TaxTMI 
TaxTMI 
2019 (11) TMI 1593
X X X X Extracts X X X X
X X X X Extracts X X X X
....n 10 of The Code read with Rule 7 of The Insolvency & Bankruptcy (Application to Adjudicating Authority) Rules 2016 in January 2018. 3. After considering the merits of the case, the said Petition was admitted vide an Order dated 14.05.2018 (CP No.156/I&BP/NCLT/MB/2018). Mr. Krishna Chamadia was appointed as the Interim Resolution Professional (IRP). The confirmation of the said IRP as the Resolution Professional (RP) was voted on in the first CoC meeting dated 15.06.2018. In the second CoC meeting dated 17.06.2018, the said IRP was confirmed as RP with 100% voting of CoC. 4. On 28.05.2018, the IRP made the Public announcement as per Regulation 6 of the CIRP Regulations in Form A in Business Standard, Navbharat Times and Maharashtra Times, inviting submission of proof of claims from the creditors of Ricoh on or before 08.07.2018. 5. The IRP prepared a List of Creditors in terms of Regulation 13 of the CIRP Regulations given as below: Particulars Admitted Claims (Rs.) Financial Creditors 17,28,28,11,914/- Operational Creditors (Suppliers) 7,90,16,89,100/- Operational Creditors (Workmen & Employees) 1,14,95,484 Statutory Liabilities Nil Other ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....mission of resolution plans was extended from time to time considering the requests made by the PRAs. 15. Finally, on 08.01.2019, the RP received resolution plans from two Resolution Applicants: i. Kotak Investment Advisor Limited ("Kotak"). ii. Karvy Data Management Systems Limited ("Karvy"). 16. In the Ninth CoC meeting dated 09.01.2019, both the resolution plans were opened. Karvy had not furnished the Bid Bond Guarantee and hence, the CoC decided to grant one week's time to cure the non-compliance. 17. On 11.01.2019, the RP received an email from WeP Peripherals ("WeP") stating that it could not file the resolution plan due to unavoidable circumstances, seeking condonation of delay and an extension of time till 14.01.2019 to submit its resolution plan. The request was acceded to by the RP. 18. WeP submitted its resolution plan jointly with Sattva Real Estate Private Limited on 13.01.2019. In the 11th CoC meeting dated 24.01.2019, the CoC ratified the consideration of the WeP Plan which was submitted after the last date. 19. On 27.01.2019, the consortium of Kalpraj Dharamshi & Rekha Jhunjhunwala (Successful Resolution Applicant) submitted their R....
X X X X Extracts X X X X
X X X X Extracts X X X X
.....00 50.00% 10.00 Rekha Jhunjhunwala 1,60,00,000 16.00 50.00% 10.00 Total 3,20,00,000 32.00 100.00% 26. The Successful Resolution Plan proposes a merger of BidCo with the Corporate Debtor, thereby resulting in infusion of Rs.32 crore into the Corporate Debtor. In addition, the Successful Resolution Plan provides for a fund infusion of Rs.21 crore into the Corporate Debtor by way of issuance of unsecured optionally convertible debentures ("OCDs") to the Successful Resolution Applicant by the Corporate Debtor. Hence, the Resolution Plan is a proposal of infusion of Rs.53 crore ("Upfront Fund Infusion") into the Corporate Debtor by way of merger with BidCo and by issuing OCDs. 27. The Resolution Plan envisages two scenarios for restructuring the share capital of the Corporate Debtor. i. The Successful Resolution Applicant shall pay Rs.2.49 crore to the non-public shareholders of the Corporate Debtor, being NRG and RCL, for purchase of their entire shareholding in the Corporate Debtor. (Scenario 1) ii. In case NRG and RCL do not agree to such purchase, the shares of NRG and RCL shall be cancelled with no payouts to them.....
X X X X Extracts X X X X
X X X X Extracts X X X X
....replace the Collateralised FCs as soon as practically possible after the NCLT Approval Date and in the interim, shall honour the existing arrangement by continuing with the cash or fixed deposit collateral that has been provided to the Collateralised FC till the conclusion of the related projects or expiry of bank guarantee whichever is earlier. Note 2: Successful Resolution Applicant shall replace the bank guarantee that has been provided by the Uncollateralised FC through the means of a new bank guarantee. In the interim, the Successful Resolution Applicant shall provide a stand by letter of credit to the Uncollateralised FC which shall be valid till expiry of guarantee given by Uncollateralised FC to Department of Post or replacement of bank guarantee of Uncollateralised FC whichever is earlier. It is submitted in the Resolution Plan that as per the List of Creditors, the claims of the Collateralised FC are fully collateralised through cash or fixed deposits held by either the Corporate Debtor or Ricoh Company Ltd. The Resolution Applicant intends to replace the Collateralised FCs as soon as practically possible after the NCLT Approval Date (since it involves co-ordi....
