TaxTMI 
TaxTMI 
2020 (10) TMI 583
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....arantors 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 of all the stakeholders in the Company, includi....
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....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 Resolution Plan, from time to time; (b) that as time is the essence of the Code, and to ....
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....t 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% 3 Rav's Steels Private Limited Rs. 17,70,79,394 67.65% 4 Mr. Babulal Amarchand Singhvi Rs. 2,00,00,000 7.64% Operational Creditors' ....
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.... 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, 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. 5e) PROPOSAL FOR EXISTING SHAREHOLDERS: 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....
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....fit 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/Laws, Inspection, Tax assessments, etc. or any other proceeding pending agents "SRIPL" is deemed to be settled and none of this proceeding against shall be carried forward. Proceeding for ROC Inspection, Non Compliance of various statutory provisions, and under various statutory provisions etc., shall be withdrawn & liability associated would be extinguished. 5.h) INTEREST OF STAKEHOLDERS The revival of the Corporate Debtor as going concern, as envisaged under this plan, shall contribute significantly to the so....
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....ee 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 physical possession of various company's land 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 with absolute control and management of the Company shall be handed over to the Resolution applicant or their nominated persons immediately on payment of upfront amount. j) If the CoC/Resolution professional changes the parameters & weightages in evaluation....
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....he 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 be framed as decided by TPFL/RSPL/SPV. The amount will be utilized or payment of initial resolution plan contribution. The shareholders' approval required for giving effect to this clause shall be deemed to be given as per explanation to clause 'e' of sub section (2) of section 30 of Insolvency and Bankruptcy Code 2016. t) After approval of resolution plan by the COC, the resolution professional should submit a monthly estimate of expenses for the next month and statement of expenses incurred for previous month to COC and resolution applicant for approval. Any major expenses are to be incurred after approval from COC and the resolution applicant ....
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....rsuant 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 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 fulfil 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 2....
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....n 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, PF returns, ROC returns, ROC petitions, ROC applications, stock exchange returns, SEBI returns or any other statutory returns without any penalties, interest, fees, charges etc. (xv) Working Capital Borrowings Fund requirement as referred in Financial Proposal shall be borrowed from various banks/FI's/NBFC/Others. First charge on the new current asset created after vesting date shall be ceded in favor of new banks/FI's/NBFC/Others. (xvi) Upon payment of the entire amount as per resolution plan, the charge on the all mortgage properties and all assets shall be released and the title deeds shall be handover to person authorize by TPL/RSPV/SPV. Bank/Financial creditors/Committee or creditors to issue No Dues Letter and shall release/satisfy any charge created with the Central Registry....
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....on 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 company shall be changed to new name as decided by the TPL/RSPV/SPV and as approved by the Registrar of Companies. The shareholders' approval required for giving effect to this clause shall be deemed to be given as per explanation to clause 'e' of sub section (2) of section 30 of Insolvency and Bankruptcy Code 2016. 6. RP has also filed Form - H on 18.09.2019, which has been perused and taken on record. 7. RP filed an Affidavit on 30.09.2019, in relation to the compliance under Section 30(2)(b) of the Insolvency and Bankruptcy Code (Amendment) Act, 2019, the same has been perused and taken on record. The relevant portion of said Affidavit is as under: "it is humbly submitted that the Resolution Plan submitted by the Resolution Applicant is in compliance with the Amended Provisions of The Insolvency and Bankruptcy Code (Amendment) Act, notified on 6th August, 2019" 8. RP has ....
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.... 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 by the Adjudicating Authority, if it is satisfied that the resolution plan as approved by the committee of creditors under section 30(4) meets the requirements as referred to in section 30(2). 13. Thus, before approving the Resolution plan, it is the duty of the Adjudicating Authority that it should satisfy itself that the Resolution plan as approved by the COC meets the requirements as referred to in subsection (2) of Section 30. 14. On perusal of the Resolution Plan, this Adjudicating Authority has observed that the Resolution plan placed for consideration provides for the following: a) Payment of CIRP Cost as specified U/s 30(2)(a) of IBC, 2016. b) Repayment of Debts of Operational Creditors as specified U/s 30(2)(b) of IBC, 2016. c) Provides for management of the affairs of the Corporate Debtor, after the approval of Resolution Plan, as specified U/s 30(2)(c) of IBC, 2016. d) The implementation and supervision of Resolution Plan shall be done by Insolvency ....
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....ns. 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. The Resolution Plan includes a statement under regulation 38(1A) of the CIRP Regulations as to how it has dealt with the interest of the stake -holders in compliance with the Code and Regulations thereunder. 21. It is also evident that the Resolution Plan placed before this Adjudicating Authority, was approved by the Committee of Creditors in the CoC meeting held on 31.08.2019 with 100% votes cast in favour of Approval of Resolution Plan. 22. In K Sashidhar Vs. Indian Overseas Bank & Others, decided on 05.02.2019 in Civil Appeal No. 10673/2018 with CA Nos. 10719/2018, 10971/2018 and SLP(C) No. 29181/2018, the Hon'ble Supreme Court, noticing the provisions of section 30(4), held that if the CoC had approved the resolution plan by requisite percent of voting share, then as per section 30(6) of the Code, it is imperative for the resolution professional to submit the same to the adjudicating authority (NCLT). On receipt of such a proposal, the adjudicating authority (NCLT) is required to satisfy itself that the resolution plan as approved by CoC meets t....