsp; 1 Arka Carbon fuel Pvt. Ltd 0.73 0.39 0.00 1.07% 2 Swasthik Coal Corporation Pvt. Ltd 5.97 2.12 0.02 1.07% 3 Hemang resources 1.00 0.92 0.01 1.07% 4 Magnifico Minerals Pvt. Ltd 5.95 5.88 0.06 1.07% c Employee and Workmen Due 0.16 0.00 - - D Other Creditors/Due/Claim Electricity Charges 0.22 0.00 - - Security Charges 0.01 0.00 - - E Preference Shareholders/Existing Equity Share Holders - - - - Total Rs. 40.55 Rs. 35.49 Rs. 17.85 50% *** The Amount due to the operational creditors under this resolution plan shall be given priority in payment over financial creditors. 5.b) CIRP COST: The CIRP Cost will be paid within 30 days of the NCLT Approval Date. 5c) OUTSTANDING GOVERNMENT DUES, TAXES, ETC: All Government and Non-government dues, Secured dues, unsecured dues, statutory dues, dues to Income Tax, Tax Deducted/Collected at Source, Sales Tax of various states, Excise Duty, Custom Duty, Registrar....
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....y noncompliance arising under any tax and duty benefit scheme (including, the Export Promotion Credit Guarantee Scheme), the relevant Government Authority (including, without limitation, the Director General of Foreign Trade) shall waive all such non- compliances by the Corporate Debtor without levying any fee, penalty or additional duty, and the Corporate Debtor shall be allowed sufficient time (and in any event not less than two years from the Vesting Date) to fulfill its obligation under such tax and duty benefit schemes (including, any export obligations contained therein). The Resolution Applicant shall be granted a waiver, from all actions, Proceedings or penalties and any applicable Law for any Non- compliances, for an additional period of 24 months starting from the day following the Vesting Date. Any contingent liabilities, Litigation, Court cases, Income tax Search/Survey proceedings, Investigation, Non deduction/Delay deduction/Non Payment of tax deducted/collected at Source, Provident Fund cases, Employee State Insurance Cases, Excise Duty, Custom Duty Cases, Various States Sales tax cases, Non-compliance of Registrar of Company filling, Income Tax Filling, Sales tax....
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....lidity: The Resolution Plan is valid until the expiry of the time for the corporate insolvency resolution process ('CIRP'), and unless the Resolution Plan is approved by the Hon'ble Adjudicating Authority, this proposal contained in this Resolution Plan shall expire on the expiry of the time for CIRP. g) All Government and Non-government dues, Secured dues, unsecured dues, statutory dues, dues to Income Tax, Tax Deducted/Collected at Source, Sales Tax of various states, Excise Duty, Custom Duty, Registrars of Company, Due to revenue authority, Employee dues, Power/Electricity Dues, various statutory cases, Provident fund/Employee State Insurance/Any other contribution to employee fund, Gratuity, or any other due by whatever name called of SRIPL shall be paid as per financial proposal. No liability for any dues shall lie on the SRIPL apart from amount under this Financial Plan and Resolution Plan. h) The Resolution Plan does not contravene any of the provisions of the law for the time being in force and shall conform to such other requirements as may be specified by the Board under the Code and accepted by the Resolution Applicant. i) The physi....
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.... q) On initial payment, peaceful vacant possession shall be provided of the all properties including land of 65.170 Acres situated at Nemkal and Hirdehal Village of Bommanahal Mandal or any other land together with other premises, shed, building, civil works, plant & machinery, equipment's, electrical, utilities, infrastructure created. Intangible assets and other assets. r) All the assets of the Company including assets as mentioned in Section 36(3) of The Insolvency and Bankruptcy Code, 2016 shall continue to be absolutely owned, operated, possessed and under control of SRIPL managed by new promoter of TPL/RSPV/SPV. s) The existing equity shares i.e. 70,00,000 Equity Shares (old) of Rs. 10/-each (Share capital of Rs. 7,00,00,000/-) shall be cancelled as per regulation 37(ca) of IBBI (Insolvency Resolution process for corporate person) Regulations. SPV shall subscribe to Share Capital of Company i.e. Rs. 2.00 Crores (20,00,000 New Shares @ Rs. 10.00 each allotted at par) within 30 days of vesting date (i.e. date of receipt of final approved order of NCLT). New-amended Memorandum of association and Article of association of the company shall ....
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....lution Plan, since payment of these amounts may make the Resolution Plan unviable. Foregoing reference to Taxes shall include the following: Transaction Cost Relevant Governmental Authority Any transfer premiums or charges, change of ownership/control charges payable in connection with the implementation of this Resolution Plan and the consequent change in the ownership and control of the Corporate Debtor. Includes but is not limited to: Telangana state Industrial Infrastructure Corporation, Government of Telangana Telangana State Government Andhra Pradesh Industrial Infrastructure Corporation Andhra Pradesh State Government (iv) All actions undertaken pursuant to implementation of the Resolution Plan approved by the Adjudicating Authority shall be deemed to be exempt from any Tax and stamp duty. (v) Upon approval of the Resolution Plan by the Adjudicating Authority, all Non-Compliances of the Corporate Debtor for the period prior to the Vesting Date (including but not limited to those relating to Tax), shall be deemed to be waived by all the Governmental Authorities. In relation to any non- compliance a....