X X X X Extracts X X X X
X X X X Extracts X X X X
....and Mrs. Rekha Jhujhunwala TABLE OF CONTENTS 1. INTRODUCTION OF THE RESOLUTION APPLICANT .................................................... 11 2. DEFINITIONS AND INTERPRETATION ....................................................................... 13 3. OUR UNDERSTANDING OF THE CORPORATE DEBTOR ............................................... 15 4. TREATMENT OF STAKEHOLDERS .............................................................................. 16 5. TERM, IMPLEMENTATION AND SUPERVISION OF THE RESOLUTION PLAN.................. 20 6. GUARANTEES .......................................................................................................... 28 7. MANAGEMENT AND CONTROL OF AFFAIRS OF THE CORPORATE DEBTOR .................. 28 8. PLAN FOR REVIVAL PROPOSAL ................................................................................. 29 9. OTHER RELEVANT PROVISIONS ............................................................................... 31 10. EFFECT OF THE RESOLUTION PLAN .......................................................................... 32 11. R....
X X X X Extracts X X X X
X X X X Extracts X X X X
....he employees exceeding a decade. Mr. Kalpraj Dharamshi uses his own funds for his investments and business and does not use debt as source of funds. In the last twenty six years neither Mr. Kalpraj Dharamshi nor his business have faced regulatory penalties. He has been recognized as the "Highest Tax Payer" by the Income Tax department. He is an astute investor adept at investing in the early stages of an industry upcycle and was interviewed in the TV series "Wizards of Dalal Street" aired on CNBC TV18. He is also a long term investor in the Corporate Debtor currently he alongwith his wife holds 4,75,000 equity shares of the Corporate Debtor. 1.2.1 Some successful investments & net worth Around 2002 he reasoned that infrastructural bottlenecks had to be eased to support economic growth which would result in order inflows to firms engaged in engineering, capital goods and infrastructure firms. He has invested in Bharat Electronics Ltd., Elecon Engineering Ltd. and Nagarjuna Construction Company Ltd. He exited his investment in Elecon Engineering Ltd. at 55x of his original investment after a period of four years while the other investments apprecia....
X X X X Extracts X X X X
X X X X Extracts X X X X
....aw, of any of the foregoing by any Governmental Authority having jurisdiction over the matter in question at any time including but not limited to the Code, CIRP Regulations, Companies Act, Competition Act and FEMA each as amended from time to time. Assignment Agreement shall mean a Deed of Assignment or Assignment Agreement as may be required by the Resolution Applicant for assignment of claim of Related Party FC and Related Party OC along with the requisite underlying Security and Security Documents. Assignment shall mean assignment of Financial Debt / Operational Debt by executing and delivering requisite documents to the satisfaction of the Resolution Applicant including Assignment Agreement. Associates shall mean the companies mentioned to be the subsidiaries and associates in the annual report of Ricoh India Limited for financial year 2017-18 including I.D.C. Electronics Ltd BidCo shall mean the private limited company to be incorporated by the Resolution Applicants prior to NCLT Approval Date. Board or Board of Directors shall mean the board of directors of the Corporate Debtor. CIRP shall mean the corporate insolvency resolution process. ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ance shall mean any right, title or interest existing or created or purported to be created in any manner whatsoever including by way of or in the nature of a sale, agreement to sell, assignment, co-ownership, attachment, pledge, hypothecation, charge, lien, option or right of pre-emption, entitlement to ownership (including usufruct and similar entitlements) and any other interest or right held, or any statutory liability recoverable by sale of property, or any claim, right or lien whatsoever that could be raised or exercisable by a third party and the term "Encumber" shall be construed accordingly Existing Shareholders shall mean the parties holding the Equity Shares of the Corporate Debtor Financial Creditor or FC shall have the meaning assigned to it in the IBC Financial Debt shall mean all the amounts of the Debt payable to the Financial Creditors FY shall mean Financial Year ending 31st March of the respective year IBC shall mean the Insolvency and Bankruptcy Code, 2016, as amended Information Memorandum or IM shall have the meaning ascribed to it in the IBC IndAS shall mean the Indian Accounting Standards Rules 2015 and as amendme....
X X X X Extracts X X X X
X X X X Extracts X X X X
....aj Dharamshi and Mrs. Rekha Jhujhunwala; Resolution Professional or RP shall mean Mr. Krishna Chamadia, Registration Number (IBBI/IPA-001/IP-P00694/2017-2018/11220), who has been appointed as resolution professional by the Committee of Creditors for conducting the CIRP Process of the Corporate Debtor. For the purposes of various information/data provided to the Resolution Applicant, the reference to the Resolution Professional/RP in this Resolution Plan shall include the reference to the representatives of the Resolution Professional, his process advisor and their consultants; Resolution Plan shall mean this plan submitted by the Resolution Applicant in relation to the Corporate Debtor; RoC Charges shall mean the charges against Ricoh India Ltd as defined in Annexure 1; Ricoh Japan or RCL or Ricoh shall mean Ricoh Company Ltd., Japan; Ricoh India shall mean Ricoh India Limited or the Corporate Debtor; SBLC shall mean Stand by Letter of Credit; SEBI shall mean Securities and Exchange Board of India; Share Capital shall mean the entire equity share capital of the Corporate Debtor; and Transfer Date shall mean the date of completio....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ies in the operations and financial report of the Corporate Debtor. 2.6 In October 2017, Ricoh Company Ltd withdrew financial support to the Corporate Debtor and also ceased selling hardware/ printers to the Corporate Debtor for further sale in the Indian market. 2.7 As per the annual report for financial year 2017-18, the Corporate Debtor has no subsidiary company. 2.8 The Corporate Debtor has an associate company, I.D.C. Electronics Ltd in which it holds 46% equity shares. 3. TREATMENT OF STAKEHOLDERS 3.1 Treatment of outstanding CIRP Cost In terms of Section 30(2) (a) of the IBC, the CIRP Costs are to be paid in priority to any other creditor of the Corporate Debtor. Any unpaid or outstanding Insolvency Resolution Process Cost shall be paid from the money infused in the Corporate Debtor as per clause 5.2.4 and clause 5.2.5. The outstanding CIRP Cost shall be paid as per the timelines prescribed in clause 5.3. The outstanding Insolvency Resolution Process Cost shall be paid in compliance with the Applicable Law in priority to any other creditor of the Company. The Resolution Applicant reserves the right to seek details of t....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e as per the timelines of the Resolution Plan given in clause 5.3. We understand that replacing the guarantee given to the Department of Post involves co-ordination and support from third parties and may hence take time. We shall therefore, in the interim provide a stand by letter of credit to the Uncollateralised FC which shall be valid till expiry of guarantee given by Uncollateralised FC to Department of Post or replacement of bank guarantee of Uncollateralised FC , whichever is earlier. Any encumbrance created on the assets of the Company to secure the claims of the Uncollateralised FC shall stand fully extinguished immediately upon provision of SBLC to Uncollateralised FC or replacement of bank guarantee of Uncollateralised FC, whichever is earlier. The Resolution Applicant or the BidCo proposes to make a payment of INR 1.00 Cr. (Indian Rupees One Crore Only) to the Related Party FC and Related Party OC (as defined in clause 4.3) in return for Assignment of these claims to the BidCo. This amount will be paid proportionately to the Related Party FC and Related Party OC in accordance with their admitted claim amount. The amount will be paid as per the timelines of the R....
X X X X Extracts X X X X
X X X X Extracts X X X X
....Applicants, at their sole discretion, intend to pay INR 150 Cr. (Indian Rupees One Hundred and Fifty Crore Only) to RCL at any time after the expiry of 9 years from the Transfer Date to obtain operational support necessary to run the business. 3.4 Treatment of Workmen and Employees Dues As per the List of Creditors, the total amount of claim of Workmen & Employees admitted by the RP is INR 1.15 Cr. (Indian Rupees One Crore and Fifteen Lakhs Only). The Resolution Applicant shall pay in full i.e. INR 1.15 Cr. (Indian Rupees One Crore and Fifteen Lakhs Only) or the actual admitted claim amount with respect to claim of workmen/employees. The payment shall be made from the money infused in the Corporate Debtor as per clause 5.2.4 and clause 5.2.5. The amount will be paid as per the timelines of the Resolution Plan given in clause 5.3. It is clarified that so far as the Corporate Debtor is concerned, all obligations of the Corporate Debtor towards each Workman / Employee shall stand fully and permanently settled on and from the date the payments specified in this clause are paid to each of such Workman / Employee. 3.5 Treatment of Statutory Au....