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....t the taxable profits of future year's in spite of non-filing of returns/delayed filing of IT returns and change in shareholding. (xii) Without prejudice to the generality of the above, upon approval of the Resolution Plan by the Adjudicating Authority, the Ministry of Environment, Forest and Climate Change, the Central Pollution Control Board, the Telangana State Pollution Control Board, the Central Pollution Control Board, Inspector/Chief Inspector of Factories, Controller of Explosives, Chief Inspector of Boilers, Forest and Ecology Department, Telangana, Reserve Bank of India, and all other Governmental Authorities concerned shall waive all Non-Compliances by the Corporate Debtor under Applicable Law prior to the Vesting Date (including but not limited to any Non Compliances under any Applicable Laws pertaining to anti-bribery and prevention of money laundering. (xiii) The brought forward losses as per books of accounts shall be carried forward and allowed to be set off against future book profit for MAT purpose. (xiv) A time of one year from vesting date shall be provided for filling of pending GST returns, TDS returns, IT returns, ESI returns, P....
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.... in NCLT and after Allotment of initial Subscription. Other professional/consultant shall be appointed as decided by TPL/RSPV. w) If after approval of plan by Adjudicating authority and payment made by the resolution applicant under this plan if the implementation of the plan is restricted by any higher tribunal/court then COC shall refund the entire amount paid by the Resolution Applicant with interest of 12% p.a. x) In case the resolution plan submitted is not approved by the Adjudicating Authority within one year the same shall stand withdrawn and no liability shall lie on the resolution applicant. Provide that the period of one year may be extended at option of the TPL/RSPV/SPV. y) State government incentives for revival of sick unit are to be provided to the SRIPL. The following incentives shall be provided. SGST exemption for 12 months Power reimbursement @ Rs. 2.00 per unit of power consumed for 12 months Interest reimbursement @ 5.00% for 12 months on loan from banks/Financial Institutions Stamp duty waiver for mortgage, hypothecation or other transactions for a period of 1 years. z) The name of the com....
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.... c) Provides for the management of the affairs of the Corporate debtor after approval of the resolution plan; d) The implementation and supervision of the resolution plan; e) Does not contravene any of the provisions of the law for the time being in force f) Confirms to such other requirements as may be specified by the Board. 11. Section 30(4) of the Code as it stands at present after the amendment reads as follows: - "(4) The committee of creditors may approve a resolution plan by a vote of not less than sixty-six percent, of voting share of the financial creditors, 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 secured creditor and such other requirements as may be specified by the Board." 12. Section 30(6) of the Code enjoins the resolution professional to submit the resolution plan as approved by the committee of creditors to the Adjudicating Authority. Section 31 of the Code deals with the approval of the resolution plan ....
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....RP inter-alia has certified as under: i. The said Resolution Plan complies with all the provisions of the Insolvency and Bankruptcy Code 2016 (Code), the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016 (CIRP Regulations) and does not contravene any of the provisions of the law for the time being in force. ii. The Resolution Applicant M/s. Terapant Foods Limited and M/s. Rav's Steels Private Limited as consortium/connected parties has submitted an affidavit pursuant to section 30(1) of the Code confirming its eligibility under section 29A of the Code to submit resolution plan. The contents of the said affidavit are in order. iii. The said Resolution Plan has been approved by the CoC in accordance with the provisions of the Code and the CIRP Regulations made thereunder. The Resolution Plan has been approved by 100% of voting share of financial creditors after considering its feasibility and viability and other requirements specified by the CIRP Regulations. iv. The voting was held in the meeting of the CoC on 31st August, 2019 where all the members of the CoC were present. 20. ....
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....of such review having been clearly laid down in K. Shashidhar (supra). 25. In view of the discussions in the foregoing paragraphs, the 'Resolution Plan' filed with the Application meets the requirements of Section 30(2) of the I&B Code, 2016 and Regulations 37, 38, 38(1A) and 39 (4) of IBBI (CIRP) Regulations, 2016. The 'Resolution Plan' is also not in contravention of any of the provisions of Section 29A. Hence, this Adjudicating Authority is satisfied that the Resolution Plan is in accordance with Law. Therefore, the 'Resolution Plan' annexed with Application bearing IA No. 779 of 2019 filed in CP(IB) No. . 344/9/HDB/2018 is hereby approved, which forms part of this Order and which shall be binding on the corporate debtor and its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force, such as authorities to whom statutory dues are owed, guarantors and other stakeholders involved in the resolution plan. 26. However, the Resolution Plan approved shall not construe any waiver to any statutory obligation....