X X X X Extracts X X X X
X X X X Extracts X X X X
....erations Through merger (share capital of BidCo) INR 32.00 Cr. Through unsecured optionally convertible debentures (as per terms set out in clause 5.2.5) INR 21.00 Cr. Replacement of Deutsche Bank guarantee (without blocking funds of the Corporate Debtor) yielding same results as infusing additional equity INR 136.67 Cr. Replacement of guarantees of Collateralised FC as per clause 4.2 leading to lenders not continuing with company INR 62.10 Cr. Total INR 251.77 Cr. Payment to shareholders Potential upfront payout to minority INR 52.49 Cr. Payout to RCL and NRG as per proposed transfer of shares as per clause 5.2.2 INR 2.49 Cr. Total INR 54.98 Cr. Payment to RCL Payment to RCL as per clause 4.3 (for operational support). INR 150.00 Cr. Total INR 150.00 Cr. 4. TERM, IMPLEMENTATION AND SUPERVISION OF THE RESOLUTION PLAN 4.1 Term of the Resolution Plan and Implementation Schedule 4.1.1 In terms of Section 31(1) of the IBC, this Resolution Plan shall become binding on the Corporate Debtor and its employees, members, creditors, guarantors, shareholders and other stakeholders including the tax authoriti....
X X X X Extracts X X X X
X X X X Extracts X X X X
....on of the same, as a goodwill gesture, we would like to buy the shares of NRG and RCL for a token consideration of INR 0.85 per share, as detailed below, instead of outright extinguishment without consideration. For the purposes of this Resolution Plan, the Resolution Applicant has assumed that the shares of the Corporate Debtor held by NRG and RCL are free from all Encumbrances. Shareholders Number of Shares Payment (INR Cr.) Price per share (INR) Ricoh Company Ltd. 1,83,10,578 1.56 0.85 NRG Group Limited 1,09,59,792 0.93 0.85 Total 2,92,70,370 2.49 We however understand that NRG Group and / or RCL may or may not accept the terms of our offer. Hence in the interest of clarity, we are laying out the mechanism that will be used to implement the Resolution Plan in either scenario. If NRG and RCL fail to transfer their shares to the Resolution Applicant for any reason whatsoever, the shares of the Corporate Debtor held by Ricoh Company Ltd and NRG Group Limited shall stand fully extinguished as a part of this Resolution Plan ("Cancellation of Shares''). The Resolution Applicant and/or Corporate Debtor shall neith....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... Upon Reduction in Share Capital, the shares shall be immediately consolidated into equity shares with face value INR 10.00 each ("Consolidation of Share Capital"). Any fractional entitlements of equity shares resulting from such consolidation shall be rounded off to the nearest whole integer. Indicative table below, assuming no rounding up is required on account fractional entitlement. Proposed Number of Shares Share Capital (INR Cr.) Shareholding % Face Value (INR) Resolution Applicant 1,17,08,148 11.71 73.60% 10.00 Transferred from NRG 43,83,917 4.38 27.56% 10.00 Transferred from RCL 73,24,231 7.32 46.04% 10.00 Public Shareholders 41,99,116 4.20 26.40% 10.00 Total 1,59,07,264 15.91 100.00% b) Scenario B After the cancellation of NRG and RCL shares, the following would be the shareholding of the Company before reconstitution. Proposed Number of Shares Share Capital (INR Cr.) Shareholding % Face Value (INR) Ricoh Company Ltd. - - - - NRG Group Limited - - - - Public Shareholders 1,04,97,791 10.50 100.00% ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ns of the Companies Act, sanctioning and approving all matters hereto. The Reconstitution of Share Capital will be approved and implemented pursuant to the provisions of the IBC, specifically, Regulation 37 of the CIRP Regulations read with Section 31 of the IBC. The compliance with the provisions of the Resolution Plan and the Reconstitution of Share Capital shall be deemed to be in accordance with and constitute compliance with any and all provisions of Applicable Law that would have otherwise applied to a similar reduction of capital under the Companies Act, the Income Tax Act 1961 and/ or under rules/ circulars/ regulations issued thereunder. In the event of any delay in the implementation of the Reconstitution of Share Capital (for any approval / consent or otherwise), the Resolution Applicant shall have the right to implement the Reconstitution of Share Capital immediately once such approval / consent is in place. 4.2.4 Merger of BidCo and Corporate Debtor The BidCo shall be merged into the Corporate Debtor (by means of a reverse merger and consequently, all the assets and liabilities of the Corporate Debtor would be accounted on fair value basis un....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ctors. ▪ The interest shall be payable on an annual basis. Period ▪ The OCD shall be converted/ redeemed at any time as decided by the Resolution Applicant ▪ Further, after the end of 7 years it shall be redeemed if not converted/ redeemed. Conversion Each OCD shall be converted into equal number of equity shares of the Company. Redemption The OCD shall be redeemed at an internal rate of return of 12.00%. 4.2.6 Delisting of Corporate Debtor Corporate Debtor shall take the following steps for delisting of its equity shares in accordance with the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, as amended from time to time, read together with the Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2018 issued by the SEBI on May 31, 2018 ("Delisting Regulations"): a) Corporate Debtor shall, as per timelines defined in clause 5.3, intimate the concerned stock exchange to delist its shares from the recognised stock exchange. b) The intimation shall be accompanied by a copy of the Resolution Plan as approved by the ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....er clause 5.2.5 X+20 10. Reconstitution of Share Capital of Corporate Debtor as per clause 5.2.3 and increase in authorized share capital X+20 11. Actions in relation to merger of BidCo with the Corporate Debtor (including issuance of equity to Resolution Applicants as per clause 5.2.4) X+20 12. Corporate Debtor to undertake following: a) Settlement of / Payment of CIRP dues as per clause 4.1 b) Settlement of / Payment to workmen & employee as per clause 4.4 c) Settlement of / Payment to Operational Creditors as per clause 4.3 d) Settlement of/ Payment of Financial Creditors as per clause 4.2 e) Settlement of / Payment to other creditors and other stakeholders as per clause 4.5 and 4.6 clause X+20 13. Reconstituted Board to take over X+20 14. Payment to NRG and RCL for share transfer, if required X+24 15. Payment of exit price to Public Shareholders X+24 16. Corporate Debtor to submit an application to relevant exchange for delisting X+24 4.4 Supervision of the Resolution Plan from the NCLT Appr....
X X X X Extracts X X X X
X X X X Extracts X X X X
....itoring Committee shall perform duties inter alia similar to that of a resolution professional under the CIRP. 4.4.5 Resolution Applicant shall (prior to the NCLT Approval Date) agree on the fees, costs and expenses which may be incurred by the Monitoring Committee/ Monitoring Agent in discharging their duties as set out above till the Transfer Date (the "Interim Management Costs"). The Interim Management Costs will be commercially agreed and shall be funded on a monthly basis from the cash flows of the Company. 4.4.6 It is clarified that until the Transfer Date, the Corporate Debtor shall not make any payments (including interest) in respect of any claim which has been incurred prior to the Insolvency Commencement Date. It is clarified that this shall not prohibit the Monitoring Agent from making payments in relation to bank guarantees issued to customers for existing projects of the ITS Business and/ or payments to banks in relation to letters of credit issued to import hardware and/or accessories and/or spares and/or consumables for the Printing Business. 4.4.7 The existing Board of Directors of the Corporate Debtor shall continue to be suspended toget....
X X X X Extracts X X X X
X X X X Extracts X X X X
....n any of its properties/assets, except (i) when the same is expressly provided in this Resolution Plan; or (ii) when the same is in the ordinary course of business as carried on, as on the date of approval of this Resolution Plan. (ii) except as provided in the Resolution Plan, not make any change in capital structure of the Corporate Debtor either by way of any increase (by issue of equity shares, bonus shares, convertible debentures or otherwise), decrease, reduction, reclassification, sub-division or consolidation, re-organisation or in any other manner, which would have the effect of re-organisation of capital of the Corporate Debtor; and (iii) not alter or substantially expand the Corporate Debtor's business, or undertake (i) any material decision in relation to its business and affairs and operations other than that in the ordinary course of business; (ii) any agreement or transaction (other than an agreement or transaction in the ordinary course of business); and (iii) any new business, or discontinue any existing business or change the capacity of facilities other than that in the ordinary course of business. On and from the Transfer Date, the....
X X X X Extracts X X X X
X X X X Extracts X X X X
....e Resolution Applicant and independent directors in compliance with Applicable Law ("Reconstituted Board"). 6.3.2 The Resolution Applicant shall have the right to replace the existing auditors (statutory, internal and secretarial) of the Company and appoint new auditors as deemed fit upon acquisition of the control over the Company pursuant to the Resolution Plan i.e. after Transfer Date. 6.3.3 The Resolution Applicant believe that existing key managerial personnel of the Corporate Debtor are already in place to supervise operations of the Corporate Debtor. The existing management team shall continue to run the operations of the Corporate Debtor. The Corporate Debtor reserves the right to replace the existing management team and/or augment the management team as deemed necessary. 6.3.4 Upon acquisition of the control over the Company the Resolution Applicant proposes that the existing employees of the Company will continue to be employed by the Company. Suitable augmentation of human resources to implement the Resolution Plan will be undertaken as deemed necessary. The Resolution Applicant reserves the right to replace/remove existing employees to bring i....
X X X X Extracts X X X X
X X X X Extracts X X X X
....fect from 14th May 2018. 7.5 We understand that since then the affairs, business and assets of Corporate Debtor are being managed by the Resolution Professional Mr. Krishna Chamadia appointed as Interim Resolution Professional by NCLT vide its Order dated 14th May 2018 and continued as Resolution Professional by the Committee of Creditors in its Meeting held on 15th June 2018 under provisions of the Code. 7.6 We understand that business is being run by the RP as follows: 7.6.1 The focus of the Printing Business is to provide after sales support by procuring relevant spares and consumables from Ricoh entities or distributors of Ricoh on an arm's length basis. 7.6.2 The focus of the ITS Business is to provide operations and maintenance services to the clients. 7.7 Our strategy for the business is as follows: 7.7.1 We will use reasonable endeavours to enter into long term distribution agreement with Ricoh Company Ltd. We expect such a distribution agreement to typically contain pricing of the key products, territory exclusivity, payment terms, support for marketing activities etc. We understand that it would be beneficial for RCL t....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... -5% 2% 7% 8. OTHER RELEVANT PROVISIONS 8.1 Negotiation with the CoC and Amendments up till approval by CoC of the Resolution Plan 8.1.1 The Resolution Applicant understands and agrees that the CoC may call it for negotiation of the terms and conditions of this Resolution Plan. 8.1.2 The Resolution Applicant reserves the right to accept or not accept any term or condition as may be sought by the CoC. Further, the Resolution Applicant reserves the right to make necessary changes/amendments in this Resolution Plan upon such negotiation and discussion with the CoC. 8.2 It is clarified that all costs and fees related to any pending disputes, ongoing litigations or any appeals filed on or prior to Transfer Date, where such disputes/ litigations pertain to CIRP of the Corporate Debtor and or the Resolution Plan, and wherein the RP is or has been made a party, such costs and expenses shall be met out of the internal accruals of the Corporate Debtor. For the purpose of foregoing, the Resolution Applicants agree that a separate account shall be opened for an amount not exceeding INR 2 Cr ("Escrow Account"). The Escrow Account shall be opened on....
X X X X Extracts X X X X
X X X X Extracts X X X X
....rs under this Resolution Plan, the Resolution Applicant and the Corporate Debtor shall not do or permit to be done or be party or privy to any act, deed, matter or thing which may, in any way, prejudicially affect the rights or interest of the Financial Creditor or the Resolution Professional, subject to Applicable Law. 8.5 Further Assurances of the Financial Creditors Subject to full compliance of this Resolution Plan by the Resolution Applicant, and for the Financial Creditors to comply with this Resolution Plan, the Financial Creditors shall, at any time and from time to time upon the request of the Resolution Applicant promptly and duly execute and deliver all such further instruments and documents, and do or procure to be done all such acts or things, as of the Resolution Applicant may reasonably deem necessary in obtaining the full benefits of this Resolution Plan and of the rights herein granted and do or procure to be done each and every act or thing which the Resolution Applicant may from time to time reasonably require to be done for the purpose of enforcing the Resolution Applicant rights under this Resolution Plan. 8.6 Remedial Actions 8.6.1 I....
X X X X Extracts X X X X
X X X X Extracts X X X X
....l or potential Statutory Dues of the Corporate Debtor or in connection with any existing Debt of the Corporate Debtor, any future claim or demand arising out of any exercise of subrogation rights in future by any person with respect to any payment made by such person for existing Debt of the Corporate Debtor, whether admitted or not, due or contingent, asserted or unasserted, assessed or unassessed, crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, present or future, whether or not set out in the profit and loss statement or in the list of Creditors, the balance sheets of the Corporate Debtor or the profit and loss account statements of the Corporate Debtor, in relation to any period prior to the NCLT Approval Date shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan 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. (b) With effect from the NCLT Approval Date and upon settlement of claims by the Resolution Applicant as contemplated in this Resolution Plan, all Tax l....
X X X X Extracts X X X X
X X X X Extracts X X X X
....rate Debtor in relation to any breach, contravention or non-compliance of any Applicable Law including but not limited to the property laws, labour laws i.e. the Employee State Insurance Act, the Provident Fund Act, the Payment of Bonus Act, the Contract Labour Act, the Minimum Wages Act, the Equal Remuneration Act, the Gratuity Act, etc. (whether or not such claim was notified to or claimed against the Corporate Debtor at such time, and whether or not such Government Authority was aware of such claim at such time), in relation to the period prior to the NCLT Approval Date, shall be deemed to be permanently extinguished by virtue of the order of the NCLT approving this Resolution Plan 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. (d) With effect from the NCLT Approval Date and upon settlement of claims by the Resolution Applicant as contemplated in this Resolution Plan, all liabilities, obligations including payment obligations of the Corporate Debtor arising out of any Proceedings, inquiries, investigations, orders, show causes, notices, suits, litigation ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....d by the Resolution Professional, then: (i) all such obligations, claims and liabilities of the Corporate Debtor (whether crystallised or uncrystallised, known or unknown, secured or unsecured, disputed or undisputed, whether or not set out in the financial statements of the Corporate Debtor); (ii) all liabilities, obligations including payment obligations of the Corporate Debtor arising out of any and all Proceedings initiated before any forum by or on behalf of any Person to enforce any rights or claims against the Corporate Debtor or enforce or invoke any security interest over the assets of the Corporate Debtor; and (iii) all claims of such Persons against the Corporate Debtor, in each case, relating to the period prior to the NCLT Approval Date, shall immediately, irrevocably and unconditionally stand extinguished and settled by virtue of the order of the NCLT approving this Resolution Plan 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. (g) With effect from the NCLT Approval Date and upon settlement of claims by the Resolution Applicant as contemplated in this R....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... of association of the Corporate Debtor, appointment of new directors on the Board of the Corporate Debtor and implementation of various other actions and matters contemplated in this Resolution Plan, shall not require any corporate action by the Corporate Debtor or any other approvals by the Corporate Debtor after approval of this Resolution Plan by the NCLT as per Section 30(2) of the IBC. (j) The Moratorium granted by the Hon'ble NCLT vide its order dated 14th May 2018 shall continue till Transfer Date. (k) All the non-compliances (including but not limiting to violations in relation to rules and regulations made by SEBI) by the Corporate Debtor should be regularised and all penalties payable in relation to the non-compliances stand waived off. (l) The voting rights of the shares held by NRG and Ricoh shall be kept at abeyance till such shares are either transferred to the Resolution Applicant or cancelled as per clause 5.2.2. (m) This Resolution Plan is being submitted only for the Corporate Debtor. This Resolution Plan has not considered settlement of any liability of any of the Associates. The Associates shall continue to be investments of ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....d to any income tax and MAT liability arising on capital reduction in Corporate Debtor, consolidation of share capital of Corporate Debtor, write off/ write down of current amounts due to employees, vendors, Operational Creditors Financial Creditors, value of assets, value of inventories, etc. without any impact on brought forward tax and book loss / depreciation; and waive all liabilities whether crystallised or not in respect of Taxes (including interest and penalty) arising in respect of periods up to the NCLT Approval Date; 10.3 that the Hon'ble NCLT be pleased to give or issue necessary directions, instructions to all relevant Governmental Authorities to grant relief/concessions from payment of fees, charges, stamp duty, registration fees (including fees payable to the jurisdictional ROC) for various actions contemplated under this Resolution Plan (including capital reduction, issuance of shares, Reconstitution of Share Capital (including increase in authorised share capital), transfer of shares / NCDs / securities, Assignment of the Financial Debt, Assignment of Operational Debt, Merger of BidCo with Corporate Debtor and any other action taken to implement the Resolu....
X X X X Extracts X X X X
X X X X Extracts X X X X
....le Law; 10.4 that the approval of the Hon'ble NCLT pursuant to Section 31 of the IBC shall constitute adequate approval for Assignment of Financial Debt and Operational Debt as envisaged in clause 4.3. Accordingly, no further approval, application or consent shall be necessary from any Person or Governmental Authority (including Reserve Bank of India), in relation to either of these actions under any agreement, the constitution documents of the Corporate Debtor or under any Applicable Law; 10.5 that the approval of the Hon'ble NCLT pursuant to Section 31 of the IBC shall constitute adequate approval for transfer of NRG shares and RCL shares as envisaged in clause 4.3. Accordingly, no further approval, application or consent shall be necessary from any Person or Governmental Authority, in relation to these actions under any agreement, the constitution documents of the Corporate Debtor or under any Applicable Law; 10.5.1 that the approval of the Hon'ble NCLT pursuant to Section 31 of the IBC shall for constitute due compliance with the Foreign Exchange Management Act, 1999 and rules made thereunder in relation to transfer of NRG shares and RCL shares as env....
X X X X Extracts X X X X
X X X X Extracts X X X X
....AN FOR RICOH INDIA LIMITED SUBMITTED BY: Mr. Kalpraj Dharamshi and Mrs. Rekha Jhujhunwala ADDENDUM TO RESOLUTION PLAN To, Mr. Krishna Chamadia Resolution Professional In the matter of Ricoh India Limited B, 1805, Raheja Heights, Off General, A.K. Vaidya Marg, Dindoshi, Malad, East, Maharashtra Dear Sir, Subject: Addendum to Resolution Plan for Ricoh India Limited in respect of its Corporate Insolvency Resolution Process. This is with reference to the resolution plan dated 12 February 2019 submitted by Mr. Kalpraj Dharamshi and Mrs. Rekha Jhunjhunwala for the resolution of Ricoh India Ltd. We understand that we have been declared as the Successful Applicant after voting by the CoC on our Resolution Plan. Post this we have received a request from the CoC to address certain aspects in our Resolution plan. In this context, we are submitting this addendum altering the Resolution Plan dated 12 February 2019 submitted by us. This addendum shall form an integral part of the resolution plan dated 12 February 2019 and shall be read along with the Resolution Plan. All references in the Resolution Plan to "the Resolution Plan" shall include the r....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... X+20 28. Corporate Debtor to undertake following: X+20 f) Settlement of / Payment of CIRP dues as per clause 4.1 g) Settlement of / Payment to workmen & employee as per clause 4.4 h) Settlement of / Payment to Operational Creditors as per clause 4.3 i) Settlement of/ Payment of Financial Creditors as per clause 4.2 (including providing SBLC to Uncollateralised FC) j) Settlement of / Payment to other creditors and other stakeholders as per clause 4.5 and 4.6 clause 29. Reconstituted Board to take over X+20 30. a) Payment to NRG and RCL for share transfer, if required X+24 b) Payment of exit price to Public Shareholders c) Corporate Debtor to submit an application to relevant exchange for delisting d) Implementation complete 31. Release of Performance Bank Guarantee by the CoC X+39 The following shall be inserted in Clause 6.2: The Performance Bank Guarantee shall be released in accordance with the schedule laid out in clause 5.3. The following shall be inserted in Clause 9.2: In the event of any litigation continuing beyond the Escrow Period, the Escrow Period shall be automaticall....
X X X X Extracts X X X X
X X X X Extracts X X X X
....nditions laid down by the Resolution Applicant in the Resolution Plan, which were discussed by the CoC. One of the prayers made by the Resolution Applicant is seeking waivers of liability from any taxation dues for the previous periods which may arise in future and to exempt the Resolution Applicant from the pending export obligations in lieu of the benefits of duty on import of the machines. Learned representing the Financial Creditors and the Resolution Professional submit that the CoC could not make a decision with regard to such waiver as the same was not within their competence. It is admitted proposition of fact that pursuant to the public announcement, no such claim has been made by the Government Department. The concern shown here-in is with regard to any dues that may arise in future in respect of the past period. With regard to the export obligations to which the corporate debtor was liable, it is submitted by learned counsel for the Resolution Professional and the learned counsel representing the promoter directors of the suspended Board of Directors that the corporate debtor had imported certain machines in the year 2012, 2013 and 2014 and there are pending obligations ....